Modesto City Council
August 8, 2023

internal grant application forms to manage the types of grants being applied for and to ensure local match requirements will be managed within our current budget.

City departments continue to actively pursue new grant applications as part of notifications received from federal, state, and local agencies they have subscribed to, such as Department of Housing, Department of Transportation, State Water Resources Control Board, Department of Justice and professional government associations. City departments have staff assigned to monitor these grant application notices to determine if the City meets the required qualifications to apply for the grant.

On October 11, 2022 under Resolutions 2022-418, 2022-419, and 2022-420, City Council approved three one-year agreements with two one-year extension options, for On-call Water Resource grant research and writing services with Provost & Pritchard Consulting Group, West Yost Associates and Woodard & Curran to assist with grant research opportunities for the Utilities Department.

DISCUSSION:

During the months of March an April 2023, City Council approved the below grant application and award acceptance agreements recommended by City staff based on opportunities to receive federal, state and/or local grant funds for the City with required local match or which exceeded $1,000,000 with no local match.

Public Works Department:
(Grant Application $To be Determined (TBD) – Local Match $0) Organics Grant Program from CalRecyle, the purpose of these grant funds is to lower the overall greenhouse gas emissions by diverting organics out of landfills and by investing in facilities that process organics into compost. The City of Modesto Compost Facility has hired HDR Engineering Inc. to conduct a feasibility study to help navigate and strategize new material processing infrastructure and technologies to comply with the permitting regulations and emissions reductions mandates of SB1383. The proposal aligns with the stated goals of the Organics Grant, which include;
 Reducing organics disposed in landfills
 Expanding organics material processing facilities
 Using material processing equipment that is electric and pollution free  Incentive to improve disadvantaged and low-income communities for a cleaner and healthier environment
(Grant Application $ TBD – Local Match $0) Climate Pollution Reduction Grant Program from Environmental Protection Agency. Funds from this grant will be used to fund the expansion of recycling and composting programs in order to process more organics with non-pollution technology sources. This grant will allow for funding the improvements to process more organics and reduce greenhouse emissions. This proposal will align with stated goals of the Climate Pollution Reduction Grant which include;  Expanding organics material processing
 Using material processing equipment that is electric and pollution free  Using the finished product -compost- on farms, landscaping projects and back yard gardening which provides nutrients to the soil and reduces water use #11..
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City Council, August 8, 2023
March and April 2023 Grant Application and Awards

Utilities Department:
(Grant Award $1,000,000 – Local Match $0) 2021 Urban and Multibenefit Drought Relief Grant from Department of Water Resources. Funds from this grant are intended to provide water to communities that face the loss or contamination of their water supplies to address immediate impacts on human health, safety, and to protect fish and wildlife resources.

The City of Modesto intends to use this grant funds to fund the Well 312 Treatment System and Flush line project located in a severely disadvantaged community in the Empire service area.

Community and Economic Development:
(Grant Application $50,000,000 – Local Match $0) Affordable Housing and Sustainability Communities (AHSC) Grant from State of California. Funds from this grant will be used to fund affordable housing within the City of Modesto and maintain restricted units, as applicable, for the duration of the affordability period. Currently the proposed project would be funded by this grant;
 The Seventh Street Village development, sitting on four parcels totaling .88 acres. This project would comprise of 79 housing units with a mix of one, two and three -bedroom units. In addition, a one two bedroom and one, threebedroom units will be dedicated to housing onsite community staff. (Grant Application $1,658,723 – Local Match $0) Permanent Local Housing Allocation (PLHA) Program Year 3 from California Department of Housing. Funds from this grant will be assist in addressing the Consolidated Plan priority needs and in further expanding the construction of the affordable housing within the City. In the same manner, PLHA funds will assist in developing additional affordable housing units that will count toward addressing the City’s Housing Elements Regional Housing Needs Allocation (RHNA). (Grant Award $350,000 – Local Match $0) Cannabis Equity Grants Program from Governor’s Office of Business and Economic Development. Funds from this grant may only be used to provide grants, no interest loans, or low-interest loans to the jurisdiction’s local equity applicants and or local equity licenses to assist with startup and ongoing costs.

To provide or fund direct technical assistance to the jurisdiction’s local equity applicants and/or equity licensees. No more than ten (10) percent of the grant award bay be used for direct technical assistance. The newly adopted Cannabis Program Providing Local Equity Development Grants and Education (PLEDGE) will assist applicants that qualify under the following classifications;
 Equity Employee
 Equity Business Owner
 Cannabis Social Enterprises which can also be referred to as incubators for equity eligible individuals.

During the months of March and April 2023 City Manager and Director of Finance approved the below grant applications and awards recommended by City staff based on opportunities to receive federal, state and/or local grant funds for the City with no local match requirement and which did not exceed $1,000,000.
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City Council, August 8, 2023
March and April 2023 Grant Application and Awards

Modesto Police Department:
(Grant Award $127,779 – Local Match $0) 2023 Officer Wellness & Mengal Health Grant from Board of State & Community Corrections (BSCC). Funds from this grant will be used to further the efforts of the Modesto Police Department related to Officer wellness and mental health.
(Grant Award $46,031 – Local Match $0) Antone and Marie Raymus Foundation Grant from the Raymus Foundation. Funds from this grant will be used by the Police Department to purchase equipment in support of front line police work. Specifically, the request for this grant is to fund one Searchcam/FLIR camera and four (4) shields.

Public Works:
(Grant Application $40,000 – Local Match $0) Local Waste Tire Amnesty Grant from CalRecycle. Funds from this grant will be used to offer drop-off events at a recycler every other month for the term of the grant and for quarterly drop-off events throughout the City.

Residents can dispose of up to 9 tires for free at each of these disposal events.

FISCAL IMPACT:

No fiscal impact will result from the acceptance of this informational report on March and April 2023 grant application and awards. A monthly summary by grant application and awards is below:

Grant Applications: $51,698,723
Grant Awards: $1,523,810
COMMITTEE RECOMMENDATION:

This item has not gone before a committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting an Informational Report for the March and April 2023 Grant Applications and Awards.

Approved by:

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

1. March and April 2023 Grant Applications and Award
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March and April 2023 Grant Applications
Grant Application
Grant Title Month Grant Awarding Agency City Department Name/Division Grant
Application
Amount
Grant
Application Local
Match Amount
Local Match
Source
Affordable Housing and Sustainability Communities
(AHSC) Grant MAR-23 State of California Community and Economic Development $ 50,000,000 - N/A Local Government Waste Tire Amnesty Grant MAR-23 CalRecycle Public Works Department $ 40,000 N/A Organics Grant Program APR-23 CalRecycle Public Works Department TBD - N/A Permanent Local Housing Allocation Program Year 3 APR-23 California Department of Housing Community and Economic Development 1,658,723 - N/A Climate Pollution Reduction Grant Program APR-23 Environmental Protection Agency Public Works Department TBD - N/A Total $ 51,698,723 $ -
March and April 2023 Grant Awards
Grant Awards
Grant Title Month Grant Awarding Agency City Department Name/Division Grant Award
Amount
Grant Award
Local Match
Amount
Local Match
Source
2023 Officer Wellness & Mental Health Grant MAR-23 Board of State & Community Corrections (BSCC) Modesto Police Department $ 127,779 - N/A Antone and Marie Raymus Foundation Grant MAR-23 Raymus Foundation Grant Modesto Police Department $ 46,031 - N/A Cannabis Equity Grants Program MAR-23 Governor's Office of Business and Economic Development Community and Economic Development $ 350,000 - N/A 2021 Urban and Multibenefit Drought Relief Grant APR-23 Department of Water Resources Utilities Department $ 1,000,000 - N/A Total $ 1,523,810 $ -
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 8, 2023
Date: June 28, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Monthly Investment Report – May 2023
CONTACT: Calogero Maniscalco, Senior Financial Analyst
[email protected], 209-577-5219
DESCRIPTION:

Consider accepting the Monthly Investment Report for May 2023. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The City’s Finance Department submits a monthly investment report to Council and the City Manager. Attached are the May investment reports (see attachment list below) generated by Public Financial Management, the City’s investment advisor. Investments in the portfolio (attachment 4) are for the City of Modesto, Modesto Public Financing Authority, Community Facilities Districts, Tuolumne River Regional Park, Successor Agency to the Redevelopment Agency, and the Modesto-Ceres Fire Protection Agency Joint Powers Authority.

DISCUSSION:

It is the function of the Finance Department to deposit and invest funds in accordance with sound treasury management and to safeguard the principal and maintain the liquidity needs of the City. The purpose of the Monthly Investment Report is to keep the City Council and City Manager informed of the City’s investment portfolio. As shown in Attachment 2, on May 31, 2023 the City had a closing market value of $433,859,400 in its investment portfolio. #12..
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City Council, August 8, 2023
Monthly Investment Report – May 2023

FISCAL IMPACT:

In May, the approximate yield of the City’s combined investments was 2.71% (see attachment 3) on a weighted average. For the portfolio of securities alone, the yield to maturity on cost was

2.10%. For comparative purposes, the yields (as of May 31, 2023) of other investments commonly used by public agencies are listed below:

Local Agency Investment Fund: 2.99%
1-Year U.S. Treasury Note: 5.29%
2-Year U.S. Treasury Note: 4.47%

The Portfolio maintains sufficient liquidity to meet the City's projected expenditure requirements for at least the next six months.

COMMITTEE RECOMMENDATION:

This item has not gone before a committee.

CEQA/NEPA REQUIREMENTS:

Not Applicable
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting the Monthly Investment Report for May 2023.

Approved by:

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

1. Monthly Investment Report

2. Account Statement

3. Combined Yields

4. Portfolio Holdings and Earnings Projections

5. Cash with Fiscal Agent
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PORTFOLIO HOLDINGS
Attachment 1
Percentages may not total to 100% due to rounding.

Investment Type No. of Investments Amount Invested
CAMP 1 47,763,983
Federal Agency 23 40,702,483
Federal Home Loan Bank 2 4,204,369
Federal Home Loan Mortgage Co. 5 7,831,650
Federal Nat’l Mortgage Assc. 16 28,666,464
Federal Agency CMO 2 3,069,408
U.S. Treasury 66 240,069,816
Commercial Paper 3 30,800,734
Negotiable CD 1 3,352,652
Corporate Note 22 51,691,612
Asset-Backed 10 3,601,530
Municipal 10 7,190,466
Supranational 2 5,616,716
Total Invested 140 433,859,400
Sector Allocation
May 31, 2023 versus April 30, 2023
Sector May 31, 2023 April 30, 2023 Change in Allocation Permitted by Policy
U.S. Treasury 55.3% 54.6% 0.76% 100%
Federal Agency 9.4% 12.0% -2.63% 100%
Federal Agency CMO 0.7% 0.2% 0.55% 100%
Commercial Paper 7.1% 7.1% 0.00% 25%
Negotiable CD 0.8% 0.8% 0.00% 30%
Corporate Note 11.9% 10.5% 1.39% 30%
Asset-Backed 0.8% 0.9% -0.06% 20%
Municipal 1.7% 1.7% -0.01% 100%
Supranational 1.3% 1.3% -0.01% 30%
CAMP 11.0% 11.0% 0.00% 100%
* Total invested includes only the bolded numbers
* * Amount invested are market values excluding accrued interest Additional, detailed information regarding security types and investment activity may be found in Attachment 2 accompanying this memo. Moreover, the addendum data will confirm continued compliance with the investment policy as well as with California Government Code.

RECENT ACTIVITY & CORPORATE EXPOSURE
After a 25 basis point (bp) rate hike on May 3rd, which pushed the federal funds overnight target rate range to 5.00%-5.25%, markets are now priced to imply one more 25 bp hike by the July meeting.

Whether it be one, two or none, a pause to follow is widely expected as the Fed’s ‘higher for longer’ takes hold. Throughout the month we saw Treasury yields rise across the entirety of the curve with the 2-year currently up 90 bps from the beginning of the month. Sector spreads remain elevated versus historical levels. The rise is yields has led our duration target to move modestly closer to benchmark. In the LongTerm portfolio, purchases had an average maturity of 4.8 years and were diversified among, Treasury notes, corporate notes, and an agency CMBS, taking advantage of attractive yields in the spread sectors.

These replaced two short duration Treasury notes and four short duration agency’s that were sold. In the Short-Term Portfolio we purchased a Treasury note and a commercial paper replacing ones that had matured.
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PERFORMANCE
U.S. Treasury yields moved higher across all tenors in May, led by one-year maturities increasing 43 basis points (0.43%) over the month as markets repriced on ‘higher for longer’ expectations. The rise in interest rates led to negative performance in both the Long-Term Portfolio and its benchmark during the period.

However, rising rates provided good opportunities to purchase new securities for the portfolio at attractive yields. Credit spreads tightened over the month leading the portfolio to outperform the benchmark. Since inception, the portfolio continues to outperform the benchmark.

1. Performance is calculated on trade-date basis, gross (i.e., before fees) in accordance the CFA Institute's Global Investment Performance Standards (GIPS).

2. Performance numbers for periods greater than 1 year are presented on an annualized basis unless otherwise noted.

3. The performance calculation excludes any funds not invested in the 1-5 year strategy.

4. Performance benchmark through December 31, 2018 was the ICE BofAML 1-3 Year U.S. Treasury Index, and is now the ICE BofAML 1-5 Year U.S. Treasury Index, sourced from Bloomberg.

5. Inception date is 3/31/04.

Percentages may not add due to rounding.

Long-Term Portfolio Total Return
May 31, 2023
1 Month Trailing
12 Months
Trailing 36
Months
Trailing 60
Months
Since
Inception5
City of Modesto Investment Portfolio1,2,3-0.42% 0.07% -1.11% 1.42% 1.97% Modesto Performance Benchmark4-0.54% -0.26% -1.52% 1.07% 1.68% Average Portfolio Yields
May 31, 2023
Past
Month
Past 3
Months
Past
Year
Past 3
Years
Past 5
Years
City of Modesto Investment Portfolio 2.10% 2.03% 1.84% 1.60% 1.97% City of Modesto Short-Term Portfolio 5.21% 5.05% 3.73% - - $99.8
$32.5
$74.7
$112.4
$49.1
$65.4
$-
$30.0
$60.0
$90.0
$120.0
$150.0
Under 6
Months
6-12
Months
1-2 Years 2-3 Years 3-4 Years 4-5 Years
Millions
Maturity Distribution
May 31, 2023
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INVESTMENT POLICY
The City’s investment policy embraces the following standards: the prudent investor rule, requiring the safety of principal, through prudent and safe investments; sufficient liquidity to meet expected and unforeseen cash flows; generation of an above-market, risk-adjusted rate of return (meaning, returnsexpectations taking safety and liquidity into account). No investments longer than five years are permitted.

Some investments have maturity limits of 270 days or less. The table below details the City’s permitted investments.

Investment Type
Maximum
Maturity
Maximum Specified
% of Portfolio
Maximum
% per
Issuer
Minimum Quality
Requirements
Local Agency Bonds 5 Years None None None
Treasury Obligations 5 Years None None None
State Obligations 5 Years None None A rating
CA Local Agency Obligations 5 Years None None A rating
Federal Agencies 5 Years None None None
Supranationals 5 Years 30 percent 5 percent AA
Banker’s Acceptances 180 days 40 percent 5 percent Federal Reserve eligible Commercial Paper 270 days 25 percent 5 percent A1/P1 rating Negotiable Certificates of Deposit 5 Years 30 percent 5 percent A rating Certificates of Deposit 1 Year 20 percent 5 percent FDIC insured or collateralized Repurchase Agreements 90 days None 5 percent None
Reverse Repurchase Agreements 92 days 20 percent of
combined base value 5 percent None
Medium Term Notes 5 Years 30 percent 5 percent A rating Money Market Mutual Funds N/A 20 percent 10 percent Multiple Mortgage and Asset-backed Securities 5 Years 20 percent 5 percent AA Rating CAMP N/A None None N/A
LAIF N/A N/A None N/A
The City is not required to include a list of investments held by our bond trustees; however, staff believes the City Council should be kept informed of these investments. These investments are identified on Attachment A.

LONG TERM PORTFLIO INCOME RETURN
Monthly Income Return

0.12%
Fiscal Year-to-Date Income Return

1.24%
Prior 12 Months Income Return

1.34%
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Source: Bloomberg, Federal Reserve, and U.S. Bureau of Economic Analysis as of April 2023. Supercore inflation is comprised of PCE core services less housing.

Economic Summary
Fed’s Preferred Gauge of Inflation Remains Elevated While Households Continue to Spend

4.4%

4.6%
0%
1%
2%
3%
4%
5%
6%
7%
8%
Jul-20 Oct-20 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Personal Consumption Expenditure Price Index
Goods vs Services, YoY
PCE PCE Supercore

0.4%

0.7%

1.2%

0.7% 0.6% 0.7%

1.9%

0.1% 0.1%

0.8%
-0.1%
-0.2%

0.0%
-0.5%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%
Apr-22 Jul-22 Oct-22 Jan-23 Apr-23
Personal Spending
Personal Consumption Expenditure MoM
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Source: Bloomberg, as of May 2023. Data is seasonally adjusted.

Economic Summary
Labor Market Remains Tight
April 20

14.7%
May 23

3.7%
0%
2%
4%
6%
8%
10%
12%
14%
16%
2020 2021 2022 2023
Unemployment Rate
472
575
784
286
482
693
769
663
557
781
614
569
364
904
414
254
364
370
568
352
350
324
290
239
472
326
236
294
339
0 200
400
600
800
1,000
1,200
Jan-21
Apr-21
Jul-21
Oct-21
Jan-22
Apr-22
Jul-22
Oct-22
Jan-23
Apr-23
Thousands
Monthly Change In Nonfarm Payrolls

1.6 million in
Record 7.2 million new jobs in 2021 4.8 million new jobs in 2022 2023 #12..
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Source: ICE BofAML 1-5 year Indices via Bloomberg, MarketAxess and PFMAM as of 05/31/2023. Spreads on ABS are option-adjusted spreads of 0-5 year indices based on weighted average life; spreads on agencies are relative to comparable maturity Treasuries.

Economic Summary
Agency and Asset Backed Sector Spreads Were Relatively
Flat While Corporate Spreads Continue To Tighten
-0.05%

0.00%

0.05%

0.10%

0.15%

0.20%

0.25%

0.30%

0.35%
May-22 Aug-22 Nov-22 Feb-23 May-23
Federal Agency Yield Spreads

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

1.10%

1.20%
May-22 Aug-22 Nov-22 Feb-23 May-23
Corporate Notes A-AAA Yield Spreads

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

1.10%

1.20%
May-22 Aug-22 Nov-22 Feb-23 May-23
Asset-Backed Securities AAA Yield Spreads
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Treasury Yields Rise Across the Curve
Source: Bloomberg as of 05/31/2023.

Economic Summary

5.42%

5.17%

4.05%

3.64%

3.86%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

5.50%

6.00%
3M1Y 2Y 3Y 4Y 5Y 10Y 30Y
U.S. Treasury Yield Curve
May 31, 2023
April 30, 2023
March 31, 2023
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This material is based on information obtained from sources generally believed to be reliable and available to the public, however, PFM Asset Management LLC cannot guarantee its accuracy, completeness or suitability. This material is for general information purposes only and is not intended to provide specific advice or a specific recommendation. All statements as to what will or may happen under certain circumstances are based on assumptions, some but not all of which are noted in the presentation. Assumptions may or may not be proven correct as actual events occur, and results may depend on events outside of your or our control. Changes in assumptions may have a material effect on results. Past performance does not necessarily reflect and is not a guaranty of future results. The information contained in this presentation is not an offer to purchase or sell any securities.

Investment advisory services are provided by PFM Asset Management LLC (“PFMAM”), an investment adviser registered with the U.S. Securities and Exchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc. (“USBAM”). USBAM is a subsidiary of U.S. Bank National Association (“U.S. Bank”). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. The information contained is not an offer to purchase or sell any securities. Additional applicable regulatory information is available upon request.

For more information regarding PFMAM’s services or entities, please visit www.pfmam.com.

Disclosures
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For the Month Ending May 31, 2023
Account Statement
Consolidated Summary Statement
CITY OF MODESTO - Combined Portfolio
Investment Allocation
Investment Type Closing Market Value Percent
Asset-Backed Security 3,601,529.66 0.83
Federal Agency Bond / Note 40,702,483.40 9.38
Corporate Note 51,691,612.05 11.91
Certificate of Deposit 3,352,651.50 0.77
Federal Agency Commercial Mortgage-Backed Security 3,069,407.72 0.71 Commercial Paper 30,800,734.25 7.10
Municipal Bond / Note 7,190,466.45 1.66
Supra-National Agency Bond / Note 5,616,716.29 1.29
U.S. Treasury Bond / Note 240,069,815.76 55.34
CAMP Pool 47,763,982.55 11.01
Total $433,859,399.63 100.00%
Portfolio Summary
and Income
Closing
Portfolio Holdings Market Value
Cash Dividends
PFMAM Managed Account 364,731.41 386,095,417.08
CAMP Pool 0.00 47,763,982.55
Total $364,731.41 $433,859,399.63
Maturity Distribution (Fixed Income Holdings)
Portfolio Holdings Closing Market Value Percent
47,763,982.55
10,315,009.61
10,190,917.59
31,536,530.69
32,461,940.94
74,732,337.94
114,598,551.88
49,081,949.37
63,178,179.06

0.00 11.01

2.38 2.35

7.27 7.48

17.23 26.41

11.31 14.56

0.00 Under 30 days
31 to 60 days
61 to 90 days
91 to 180 days
181 days to 1 year
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
Over 5 years
Total $433,859,399.63
753
100.00%
Weighted Average Days to Maturity
Sector Allocation

0.83% ABS

9.38%
Fed Agy Bond /
Note

11.91%
Corporate Note

0.77%
Cert of Deposit

0.71%
Federal Agency
Commercial
Mortgage-Backed
Security

7.10%
Commercial Paper

1.66%
Muni Bond / Note

1.29%
Supra-National
Agency Bond / Note 55.34%
US TSY Bond / Note

11.01%
CAMP Pool
Summary Page 1
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Managed Account Summary Statement For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Total Cash Basis Earnings
Plus Net Realized Gains/Losses
Less Purchased Interest Related to Interest/Coupons
Interest/Dividends/Coupons Received
Earnings Reconciliation (Cash Basis) - Managed Account
Less Beginning Accrued Interest
Less Beginning Amortized Value of Securities
Less Cost of New Purchases
Plus Coupons/Dividends Received
Plus Proceeds of Maturities/Calls/Principal Payments
Plus Proceeds from Sales
Ending Accrued Interest
Ending Amortized Value of Securities
Earnings Reconciliation (Accrual Basis)
$384,552,033.30
(20,718,147.80)
(22,416,999.66)
46,424,805.71

0.00 (1,746,274.47)
$386,095,417.08
586,695.06
(52,602.35)
(169,361.30)
$364,731.41
Total
401,301,116.97
1,113,741.60
22,455,405.19
20,807,266.55
459,170.78
(46,477,408.06)
(397,903,812.45)
(1,206,677.08)
Total Accrual Basis Earnings $548,803.50
Closing Market Value
Change in Current Value
Unsettled Trades
Principal Acquisitions
Principal Dispositions
Maturities/Calls
Opening Market Value
Transaction Summary - Managed Account
_________________
_________________
_______________________________________________ _______________________________________________ Reconciling Transactions Net Cash Contribution
Security Purchases
Principal Payments
Coupon/Interest/Dividend Income
Sale Proceeds
Maturities/Calls
Cash Transactions Summary - Managed Account
20,544,118.75
22,455,405.19
459,170.78
263,147.80
(46,477,408.06)

0.00 0.00
Cash Balance
Closing Cash Balance $563,873.83
CITY OF MODESTO - COMBINED PORTFOLIO Page 1
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Portfolio Summary and Statistics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Account Summary
Description Par Value Market Value Percent
U.S. Treasury Bond / Note 256,756,000.00 240,069,815.76 62.19 Supra-National Agency Bond / Note 5,885,000.00 5,616,716.29 1.45 Municipal Bond / Note 7,590,000.00 7,190,466.45 1.86
Federal Agency Commercial
Mortgage-Backed Security
3,156,564.83 3,069,407.72 0.79
Federal Agency Bond / Note 43,700,000.00 40,702,483.40 10.54 Corporate Note 53,680,000.00 51,691,612.05 13.39
Commercial Paper 31,105,000.00 30,800,734.25 7.98
Certificate of Deposit 3,355,000.00 3,352,651.50 0.87
Asset-Backed Security 3,751,180.58 3,601,529.66 0.93
Managed Account Sub-Total 408,978,745.41 386,095,417.08 100.00% Accrued Interest 1,113,741.60
Total Portfolio 408,978,745.41 387,209,158.68
Unsettled Trades 0.00 0.00
Sector Allocation

0.93% ABS

0.87%
Cert of Deposit

7.98%
Commercial Paper

13.39%
Corporate Note

10.54%
Fed Agy Bond /
Note

0.79%
Federal Agency
Commercial
Mortgage-Backed
Security

1.86%
Muni Bond / Note

1.45%
Supra-National
Agency Bond / Note 62.19%
US TSY Bond / Note
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years

13.48%

8.41%

19.36%

29.68%

12.71%

16.36%

0.00%
Maturity Distribution Characteristics
Yield to Maturity at Cost
Yield to Maturity at Market
Weighted Average Days to Maturity 846

2.43%

4.48%
CITY OF MODESTO - COMBINED PORTFOLIO Page 2
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Managed Account Issuer Summary For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Credit Quality (S&P Ratings)

3.37%
A

3.49%
A+

1.41%
A7.98%
A-1

3.19%
AA

75.08%
AA+

1.42%
AA3.97%
AAA

0.09%
NR
Issuer Summary
Issuer of Holdings Percent
Market Value
AMAZON.COM INC 4,854,743.96 1.26
APPLE INC 5,183,318.40 1.34
BANK OF AMERICA CO 1,946,482.65 0.50
BRISTOL-MYERS SQUIBB CO 2,038,637.01 0.53
CALIFORNIA DEPARTMENT OF WATER RESOURCES 93,495.00 0.02 CALIFORNIA STATE UNIVERSITY 562,134.00 0.15
CARMAX AUTO OWNER TRUST 842,971.40 0.22
DISCOVER FINANCIAL SERVICES 729,088.07 0.19
FANNIE MAE 29,342,410.36 7.60
FEDERAL HOME LOAN BANKS 4,204,368.72 1.09
FLORIDA STATE BOARD OF ADMIN FIN CORP 1,664,316.00 0.43 FREDDIE MAC 10,225,112.04 2.65
HOME DEPOT INC 3,384,952.60 0.88
HONDA AUTO RECEIVABLES 341,513.98 0.09
HYUNDAI AUTO RECEIVABLES 765,722.44 0.20
ING GROEP NV 10,190,917.59 2.64
INTER-AMERICAN DEVELOPMENT BANK 3,870,356.49 1.00
INTL BANK OF RECONSTRUCTION AND DEV 1,746,359.80 0.45
JP MORGAN CHASE & CO 3,504,591.21 0.91
LMA AMERICAS LLC 10,294,807.05 2.67
LOS ANGELES COMMUNITY COLLEGE DISTRICT 851,629.00 0.22
MASTERCARD INC 4,126,527.84 1.07
MICROSOFT CORP 5,779,053.00 1.50
NATIXIS NY BRANCH 10,315,009.61 2.67
NEW JERSEY TURNPIKE AUTHORITY 459,908.55 0.12
NOVARTIS AG 2,180,494.49 0.56
PACCAR FINANCIAL CORP 1,715,717.10 0.44
PFIZER INC 3,385,181.02 0.88
STATE OF CALIFORNIA 2,292,236.10 0.59
STATE OF MARYLAND 587,059.40 0.15
TARGET CORP 335,741.60 0.09
THE BANK OF NEW YORK MELLON CORPORATION 3,110,953.23 0.81 CITY OF MODESTO - COMBINED PORTFOLIO Page 3
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Managed Account Issuer Summary For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Issuer of Holdings Percent
Market Value
TORONTO-DOMINION BANK 3,352,651.50 0.87
TOYOTA MOTOR CORP 3,138,880.53 0.81
UNITED STATES TREASURY 240,069,815.76 62.17
UNIVERSITY OF CALIFORNIA 679,688.40 0.18
US BANCORP 2,813,007.34 0.73
WAL-MART STORES INC 5,115,563.84 1.32
Total $386,095,417.08 100.00%
CITY OF MODESTO - COMBINED PORTFOLIO Page 4
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY NOTES
DTD 10/15/2020 0.125% 10/15/2023
91282CAP6 10,490,000.00 AA+ Aaa 05/15/23 05/15/23 10,272,824.22 5.18 1,683.85 10,296,954.86 10,288,394.79

US TREASURY NOTES
DTD 11/15/2020 0.250% 11/15/2023
91282CAW1 3,910,000.00 AA+ Aaa 04/29/21 04/30/21 3,909,389.06 0.26 451.56 3,909,890.18 3,820,191.99

US TREASURY NOTES
DTD 11/30/2016 2.125% 11/30/2023
912828U57 3,275,000.00 AA+ Aaa 01/07/19 01/09/19 3,216,408.21 2.52 190.15 3,269,029.28 3,223,316.57

US TREASURY NOTES
DTD 12/15/2020 0.125% 12/15/2023
91282CBA8 4,430,000.00 AA+ Aaa 04/06/22 04/07/22 4,263,528.91 2.41 2,555.77 4,376,847.97 4,308,866.97

US TREASURY NOTES
DTD 12/31/2018 2.625% 12/31/2023
9128285U0 270,000.00 AA+ Aaa 01/30/19 01/31/19 270,801.56 2.56 2,975.97 270,095.12 265,823.42

US TREASURY NOTES
DTD 02/28/2019 2.375% 02/29/2024
9128286G0 457,000.00 AA+ Aaa 08/11/21 08/12/21 480,671.17 0.33 2,742.93 463,941.17 447,288.75

US TREASURY NOTES
DTD 02/28/2019 2.375% 02/29/2024
9128286G0 1,564,000.00 AA+ Aaa 08/11/21 08/12/21 1,644,582.66 0.35 9,387.19 1,587,629.50 1,530,765.00

US TREASURY NOTES
DTD 03/15/2021 0.250% 03/15/2024
91282CBR1 4,450,000.00 AA+ Aaa 04/06/22 04/07/22 4,262,960.94 2.49 2,358.02 4,373,916.31 4,279,648.66

US TREASURY N/B NOTES
DTD 04/15/2021 0.375% 04/15/2024
91282CBV2 4,890,000.00 AA+ Aaa 04/29/21 04/30/21 4,893,629.30 0.35 2,354.82 4,891,071.00 4,687,523.68

US TREASURY N/B NOTES
DTD 06/15/2021 0.250% 06/15/2024
91282CCG4 4,485,000.00 AA+ Aaa 04/06/22 04/07/22 4,262,852.34 2.59 5,175.00 4,379,479.86 4,262,852.57

US TREASURY NOTES
DTD 07/31/2017 2.125% 07/31/2024
9128282N9 2,450,000.00 AA+ Aaa 08/01/19 08/06/19 2,489,142.58 1.79 17,402.11 2,459,156.91 2,368,843.75

US TREASURY NOTES
DTD 08/31/2017 1.875% 08/31/2024
9128282U3 1,630,000.00 AA+ Aaa 09/04/19 09/05/19 1,672,214.45 1.34 7,723.68 1,640,588.37 1,568,875.00

US TREASURY N/B NOTES
DTD 09/15/2021 0.375% 09/15/2024
91282CCX7 4,505,000.00 AA+ Aaa 04/06/22 04/07/22 4,264,440.04 2.65 3,580.74 4,377,708.18 4,250,185.94

US TREASURY NOTES
DTD 10/02/2017 2.125% 09/30/2024
9128282Y5 1,850,000.00 AA+ Aaa 10/01/19 10/03/19 1,905,283.20 1.50 6,659.49 1,864,760.37 1,784,093.75 CITY OF MODESTO - COMBINED PORTFOLIO Page 5
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY NOTES
DTD 10/31/2017 2.250% 10/31/2024
9128283D0 460,000.00 AA+ Aaa 11/01/19 11/05/19 475,039.84 1.57 900.00 464,275.87 443,828.15

US TREASURY NOTES
DTD 11/30/2017 2.125% 11/30/2024
9128283J7 1,215,000.00 AA+ Aaa 12/02/19 12/04/19 1,239,964.45 1.69 70.54 1,222,504.40 1,169,057.81

US TREASURY NOTES
DTD 11/30/2017 2.125% 11/30/2024
9128283J7 3,450,000.00 AA+ Aaa 01/03/20 01/07/20 3,529,916.02 1.63 200.31 3,474,479.59 3,319,546.88

US TREASURY NOTES
DTD 11/30/2017 2.125% 11/30/2024
9128283J7 4,585,000.00 AA+ Aaa 04/29/21 04/30/21 4,848,816.60 0.50 266.21 4,695,359.92 4,411,629.69

US TREASURY N/B NOTES
DTD 12/15/2021 1.000% 12/15/2024
91282CDN8 4,445,000.00 AA+ Aaa 04/06/22 04/07/22 4,251,920.31 2.68 20,515.38 4,334,416.21 4,199,135.94

US TREASURY N/B NOTES
DTD 02/15/2022 1.500% 02/15/2025
91282CDZ1 4,400,000.00 AA+ Aaa 04/06/22 04/07/22 4,255,109.38 2.70 19,325.97 4,313,342.93 4,175,875.00

US TREASURY NOTES
DTD 04/30/2020 0.375% 04/30/2025
912828ZL7 4,945,000.00 AA+ Aaa 04/29/21 04/30/21 4,894,777.34 0.63 1,612.50 4,920,971.50 4,577,215.63

US TREASURY NOTES
DTD 07/02/2018 2.750% 06/30/2025
912828XZ8 4,230,000.00 AA+ Aaa 04/06/22 04/07/22 4,232,148.05 2.73 48,843.65 4,231,383.49 4,093,846.88

US TREASURY NOTES
DTD 08/31/2020 0.250% 08/31/2025
91282CAJ0 4,340,000.00 AA+ Aaa 08/02/21 08/06/21 4,291,514.06 0.53 2,741.99 4,313,179.38 3,968,387.50

US TREASURY NOTES
DTD 08/31/2020 0.250% 08/31/2025
91282CAJ0 4,635,000.00 AA+ Aaa 04/06/22 04/07/22 4,262,932.62 2.74 2,928.36 4,388,752.51 4,238,128.13

US TREASURY NOTES
DTD 09/30/2020 0.250% 09/30/2025
91282CAM3 1,100,000.00 AA+ Aaa 09/27/21 09/28/21 1,076,023.44 0.80 465.85 1,086,036.89 1,004,437.50

US TREASURY NOTES
DTD 09/30/2020 0.250% 09/30/2025
91282CAM3 4,550,000.00 AA+ Aaa 09/07/21 09/09/21 4,473,574.22 0.67 1,926.91 4,506,062.91 4,154,718.75

US TREASURY NOTES
DTD 10/31/2020 0.250% 10/31/2025
91282CAT8 5,010,000.00 AA+ Aaa 04/29/21 04/30/21 4,894,339.45 0.77 1,089.13 4,947,915.95 4,559,100.00

US TREASURY NOTES
DTD 10/31/2020 0.250% 10/31/2025
91282CAT8 6,930,000.00 AA+ Aaa 10/04/21 10/06/21 6,783,278.91 0.78 1,506.52 6,842,816.47 6,306,300.00 CITY OF MODESTO - COMBINED PORTFOLIO Page 6
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY NOTES
DTD 11/30/2020 0.375% 11/30/2025
91282CAZ4 4,250,000.00 AA+ Aaa 11/01/21 11/02/21 4,133,291.02 1.07 43.54 4,178,438.35 3,870,156.25

US TREASURY NOTES
DTD 11/30/2020 0.375% 11/30/2025
91282CAZ4 4,635,000.00 AA+ Aaa 04/06/22 04/07/22 4,254,785.16 2.75 47.49 4,374,582.78 4,220,746.88

US TREASURY NOTES
DTD 12/31/2020 0.375% 12/31/2025
91282CBC4 500,000.00 AA+ Aaa 02/02/21 02/04/21 498,613.28 0.43 787.29 499,269.09 454,687.50

US TREASURY NOTES
DTD 12/31/2020 0.375% 12/31/2025
91282CBC4 1,040,000.00 AA+ Aaa 01/07/21 01/08/21 1,035,978.13 0.45 1,637.57 1,037,911.64 945,750.00

US TREASURY NOTES
DTD 12/31/2020 0.375% 12/31/2025
91282CBC4 3,735,000.00 AA+ Aaa 04/05/21 04/07/21 3,646,439.65 0.89 5,881.08 3,686,647.79 3,396,515.63

US TREASURY NOTES
DTD 01/31/2021 0.375% 01/31/2026
91282CBH3 2,400,000.00 AA+ Aaa 07/02/21 07/07/21 2,353,875.00 0.80 3,008.29 2,373,054.60 2,175,374.88

US TREASURY NOTES
DTD 01/31/2021 0.375% 01/31/2026
91282CBH3 5,000,000.00 AA+ Aaa 02/17/22 02/18/22 4,719,531.25 1.85 6,267.27 4,810,494.09 4,532,031.00

US TREASURY NOTES
DTD 01/31/2021 0.375% 01/31/2026
91282CBH3 5,775,000.00 AA+ Aaa 01/04/22 01/06/22 5,570,167.97 1.27 7,238.69 5,640,604.83 5,234,495.80

US TREASURY NOTES
DTD 01/31/2021 0.375% 01/31/2026
91282CBH3 7,980,000.00 AA+ Aaa 05/03/22 05/04/22 7,256,812.50 2.95 10,002.56 7,464,570.31 7,233,121.48

US TREASURY NOTES
DTD 02/28/2019 2.500% 02/28/2026
9128286F2 3,210,000.00 AA+ Aaa 03/01/21 03/01/21 3,492,881.25 0.70 20,280.57 3,365,468.43 3,077,587.50

US TREASURY NOTES
DTD 02/28/2021 0.500% 02/28/2026
91282CBQ3 4,645,000.00 AA+ Aaa 04/06/22 04/07/22 4,259,973.05 2.76 5,869.36 4,373,614.17 4,213,885.94

US TREASURY NOTES
DTD 02/28/2021 0.500% 02/28/2026
91282CBQ3 6,000,000.00 AA+ Aaa 12/03/21 12/07/21 5,838,281.25 1.15 7,581.52 5,894,945.66 5,443,125.00

US TREASURY N/B NOTES
DTD 03/31/2021 0.750% 03/31/2026
91282CBT7 2,480,000.00 AA+ Aaa 09/07/21 09/09/21 2,479,031.25 0.76 3,150.82 2,479,398.02 2,263,775.00

US TREASURY N/B NOTES
DTD 03/31/2021 0.750% 03/31/2026
91282CBT7 4,925,000.00 AA+ Aaa 04/29/21 04/30/21 4,896,719.73 0.87 6,257.17 4,908,718.37 4,495,601.56 CITY OF MODESTO - COMBINED PORTFOLIO Page 7
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY N/B NOTES
DTD 05/31/2021 0.750% 05/31/2026
91282CCF6 1,405,000.00 AA+ Aaa 06/23/21 06/25/21 1,396,987.11 0.87 28.79 1,400,128.20 1,275,476.56

US TREASURY N/B NOTES
DTD 05/31/2021 0.750% 05/31/2026
91282CCF6 4,615,000.00 AA+ Aaa 04/06/22 04/07/22 4,253,551.76 2.76 94.57 4,353,755.23 4,189,554.69

US TREASURY N/B NOTES
DTD 05/31/2021 0.750% 05/31/2026
91282CCF6 4,800,000.00 AA+ Aaa 06/06/22 06/08/22 4,399,125.00 2.99 98.36 4,497,895.30 4,357,500.00

US TREASURY N/B NOTES
DTD 08/31/2021 0.750% 08/31/2026
91282CCW9 4,640,000.00 AA+ Aaa 04/06/22 04/07/22 4,258,106.25 2.75 8,794.57 4,357,916.69 4,183,975.23

US TREASURY N/B NOTES
DTD 09/30/2021 0.875% 09/30/2026
91282CCZ2 4,310,000.00 AA+ Aaa 04/05/22 04/07/22 3,968,398.83 2.77 6,388.46 4,056,042.38 3,898,529.47

US TREASURY NOTES
DTD 11/15/2016 2.000% 11/15/2026
912828U24 4,545,000.00 AA+ Aaa 06/06/22 06/08/22 4,355,920.90 3.01 4,199.18 4,397,679.27 4,257,386.95

US TREASURY NOTES
DTD 02/15/2017 2.250% 02/15/2027
912828V98 9,220,000.00 AA+ Aaa 07/05/22 07/07/22 8,981,576.56 2.85 60,745.03 9,028,156.91 8,688,409.84

US TREASURY N/B NOTES
DTD 03/31/2022 2.500% 03/31/2027
91282CEF4 910,000.00 AA+ Aaa 11/29/22 11/30/22 854,973.44 4.03 3,853.83 861,338.71 864,357.86

US TREASURY N/B NOTES
DTD 04/30/2020 0.500% 04/30/2027
912828ZN3 6,480,000.00 AA+ Aaa 08/03/22 08/05/22 5,791,500.00 2.92 2,817.39 5,910,962.12 5,685,187.82

US TREASURY NOTES
DTD 06/30/2020 0.500% 06/30/2027
912828ZV5 5,545,000.00 AA+ Aaa 08/09/22 08/10/22 4,920,754.30 2.99 11,641.44 5,023,920.96 4,839,745.31

US TREASURY NOTES
DTD 08/15/2017 2.250% 08/15/2027
9128282R0 1,200,000.00 AA+ Aaa 08/29/22 08/31/22 1,142,625.00 3.30 7,906.08 1,151,310.50 1,125,000.00

US TREASURY NOTES
DTD 08/15/2017 2.250% 08/15/2027
9128282R0 2,985,000.00 AA+ Aaa 09/01/22 09/06/22 2,830,036.52 3.40 19,666.36 2,853,057.70 2,798,437.50

US TREASURY N/B NOTES
DTD 09/30/2022 4.125% 09/30/2027
91282CFM8 5,380,000.00 AA+ Aaa 11/01/22 11/03/22 5,344,903.91 4.27 37,593.85 5,349,016.73 5,432,959.64

US TREASURY N/B NOTES
DTD 10/31/2022 4.125% 10/31/2027
91282CFU0 2,715,000.00 AA+ Aaa 12/06/22 12/08/22 2,752,755.47 3.81 9,738.59 2,749,060.16 2,742,998.44 CITY OF MODESTO - COMBINED PORTFOLIO Page 8
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY N/B NOTES
DTD 10/31/2022 4.125% 10/31/2027
91282CFU0 3,160,000.00 AA+ Aaa 12/13/22 12/14/22 3,229,495.31 3.63 11,334.78 3,222,904.57 3,192,587.50

US TREASURY NOTES
DTD 10/31/2020 0.500% 10/31/2027
91282CAU5 8,775,000.00 AA+ Aaa 01/04/23 01/06/23 7,472,803.71 3.91 3,815.22 7,580,888.22 7,587,632.81

US TREASURY N/B NOTES
DTD 01/31/2023 3.500% 01/31/2028
91282CGH8 2,220,000.00 AA+ Aaa 05/16/23 05/18/23 2,218,265.63 3.52 25,971.55 2,218,279.76 2,190,168.75

US TREASURY NOTES
DTD 01/31/2021 0.750% 01/31/2028
91282CBJ9 3,450,000.00 AA+ Aaa 01/31/23 01/31/23 2,994,761.72 3.66 8,648.83 3,024,928.11 3,000,961.11

US TREASURY N/B NOTES
DTD 02/28/2023 4.000% 02/29/2028
91282CGP0 2,825,000.00 AA+ Aaa 03/03/23 03/07/23 2,793,660.16 4.25 28,557.06 2,795,141.05 2,850,601.56

US TREASURY N/B NOTES
DTD 02/28/2023 4.000% 02/29/2028
91282CGP0 2,970,000.00 AA+ Aaa 03/03/23 03/06/23 2,931,134.77 4.29 30,022.83 2,932,991.59 2,996,915.63

US TREASURY N/B NOTES
DTD 03/31/2021 1.250% 03/31/2028
91282CBS9 2,555,000.00 AA+ Aaa 05/08/23 05/09/23 2,299,400.20 3.49 5,410.18 2,302,688.12 2,267,961.59

US TREASURY N/B NOTES
DTD 03/31/2023 3.625% 03/31/2028
91282CGT2 2,675,000.00 AA+ Aaa 05/01/23 05/02/23 2,672,178.71 3.65 16,426.40 2,672,225.86 2,654,937.50

US TREASURY N/B NOTES
DTD 04/30/2023 3.500% 04/30/2028
91282CHA2 3,320,000.00 AA+ Aaa 05/01/23 05/01/23 3,304,567.19 3.60 10,104.35 3,304,829.19 3,277,462.50

US TREASURY N/B NOTES
DTD 04/30/2023 3.500% 04/30/2028
91282CHA2 6,530,000.00 AA+ Aaa 05/03/23 05/04/23 6,559,844.14 3.40 19,873.91 6,559,385.75 6,446,334.38 Security Type Sub-Total 256,756,000.00 247,481,790.41 2.40 579,419.43 249,594,788.31 240,069,815.76 Supra-National Agency Bond / Note

INTL BK RECON & DEVELOP NOTES
DTD 11/24/2020 0.250% 11/24/2023
459058JM6 1,790,000.00 AAA Aaa 11/17/20 11/24/20 1,786,151.50 0.32 87.01 1,789,381.43 1,746,359.80

INTER-AMERICAN DEVEL BK NOTES
DTD 09/23/2021 0.500% 09/23/2024
4581X0DZ8 4,095,000.00 AAA Aaa 09/15/21 09/23/21 4,091,969.70 0.52 3,867.50 4,093,672.86 3,870,356.49 Security Type Sub-Total 5,885,000.00 5,878,121.20 0.46 3,954.51 5,883,054.29 5,616,716.29 CITY OF MODESTO - COMBINED PORTFOLIO Page 9
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Municipal Bond / Note

CA ST TXBL GO BONDS
DTD 10/24/2019 2.400% 10/01/2023
13063DRJ9 2,310,000.00 AA- Aa2 10/16/19 10/24/19 2,356,223.10 1.87 9,240.00 2,313,921.57 2,292,236.10

MD ST TXBL GO BONDS
DTD 08/05/2020 0.510% 08/01/2024
574193TQ1 620,000.00 AAA Aaa 07/23/20 08/05/20 619,826.40 0.52 1,054.00 619,949.12 587,059.40

CA ST UNIV TXBL REV BONDS
DTD 09/17/2020 0.685% 11/01/2024
13077DMK5 600,000.00 AA- Aa2 08/27/20 09/17/20 600,000.00 0.69 342.50 600,000.00 562,134.00

CA ST DEPT WTR RES WTR SYS TXBL REV
BNDS
DTD 08/06/2020 0.560% 12/01/2024
13067WRB0 100,000.00 AAA Aa1 07/30/20 08/06/20 100,000.00 0.56 280.00 100,000.00 93,495.00

UNIV OF CAL TXBL REV BONDS
DTD 07/16/2020 0.883% 05/15/2025
91412HGE7 220,000.00 AA Aa2 07/14/20 07/16/20 220,796.40 0.81 86.34 220,314.15 204,837.60

UNIV OF CAL TXBL REV BONDS
DTD 07/16/2020 0.883% 05/15/2025
91412HGE7 510,000.00 AA Aa2 07/10/20 07/16/20 510,000.00 0.88 200.14 510,000.00 474,850.80

FL ST BOARD OF ADMIN TXBL REV BONDS
DTD 09/16/2020 1.258% 07/01/2025
341271AD6 505,000.00 AA Aa3 09/03/20 09/16/20 508,570.35 1.11 2,647.04 506,553.48 466,933.10

FL ST BOARD OF ADMIN TXBL REV BONDS
DTD 09/16/2020 1.258% 07/01/2025
341271AD6 1,295,000.00 AA Aa3 09/03/20 09/16/20 1,295,000.00 1.26 6,787.96 1,295,000.00 1,197,382.90

LOS ANGELES CCD, CA TXBL GO BONDS
DTD 11/10/2020 0.773% 08/01/2025
54438CYK2 925,000.00 AA+ Aaa 10/30/20 11/10/20 925,000.00 0.77 2,383.42 925,000.00 851,629.00

NJ TURNPIKE AUTHORITY TXBL REV BONDS
DTD 02/04/2021 1.047% 01/01/2026
646140DP5 505,000.00 AA- A1 01/22/21 02/04/21 505,000.00 1.05 2,203.06 505,000.00 459,908.55 Security Type Sub-Total 7,590,000.00 7,640,416.25 1.22 25,224.46 7,595,738.32 7,190,466.45 Federal Agency Commercial Mortgage-Backed Security

FANNIEMAE-ACES
DTD 04/01/2014 3.346% 03/01/2024
3136AJB54 681,564.83 AA+ Aaa 12/13/19 12/18/19 714,684.62 2.14 1,900.43 687,476.77 675,946.00 FHMS K061 A2
DTD 01/30/2017 3.347% 11/01/2026
3137BTUM1 2,475,000.00 AA+ Aaa 05/19/23 05/24/23 2,398,816.41 4.31 6,903.19 2,399,301.27 2,393,461.72 CITY OF MODESTO - COMBINED PORTFOLIO Page 10
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Security Type Sub-Total 3,156,564.83 3,113,501.03 3.83 8,803.62 3,086,778.04 3,069,407.72 Federal Agency Bond / Note

FANNIE MAE NOTES
DTD 11/25/2020 0.250% 11/27/2023
3135G06H1 900,000.00 AA+ Aaa 01/25/21 01/26/21 901,368.00 0.20 25.00 900,236.59 877,894.20

FREDDIE MAC NOTES
DTD 12/04/2020 0.250% 12/04/2023
3137EAFA2 2,015,000.00 AA+ Aaa 12/02/20 12/04/20 2,013,005.15 0.28 2,476.77 2,014,661.15 1,963,494.59

FEDERAL HOME LOAN BANKS NOTES
DTD 12/09/2013 3.375% 12/08/2023
3130A0F70 2,025,000.00 AA+ Aaa 01/30/19 01/31/19 2,084,684.63 2.72 32,842.97 2,031,399.59 2,004,093.90

FANNIE MAE NOTES
DTD 01/10/2020 1.625% 01/07/2025
3135G0X24 3,500,000.00 AA+ Aaa 03/04/20 03/05/20 3,628,135.00 0.85 22,750.00 3,542,446.08 3,334,950.50

FREDDIE MAC NOTES
DTD 02/14/2020 1.500% 02/12/2025
3137EAEP0 640,000.00 AA+ Aaa 02/27/20 02/28/20 649,676.80 1.18 2,906.67 643,323.56 607,362.56

FEDERAL HOME LOAN BANK NOTES
DTD 04/16/2020 0.500% 04/14/2025
3130AJHU6 2,370,000.00 AA+ Aaa 04/15/20 04/16/20 2,358,244.80 0.60 1,547.08 2,365,598.24 2,200,274.82

FANNIE MAE NOTES
DTD 04/24/2020 0.625% 04/22/2025
3135G03U5 475,000.00 AA+ Aaa 04/29/20 04/30/20 475,731.50 0.59 321.61 475,278.03 441,741.45

FANNIE MAE NOTES
DTD 04/24/2020 0.625% 04/22/2025
3135G03U5 1,910,000.00 AA+ Aaa 06/03/20 06/05/20 1,919,779.20 0.52 1,293.23 1,913,792.05 1,776,265.62

FANNIE MAE NOTES
DTD 04/24/2020 0.625% 04/22/2025
3135G03U5 3,195,000.00 AA+ Aaa 04/22/20 04/24/20 3,188,418.30 0.67 2,163.28 3,192,506.60 2,971,292.49

FANNIE MAE NOTES
DTD 04/24/2020 0.625% 04/22/2025
3135G03U5 3,345,000.00 AA+ Aaa 05/01/20 05/04/20 3,347,475.30 0.61 2,264.84 3,345,942.91 3,110,789.79

FANNIE MAE NOTES
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 200,000.00 AA+ Aaa 09/17/20 09/18/20 200,712.00 0.42 455.56 200,306.90 184,618.00

FANNIE MAE NOTES
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 1,075,000.00 AA+ Aaa 10/01/20 10/05/20 1,080,041.75 0.40 2,448.61 1,077,194.75 992,321.75

FANNIE MAE NOTES
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 1,190,000.00 AA+ Aaa 01/04/21 01/05/21 1,197,223.30 0.36 2,710.56 1,193,322.54 1,098,477.10

FANNIE MAE NOTES
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 3,675,000.00 AA+ Aaa 06/17/20 06/19/20 3,667,392.75 0.54 8,370.83 3,671,884.53 3,392,355.75 CITY OF MODESTO - COMBINED PORTFOLIO Page 11
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Federal Agency Bond / Note

FANNIE MAE NOTES
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 3,820,000.00 AA+ Aaa 10/02/20 10/05/20 3,836,311.40 0.41 8,701.11 3,827,100.59 3,526,203.80

FREDDIE MAC NOTES
DTD 07/23/2020 0.375% 07/21/2025
3137EAEU9 2,220,000.00 AA+ Aaa 07/21/20 07/23/20 2,208,944.40 0.48 3,006.25 2,215,266.22 2,038,259.70

FANNIE MAE NOTES
DTD 08/27/2020 0.375% 08/25/2025
3135G05X7 450,000.00 AA+ Aaa 10/22/20 10/23/20 447,480.00 0.49 450.00 448,836.26 411,791.40

FANNIE MAE NOTES
DTD 08/27/2020 0.375% 08/25/2025
3135G05X7 550,000.00 AA+ Aaa 10/15/20 10/16/20 548,289.50 0.44 550.00 549,213.21 503,300.60

FANNIE MAE NOTES
DTD 08/27/2020 0.375% 08/25/2025
3135G05X7 2,360,000.00 AA+ Aaa 08/25/20 08/27/20 2,348,955.20 0.47 2,360.00 2,355,058.91 2,159,617.12

FREDDIE MAC NOTES
DTD 09/25/2020 0.375% 09/23/2025
3137EAEX3 130,000.00 AA+ Aaa 09/29/20 09/30/20 129,829.70 0.40 92.08 129,920.89 118,676.87

FREDDIE MAC NOTES
DTD 09/25/2020 0.375% 09/23/2025
3137EAEX3 3,400,000.00 AA+ Aaa 09/23/20 09/25/20 3,389,766.00 0.44 2,408.34 3,395,258.92 3,103,856.60

FANNIE MAE NOTES
DTD 11/12/2020 0.500% 11/07/2025
3135G06G3 2,040,000.00 AA+ Aaa 11/19/20 11/24/20 2,039,224.80 0.51 680.00 2,039,618.61 1,862,534.28

FANNIE MAE NOTES
DTD 11/12/2020 0.500% 11/07/2025
3135G06G3 2,215,000.00 AA+ Aaa 11/09/20 11/12/20 2,207,070.30 0.57 738.33 2,211,124.42 2,022,310.51 Security Type Sub-Total 43,700,000.00 43,867,759.78 0.64 101,563.12 43,739,291.55 40,702,483.40 Corporate Note

TOYOTA MOTOR CREDIT CORP CORP
NOTES
DTD 09/20/2018 3.450% 09/20/2023
89236TFN0 2,230,000.00 A+ A1 11/13/18 11/15/18 2,210,175.30 3.65 15,173.29 2,228,756.76 2,216,646.76

US BANK NA CINCINNATI CORP NOTES
(CALLAB
DTD 02/04/2019 3.375% 02/05/2024
91159HHV5 2,860,000.00 A A3 07/19/19 07/23/19 2,995,535.40 2.27 31,102.50 2,878,160.24 2,813,007.34

PFIZER INC CORP NOTES
DTD 03/11/2019 2.950% 03/15/2024
717081ES8 3,445,000.00 A+ A1 04/02/19 04/04/19 3,486,374.45 2.69 21,454.69 3,451,026.99 3,385,181.02 CITY OF MODESTO - COMBINED PORTFOLIO Page 12
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Corporate Note
AMAZON.COM INC CORPORATE NOTES
DTD 05/12/2021 0.450% 05/12/2024
023135BW5 1,590,000.00 AA A1 05/10/21 05/12/21 1,587,678.60 0.50 377.63 1,589,267.15 1,518,626.49

JP MORGAN CHASE BANK CORP NOTE
DTD 05/13/2014 3.625% 05/13/2024
46625HJX9 1,320,000.00 A- A1 09/22/20 09/24/20 1,461,028.80 0.65 2,392.50 1,356,877.92 1,297,398.96

WALMART INC CORPORATE NOTES
DTD 04/23/2019 2.850% 07/08/2024
931142EL3 4,000,000.00 AA Aa2 07/10/19 07/12/19 4,124,840.00 2.19 45,283.33 4,025,970.62 3,910,360.00

JPMORGAN CHASE & CO CORPORATE

NOTES (CAL
DTD 09/16/2020 0.653% 09/16/2024
46647PBS4 1,405,000.00 A- A1 09/09/20 09/16/20 1,405,000.00 0.65 1,911.39 1,405,000.00 1,385,072.89

PACCAR FINANCIAL CORP CORPORATE
NOTES
DTD 02/06/2020 1.800% 02/06/2025
69371RQ66 1,810,000.00 A+ A1 05/11/20 05/13/20 1,839,014.30 1.45 10,407.50 1,820,331.10 1,715,717.10

NOVARTIS CAPITAL CORP
DTD 02/14/2020 1.750% 02/14/2025
66989HAP3 2,290,000.00 AA- A1 05/07/20 05/11/20 2,378,050.50 0.92 11,911.18 2,320,552.34 2,180,494.49

MASTERCARD INC CORP NOTES (CALLABLE)
DTD 12/03/2019 2.000% 03/03/2025
57636QAN4 1,760,000.00 A+ Aa3 05/04/20 05/06/20 1,836,225.60 1.08 8,604.44 1,786,947.11 1,682,301.28 AMAZON.COM INC CORPORATE NOTES
DTD 04/13/2022 3.000% 04/13/2025
023135CE4 3,430,000.00 AA A1 04/11/22 04/13/22 3,424,546.30 3.06 13,720.00 3,426,606.37 3,336,117.47

JPMORGAN CHASE & CO (CALLABLE) CORP
NOTE
DTD 06/01/2021 0.824% 06/01/2025
46647PCH7 865,000.00 A- A1 05/24/21 06/01/21 865,000.00 0.82 3,563.80 865,000.00 822,119.36

BRISTOL-MYERS SQUIBB CO CORPORATE
NOTES
DTD 11/13/2020 0.750% 11/13/2025
110122DN5 2,230,000.00 A+ A2 06/23/21 06/25/21 2,210,888.90 0.95 836.25 2,219,311.15 2,038,637.01

BANK OF NY MELLON CORP (CALLABLE)
CORPOR
DTD 01/28/2021 0.750% 01/28/2026
06406RAQ0 3,465,000.00 A A1 02/02/21 02/04/21 3,465,831.60 0.75 8,879.06 3,465,437.66 3,110,953.23

BANK OF AMERICA CORP NOTES
(CALLABLE)
DTD 03/22/2022 3.384% 04/02/2026
06051GKM0 2,025,000.00 A- A1 03/17/22 03/22/22 2,025,000.00 3.38 11,230.65 2,025,000.00 1,946,482.65 CITY OF MODESTO - COMBINED PORTFOLIO Page 13
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Corporate Note

MICROSOFT CORP (CALLABLE) NOTES
DTD 08/08/2016 2.400% 08/08/2026
594918BR4 3,000,000.00 AAA Aaa 02/23/22 02/25/22 3,033,150.00 2.14 22,600.00 3,023,181.21 2,844,873.00

MASTERCARD INC CORP NOTES (CALLABLE)
DTD 11/21/2016 2.950% 11/21/2026
57636QAG9 2,560,000.00 A+ Aa3 12/20/22 12/22/22 2,434,099.20 4.33 2,097.78 2,448,274.05 2,444,226.56

TARGET CORP CORP NOTES (CALLABLE)
DTD 01/24/2022 1.950% 01/15/2027
87612EBM7 365,000.00 A A2 01/19/22 01/24/22 364,379.50 1.99 2,688.83 364,547.86 335,741.60

MICROSOFT CORP CORP NOTES (CALLABLE)
DTD 02/06/2017 3.300% 02/06/2027
594918BY9 3,000,000.00 AAA Aaa 12/14/22 12/16/22 2,914,170.00 4.06 31,625.00 2,923,643.64 2,934,180.00

HOME DEPOT INC CORP NOTES (CALLABLE)
DTD 09/14/2017 2.800% 09/14/2027
437076BT8 3,610,000.00 A A2 01/26/23 01/30/23 3,405,674.00 4.16 21,619.89 3,420,441.64 3,384,952.60

WALMART INC CORPORATE NOTES
(CALLABLE)
DTD 04/18/2023 3.900% 04/15/2028
931142FB4 1,220,000.00 AA Aa2 05/16/23 05/18/23 1,217,279.40 3.95 5,683.17 1,217,300.63 1,205,203.84

APPLE INC CORP NOTES CALLABLE
DTD 05/10/2023 4.000% 05/10/2028
037833ET3 5,200,000.00 AA+ Aaa 05/16/23 05/18/23 5,216,380.00 3.93 12,133.33 5,216,251.82 5,183,318.40 Security Type Sub-Total 53,680,000.00 53,900,321.85 2.54 285,296.21 53,477,886.26 51,691,612.05 Commercial Paper

NATIXIS NY BRANCH COMM PAPER
DTD 01/03/2023 0.000% 07/03/2023
63873KU39 10,365,000.00 A-1 P-1 01/04/23 01/05/23 10,106,799.21 5.14 0.00 10,318,841.20 10,315,009.61

ING (US) FUNDING LLC COMM PAPER
DTD 01/05/2023 0.000% 08/04/2023
45685RV46 10,290,000.00 A-1 P-1 01/10/23 01/11/23 9,997,020.83 5.15 0.00 10,198,533.33 10,190,917.59

LMA AMERICAS LLC COMM PAPER
DTD 05/05/2023 0.000% 09/07/2023
53944RW79 10,450,000.00 A-1 P-1 05/09/23 05/09/23 10,265,249.81 5.35 0.00 10,300,367.61 10,294,807.05 Security Type Sub-Total 31,105,000.00 30,369,069.85 5.21 0.00 30,817,742.14 30,800,734.25 Certificate of Deposit
CITY OF MODESTO - COMBINED PORTFOLIO Page 14
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Certificate of Deposit

TORONTO DOMINION BANK NY CERT
DEPOS
DTD 10/31/2022 5.470% 10/25/2024
89115B6F2 3,355,000.00 A A1 10/27/22 10/31/22 3,355,000.00 5.44 108,581.78 3,355,000.00 3,352,651.50 Security Type Sub-Total 3,355,000.00 3,355,000.00 5.44 108,581.78 3,355,000.00 3,352,651.50 Asset-Backed Security
HAROT 2020-1 A3
DTD 02/26/2020 1.610% 04/22/2024
43813RAC1 55,501.45 NR Aaa 02/19/20 02/26/20 55,490.57 1.61 24.82 55,499.11 55,390.80 TAOT 2020-A A3
DTD 02/12/2020 1.660% 05/15/2024
89232HAC9 5,576.75 AAA Aaa 02/04/20 02/12/20 5,576.35 1.66 4.11 5,576.66 5,568.79 CARMX 2020-1 A3
DTD 01/22/2020 1.890% 12/16/2024
14315XAC2 117,722.41 AAA NR 01/14/20 01/22/20 117,699.31 1.89 98.89 117,715.13 116,949.40 HAROT 2021-1 A3
DTD 02/24/2021 0.270% 04/21/2025
43813GAC5 293,859.14 NR Aaa 02/17/21 02/24/21 293,853.75 0.27 22.04 293,856.69 286,123.18 HART 2021-A A3
DTD 04/28/2021 0.380% 09/15/2025
44933LAC7 330,112.52 AAA NR 04/20/21 04/28/21 330,077.80 0.38 55.75 330,094.37 320,466.80 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
14316NAC3 205,462.04 AAA NR 01/20/21 01/27/21 205,421.44 0.34 31.05 205,440.91 198,529.26 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
89239BAC5 956,011.65 AAA Aaa 09/21/21 09/27/21 955,935.45 0.43 182.70 955,965.13 916,664.98 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
14314QAC8 546,934.62 AAA NR 04/13/21 04/21/21 546,816.76 0.52 126.40 546,868.30 527,492.74 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
44935FAD6 465,000.00 AAA NR 11/09/21 11/17/21 464,896.21 0.75 152.93 464,931.71 445,255.64 DCENT 2021-A1 A1
DTD 09/27/2021 0.580% 09/15/2026
254683CP8 775,000.00 AAA Aaa 09/20/21 09/27/21 774,834.07 0.58 199.78 774,890.05 729,088.07 Security Type Sub-Total 3,751,180.58 3,750,601.71 0.56 898.47 3,750,838.06 3,601,529.66 CITY OF MODESTO - COMBINED PORTFOLIO Page 15
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Managed Account Detail of Securities Held For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Managed Account Sub-Total 408,978,745.41 399,356,582.08 2.43 1,113,741.60 401,301,116.97 386,095,417.08 $408,978,745.41 $399,356,582.08 2.43% $1,113,741.60 $401,301,116.97 $386,095,417.08 $387,209,158.68
$1,113,741.60
Total Investments
Accrued Interest
Securities Sub-Total
CITY OF MODESTO - COMBINED PORTFOLIO Page 16
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY NOTES 91282CAP6 10,490,000.00 CITIGRP 98.08 10,288,394.79 15,570.57 (8,560.07) DTD 10/15/2020 0.125% 10/15/2023

0.38 5.36
US TREASURY NOTES 91282CAW1 3,910,000.00 MERRILL 97.70 3,820,191.99 (89,197.07) (89,698.19) DTD 11/15/2020 0.250% 11/15/2023

0.46 5.40
US TREASURY NOTES 912828U57 3,275,000.00 BNP_PARI 98.42 3,223,316.57 6,908.36 (45,712.71) DTD 11/30/2016 2.125% 11/30/2023

0.50 5.37
US TREASURY NOTES 91282CBA8 4,430,000.00 NOMURA 97.27 4,308,866.97 45,338.06 (67,981.00) DTD 12/15/2020 0.125% 12/15/2023

0.54 5.32
US TREASURY NOTES 9128285U0 270,000.00 MERRILL 98.45 265,823.42 (4,978.14) (4,271.70) DTD 12/31/2018 2.625% 12/31/2023

0.58 5.35
US TREASURY NOTES 9128286G0 457,000.00 WELLS_F 97.88 447,288.75 (33,382.42) (16,652.42) DTD 02/28/2019 2.375% 02/29/2024

0.74 5.30
US TREASURY NOTES 9128286G0 1,564,000.00 WELLS_F 97.88 1,530,765.00 (113,817.66) (56,864.50) DTD 02/28/2019 2.375% 02/29/2024

0.74 5.30
US TREASURY NOTES 91282CBR1 4,450,000.00 RBS 96.17 4,279,648.66 16,687.72 (94,267.65) DTD 03/15/2021 0.250% 03/15/2024

0.79 5.26
US TREASURY N/B NOTES 91282CBV2 4,890,000.00 BARCLAY 95.86 4,687,523.68 (206,105.62) (203,547.32) DTD 04/15/2021 0.375% 04/15/2024

0.87 5.28
US TREASURY N/B NOTES 91282CCG4 4,485,000.00 NOMURA 95.05 4,262,852.57 0.23 (116,627.29) DTD 06/15/2021 0.250% 06/15/2024

1.04 5.20
US TREASURY NOTES 9128282N9 2,450,000.00 TD 96.69 2,368,843.75 (120,298.83) (90,313.16) DTD 07/31/2017 2.125% 07/31/2024

1.15 5.08
US TREASURY NOTES 9128282U3 1,630,000.00 MERRILL 96.25 1,568,875.00 (103,339.45) (71,713.37) DTD 08/31/2017 1.875% 08/31/2024

1.24 5.00
US TREASURY N/B NOTES 91282CCX7 4,505,000.00 BARCLAY 94.34 4,250,185.94 (14,254.10) (127,522.24) DTD 09/15/2021 0.375% 09/15/2024

1.29 4.95
US TREASURY NOTES 9128282Y5 1,850,000.00 HSBC 96.44 1,784,093.75 (121,189.45) (80,666.62) DTD 10/02/2017 2.125% 09/30/2024

1.32 4.92
US TREASURY NOTES 9128283D0 460,000.00 MORGAN_S 96.48 443,828.15 (31,211.69) (20,447.72) DTD 10/31/2017 2.250% 10/31/2024

1.40 4.85
US TREASURY NOTES 9128283J7 1,215,000.00 NOMURA 96.22 1,169,057.81 (70,906.64) (53,446.59) DTD 11/30/2017 2.125% 11/30/2024

1.48 4.77
US TREASURY NOTES 9128283J7 3,450,000.00 RBS 96.22 3,319,546.88 (210,369.14) (154,932.71) DTD 11/30/2017 2.125% 11/30/2024

1.48 4.77
CITY OF MODESTO - COMBINED PORTFOLIO Page 17
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY NOTES 9128283J7 4,585,000.00 HSBC 96.22 4,411,629.69 (437,186.91) (283,730.23) DTD 11/30/2017 2.125% 11/30/2024

1.48 4.77
US TREASURY N/B NOTES 91282CDN8 4,445,000.00 BNP_PAR 94.47 4,199,135.94 (52,784.37) (135,280.27) DTD 12/15/2021 1.000% 12/15/2024

1.53 4.76
US TREASURY N/B NOTES 91282CDZ1 4,400,000.00 RBS 94.91 4,175,875.00 (79,234.38) (137,467.93) DTD 02/15/2022 1.500% 02/15/2025

1.69 4.63
US TREASURY NOTES 912828ZL7 4,945,000.00 JPM_CHA 92.56 4,577,215.63 (317,561.71) (343,755.87) DTD 04/30/2020 0.375% 04/30/2025

1.91 4.47
US TREASURY NOTES 912828XZ8 4,230,000.00 BARCLAY 96.78 4,093,846.88 (138,301.17) (137,536.61) DTD 07/02/2018 2.750% 06/30/2025

2.01 4.38
US TREASURY NOTES 91282CAJ0 4,340,000.00 WELLS_F 91.44 3,968,387.50 (323,126.56) (344,791.88) DTD 08/31/2020 0.250% 08/31/2025

2.24 4.28
US TREASURY NOTES 91282CAJ0 4,635,000.00 BNP_PAR 91.44 4,238,128.13 (24,804.49) (150,624.38) DTD 08/31/2020 0.250% 08/31/2025

2.24 4.28
US TREASURY NOTES 91282CAM3 1,100,000.00 BNP_PAR 91.31 1,004,437.50 (71,585.94) (81,599.39) DTD 09/30/2020 0.250% 09/30/2025

2.33 4.20
US TREASURY NOTES 91282CAM3 4,550,000.00 HSBC 91.31 4,154,718.75 (318,855.47) (351,344.16) DTD 09/30/2020 0.250% 09/30/2025

2.33 4.20
US TREASURY NOTES 91282CAT8 5,010,000.00 HSBC 91.00 4,559,100.00 (335,239.45) (388,815.95) DTD 10/31/2020 0.250% 10/31/2025

2.41 4.21
US TREASURY NOTES 91282CAT8 6,930,000.00 TD 91.00 6,306,300.00 (476,978.91) (536,516.47) DTD 10/31/2020 0.250% 10/31/2025

2.41 4.21
US TREASURY NOTES 91282CAZ4 4,250,000.00 WELLS_F 91.06 3,870,156.25 (263,134.77) (308,282.10) DTD 11/30/2020 0.375% 11/30/2025

2.49 4.18
US TREASURY NOTES 91282CAZ4 4,635,000.00 WELLS_F 91.06 4,220,746.88 (34,038.28) (153,835.90) DTD 11/30/2020 0.375% 11/30/2025

2.49 4.18
US TREASURY NOTES 91282CBC4 500,000.00 HSBC 90.94 454,687.50 (43,925.78) (44,581.59) DTD 12/31/2020 0.375% 12/31/2025

2.57 4.11
US TREASURY NOTES 91282CBC4 1,040,000.00 CITIGRP 90.94 945,750.00 (90,228.13) (92,161.64) DTD 12/31/2020 0.375% 12/31/2025

2.57 4.11
US TREASURY NOTES 91282CBC4 3,735,000.00 JPM_CHA 90.94 3,396,515.63 (249,924.02) (290,132.16) DTD 12/31/2020 0.375% 12/31/2025

2.57 4.11
US TREASURY NOTES 91282CBH3 2,400,000.00 BNP_PAR 90.64 2,175,374.88 (178,500.12) (197,679.72) DTD 01/31/2021 0.375% 01/31/2026

2.65 4.11
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY NOTES 91282CBH3 5,000,000.00 NOMURA 90.64 4,532,031.00 (187,500.25) (278,463.09) DTD 01/31/2021 0.375% 01/31/2026

2.65 4.11
US TREASURY NOTES 91282CBH3 5,775,000.00 MORGAN_ 90.64 5,234,495.80 (335,672.17) (406,109.03) DTD 01/31/2021 0.375% 01/31/2026

2.65 4.11
US TREASURY NOTES 91282CBH3 7,980,000.00 JPM_CHA 90.64 7,233,121.48 (23,691.02) (231,448.83) DTD 01/31/2021 0.375% 01/31/2026

2.65 4.11
US TREASURY NOTES 9128286F2 3,210,000.00 GOLDMAN 95.88 3,077,587.50 (415,293.75) (287,880.93) DTD 02/28/2019 2.500% 02/28/2026

2.66 4.10
US TREASURY NOTES 91282CBQ3 4,645,000.00 NOMURA 90.72 4,213,885.94 (46,087.11) (159,728.23) DTD 02/28/2021 0.500% 02/28/2026

2.73 4.10
US TREASURY NOTES 91282CBQ3 6,000,000.00 WELLS_F 90.72 5,443,125.00 (395,156.25) (451,820.66) DTD 02/28/2021 0.500% 02/28/2026

2.73 4.10
US TREASURY N/B NOTES 91282CBT7 2,480,000.00 WELLS_F 91.28 2,263,775.00 (215,256.25) (215,623.02) DTD 03/31/2021 0.750% 03/31/2026

2.80 4.04
US TREASURY N/B NOTES 91282CBT7 4,925,000.00 MORGAN_ 91.28 4,495,601.56 (401,118.17) (413,116.81) DTD 03/31/2021 0.750% 03/31/2026

2.80 4.04
US TREASURY N/B NOTES 91282CCF6 1,405,000.00 MERRILL 90.78 1,275,476.56 (121,510.55) (124,651.64) DTD 05/31/2021 0.750% 05/31/2026

2.97 4.04
US TREASURY N/B NOTES 91282CCF6 4,615,000.00 NOMURA 90.78 4,189,554.69 (63,997.07) (164,200.54) DTD 05/31/2021 0.750% 05/31/2026

2.97 4.04
US TREASURY N/B NOTES 91282CCF6 4,800,000.00 CITIGRP 90.78 4,357,500.00 (41,625.00) (140,395.30) DTD 05/31/2021 0.750% 05/31/2026

2.97 4.04
US TREASURY N/B NOTES 91282CCW9 4,640,000.00 RBC 90.17 4,183,975.23 (74,131.02) (173,941.46) DTD 08/31/2021 0.750% 08/31/2026

3.21 4.00
US TREASURY N/B NOTES 91282CCZ2 4,310,000.00 RBC 90.45 3,898,529.47 (69,869.36) (157,512.91) DTD 09/30/2021 0.875% 09/30/2026

3.28 3.96
US TREASURY NOTES 912828U24 4,545,000.00 RBC 93.67 4,257,386.95 (98,533.95) (140,292.32) DTD 11/15/2016 2.000% 11/15/2026

3.35 3.98
US TREASURY NOTES 912828V98 9,220,000.00 JPM_CHA 94.23 8,688,409.84 (293,166.72) (339,747.07) DTD 02/15/2017 2.250% 02/15/2027

3.55 3.93
US TREASURY N/B NOTES 91282CEF4 910,000.00 BARCLAY 94.98 864,357.86 9,384.42 3,019.15 DTD 03/31/2022 2.500% 03/31/2027

3.66 3.92
US TREASURY N/B NOTES 912828ZN3 6,480,000.00 NOMURA 87.73 5,685,187.82 (106,312.18) (225,774.30) DTD 04/30/2020 0.500% 04/30/2027

3.88 3.91
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY NOTES 912828ZV5 5,545,000.00 WELLS_F 87.28 4,839,745.31 (81,008.99) (184,175.65) DTD 06/30/2020 0.500% 06/30/2027

4.03 3.90
US TREASURY NOTES 9128282R0 1,200,000.00 BNP_PAR 93.75 1,125,000.00 (17,625.00) (26,310.50) DTD 08/15/2017 2.250% 08/15/2027

4.01 3.87
US TREASURY NOTES 9128282R0 2,985,000.00 HSBC 93.75 2,798,437.50 (31,599.02) (54,620.20) DTD 08/15/2017 2.250% 08/15/2027

4.01 3.87
US TREASURY N/B NOTES 91282CFM8 5,380,000.00 MERRILL 100.98 5,432,959.64 88,055.73 83,942.91 DTD 09/30/2022 4.125% 09/30/2027

3.99 3.87
US TREASURY N/B NOTES 91282CFU0 2,715,000.00 NOMURA 101.03 2,742,998.44 (9,757.03) (6,061.72) DTD 10/31/2022 4.125% 10/31/2027

4.07 3.87
US TREASURY N/B NOTES 91282CFU0 3,160,000.00 JPM_CHA 101.03 3,192,587.50 (36,907.81) (30,317.07) DTD 10/31/2022 4.125% 10/31/2027

4.07 3.87
US TREASURY NOTES 91282CAU5 8,775,000.00 WELLS_F 86.47 7,587,632.81 114,829.10 6,744.59 DTD 10/31/2020 0.500% 10/31/2027

4.37 3.86
US TREASURY N/B NOTES 91282CGH8 2,220,000.00 BNP_PAR 98.66 2,190,168.75 (28,096.88) (28,111.01) DTD 01/31/2023 3.500% 01/31/2028

4.30 3.82
US TREASURY NOTES 91282CBJ9 3,450,000.00 HSBC 86.98 3,000,961.11 6,199.39 (23,967.00) DTD 01/31/2021 0.750% 01/31/2028

4.58 3.82
US TREASURY N/B NOTES 91282CGP0 2,825,000.00 TD 100.91 2,850,601.56 56,941.40 55,460.51 DTD 02/28/2023 4.000% 02/29/2028

4.33 3.79
US TREASURY N/B NOTES 91282CGP0 2,970,000.00 JPM_CHA 100.91 2,996,915.63 65,780.86 63,924.04 DTD 02/28/2023 4.000% 02/29/2028

4.33 3.79
US TREASURY N/B NOTES 91282CBS9 2,555,000.00 BNP_PAR 88.77 2,267,961.59 (31,438.61) (34,726.53) DTD 03/31/2021 1.250% 03/31/2028

4.68 3.82
US TREASURY N/B NOTES 91282CGT2 2,675,000.00 RBS 99.25 2,654,937.50 (17,241.21) (17,288.36) DTD 03/31/2023 3.625% 03/31/2028

4.45 3.80
US TREASURY N/B NOTES 91282CHA2 3,320,000.00 BARCLAY 98.72 3,277,462.50 (27,104.69) (27,366.69) DTD 04/30/2023 3.500% 04/30/2028

4.54 3.79
US TREASURY N/B NOTES 91282CHA2 6,530,000.00 GOLDMAN 98.72 6,446,334.38 (113,509.76) (113,051.37) DTD 04/30/2023 3.500% 04/30/2028

4.54 3.79
Security Type Sub-Total 256,756,000.00 240,069,815.76 (7,411,974.65) (9,524,972.55) 2.62 4.32 Supra-National Agency Bond / Note
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Supra-National Agency Bond / Note
INTL BK RECON & DEVELOP NOTES 459058JM6 1,790,000.00 TD 97.56 1,746,359.80 (39,791.70) (43,021.63) DTD 11/24/2020 0.250% 11/24/2023

0.48 5.43
INTER-AMERICAN DEVEL BK NOTES 4581X0DZ8 4,095,000.00 JPM_CHA 94.51 3,870,356.49 (221,613.21) (223,316.37) DTD 09/23/2021 0.500% 09/23/2024

1.31 4.86
Security Type Sub-Total 5,885,000.00 5,616,716.29 (261,404.91) (266,338.00) 1.05 5.04 Municipal Bond / Note
CA ST TXBL GO BONDS 13063DRJ9 2,310,000.00 MORGAN_S 99.23 2,292,236.10 (63,987.00) (21,685.47) DTD 10/24/2019 2.400% 10/01/2023

0.34 4.71
MD ST TXBL GO BONDS 574193TQ1 620,000.00 JPM_CHA 94.69 587,059.40 (32,767.00) (32,889.72) DTD 08/05/2020 0.510% 08/01/2024

1.17 5.25
CA ST UNIV TXBL REV BONDS 13077DMK5 600,000.00 GOLDMAN 93.69 562,134.00 (37,866.00) (37,866.00) DTD 09/17/2020 0.685% 11/01/2024

1.41 5.36
CA ST DEPT WTR RES WTR SYS TXBL REV 13067WRB0 100,000.00 MORGAN_ 93.50 93,495.00 (6,505.00) (6,505.00) BNDS
DTD 08/06/2020 0.560% 12/01/2024

1.49 5.11
UNIV OF CAL TXBL REV BONDS 91412HGE7 220,000.00 JPM_CHA 04/15/25 93.11 204,837.60 (15,958.80) (15,476.55) DTD 07/16/2020 0.883% 05/15/2025

1.86 4.60
UNIV OF CAL TXBL REV BONDS 91412HGE7 510,000.00 JPM_CHA 04/15/25 93.11 474,850.80 (35,149.20) (35,149.20) DTD 07/16/2020 0.883% 05/15/2025

1.86 4.60
FL ST BOARD OF ADMIN TXBL REV BONDS 341271AD6 505,000.00 MERRILL 92.46 466,933.10 (41,637.25) (39,620.38) DTD 09/16/2020 1.258% 07/01/2025

2.05 5.11
FL ST BOARD OF ADMIN TXBL REV BONDS 341271AD6 1,295,000.00 MERRILL 92.46 1,197,382.90 (97,617.10) (97,617.10) DTD 09/16/2020 1.258% 07/01/2025

2.05 5.11
LOS ANGELES CCD, CA TXBL GO BONDS 54438CYK2 925,000.00 MERRILL 92.07 851,629.00 (73,371.00) (73,371.00) DTD 11/10/2020 0.773% 08/01/2025

2.15 4.66
NJ TURNPIKE AUTHORITY TXBL REV 646140DP5 505,000.00 CITIGRP 91.07 459,908.55 (45,091.45) (45,091.45) BONDS
DTD 02/04/2021 1.047% 01/01/2026

2.54 4.76
Security Type Sub-Total 7,590,000.00 7,190,466.45 (449,949.80) (405,271.87) 1.40 4.89 Federal Agency Commercial Mortgage-Backed Security
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Federal Agency Commercial Mortgage-Backed Security
FANNIEMAE-ACES 3136AJB54 681,564.83 JPM_CHAS 99.18 675,946.00 (38,738.62) (11,530.77) DTD 04/01/2014 3.346% 03/01/2024

0.70 4.46
FHMS K061 A2 3137BTUM1 2,475,000.00 CITIGRP 96.71 2,393,461.72 (5,354.69) (5,839.55) DTD 01/30/2017 3.347% 11/01/2026

3.08 4.39
Security Type Sub-Total 3,156,564.83 3,069,407.72 (44,093.31) (17,370.32) 2.55 4.41 Federal Agency Bond / Note
FANNIE MAE NOTES 3135G06H1 900,000.00 MORGAN_ 97.54 877,894.20 (23,473.80) (22,342.39) DTD 11/25/2020 0.250% 11/27/2023

0.49 5.38
FREDDIE MAC NOTES 3137EAFA2 2,015,000.00 CITIGRP 97.44 1,963,494.59 (49,510.56) (51,166.56) DTD 12/04/2020 0.250% 12/04/2023

0.51 5.39
FEDERAL HOME LOAN BANKS NOTES 3130A0F70 2,025,000.00 BARCLAYS 98.97 2,004,093.90 (80,590.73) (27,305.69) DTD 12/09/2013 3.375% 12/08/2023

0.51 5.40
FANNIE MAE NOTES 3135G0X24 3,500,000.00 CITIGRP 95.28 3,334,950.50 (293,184.50) (207,495.58) DTD 01/10/2020 1.625% 01/07/2025

1.58 4.71
FREDDIE MAC NOTES 3137EAEP0 640,000.00 WELLS_FA 94.90 607,362.56 (42,314.24) (35,961.00) DTD 02/14/2020 1.500% 02/12/2025

1.68 4.65
FEDERAL HOME LOAN BANK NOTES 3130AJHU6 2,370,000.00 CITIGRP 92.84 2,200,274.82 (157,969.98) (165,323.42) DTD 04/16/2020 0.500% 04/14/2025

1.86 4.53
FANNIE MAE NOTES 3135G03U5 475,000.00 WELLS_F 93.00 441,741.45 (33,990.05) (33,536.58) DTD 04/24/2020 0.625% 04/22/2025

1.88 4.52
FANNIE MAE NOTES 3135G03U5 1,910,000.00 HSBC 93.00 1,776,265.62 (143,513.58) (137,526.43) DTD 04/24/2020 0.625% 04/22/2025

1.88 4.52
FANNIE MAE NOTES 3135G03U5 3,195,000.00 CITIGRP 93.00 2,971,292.49 (217,125.81) (221,214.11) DTD 04/24/2020 0.625% 04/22/2025

1.88 4.52
FANNIE MAE NOTES 3135G03U5 3,345,000.00 WELLS_F 93.00 3,110,789.79 (236,685.51) (235,153.12) DTD 04/24/2020 0.625% 04/22/2025

1.88 4.52
FANNIE MAE NOTES 3135G04Z3 200,000.00 WELLS_F 92.31 184,618.00 (16,094.00) (15,688.90) DTD 06/19/2020 0.500% 06/17/2025

2.03 4.47
FANNIE MAE NOTES 3135G04Z3 1,075,000.00 NOMURA 92.31 992,321.75 (87,720.00) (84,873.00) DTD 06/19/2020 0.500% 06/17/2025

2.03 4.47
FANNIE MAE NOTES 3135G04Z3 1,190,000.00 RBS 92.31 1,098,477.10 (98,746.20) (94,845.44) DTD 06/19/2020 0.500% 06/17/2025

2.03 4.47
CITY OF MODESTO - COMBINED PORTFOLIO Page 22
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Federal Agency Bond / Note
FANNIE MAE NOTES 3135G04Z3 3,675,000.00 NOMURA 92.31 3,392,355.75 (275,037.00) (279,528.78) DTD 06/19/2020 0.500% 06/17/2025

2.03 4.47
FANNIE MAE NOTES 3135G04Z3 3,820,000.00 RBS 92.31 3,526,203.80 (310,107.60) (300,896.79) DTD 06/19/2020 0.500% 06/17/2025

2.03 4.47
FREDDIE MAC NOTES 3137EAEU9 2,220,000.00 WELLS_F 91.81 2,038,259.70 (170,684.70) (177,006.52) DTD 07/23/2020 0.375% 07/21/2025

2.13 4.42
FANNIE MAE NOTES 3135G05X7 450,000.00 NOMURA 91.51 411,791.40 (35,688.60) (37,044.86) DTD 08/27/2020 0.375% 08/25/2025

2.23 4.40
FANNIE MAE NOTES 3135G05X7 550,000.00 CITIGRP 91.51 503,300.60 (44,988.90) (45,912.61) DTD 08/27/2020 0.375% 08/25/2025

2.23 4.40
FANNIE MAE NOTES 3135G05X7 2,360,000.00 BARCLAY 91.51 2,159,617.12 (189,338.08) (195,441.79) DTD 08/27/2020 0.375% 08/25/2025

2.23 4.40
FREDDIE MAC NOTES 3137EAEX3 130,000.00 WELLS_F 91.29 118,676.87 (11,152.83) (11,244.02) DTD 09/25/2020 0.375% 09/23/2025

2.30 4.37
FREDDIE MAC NOTES 3137EAEX3 3,400,000.00 CITIGRP 91.29 3,103,856.60 (285,909.40) (291,402.32) DTD 09/25/2020 0.375% 09/23/2025

2.30 4.37
FANNIE MAE NOTES 3135G06G3 2,040,000.00 NOMURA 91.30 1,862,534.28 (176,690.52) (177,084.33) DTD 11/12/2020 0.500% 11/07/2025

2.42 4.30
FANNIE MAE NOTES 3135G06G3 2,215,000.00 BARCLAY 91.30 2,022,310.51 (184,759.79) (188,813.91) DTD 11/12/2020 0.500% 11/07/2025

2.42 4.30
Security Type Sub-Total 43,700,000.00 40,702,483.40 (3,165,276.38) (3,036,808.15) 1.85 4.58 Corporate Note
TOYOTA MOTOR CREDIT CORP CORP 89236TFN0 2,230,000.00 JPM_CHAS 99.40 2,216,646.76 6,471.46 (12,110.00) NOTES
DTD 09/20/2018 3.450% 09/20/2023

0.31 5.41
US BANK NA CINCINNATI CORP NOTES 91159HHV5 2,860,000.00 GOLDMAN 01/05/24 98.36 2,813,007.34 (182,528.06) (65,152.90) (CALLAB
DTD 02/04/2019 3.375% 02/05/2024

0.59 5.86
PFIZER INC CORP NOTES 717081ES8 3,445,000.00 BONY 02/15/24 98.26 3,385,181.02 (101,193.43) (65,845.97) DTD 03/11/2019 2.950% 03/15/2024

0.70 5.21
AMAZON.COM INC CORPORATE NOTES 023135BW5 1,590,000.00 JPM_CHA 95.51 1,518,626.49 (69,052.11) (70,640.66) DTD 05/12/2021 0.450% 05/12/2024

0.95 5.36
CITY OF MODESTO - COMBINED PORTFOLIO Page 23
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Corporate Note
JP MORGAN CHASE BANK CORP NOTE 46625HJX9 1,320,000.00 JPM_CHA 98.29 1,297,398.96 (163,629.84) (59,478.96) DTD 05/13/2014 3.625% 05/13/2024

0.94 5.49
WALMART INC CORPORATE NOTES 931142EL3 4,000,000.00 CITIGRP 06/08/24 97.76 3,910,360.00 (214,480.00) (115,610.62) DTD 04/23/2019 2.850% 07/08/2024

1.00 4.96
JPMORGAN CHASE & CO CORPORATE 46647PBS4 1,405,000.00 JPM_CHA 09/16/23 98.58 1,385,072.89 (19,927.11) (19,927.11)

NOTES (CAL
DTD 09/16/2020 0.653% 09/16/2024

0.30 1.77
PACCAR FINANCIAL CORP CORPORATE 69371RQ66 1,810,000.00 MITSU 94.79 1,715,717.10 (123,297.20) (104,614.00) NOTES
DTD 02/06/2020 1.800% 02/06/2025

1.66 5.07
NOVARTIS CAPITAL CORP 66989HAP3 2,290,000.00 CITIGRP 01/14/25 95.22 2,180,494.49 (197,556.01) (140,057.85) DTD 02/14/2020 1.750% 02/14/2025

1.60 4.70
MASTERCARD INC CORP NOTES 57636QAN4 1,760,000.00 JSEB 02/03/25 95.59 1,682,301.28 (153,924.32) (104,645.83) (CALLABLE)
DTD 12/03/2019 2.000% 03/03/2025

1.65 4.64
AMAZON.COM INC CORPORATE NOTES 023135CE4 3,430,000.00 JPM_CHA 97.26 3,336,117.47 (88,428.83) (90,488.90) DTD 04/13/2022 3.000% 04/13/2025

1.82 4.54
JPMORGAN CHASE & CO (CALLABLE) CORP 46647PCH7 865,000.00 JPM_CHA 06/01/24 95.04 822,119.36 (42,880.64) (42,880.64) NOTE
DTD 06/01/2021 0.824% 06/01/2025

1.00 3.41
BRISTOL-MYERS SQUIBB CO CORPORATE 110122DN5 2,230,000.00 MERRILL 10/13/25 91.42 2,038,637.01 (172,251.89) (180,674.14) NOTES
DTD 11/13/2020 0.750% 11/13/2025

2.35 4.48
BANK OF NY MELLON CORP (CALLABLE) 06406RAQ0 3,465,000.00 US_BANC 12/28/25 89.78 3,110,953.23 (354,878.37) (354,484.43) CORPOR
DTD 01/28/2021 0.750% 01/28/2026

2.55 4.89
BANK OF AMERICA CORP NOTES 06051GKM0 2,025,000.00 MERRILL 04/02/25 96.12 1,946,482.65 (78,517.35) (78,517.35) (CALLABLE)
DTD 03/22/2022 3.384% 04/02/2026

1.79 4.86
MICROSOFT CORP (CALLABLE) NOTES 594918BR4 3,000,000.00 TD 05/08/26 94.83 2,844,873.00 (188,277.00) (178,308.21) DTD 08/08/2016 2.400% 08/08/2026

2.83 4.15
MASTERCARD INC CORP NOTES 57636QAG9 2,560,000.00 CSFB 08/21/26 95.48 2,444,226.56 10,127.36 (4,047.49) (CALLABLE)
DTD 11/21/2016 2.950% 11/21/2026

3.09 4.37
CITY OF MODESTO - COMBINED PORTFOLIO Page 24
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Corporate Note
TARGET CORP CORP NOTES (CALLABLE) 87612EBM7 365,000.00 CITIGRP 12/15/26 91.98 335,741.60 (28,637.90) (28,806.26) DTD 01/24/2022 1.950% 01/15/2027

3.41 4.36
MICROSOFT CORP CORP NOTES 594918BY9 3,000,000.00 GOLDMAN 11/06/26 97.81 2,934,180.00 20,010.00 10,536.36 (CALLABLE)
DTD 02/06/2017 3.300% 02/06/2027

3.24 3.94
HOME DEPOT INC CORP NOTES 437076BT8 3,610,000.00 TD 06/14/27 93.77 3,384,952.60 (20,721.40) (35,489.04) (CALLABLE)
DTD 09/14/2017 2.800% 09/14/2027

3.82 4.41
WALMART INC CORPORATE NOTES 931142FB4 1,220,000.00 BARCLAY 03/15/28 98.79 1,205,203.84 (12,075.56) (12,096.79) (CALLABLE)
DTD 04/18/2023 3.900% 04/15/2028

4.46 4.18
APPLE INC CORP NOTES CALLABLE 037833ET3 5,200,000.00 HSBC 04/10/28 99.68 5,183,318.40 (33,061.60) (32,933.42) DTD 05/10/2023 4.000% 05/10/2028

4.45 4.07
Security Type Sub-Total 53,680,000.00 51,691,612.05 (2,208,709.80) (1,786,274.21) 2.16 4.61 Commercial Paper
NATIXIS NY BRANCH COMM PAPER 63873KU39 10,365,000.00 RBC 99.52 10,315,009.61 208,210.40 (3,831.59) DTD 01/03/2023 0.000% 07/03/2023

0.10 5.29
ING (US) FUNDING LLC COMM PAPER 45685RV46 10,290,000.00 MERRILL 99.04 10,190,917.59 193,896.76 (7,615.74) DTD 01/05/2023 0.000% 08/04/2023

0.19 5.38
LMA AMERICAS LLC COMM PAPER 53944RW79 10,450,000.00 MERRILL 98.51 10,294,807.05 29,557.24 (5,560.56) DTD 05/05/2023 0.000% 09/07/2023

0.29 5.48
Security Type Sub-Total 31,105,000.00 30,800,734.25 431,664.40 (17,007.89) 0.19 5.38 Certificate of Deposit
TORONTO DOMINION BANK NY CERT 89115B6F2 3,355,000.00 TD 99.93 3,352,651.50 (2,348.50) (2,348.50) DEPOS
DTD 10/31/2022 5.470% 10/25/2024

1.35 5.45
Security Type Sub-Total 3,355,000.00 3,352,651.50 (2,348.50) (2,348.50) 1.35 5.45 Asset-Backed Security
CITY OF MODESTO - COMBINED PORTFOLIO Page 25
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Asset-Backed Security
HAROT 2020-1 A3 43813RAC1 55,501.45 JPM_CHAS 99.80 55,390.80 (99.77) (108.31) DTD 02/26/2020 1.610% 04/22/2024

0.09 1.83
TAOT 2020-A A3 89232HAC9 5,576.75 MITSU 99.86 5,568.79 (7.56) (7.87) DTD 02/12/2020 1.660% 05/15/2024

0.05 1.81
CARMX 2020-1 A3 14315XAC2 117,722.41 MERRILL 99.34 116,949.40 (749.91) (765.73) DTD 01/22/2020 1.890% 12/16/2024

0.19 2.32
HAROT 2021-1 A3 43813GAC5 293,859.14 JPM_CHA 97.37 286,123.18 (7,730.57) (7,733.51) DTD 02/24/2021 0.270% 04/21/2025

0.46 1.68
HART 2021-A A3 44933LAC7 330,112.52 BARCLAY 97.08 320,466.80 (9,611.00) (9,627.57) DTD 04/28/2021 0.380% 09/15/2025

0.54 1.68
CARMX 2021-1 A3 14316NAC3 205,462.04 MITSU 96.63 198,529.26 (6,892.18) (6,911.65) DTD 01/27/2021 0.340% 12/15/2025

0.58 1.70
TAOT 2021-C A3 89239BAC5 956,011.65 BARCLAY 95.88 916,664.98 (39,270.47) (39,300.15) DTD 09/27/2021 0.430% 01/15/2026

0.74 2.04
CARMX 2021-2 A3 14314QAC8 546,934.62 MERRILL 96.45 527,492.74 (19,324.02) (19,375.56) DTD 04/21/2021 0.520% 02/17/2026

0.66 1.86
HART 2021-C A3 44935FAD6 465,000.00 SMBC 95.75 445,255.64 (19,640.57) (19,676.07) DTD 11/17/2021 0.740% 05/15/2026

0.88 2.22
DCENT 2021-A1 A1 254683CP8 775,000.00 CITIGRP 94.08 729,088.07 (45,746.00) (45,801.98) DTD 09/27/2021 0.580% 09/15/2026

1.26 2.46
Security Type Sub-Total 3,751,180.58 3,601,529.66 (149,072.05) (149,308.40) 0.77 2.05 Managed Account Sub-Total 408,978,745.41 386,095,417.08 (13,261,165.00) (15,205,699.89) 2.21 4.48 Total Investments $387,209,158.68
$1,113,741.60
$386,095,417.08
Accrued Interest
Securities Sub-Total $408,978,745.41 ($13,261,165.00) ($15,205,699.89) 2.21 4.48% CITY OF MODESTO - COMBINED PORTFOLIO Page 26
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Managed Account Security Transactions & Interest For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method
BUY
05/01/23 US TREASURY N/B NOTES
DTD 04/30/2023 3.500% 04/30/2028
05/01/23 91282CHA2 3,320,000.00 (3,304,567.19) (315.76) (3,304,882.95) 05/02/23 US TREASURY N/B NOTES
DTD 03/31/2023 3.625% 03/31/2028
05/01/23 91282CGT2 2,675,000.00 (2,672,178.71) (8,478.14) (2,680,656.85) 05/04/23 US TREASURY N/B NOTES
DTD 04/30/2023 3.500% 04/30/2028
05/03/23 91282CHA2 6,530,000.00 (6,559,844.14) (2,484.24) (6,562,328.38) 05/09/23 US TREASURY N/B NOTES
DTD 03/31/2021 1.250% 03/31/2028
05/08/23 91282CBS9 2,555,000.00 (2,299,400.20) (3,403.18) (2,302,803.38) 05/09/23 LMA AMERICAS LLC COMM PAPER
DTD 05/05/2023 0.000% 09/07/2023
05/09/23 53944RW79 10,450,000.00 (10,265,249.81) 0.00 (10,265,249.81) 05/15/23 US TREASURY NOTES
DTD 10/15/2020 0.125% 10/15/2023
05/15/23 91282CAP6 10,490,000.00 (10,272,824.22) (1,074.80) (10,273,899.02) 05/18/23 US TREASURY N/B NOTES
DTD 01/31/2023 3.500% 01/31/2028
05/16/23 91282CGH8 2,220,000.00 (2,218,265.63) (22,966.57) (2,241,232.20) 05/18/23 APPLE INC CORP NOTES CALLABLE
DTD 05/10/2023 4.000% 05/10/2028
05/16/23 037833ET3 5,200,000.00 (5,216,380.00) (4,622.22) (5,221,002.22) 05/18/23 WALMART INC CORPORATE NOTES
(CALLABLE)
DTD 04/18/2023 3.900% 04/15/2028
05/16/23 931142FB4 1,220,000.00 (1,217,279.40) (3,965.00) (1,221,244.40) 05/24/23 FHMS K061 A2
DTD 01/30/2017 3.347% 11/01/2026
05/19/23 3137BTUM1 2,475,000.00 (2,398,816.41) (5,292.44) (2,404,108.85) Transaction Type Sub-Total 47,135,000.00 (46,424,805.71) (52,602.35) (46,477,408.06)

INTEREST
05/01/23 05/01/23 MONEY MARKET FUND MONEY0002 0.00 0.00 887.54 887.54 05/01/23 CA ST UNIV TXBL REV BONDS
DTD 09/17/2020 0.685% 11/01/2024
05/01/23 13077DMK5 600,000.00 0.00 2,055.00 2,055.00
05/25/23 FANNIEMAE-ACES
DTD 04/01/2014 3.346% 03/01/2024
05/01/23 3136AJB54 683,116.85 0.00 1,904.76 1,904.76
05/07/23 FANNIE MAE NOTES
DTD 11/12/2020 0.500% 11/07/2025
05/07/23 3135G06G3 4,255,000.00 0.00 10,637.50 10,637.50 05/12/23 AMAZON.COM INC CORPORATE NOTES
DTD 05/12/2021 0.450% 05/12/2024
05/12/23 023135BW5 1,590,000.00 0.00 3,577.50 3,577.50
CITY OF MODESTO - COMBINED PORTFOLIO Page 27
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Managed Account Security Transactions & Interest For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/13/23 JP MORGAN CHASE BANK CORP NOTE
DTD 05/13/2014 3.625% 05/13/2024
05/13/23 46625HJX9 1,320,000.00 0.00 23,925.00 23,925.00 05/13/23 BRISTOL-MYERS SQUIBB CO

CORPORATE NOTES
DTD 11/13/2020 0.750% 11/13/2025
05/13/23 110122DN5 2,230,000.00 0.00 8,362.50 8,362.50
05/15/23 CARMX 2020-1 A3
DTD 01/22/2020 1.890% 12/16/2024
05/15/23 14315XAC2 145,104.07 0.00 228.54 228.54
05/15/23 US TREASURY NOTES
DTD 11/15/2016 2.000% 11/15/2026
05/15/23 912828U24 4,545,000.00 0.00 45,450.00 45,450.00 05/15/23 UNIV OF CAL TXBL REV BONDS
DTD 07/16/2020 0.883% 05/15/2025
05/15/23 91412HGE7 730,000.00 0.00 3,222.95 3,222.95
05/15/23 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
05/15/23 14314QAC8 582,941.34 0.00 252.61 252.61
05/15/23 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
05/15/23 89239BAC5 980,000.00 0.00 351.17 351.17
05/15/23 TAOT 2020-A A3
DTD 02/12/2020 1.660% 05/15/2024
05/15/23 89232HAC9 63,913.76 0.00 88.41 88.41
05/15/23 US TREASURY NOTES
DTD 11/15/2013 2.750% 11/15/2023
05/15/23 912828WE6 8,790,000.00 0.00 120,862.50 120,862.50 05/15/23 US TREASURY NOTES
DTD 11/15/2020 0.250% 11/15/2023
05/15/23 91282CAW1 3,910,000.00 0.00 4,887.50 4,887.50
05/15/23 HART 2021-A A3
DTD 04/28/2021 0.380% 09/15/2025
05/15/23 44933LAC7 357,759.50 0.00 113.29 113.29
05/15/23 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
05/15/23 44935FAD6 465,000.00 0.00 286.75 286.75
05/15/23 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
05/15/23 14316NAC3 220,979.47 0.00 62.61 62.61
05/15/23 DCENT 2021-A1 A1
DTD 09/27/2021 0.580% 09/15/2026
05/15/23 254683CP8 775,000.00 0.00 374.58 374.58
05/21/23 HAROT 2021-1 A3
DTD 02/24/2021 0.270% 04/21/2025
05/21/23 43813GAC5 323,482.37 0.00 72.78 72.78
05/21/23 MASTERCARD INC CORP NOTES
(CALLABLE)
DTD 11/21/2016 2.950% 11/21/2026
05/21/23 57636QAG9 2,560,000.00 0.00 37,760.00 37,760.00 CITY OF MODESTO - COMBINED PORTFOLIO Page 28
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Managed Account Security Transactions & Interest For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/21/23 HAROT 2020-1 A3
DTD 02/26/2020 1.610% 04/22/2024
05/21/23 43813RAC1 98,595.85 0.00 132.28 132.28
05/24/23 INTL BK RECON & DEVELOP NOTES
DTD 11/24/2020 0.250% 11/24/2023
05/24/23 459058JM6 1,790,000.00 0.00 2,237.50 2,237.50
05/27/23 FANNIE MAE NOTES
DTD 11/25/2020 0.250% 11/27/2023
05/27/23 3135G06H1 900,000.00 0.00 1,125.00 1,125.00
05/31/23 US TREASURY N/B NOTES
DTD 05/31/2021 0.750% 05/31/2026
05/31/23 91282CCF6 10,820,000.00 0.00 40,575.00 40,575.00 05/31/23 US TREASURY NOTES
DTD 11/30/2020 0.375% 11/30/2025
05/31/23 91282CAZ4 8,885,000.00 0.00 16,659.38 16,659.38 05/31/23 US TREASURY NOTES
DTD 11/30/2016 2.125% 11/30/2023
05/31/23 912828U57 3,275,000.00 0.00 34,796.88 34,796.88 05/31/23 US TREASURY NOTES
DTD 11/30/2017 2.125% 11/30/2024
05/31/23 9128283J7 9,250,000.00 0.00 98,281.25 98,281.25 Transaction Type Sub-Total 70,145,893.21 0.00 459,170.78 459,170.78

MATURITY
05/09/23 LMA AMERICAS LLC COMM PAPER
DTD 02/08/2023 0.000% 05/09/2023
05/09/23 53944RS90 10,270,000.00 10,270,000.00 0.00 10,270,000.00 120,601.18 0.00 05/15/23 US TREASURY NOTES
DTD 05/15/2013 1.750% 05/15/2023
05/15/23 912828VB3 10,185,000.00 10,185,000.00 89,118.75 10,274,118.75 77,581.05 0.00 Transaction Type Sub-Total 20,455,000.00 20,455,000.00 89,118.75 20,544,118.75 198,182.23 0.00

PAYDOWNS
05/25/23 FANNIEMAE-ACES
DTD 04/01/2014 3.346% 03/01/2024
05/01/23 3136AJB54 1,552.02 1,552.02 0.00 1,552.02 (75.42) 0.00 05/15/23 TAOT 2020-A A3
DTD 02/12/2020 1.660% 05/15/2024
05/15/23 89232HAC9 58,337.01 58,337.01 0.00 58,337.01 4.21 0.00 05/15/23 HART 2021-A A3
DTD 04/28/2021 0.380% 09/15/2025
05/15/23 44933LAC7 27,646.98 27,646.98 0.00 27,646.98 2.91 0.00 05/15/23 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
05/15/23 14314QAC8 36,006.72 36,006.72 0.00 36,006.72 7.76 0.00 CITY OF MODESTO - COMBINED PORTFOLIO Page 29
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Managed Account Security Transactions & Interest For the Month Ending May 31, 2023 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

PAYDOWNS
05/15/23 CARMX 2020-1 A3
DTD 01/22/2020 1.890% 12/16/2024
05/15/23 14315XAC2 27,381.66 27,381.66 0.00 27,381.66 5.37 0.00 05/15/23 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
05/15/23 89239BAC5 23,988.35 23,988.35 0.00 23,988.35 1.91 0.00 05/15/23 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
05/15/23 14316NAC3 15,517.43 15,517.43 0.00 15,517.43 3.07 0.00 05/21/23 HAROT 2020-1 A3
DTD 02/26/2020 1.610% 04/22/2024
05/21/23 43813RAC1 43,094.40 43,094.40 0.00 43,094.40 8.45 0.00 05/21/23 HAROT 2021-1 A3
DTD 02/24/2021 0.270% 04/21/2025
05/21/23 43813GAC5 29,623.23 29,623.23 0.00 29,623.23 0.54 0.00 Transaction Type Sub-Total 263,147.80 263,147.80 0.00 263,147.80 (41.20) 0.00 SELL
05/02/23 US TREASURY NOTES
DTD 10/01/2018 2.875% 09/30/2023
05/01/23 9128285D8 2,700,000.00 2,678,800.78 6,786.89 2,685,587.67 (91,019.53) (27,739.46) FIFO 05/04/23 FANNIE MAE NOTES
DTD 09/14/2018 2.875% 09/12/2023
05/03/23 3135G0U43 5,665,000.00 5,619,510.05 23,525.49 5,643,035.54 (34,046.65) (44,628.91) FIFO 05/04/23 FANNIE MAE NOTES
DTD 09/14/2018 2.875% 09/12/2023
05/03/23 3135G0U43 955,000.00 947,331.35 3,965.90 951,297.25 3,905.95 (6,811.03) FIFO 05/09/23 FEDERAL FARM CREDIT BANK
(CALLABLE)
DTD 09/21/2020 0.250% 09/21/2023
05/08/23 3133EMAM4 2,345,000.00 2,303,047.95 781.67 2,303,829.62 (37,965.55) (41,452.35) FIFO 05/18/23 US TREASURY NOTES
DTD 11/15/2013 2.750% 11/15/2023
05/16/23 912828WE6 8,790,000.00 8,695,919.53 1,970.58 8,697,890.11 (183,010.55) (103,477.05) FIFO 05/24/23 FREDDIE MAC NOTES
DTD 08/21/2020 0.250% 08/24/2023
05/19/23 3137EAEV7 2,200,000.00 2,172,390.00 1,375.00 2,173,765.00 (25,366.00) (27,421.98) FIFO Transaction Type Sub-Total 22,655,000.00 22,416,999.66 38,405.53 22,455,405.19 (367,502.33) (251,530.78) Managed Account Sub-Total (3,289,658.25) 534,092.71 (2,755,565.54) (169,361.30) (251,530.78) Total Security Transactions ($3,289,658.25) $534,092.71 ($2,755,565.54) ($169,361.30) ($251,530.78) CITY OF MODESTO - COMBINED PORTFOLIO Page 30
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Attachment 3
City of Modesto Combined Yields
Month
Ending
Combined
Yield
CAMP
Balance
CAMP Monthly
Distribution Yields
Long Term
Amortized Cost
Balance
Long Term
Portfolio Yield
Short Term
Amortized Cost
Balance
Short Term
Portfolio Yield
6/30/2021 0.97% 134,424,844.05 0.05% 273,831,695.68 1.42% 7/31/2021 1.02% 108,729,978.62 0.05% 273,119,224.63 1.40% 8/31/2021 1.01% 108,734,764.86 0.05% 272,424,046.82 1.39% 9/30/2021 0.97% 108,739,293.68 0.05% 275,543,849.60 1.33% 10/31/2021 0.91% 123,744,124.02 0.05% 274,089,339.67 1.30% 11/30/2021 0.90% 123,749,269.51 0.05% 275,079,950.15 1.28% 12/31/2021 0.91% 123,754,558.86 0.05% 274,968,424.92 1.29% 1/31/2022 0.92% 123,759,932.29 0.05% 276,103,753.02 1.31% 2/28/2022 0.92% 106,765,158.19 0.06% 276,530,404.21 1.31% 39,948,433.34 0.53% 3/31/2022 0.98% 106,788,084.24 0.25% 277,035,730.56 1.33% 39,948,380.00 0.53% 4/30/2022 1.39% 30,016,017.61 0.50% 353,203,903.46 1.56% 39,984,016.67 0.53% 5/31/2022 1.47% 50,044,305.28 0.82% 353,781,386.85 1.59% 39,880,961.12 1.26% 6/30/2022 1.56% 75,106,114.53 1.14% 354,423,884.74 1.64% 39,871,394.45 1.66% 7/31/2022 1.66% 46,186,072.35 1.64% 354,553,148.20 1.66% 39,928,141.66 1.66% 8/31/2022 1.79% 46,276,184.59 2.30% 356,564,454.56 1.69% 39,858,625.00 2.14% 9/30/2022 1.95% 46,375,593.86 2.61% 356,228,719.05 1.71% 39,880,797.64 3.34% 10/31/2022 2.03% 46,499,174.80 3.14% 357,511,536.00 1.74% 39,981,172.30 3.34% 11/30/2022 2.18% 46,648,406.54 3.90% 357,994,150.30 1.78% 40,170,337.16 3.76% 12/31/2022 2.29% 46,818,929.81 4.30% 357,777,379.76 1.84% 40,298,306.29 3.93% 1/31/2023 2.48% 46,999,023.63 4.53% 358,294,563.63 1.95% 40,452,260.96 4.84% 2/28/2023 2.51% 47,169,689.38 4.73% 358,174,068.29 1.94% 40,550,744.43 4.97% 3/31/2023 2.57% 47,361,889.08 4.80% 359,784,568.86 2.01% 40,708,200.79 4.97% 4/30/2023 2.58% 47,555,527.53 4.97% 357,043,234.53 1.99% 40,860,577.92 4.97% 5/31/2023 2.71% 47,763,982.55 5.16% 360,186,419.97 2.10% 41,114,697.00 5.21% Notes:

1. Long and Short Term Portfolio AC Balance is the amortized cost value of the separately managed portfolios.

2. Long and Short Term Portfolio Yields are the separately managed portfolios yield at costs. #12..
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Attachment 4
City of Modesto - Portfolio Holdings and Earnings Projections Issuer Par Maturity Date Current Yield
Years to
Maturity
Expected Earnings
Rate to June 30, 2023
Expected Earnings to
June 30, 2023
Main Portfolio
Federal Agency
FNMA 900,000 11/27/2023 5.380% 0 871 0.20% 145
FHLMC 2,015,000 12/4/2023 5.390% 1 2,923 0.28% 469
FHLB 2,025,000 12/8/2023 5.400% 1 28,848 2.72% 4,531
FNMA 3,500,000 1/7/2025 4.710% 2 47,904 0.85% 2,448
FHLMC 640,000 2/12/2025 4.650% 2 12,944 1.18% 623
FHLB 2,370,000 4/14/2025 4.530% 2 26,690 0.60% 1,171
FNMA 3,195,000 4/22/2025 4.520% 2 40,403 0.67% 1,752
FNMA 475,000 4/22/2025 4.520% 2 5,345 0.59% 232
FNMA 3,345,000 4/22/2025 4.520% 2 38,675 0.61% 1,677
FNMA 1,910,000 4/22/2025 4.520% 2 18,780 0.52% 814
FNMA 3,675,000 6/17/2025 4.470% 2 40,824 0.54% 1,637
FNMA 200,000 6/17/2025 4.470% 2 1,738 0.42% 70
FNMA 1,075,000 6/17/2025 4.470% 2 8,794 0.40% 353
FNMA 3,820,000 6/17/2025 4.470% 2 31,953 0.41% 1,282
FNMA 1,190,000 6/17/2025 4.470% 2 8,837 0.36% 354
FHLMC 2,220,000 7/21/2025 4.420% 2 22,641 0.48% 869
FNMA 2,360,000 8/25/2025 4.400% 2 24,824 0.47% 912
FNMA 550,000 8/25/2025 4.400% 2 5,414 0.44% 199
FNMA 450,000 8/25/2025 4.400% 2 4,958 0.49% 182
FHLMC 3,400,000 9/23/2025 4.370% 2 34,359 0.44% 1,218
FHLMC 130,000 9/23/2025 4.370% 2 1,210 0.40% 43
FNMA 2,215,000 11/7/2025 4.300% 2 30,979 0.57% 1,043
FNMA 2,040,000 11/7/2025 4.300% 2 25,286 0.51% 851
Federal Agency CMBS
FNMA 681,565 3/1/2024 4.460% 1 10,969 2.14% 1,197
FHLMC 2,475,000 11/1/2026 4.390% 3 365,520 4.31% 8,772
U.S. Treasury
U.S. Treasury 10,490,000 10/15/2023 5.360% 0 204,124 5.18% 44,699 U.S. Treasury 3,910,000 11/15/2023 5.400% 0 4,610 0.26% 823 U.S. Treasury 3,275,000 11/30/2023 5.370% 1 41,310 2.52% 6,772 U.S. Treasury 4,430,000 12/15/2023 5.320% 1 57,867 2.41% 8,768 U.S. Treasury 270,000 12/31/2023 5.350% 1 4,053 2.56% 568 U.S. Treasury 1,564,000 2/29/2024 5.300% 1 4,052 0.35% 444 U.S. Treasury 457,000 2/29/2024 5.300% 1 1,148 0.33% 126 U.S. Treasury 4,450,000 3/15/2024 5.260% 1 87,572 2.49% 9,090 U.S. Treasury 4,890,000 4/15/2024 5.280% 1 14,995 0.35% 1,406 U.S. Treasury 4,485,000 6/15/2024 5.200% 1 121,322 2.59% 9,553 U.S. Treasury 2,450,000 7/31/2024 5.080% 1 51,260 1.79% 3,601 U.S. Treasury 1,630,000 8/31/2024 5.000% 1 27,333 1.34% 1,790 U.S. Treasury 4,505,000 9/15/2024 4.950% 1 154,806 2.65% 9,819 U.S. Treasury 1,850,000 9/30/2024 4.920% 1 37,136 1.50% 2,283 U.S. Treasury 460,000 10/31/2024 4.850% 1 10,241 1.57% 592 U.S. Treasury 1,215,000 11/30/2024 4.770% 2 30,953 1.69% 1,691 U.S. Treasury 3,450,000 11/30/2024 4.770% 2 84,619 1.63% 4,624 U.S. Treasury 4,585,000 11/30/2024 4.770% 2 34,722 0.50% 1,897 U.S. Treasury 4,445,000 12/15/2024 4.760% 2 184,387 2.68% 9,808 U.S. Treasury 4,400,000 2/15/2025 4.630% 2 204,070 2.70% 9,780 U.S. Treasury 4,945,000 4/30/2025 4.470% 2 59,987 0.63% 2,571 U.S. Treasury 4,230,000 6/30/2025 4.380% 2 241,006 2.73% 9,501 U.S. Treasury 4,340,000 8/31/2025 4.280% 2 51,664 0.53% 1,883 U.S. Treasury 4,635,000 8/31/2025 4.280% 2 286,469 2.74% 10,442 U.S. Treasury 4,550,000 9/30/2025 4.200% 2 71,278 0.67% 2,507 U.S. Treasury 1,100,000 9/30/2025 4.200% 2 20,670 0.80% 727 U.S. Treasury 5,010,000 10/31/2025 4.210% 2 93,793 0.77% 3,183 U.S. Treasury 6,930,000 10/31/2025 4.210% 2 130,874 0.78% 4,441 U.S. Treasury 4,250,000 11/30/2025 4.180% 3 113,358 1.07% 3,721 U.S. Treasury 4,635,000 11/30/2025 4.180% 3 319,602 2.75% 10,490 U.S. Treasury 1,040,000 12/31/2025 4.110% 3 12,215 0.45% 388 U.S. Treasury 500,000 12/31/2025 4.110% 3 5,595 0.43% 178 U.S. Treasury 3,735,000 12/31/2025 4.110% 3 85,847 0.89% 2,725 U.S. Treasury 2,400,000 1/31/2026 4.110% 5 51,629 0.80% 1,587 U.S. Treasury 5,775,000 1/31/2026 4.110% 3 196,490 1.27% 6,040 U.S. Treasury 5,000,000 1/31/2026 4.110% 3 247,902 1.85% 7,620 U.S. Treasury 7,980,000 1/31/2026 4.110% 3 629,469 2.95% 19,348 U.S. Treasury 3,210,000 2/28/2026 4.100% 3 62,013 0.70% 1,853 U.S. Treasury 6,000,000 2/28/2026 4.100% 3 190,586 1.15% 5,695 U.S. Treasury 4,645,000 2/28/2026 4.100% 3 352,398 2.76% 10,530 U.S. Treasury 4,925,000 3/31/2026 4.040% 3 121,430 0.87% 3,520 U.S. Treasury 2,480,000 3/31/2026 4.040% 3 53,356 0.76% 1,547 U.S. Treasury 1,405,000 5/31/2026 4.040% 3 36,635 0.87% 1,003 U.S. Treasury 4,615,000 5/31/2026 4.040% 3 382,613 2.76% 10,473 U.S. Treasury 4,800,000 5/31/2026 4.040% 3 431,301 2.99% 11,806 U.S. Treasury 4,640,000 8/31/2026 4.000% 3 415,331 2.75% 10,488 U.S. Treasury 4,310,000 9/30/2026 3.960% 3 398,095 2.77% 9,805 U.S. Treasury 4,545,000 11/15/2026 3.980% 3 473,579 3.01% 11,240 U.S. Treasury 9,220,000 2/15/2027 3.930% 4 977,092 2.85% 21,617 U.S. Treasury 910,000 3/31/2027 3.920% 4 140,822 4.03% 3,018 U.S. Treasury 6,480,000 4/30/2027 3.910% 4 740,816 2.92% 15,542 U.S. Treasury 5,545,000 6/30/2027 3.900% 4 677,832 2.99% 13,638 U.S. Treasury 1,200,000 8/15/2027 3.870% 4 166,933 3.30% 3,258 U.S. Treasury 2,985,000 8/15/2027 3.870% 4 427,401 3.40% 8,342 U.S. Treasury 5,380,000 9/30/2027 3.870% 4 997,026 4.27% 18,895 U.S. Treasury 8,775,000 10/31/2027 3.860% 4 1,517,632 3.91% 28,209 U.S. Treasury 2,715,000 10/31/2027 3.870% 4 457,431 3.81% 8,502 U.S. Treasury 3,160,000 10/31/2027 3.870% 4 506,990 3.63% 9,424 U.S. Treasury 3,450,000 1/31/2028 3.820% 5 590,515 3.66% 10,384 U.S. Treasury 2,220,000 1/31/2028 3.820% 5 364,963 3.52% 6,418 U.S. Treasury 2,825,000 2/29/2028 3.790% 5 570,614 4.25% 9,867 U.S. Treasury 2,970,000 2/29/2028 3.790% 5 606,258 4.29% 10,483 U.S. Treasury 2,675,000 3/31/2028 3.800% 5 472,161 3.65% 8,021 U.S. Treasury 2,555,000 3/31/2028 3.820% 5 431,621 3.49% 7,332 U.S. Treasury 3,320,000 4/30/2028 3.790% 5 588,505 3.60% 9,830 U.S. Treasury 6,530,000 4/30/2028 3.790% 5 1,092,320 3.40% 18,246 5/31/2023
Earnings to
Maturity
#12..
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Attachment 4
City of Modesto - Portfolio Holdings and Earnings Projections Issuer Par Maturity Date Current Yield
Years to
Maturity
Expected Earnings
Rate to June 30, 2023
Expected Earnings to
June 30, 2023
5/31/2023
Earnings to
Maturity
Commercial Paper
Natixis NY Branch 10,365,000 7/3/2023 5.290% 0 48,149 5.14% 43,771 ING Funding LLC 10,290,000 8/4/2023 5.380% 0 94,308 5.15% 43,527 LMA Americas LLC 10,450,000 9/7/2023 5.480% 0 151,772 5.35% 45,991 Negotiable CD
Toronto-Dominion Bank 3,355,000 10/25/2024 5.450% 1 256,526 5.44% 15,002 Corporate Note
Toyota Motor Corp 2,230,000 9/20/2023 5.410% 0 24,983 3.65% 6,692 US Bancorp 2,860,000 2/5/2024 5.860% 1 44,445 2.27% 5,333 Pfizer Inc 3,445,000 3/15/2024 5.210% 1 73,343 2.69% 7,613 Amazon.Com Inc 1,590,000 5/12/2024 5.360% 1 7,544 0.50% 652 JPMorgan Chase & Co 1,320,000 5/13/2024 5.490% 1 8,144 0.65% 702 Wal-Mart Stores Inc 4,000,000 7/8/2024 4.960% 1 96,793 2.19% 7,188 JPMorgan Chase & Co 1,405,000 9/16/2024 1.770% 1 11,914 0.65% 754 Paccar Financial Corp 1,810,000 2/6/2025 5.070% 2 44,304 1.45% 2,154 Novartis Capital Corp 2,290,000 2/14/2025 4.700% 2 36,158 0.92% 1,736 Mastercard Inc 1,760,000 3/3/2025 4.640% 2 33,320 1.08% 1,557 Amazon.Com Inc 3,430,000 4/13/2025 4.540% 2 196,136 3.06% 8,615 JPMorgan Chase & Co 865,000 6/1/2025 3.410% 2 14,294 0.82% 586 Bristol-Myers Squibb Co 2,230,000 11/13/2025 4.480% 2 52,065 0.95% 1,741 The Bank Of New York Mellon Corporation 3,465,000 1/28/2026 4.890% 3 68,822 0.75% 2,122 Bank Of America Co 2,025,000 4/2/2026 4.860% 3 194,676 3.38% 5,632 Microsoft Corp 3,000,000 8/8/2026 4.150% 3 204,758 2.14% 5,273 Mastercard Inc 2,560,000 11/21/2026 4.370% 3 385,591 4.33% 9,108 Target Corp 365,000 1/15/2027 4.360% 4 26,316 1.99% 596 Microsoft Corp 3,000,000 2/6/2027 3.940% 4 449,160 4.06% 10,004 Home Depot Inc 3,610,000 9/14/2027 4.410% 4 644,413 4.16% 12,337 Wal-Mart Stores Inc 1,220,000 4/15/2028 4.180% 5 235,135 3.95% 3,961 Apple Inc 5,200,000 5/10/2028 4.070% 5 1,011,040 3.93% 16,795 Asset-Backed Securities
Honda Auto Receivables 55,501 4/22/2024 1.830% 1 803 1.61% 74 Toyota Motor Corp 5,577 5/15/2024 1.810% 1 89 1.66% 8
Carmax Auto Owner Trust 117,722 12/16/2024 2.320% 2 3,452 1.89% 183 Honda Auto Receivables 293,859 4/21/2025 1.680% 2 1,505 0.27% 65 Hyundai Auto Receivables 330,113 9/15/2025 1.680% 2 2,898 0.38% 104 Carmax Auto Owner Trust 205,462 12/15/2025 1.700% 3 1,799 0.34% 58 Toyota Motor Corp 956,012 1/15/2026 2.040% 3 10,859 0.43% 339 Carmax Auto Owner Trust 546,935 2/17/2026 1.860% 3 7,804 0.52% 236 Hyundai Auto Receivables 465,000 5/15/2026 2.220% 3 10,251 0.75% 285 Discover Card Execution Note Trust 775,000 9/15/2026 2.460% 3 14,927 0.58% 372 Municipal Securities
California St 2,310,000 10/1/2023 4.710% 0 14,561 1.87% 3,551 Maryland St 620,000 8/1/2024 5.250% 1 3,759 0.52% 264
California State University 600,000 11/1/2024 5.360% 1 5,855 0.68% 338 State Of California 100,000 12/1/2024 5.110% 2 844 0.56% 46 University Of California 510,000 5/15/2025 4.600% 2 8,822 0.88% 370 University Of California 220,000 5/15/2025 4.600% 2 3,476 0.81% 146 Florida State Board of Administration Finance 1,295,000 7/1/2025 5.110% 2 34,013 1.26% 1,339 Florida State Board of Administration Finance 505,000 7/1/2025 5.110% 2 11,662 1.11% 459 Los Angeles Community College District 925,000 8/1/2025 4.660% 2 15,535 0.77% 588 New Jersey Turnpike Authority 505,000 1/1/2026 4.760% 3 13,704 1.05% 435 Supranational Securities
Intl Bank Of Reconstruction And Dev 1,790,000 11/24/2023 5.430% 0 2,796 0.32% 474 Inter-American Development Bank 4,095,000 9/23/2024 4.860% 1 28,325 0.52% 1,767 Overnight Investments 47,763,983 Varies Varies 4.89% 191,835 Totals (Main Portfolio) 456,742,728 23,676,232 2.66% 1,000,090 Notes:

1. Earnings projections are based on stated par value, future market expectations and current investment positions.

2. Earnings on overnight investments are based on the investment balances and the Fed Funds Futures rates.

3. Callable securities priced above par are considered to be called on their next call date. #12..
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Attachment 5
Issue Name / Type Trustee Bank Investment Total Amount
1993 Community Center Refinancing U.S. Bank First American Treasury Obligation Fund $1,693,022.27 1993 Golf Course Refinancing U.S. Bank First American Treasury Obligation Fund $504,778.48 Instl Res Tre and Agny Cash Adv6541 $268,531.93
Financial Guaranty Insurance Pol $1.00
CAMP $1,995,541.81
Total $2,264,074.74
Instl Res Tre and Agny Cash Adv6541 $251,180.90
Cash $106,484.88
CAMP $4,936,747.87
Total $5,294,413.65
2018 Wastewater Refunding Bank of New York Fidelity Inv MM Trsy Only $695.54 Fairview Village Refunding US Bank First American Government $198,001.16 Blackrock Federal Fund Instl 30 $534,062.40
CAMP $2,826,421.46
Total $3,360,483.86
Other Post Employment Benefits Section 115
Trust PARS HighMark Plus Moderate $1,437,393.15
Pension Section 115 Trust PARS HighMark Plus Moderately Conservative $2,569,701.98 Athens Administrators (New Third Party
Administrator - Worker's Compensation) Wells Fargo Bank $380,743.96 George Hills Company - General Liability Claims
Administration Services California Bank & Trust $61,130.86 Kemper Sports Management Inc. BMO Harris Bank Business Money Market $43,232.84 Stanislaus Community Foundation Modesto Commerce Bank Charles Schwab $708,917.94 California Bank of
Commerce $3,402,095.65
Columbia Bank $441,033.76
Banner Bank $19,282.55
Village One #2 Refunding Bank of New York
Third-Party Construction Contract Retention
Cash with Fiscal Agent Investments
As of May 31, 2023
2008 Water Refunding COP Bank of New York
2008 Lease Revenue Bonds Bank of New York
#12..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 8, 2023
Date: August 2, 2023
TO: City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
SUBJECT: Task Order Number One for Master Agreement with VFA, Inc., an affiliate of The Gordian Group, Inc., (“VFA”) as a Consultant for City-wide Facility Condition Assessment
CONTACT: Patrick Crowley, Facility Manager/Building Maintenance, [email protected], 209-402-6812
DESCRIPTION:

Consider approving Task Order Number One for the Master Agreement for Consulting Services to VFA, Inc., an affiliate of The Gordian Group, Inc., (“VFA”), Greenville, SC for City of Modesto Facility Condition Assessment in an amount not to exceed $358,037 over a five-year period. (Funding Source: Measure H Funds)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Area of Focus: Quality of Life; “engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto”, Goal D: provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City of Modesto Public Works Department, Building Services Division is responsible for maintaining City owned building infrastructure within the City of Modesto. While maintaining these Infrastructures, facilities has engaged the consulting services from VFA to identify the current physical condition and verify remaining longevity of the City’s facilities through a Master Agreement.

Through the consulting process of VFA, Building Services Division will be able to better outline the facility and technology recommendations and strategies for city-wide buildings based on current and anticipated facility needs. The recommendations are built upon past efforts and findings identified in the Facility Condition Assessment contract from Sourcewell; Contract # 020421-ACT and a pilot project under a Master Agreement which took effect on May 19, 2022, in an amount not to exceed $20,000 to assess the Utilities Facility locations at: Sutter and Jennings wastewater sites, and Litt Road Water Division Corporation. #13..
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City Council Meeting, August 8, 2023
Master Agreement Task Order Number One with VFA, Inc., an affiliate of The Gordian Group, Inc., (“VFA”) as a Consultant for City-wide Facility Condition Assessment

The Facility Condition Assessment which includes but not limited to review of infrastructures and longevity of City-Wide facilities will be based on the below services.

Service Fees
Fixed Fee Services
Service Description List Price Discounted Price
VFA Facility Core Training $11,000 $9,900
Flexible Professional Services Hours – 20 Hour block $5,200 $4,680 $286,878
TOTAL: $353,704 $301,458
Training and Professional Services Sub-Total $16,200 $14,580 Facility Condition Assessments (1,335,030 SF) $337,504 $286,878 TASK ORDER NUMBER ONE TOTAL:

PILOT PROJECT TOTAL:

GRAND TOTAL of PROGRAM:

Assessment Services Sub-Total $337,504
SaaS Information and Fees
$358,037
$20,000
$378,037
Product
Subscription Fees
Year 2 Invoice
Period Beginning
[9-1-2024]
Total Fees Initial
Term
Quantity/
Metric
Year 1 Invoice
Period Beginning
[9-1-2023]
Year 3 Invoice
Period Beginning
[9-1-2025]
Year 4 Invoice
Period
Beginning
[9-1-2026]
Year 5 Invoice
Period
Beginning
[9-1-2027]
Total Committed
Fees
10,656.79 10,976.49 11,305.79 11,664.96 11,994.31 56,578.33 Square Feet
DISCUSSION:

The City Manager authorized the Facility Condition Assessment contract from Sourcewell Contract# 020421-ACT and it was executed on May 19, 2022 for the consultant to undertake the preparation of the scope of work as set forth and described in the documents attached.

Based on the findings identified in the initial pilot project for the Facility Condition Assessment the City has elect to proceed seeking additional services from the Consultant for City-Wide facilities.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services, to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served.

Both requirements were met based on the Competitive Bidding Process selected by Sourcewell/CMAS.
#13..
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City Council Meeting, August 8, 2023
Master Agreement Task Order Number One with VFA, Inc., an affiliate of The Gordian Group, Inc., (“VFA”) as a Consultant for City-wide Facility Condition Assessment

FISCAL IMPACT:

Funding for VFA is budgeted from Measure H, Deferred Maintenance per Resolution 2023-267 which was approved by Council on June 6, 2023, in the amount of $358,037.

The total amount of the program shall not exceed $378,037, including Task Order Number One and the Pilot Project. The $20,000 for the Pilot Program was previously paid from a separate Purchase Order with Utility Funds from Fiscal Year 2022-23.

COMMITTEE RECOMMENDATION:

Due to the timing to submit the amendment agreement, this item was not reviewed by Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving Task Order Number One for the Master Agreement for Consulting Services to VFA, Inc., an affiliate of The Gordian Group, Inc., (“VFA”), Greenville, SC for City of Modesto Facility Condition Assessment in an amount not to exceed $358,037 over a fiveyear period and authorizing the City Manager, or his designee, to execute the Master Agreement Task Order Number One.

Approved by:

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

1. Resolution

2. Master Agreement

3. Statement of Work

4. SaaS Cost Abstract
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08/08/2023/PW/PCrowley/Item 13 1 2023-364

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-364

RESOLUTION APPROVING TASK ORDER NUMBER ONE FOR THE
MASTER AGREEMENT FOR CONSULTING SERVICES TO VFA, INC., AN AFFILIATE OF THE GORDIAN GROUP, INC., (“VFA”), GREENVILLE, SC

FOR CITY OF MODESTO FACILITY CONDITION ASSESSMENT IN AN AMOUNT NOT TO EXCEED $358,037 OVER A FIVE-YEAR PERIOD AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE MASTER AGREEMENT TASK ORDER NUMBER ONE
WHEREAS, the City of Modesto Public Works Department, Building Maintenance is responsible for maintaining City owned Facilities Infrastructure within the City of Modesto; and
WHEREAS, while maintaining these infrastructures, facilities has had a need for Consulting Services from VFA to identify the scope of services and verify longevity of the City’s facilities through a Master Agreement; and
WHEREAS, through these consulting services of VFA, Building Services Division will be able to better outline the facility and technology recommendations and strategies for city-wide buildings based on current and anticipated facility needs; and WHEREAS, the recommendations are built upon past efforts and findings identified in the Facility Condition Assessment contract from Sourcewell; Contract # 020421-ACT and a pilot project under a Master Agreement which took effect on May 19, 2022 to assess the Utilities Facility locations at; Sutter and Jennings wastewater sites, and Litt Road water division corporation yard; and
WHEREAS, the City Manager authorized Facility Condition Assessment contract from Sourcewell Contract# 020421-ACT on May 19, 2022, for the consultant to undertake the preparation of the scope of work as set forth and described in the documents attached. Based on the findings identified in the initial pilot project for the #13..
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08/08/2023/PW/PCrowley/Item 13 2 2023-364
Facility Condition Assessment the City has elect to proceed seeking additional services from the Consultant for City-Wide facilities. Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services, to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served. Both requirements were met based on the Competitive Bidding Process selected by Sourcewell/CMAS.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves Task Order Number One for the Master Agreement Task for consulting services to VFA, Inc., an Affiliate of the Gordian Group, Inc., (“VFA”), Greenville, SC for City of Modesto Facility Condition Assessment in an amount not to Exceed $358,037 over a five-year period.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Master Agreement Task Order Number One. #13..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8th day of August, 2023, by Councilmember Wright, who moved its adoption, which motion being duly seconded by Councilmember EscutiaBraaton, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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Professional Services Statement of Work
Client Name: City of Modesto (CA)
Quote #: Q-73079
Project Name: FCA, Site Linear, Training, Flex PS
Preamble
This Statement of Work (“SOW” and “Statement of Work”), issued on March 21, 2023 (“Issue Date”), incorporates by reference and is governed by the terms and conditions of Agreement (“Agreement") dated ____________, between City of Modesto (CA )(“Client”) and VFA, Inc., an affiliate of The Gordian Group, Inc., (“VFA”) and is effective as of _____________________________ (“Statement of Work Effective Date”). When in conflict, the terms of this SOW shall supersede those of the Agreement solely in relation to the Project listed below.

Term Information
Term of Offer
VFA reserves the right to reject this Statement of Work if it is not signed and returned to VFA, sent to David Tsung at [email protected], by August 30, 2023.

Term of Service
Professional Services ordered hereunder will be available to Client for 365 days from Statement of Work Effective Date. After such date, any unused portion of the Services defined will be forfeited, unless otherwise agreed to by both parties (however the obligation for payment shall remain). No forfeiture will occur, as long as the parties are diligently working to completion.

Services shall not be scheduled or started pursuant to this SOW, if Client has an Accounts Receivable balance with VFA that is more than thirty (30) days delinquent.

Client Contact Information
Client SOW Contact
Name: Patrick Crowley
Email: [email protected]
Phone: 209.342.2274
Client Billing Information
All invoices will be sent to the billing contact on file, unless information is otherwise provided.

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Service Fees
Fixed Fee Services
Service Description List Price Discounted Price
VFA Facility Core Training $11,000 $9,900
Flexible Professional Services Hours – 20 Hour block $5,200 $4,680 Training and Professional Services Sub-Total $16,200 $14,580 Facility Condition Assessments (1,335,030 SF) $337,504 $286,878 Assessment Services Sub-Total $337,504 $286,878
TOTAL: $353,704 $301,458
 All service fees have Sourcewell discounts applied per Contract # 020421-ACT (VFA, Inc.)  See detailed Scope of Work for more information
Payment Summary
Milestone Billing
Training and Professional Services Billing Milestones
# % of Fee Amount Description Timing
1 100% $9,900 VFA Facility Core Training SOW Signing
2 100% $4,680 Flexible Professional Service Hours – 20 Hour Block SOW Signing Total 100% $14,580
Assessment Services Billing Milestones
# % of Fee Amount Description Timing
1 10% $28,688 Assessment Services Mobilization On SOW Signing 2 20% $57,376 Field Assessments Completed Approx. 3 months from signing 3 60% $172,126 Draft Reports Completed Approx. 4 months from signing 4 10% $28,688 Final Deliverables Accepted Approx. 5 months from signing Total 100% $286,878
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Service Fee Terms

GENERAL

1.1 Above fees include reasonable and customary expenses, unless otherwise noted in the Scope of Work details (see below)

1.2 All fees exclude applicable taxes.

1.3 VFA reserves the right to request a change order should the number of assets or the square footage change

PAYMENT TERMS

2.1 Invoicing: Charges for this SOW will be invoiced according to the terms below. Payment will be due within 30 days of invoice date.

2.2 Milestone Billing: VFA will invoice per the Milestone Billing table displayed above in the Payment Summary section.

2.3 Timing: For Milestones set to invoice “On SOW Signing”, these invoices will be processed once the internal project(s) are created in VFA’s invoicing system and will typically be delivered to Client within 30 to 60 days of SOW Signing.

Acknowledged and Agreed by the Duly Authorized Representatives of the Parties Client: VFA Inc.

Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Effective Date:

PO Required? Yes [ ] No [ ]
If Yes, PO must be
provided.

Tax exempt? Yes [ ] No [ ]
If Yes, Tax Exemption Certificate must be provided.

DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D No
Yes
Chief Operating Officer
8/10/2023
Ammon Lesher
8/10/2023
City of Modesto
Joseph P. Lopez
City Manager
City Clerk
8/12/2023
Diane Nayares-Perez
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Flexible Professional Services Hours
VFA’s Flexible Professional Services Hours are designed to provide individualized assistance to ensure software usage comfort, proficiency, and adoption.

VFA’s clients can take advantage of having a consultant on call to assist them with many facets of their capital planning tasks and process. These hours may be utilized to provide a “life-line” that a client can use to connect with a solution consultant via a phone call and/or web-conference for assistance in using VFA to generate specific reports, extracting a specific set of data to address time-sensitive problems or mission critical questions, or updating their database records to reflect work that has been completed, post-assessment.

An initial block of 20 hours is provided under this proposal. All phone or email requests for services will count towards the client’s available block of Flexible Professional Services Hours. VFA will notify the Client if the contracted hours have been exhausted, for authorization for additional hours.

VFA does not guarantee any specific deliverables will be provided within the allotted hours or that any specific resource will be available. VFA shall be responsible for securing, managing, scheduling, coordinating and supervising VFA personnel, including its subcontractors, in performing the Professional Services. VFA shall have prior approval of the Services to be provided for the hours listed herein.

The following are some examples of how our existing clients are utilizing these hours to fulfill their needs.

Examples of items that are and are not included are:
 Hours MAY be applied to the following:
 Data Maintenance services
 Data Importing
 Custom Report and Dashboard Creation
 Executive and Board Level Presentations and Reports
 Benchmarking
 Building Lifecycle Modeling
 Software Support “Ask-the-Experts” Web-based sessions  One-on-one Advanced Web-based Training
 Integration Implementation and Support
 Custom Software Development
 Other Consulting services (to be mutually agreed upon)  Hours MAY NOT be applied to the following:
 Formal Group Training Classes (remote or onsite)
 Capital Budgeting or Program Development workshops
 Configuration or functionality changes requiring a change to the code base *VFA’s Flexible Professional Services Hours are intended to be delivered remotely and, as such, travel expenses are not included in any fees, and will be billed as incurred if travel to the client’s site is requested.

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VFA Facility Core Training
VFA Facility Core Training enables customers to maximize the benefits of VFA’s facility management solutions. VFA Facility training is intended to enable users to become proficient in using and manipulating the Facility Condition Assessment (FCA) data housed within the VFA Facility software. The Training Team will work with the client to schedule an onsite training class (or classes), to be held at a client-hosted location, for up to 10 students per session. Alternately, in cases where a travel restriction may be in place, the VFA Facility Core Training class may be delivered remotely via the web, and would include four, 3-hour web-based training sessions, to be scheduled on mutually agreed upon days and times.

The VFA Facility Core Training class consists of a two-day training session comprised of lecture, demonstrations, and hands-on student exercises. Students will be taught how they can manipulate and utilize the database information, as well as how VFA Facility may serve as a dynamic tool for planning, budgeting, and project prioritization.

The first day of class focuses on the Asset database and general navigation of the VFA Facility software. The VFA Product Trainer will demonstrate how the database is structured and how the assessment data is populated and updated within the VFA Facility Asset database. This session will focus on understanding the different types of information gathered during a Facility Condition Assessment, how that information is classified, as well as an overview of maintaining and updating your Asset database records. The session also explores the various benchmarks and metrics and explains how they are calculated (Replacement Value, Renewal Costs, the Facility Condition Index (FCI) and the Requirements Index (RI)).

The second day of the class focuses on leveraging the Asset database information via Reporting and Data Analysis techniques; This session includes setting up and running basic Reports, interpreting the results of those Reports, creating, and analyzing “what if” Funding scenarios, a demonstration of how to develop a Pairwise Ranking Strategy to prioritize your Requirements and create a Capital Budget, as well an introduction to Dashboards and VFA FacilityView.

Each of the students in the class will be provided with a VFA Facility Training Guide, which will be used during the class to guide the students through a variety of hands-on exercises. The students will also be provided with a training environment to be used during the class, which will be based upon either a generic training dataset, or a copy of the client’s Facility Condition Assessment data (depending on the data available for effective demonstrations of the software features and functionality). This training environment will also be made available to the students for 30 days after the end of the training class so that the students can practice what they have learned during the class, using both the training environment and the VFA Facility Training Guide.

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VFA Facility Core Training Topics include:

Understanding the Asset Database
 Summary of the Facility Condition Assessment (FCA) process  Setting up your Computer and reviewing the Software features  Basic Navigation and the Database Hierarchy
 Utilizing Productivity Tools - Sorting, Filtering, Column Layouts and Favorites  Review of the Facility Condition Assessment Data Records  Key Concepts - FCI and RI Calculations; Replacement and Renewal Costs  Understanding the RSMeans-based Cost Estimates
 Overview of the Data Maintenance process
Capital Planning & Budgeting
 Understanding Report Options and Selection Criteria
 Analyzing the Database via Reports
 Constructing Ad-Hoc Data Browser Queries and Basic Pivot Tables  Creating and Analyzing What-if Funding Scenarios
 Developing a Ranking Strategy and creating a Capital Budget (demonstration)  Using Dashboards and VFA FacilityView
Prerequisites:

All participants should:
 Possess basic Internet and Microsoft Windows navigation skills  Have previously used Microsoft Word and Excel or other similar programs  Have a basic understanding of facility management concepts and topics  Be familiar with cost estimating concepts. A background in cost-estimation is required for users wishing to build new RSMeans-based cost estimates.

Client Responsibilities:
 For client-hosted training sessions, the client is responsible for providing a training room and PC’s that meet the requirements outlined in our IT Setup Instructions.  Until further notice, clients must agree to adhere to VFA’s COVID-19 Onsite Safety Guidelines to host a Training engagement at their site.

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Facility Condition Assessments
VFA is a leader in the building assessment industry and has been a respected provider of property condition assessments, capital planning services and software internationally for many years.

VFA provides consistent, reliable data and transparent, easy-to-follow program management advice that will enable you to manage your facility capital program effectively and efficiently. VFA is often called upon to perform condition assessments ranging in size and complexity from complex research, healthcare and manufacturing facilities to linear asset site utilities and hardscapes.

Annually, VFA performs assessments for more than 5,000 facilities covering more than 250 million square feet with an average of 30 teams on projects or in the field during any week. We are highly experienced and have a strong track record of deploying multiple teams at a regional, national, and international level to meet client schedules. Our expert Project Manages, Directors and Capital Planning Consultants will guide and assist you through all phases of the project and beyond to enable you and your organization to strategically manage capital spend and advocate for capital funding to remain mission ready.

Adherence to Industry Standards
The facility condition assessment process implemented by VFA is based on the American Society for Testing and Materials (ASTM) Document E-2018-15, Standard Guide for Property Condition Assessments: Baseline Property Condition Assessment Process. Furthermore, our methodology’s data structure incorporates industry recognized standards into the process including:

Uniformat II Elemental Classification for Cost Analysis and Cost Estimating
 A method of arranging construction information based on functional elements. An asset (building in this case) is broken down by its systems/components and the assessment is conducted with the intent of delineating and reporting by UNIFORMAT Level 1 thru 4 depending on the system assembly.
 Two examples of utilizing different UNIFORMAT levels for systems within a building are as follows:
 Example 1: Building foundation may be assessed, documented, and valued by UNIFORMAT Level 2 (Group Elements) which would include the assembly of walls, footings and waterproofing where further UNIFORMAT division would not be necessary for future repairs.
 Example 2: Lighting equipment may be assessed, documented, and valued by UNIFORMAT Level 4 (Sub-Elements) to delineate the types of lights between fluorescent, incandescent, high-pressure sodium, LED, etc., thus allowing for more strategic capital investments in terms of upgrades for energy efficiency.

Building Owners and Managers Association International (BOMA) VFA utilizes BOMA’s average Expected Useful Life (EUL) for the development of asset systems and major equipment to develop the theoretical life expectancy of a given system or component based on install DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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year and age. This theoretical age is the baseline for establishing a calculated renewal year and a calculated remaining useful life (RUL) of the system. The assessment team, through observation, review of documentation provided and interviews with knowledgeable staff, will determine if the system or component is aging as expected by BOMA or if an actual adjustment to the remaining useful life (RUL) of the system/component is required to either extend or shorten the life of the system.

RSMeans Construction Cost Data from Gordian
VFA utilizes RSMeans Construction Cost Data to develop cost estimates for asset systems and requirements.

Other Standards
In addition to the industry standards previously described, VFA incorporates the following standards and industry recognized metrics into the assessment methodology and resulting deliverables:
 National, State/Provincial and Local Building Codes/Standards  ASTM document E 2018–15, Baseline Evaluation–Abbreviated Accessibility Survey  VFA Assessment Methodology Guide based on best assessment practice of NACUBO, IFMA and APPA
 Current Replacement Value (CRV)
 Facility Condition Index (FCI)
 Requirement Index (RI), also known as FCNI (Facility Condition Needs Index)  Systems Condition Index (SCI)
Phases of the Condition Assessment Process
Details about each phase of the work plan are provided in the following sections.

Pre-Assessment Phase
Set Goals
To kick off the project and typically within ten business days of contract signing or a notice to proceed, the designated VFA Project Manager will set up a meeting with Client key stakeholders to confirm the goals and objectives for the project. Understanding what the Client wants to achieve with this project is DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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the key to its success and will drive the project effort. This will ensure that the end deliverable best meets Client expectations and goals.

Confirm Scope and Deliverables
During this planning phase, the VFA Project Manager will work with your key stakeholders to establish and document the parameters for the assessment/survey. A scoping meeting will be held to discuss and confirm schedules, assessment/survey criteria, data classifications, prioritizations and categorizations, and the best method for storing asset data to support your analysis, reporting, and planning needs.

Often the goal setting and confirmation of scope and deliverables can be discussed and agreed in one meeting.

Collect and Review Baseline Data/Documentation
The VFA Project Manager will communicate with your facility managers, plant maintenance managers, and staff members (via email or teleconference) to help them gather information that the VFA assessment team(s) will need. This data typically includes the following:
 Basic asset information (name, location/address, asset number, use/occupancy, dates of initial construction and any major renovations, number of floors, gross area, and any other relevant data.)
 Construction and as-built drawings, general floor plans and site plans  Known asset code or safety violations
 Previous studies (5 years or fewer), including condition assessments, accessibility studies, roof inspections, and hazardous material inspections (Note: Information contained in prior assessments may be used by the VFA team if, in the team’s opinion, it is relevant)  Major capital improvement projects completed over the past 5 years  Major capital improvement projects planned over the next 5 years  Equipment lists data, typically from computerized maintenance management system (CMMS) indicating age/install date and providing level of routine or preventative maintenance exercised  Warranty information (roofs, boilers, chillers, cooling towers, etc.)  Historical costs incurred for repairs, improvements, recurring replacements, etc.

To facilitate information flow, VFA will host an information repository with an agreed upon secured method, SFTP, Google Drive, One Drive, Client Share, etc. that will provide information important to the ongoing progress of the project.

Client Responsibilities
To ensure the best possible quality of the final assessment information, some aspects of the work require support from our clients.
 Client shall provide a Project Representative who will be responsible for the coordination of the client's resources as necessary for the Project. The Client acknowledges that the Project Representative can plan and commit resources (human and otherwise) on behalf of the Client that are necessary to execute the Project.
 Ensure appropriate levels of Client executive and Client project team resources will be made available to the VFA project team to ensure successful completion of tasks by jointly developed DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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timelines. If certain areas are identified as more complex than initially identified, additional Client or VFA resources may be requested to supplement the team to ensure timely delivery, which would be addressed separately under the Change Control procedures described in this SOW.
 Prior to the on-site assessment work, assistance with the development of a rational sequential work-plan, obtaining and preparing note-taking floor plans, facilitating any required security clearances, and arranging escorts for our assessment teams, are all important tasks.  During the assessment, providing a full-time (one per team) escort with access to all building spaces, ensures that we can accurately report back to you on complete observation-based information. It is also important to ensure that key operations and maintenance personnel are available to respond to questions.
 After the on-site work is complete, your assistance in the review of draft data is a further check on our own internal rigorous Quality Control process. A timely review of draft data helps keep the project on schedule and builds confidence that the information is complete and accurate.

Careful preparation of building plans and other documentation is important to our work. While we appreciate having access to large amounts of information, simply providing a link to an on-line library of large volumes of historical building construction documents, reports, and other data, can sometimes be overwhelming. We ask our clients to invest time in the orderly preparation of important reports, plans and other documents that the team can utilize to support the field assessment work.

VFA’s Responsibilities
The VFA Project Manager will provide the assessment team members with all collected information for their review prior to the on-site assessment phase. The VFA Project Manager is responsible for developing the project instructions, project and resource scheduling and arranging and leading an internal kick-off meeting with all assessment team members. Assessment team members are assigned based on their experience and availability. Number of assessment teams and team make-up are determined by the VFA Project Manager and may include teams of 1, 2 or 3 assessment professionals.

Number of team members are determined based on property size and complexity. The larger the size and higher the complexity the more specialized experience is required typically.

The VFA manager will provide the following project documents to the client POC that will inform, track, and guide the project:
 Pre-assessment Questionnaire
 Client Responsibility Document
 Project Team Roster
 Draft Report Example
 Final Report Example
 Project Schedule
 Project Kick-off Meeting Agenda and Sign-in
 Project Exit Meeting Agenda and Sign-in
 RSMeans Project Cost Adjustment Factor Work Sheet
 Project Health Status and Tracker
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 Project Completion Acceptance Form
 Client Satisfaction Survey
Management Plan
The VFA Project Manager will conduct regular progress meetings throughout the phases of the project to maintain open communication. The frequency of progress meetings will be determined during the pre-assessment phase of the project. A project schedule will be provided at project commencement to show the usual phases and milestones of the condition assessment project, including tasks (noting durations required) for client personnel during the review and feedback process. The project schedule will be maintained by VFA’s Project Manager. The VFA Project Manager will clearly define who oversees each task, communicate at both the project management and assessment team levels, and track changes closely.

Regular Meetings and Communication
The following meetings at a minimum should be expected and participation should be planned for:
 Pre-Survey Planning Meeting. A meeting with Client designated staff prior to the inspection, to confirm goals, methodology and identify existing information to be included in the study.  Field Kick-Off Meeting. First thing on the first field day for each team’s field inspection trip, for assessors and facility managers to meet each other, discuss how the field work will be done (including any security, passcodes, keys necessary), and identify the most important known issues.
 Field Debrief. An exit meeting at the end of the team’s field inspections trip to recap preliminary findings and highlight any pressing needs such as life safety issues that may require immediate attention.
 Draft Data Meeting. To present and discuss the draft Facility Condition Assessment data.  Final Presentation. A final meeting/presentation to deliver and discuss the Final Facility Condition Report.

Progress meetings will be held with the intent to discuss and inform the collective team on project status. Meeting notes will be distributed by VFA and will include date of meeting, attendees, topics discussed, and decisions made. Meeting notes will be submitted to all project representatives for feedback and final acceptance. Meeting notes will serve as one vehicle for project decision point acceptance.

Typical progress meeting agenda will include the following:
 Overall progress against schedule, will include review and update of project schedule as needed, discuss upcoming milestones, changes to schedule, etc.
 Items identified by either party during the project execution that require follow-up, decision or escalation or may impose a risk to project completion.
 A risk management process will be used to address problems that cannot be resolved through routine interactions. VFA’s Project Manager will communicate (at a minimum) weekly with the Client on the progress of high-level risk mitigation activities.  Risk Identification. Potential risks will be identified and documented in the Risk Management Plan. Risks include any occurrence that can potentially cause delays, increase DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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costs, or cause disruption of services. Areas of risk will be identified by any project team member or Client stakeholders.
 Risk Assessment. Each risk will be assessed to determine its probability (high, medium, low) of becoming “real” and the impact it might have on success (high, medium, low). Factors that impact risk probability will also identified.
 Risk Mitigation. Mitigation strategies and detailed action steps to implement them will be developed and agreed upon. Roles and responsibilities will be defined and communicated.

Actions assigned to team members will be tracked to completion, and any residual risk identified and reported. Throughout the risk mitigation activity, the VFA Project Manager will communicate risks and corrective action plans to Client stakeholders, project team members, and managers.
 Risk Tracking. Each risk will be monitored throughout the project. The VFA Project Manager will be responsible for ensuring related action items are completed and reported at regular intervals.

Assessment Phase
The Assessment phase is the on-site work performed by VFA’s assessment team and subsequent data entry/analysis done at VFA’s offices.

Assessment Process
On the morning of the first day of the field visit, VFA will organize a meeting with the staff that will be involved with the field assessment phases of the project to kick off the on-site survey work. This meeting will enable your staff to meet the VFA assessment team and understand the project schedule. It will also include discussion of the logistics of the site visit, such as gaining access to all elements of the facility, and other practical information important to undertaking the physical assessment. VFA will ensure that all functional teams understand project objectives, conditions, and goals. We ask that the Client shall arrange for VFA’s field assessment team(s) to receive timely complete, supervised, and safe access to the subject properties (including roofs unless sloped).

As part of the kick-off meeting the following information is typically discussed as part of our assessment needs:
 Confirm/discuss existing asset information provided
 Overview of how the assessment team will conduct the assessment  Assessment Logistics, work times, access, security, parking, etc.  Interviews with client knowledgeable staff on known issues VFA’s team will visually inspect all the assets included in the scope of the project to identify deficient conditions and assess the remaining lifecycle of designated asset systems. The teams will document DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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requirements, including digital photographs of asset exteriors and any observed conditions within the assets.

The VFA assessment team will typically conduct the walk-through as follows:
 Remain together during the property walk-through.
 Start with the exterior and then up to the roof and proceed to the lowest level, walking through all occupied and unoccupied spaces.
 Request Client custodial or maintenance staff to lift ceiling tiles to allow observation of building structure and distribution systems if needed. (Note: The assessment team will first look for removed ceiling areas to minimize tile lifting where possible for least occupant and environmental disruption.)
 Open access doors to reveal hidden equipment as necessary. (Note: The VFA team will require support from client-designated escort for opening access doors.)  Request, only if necessary, to have client maintenance open major equipment access panels/doors on air handling units to evaluate drip pans, coils, filters, motors, etc.

The VFA assessment team will utilize several tools and techniques during their field assessment process.

This can include the following:
 Printed floor plans or PDFs of floor plans on tablet, provided by Client  Camera or Tablet for photo capture
 Checklist or Tablet for guided survey of minimum data to inspect and evaluate  Tape measures, measuring wheels or other digital measuring devices for sample dimension capture
 Flashlights for poorly lit spaces
Note: Our assessment team members will not carry tools (including ladders) while conducting their assessments. It is required that client maintenance staff provide this service when and if required during the assessment.

The survey will include a visual inspection of the building and all the building’s architectural, mechanical, and electrical systems. For details on UNIFORMAT level data capture, refer to Exhibit B. Process type equipment is excluded unless specified otherwise.
 Site (Approx. 10 ft. perimeter around building footprint)  Structure & Building Envelope
 Interior Elements & Conveyance
 Plumbing
 Heating, Cooling & Ventilation
 Electrical
 Fire and Life Safety
The visual nature of the assessment process requires close interaction with the Client’s maintenance and operations personnel. Many of the problems inherent in building systems and components may not be visually apparent during the time of the walk-through. As a result, the VFA assessment team DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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members may request staff interviews to ensure all known problems are relayed to the VFA team and the VFA team has an opportunity to ask questions as it relates to their initial observations.

The inspection of the asset interiors will include all mechanical and electrical rooms, all public spaces as well as a representative sampling of similar room types (e.g., offices). For example, it is not the intent to survey every balcony, window, utility closet, every square foot of roofing, etc. Only representative observations of such areas are to be surveyed as per ASTM Document E-2018-15, Standard Guide for Property Condition Assessments. (Note: Additional review and delineation of equipment and architectural systems not specified above are considered outside this scope of work unless specified otherwise.)
The inspections of the asset exteriors will include an approximate ten-foot perimeter around the asset and the areas adjacent to and/or attached to the asset that are inherent to the asset’s use, such as ramps, stairs, paving, landscaping, and exterior, wall-mounted lighting.

The assessment of site and utilities assets will include the systems listed below. Visible systems will be evaluated by physically touring the site, review of institution maintenance records, and by in-depth interviews of facility personnel with historical knowledge of each of the assets. Where site assets and their system components are buried or otherwise inaccessible, VFA will interview institution personnel and review institution maintenance records and drawings to gain insight and gather information related to system type, age, quantities, and condition to construct assets and system data models, including cost estimates and relative condition estimates. For details on UNIFORMAT level data capture of site assets, refer to Exhibit B.
 Roadways  Storm Water System
 Parking Lots  Fuel Supply
 Lighting  Water Supply and Distribution
 Major Pedestrian Walkways  Chilled Water Distribution  Architectural and Sports Field Fencing  Steam & Condensate Distribution  Primary Electric Supply & Distribution  Heating Hot Water Distribution  Sanitary sewer  Fixed Benches and Other
Appurtenances
 Playground Equipment  Retaining Walls over 5’ in Height  Exterior Steps  Irrigation Systems
VFA does not include intrusive and destructive testing such as infrared, roofing core sampling, soil testing, generator testing, and hazardous material testing as part of the standard assessment methodology. If observed field conditions warrant further testing, VFA will make recommendations for such investigation as appropriate and include in the final deliverable.

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Accessibility, Life Safety, Codes, Standards and Regulations The VFA team will document observed non-compliance deficiencies as it relates to accessibility, lifesafety, building codes and standards and local regulations during the evaluation of asset system condition. Non-compliance findings are limited due to sampling of space and limited measurements and therefore should not be considered an exhaustive list of all non-compliance for a given property. Noncompliance may be noted with respect to codes for new construction, without implying nonconformance with older regulations in force at the time of original construction. (Note: A detailed study of the requirements of accessibility is beyond this scope, however VFA can provide this service if required. A separate scope and fee would be required.)
Data Development
After the on-site work is complete, the VFA assessment team will review their notes and findings and complete the tasks of documenting each facility, including systems data entry, requirements, costing, photos, analysis, and reporting. All data will be uploaded into VFA’s, VFA Facility software unless specified otherwise. The team will complete the documentation described in the following sections.

Asset Descriptions
A narrative summary of each assessed facility and its systems will be documented. This information is useful for having basic information about an asset, such as construction information including finishes and infrastructure. In addition to the narrative description, all essential information about the asset is also documented (e.g., Year Constructed, Gross Area, Number of Floors, etc.).

System Models and Conditions
Assets (buildings or Site Infrastructure) are broken down into their component systems. An asset may consist of one or more systems, referred to as system models. These system models provide an up-todate record of what exists within the building at the time of the assessment (i.e., what type of roof?), and how much of it is present (i.e., how much acoustical ceiling tile vs. gypsum wallboard ceilings).

System models record the expected useful lifespan of each system (i.e., how long should this roof last?) and how much useful life remains based on the visual inspection (i.e., how long can we expect the roof will last?). A replacement value is established for each system as well as a projected renewal cost (i.e., how much should we expect to pay when the system is at the end of its life?). Replacement values are created using RSMeans data for replacement with current equivalent technology, materials, and methods.

Testing, measuring, or preparing calculations for any system or component to determine adequacy, capacity, or compliance with any standard is outside the scope of assessment.

The system installation date will be captured. If the install date is not known, it will be estimated. The expected useful life for each system is initially determined using BOMA standards and may be adjusted based on historical replacement records by if desired. The VFA assessment team will determine the remaining useful life of each system. Considerations on condition and remaining useful life include exposure to the elements, initial installation quality, material suitability and extent of preventative maintenance program. Systems may outperform or underperform average useful life expectancy and the VFA assessors will consider this in their final decision.

Requirements
Requirements are issues such as systems or components that are unsafe, broken/damaged, can no longer perform the intended function, are approaching or have exceeded their useful life spans, do not conform to current codes, or may be an improvement to the facility, such as an energy conservation DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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project. The survey will typically include capital needs rather than operational, such as major repair to air handling unit vs. changing a fan belt. Capital vs. operational expenses is often set by a dollar minimum threshold, we set this amount at $3,000 typically. The threshold will be agreed upon at the beginning of project. Life Safety deficiencies, if determined, will be identified regardless of dollar threshold amount. Deficiencies that may be remedied with routine maintenance, minor repair or normal operating maintenance are excluded unless it’s found to be systemic across the entire building asset.

Requirements will be identified for the entire asset or system (not by individual room or component unless specified otherwise).

Each requirement is individually classified by priority (urgency), category (cause), system, and inspector.

Based upon observations, professional judgement, and empirical data (Expected Useful Life), the VFA team will prioritize and categorize each deficiency.

Each Requirement will be assigned a Priority that indicates its severity and the ideal time frame for correction. These Priorities, their definitions and years offset may be modified based on client preference. VFA’s standard list of priorities is provided in the following table.

Priority Definition Years Offset
Priority 1 Due within 1 Year of Inspection 1
Priority 2 Due within 2 Years of Inspection 2
Priority 3 Due within 5 Years of Inspection 5
Priority 4 Not Time Based null
Each Requirement will be assigned a category that indicates the cause or reason for the deficiency. The standard Requirement Categories, listed below, include a broad range of topical causes, but may be modified based on client preference. VFA’s standard list of categories follows.

Category Sub-category
Integrity  Lifecycle
 Reliability
Regulatory  Life Safety
 Building Code
 HazMat
 Accessibility
Optimization  Technological
Improvements
 Capacity
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 Mission
 Maintenance
 Abandoned
 Energy
 Sustainability
Corrective Actions
VFA’s assessors will recommend a corrective action for each requirement. The actions are based upon the materials and equipment required to repair or replace the identified deficiency along with necessary labor. The proposed repair or replacement will be based on existing capacity and similar technology. (Note: Alternate remedies that align to client design/material standards that will outperform/be more resilient than existing installation are outside of this scope of work unless written otherwise.) RSMeans Cost Data
All cost estimates will be developed using RSMeans Construction and Facilities Maintenance and Repair Costs data which is embedded in VFA’s VFA Facility software. VFA has developed an extensive construction cost estimating library of renovation, repair, systems renewals, upgrades, and construction packages as well as building replacement values from the RSMeans data source. This yields consistent and reliable construction cost estimates for capital planning. The foundation of our library Cost data is updated on an annual basis as the cost of raw materials, supply and demand, shipping costs, market maturity, time of year, energy costs and industry trends all influence construction prices. Additionally, RSMeans data is regionally adjusted using location factors across North America.

The U.S. Department of Energy and many others use a system of five classes of estimates as shown in the following table. VFA’s estimates shall be considered Class 4, Intermediate, for purposes of seeking preliminary project approval.

Estimate
Class
Name Purpose Project Definition Level
Class 5 Order of
Magnitude
Screening or Feasibility 0% to 2%
Class 4 Intermediate Concept Study or
Feasibility
1% to 15%
Class 3 Preliminary Budget, Authorization, or
Control
10% to 40%
Class 2 Substantive Control or Bid/Tender 30% to 70%
Class 1 Definitive Check Estimate or
Bid/Tender
50% to 100%
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Adjustment Factors
The RSMeans system replacement cost estimates will be cross-checked against published square foot estimates to ensure alignment. Additionally, cost estimates may be compared to available historical cost information provided by the Client. Adjustments to the cost estimates above the initial installing contractor costs is recommended by VFA to maximize accuracy.

The VFA project manager will utilize an adjustment factor worksheet and facilitate a discussion to document and determine the appropriate adjustment factor. Considerations for adjustment will include local construction costs, capital project charges, as well as historic/heritage status.

In VFA’s experience, a premium cost multiplier sometimes needs to be used to reflect the additional cost to a client based on market conditions. These conditions could be related to the type/complexity of the building, tendering process (competing for Contractors with others), and geographic region.

Additional reasons for higher costs might include compressed work schedules; work in occupied spaces; public safety and security obligations; parking and layout restrictions; system quality; system redundancy; and diligent conformance to codes and standards. These costs can vary by facility system somewhat, but to promote consistency and continuity a single adjustment factor will be used for all systems.

Opinions of costs should only be construed as preliminary, order of magnitude budgets. Actual costs might vary from VFA’s requirement action values. Opinion of costs can vary depending on factors such as type and design of suggested remedy, quality of materials and installation, manufacturer and type of equipment or system selected, field conditions, whether a physical deficiency is repaired or replaced in whole, phasing of work (if applicable), quality of contractor, quality of project management, market conditions, and whether competitive pricing is solicited, etc. VFA makes no warranty, express or implied, that the bids or the negotiated costs of requirement actions will be the same as VFA’s estimate of probable cost.

Digital Photos
VFA will capture photos during the assessment process and associate them with assets systems, and requirements to visually illustrate existing conditions. A selection of photographs of the asset exterior and the critical requirements within each asset will be stored and linked to requirements where a supporting photo is beneficial.

Additionally, digital photo records of each major system are taken and imported for later use for reporting, referral, and to aid in future reassessments of each system.

Quality Control and Assurance
Accuracy, quality, and consistency in methodology are core focuses for the VFA team. VFA recognizes the importance that clients place on the data provided by VFA and how valuable the data is to clients depends on their trust of the quality of the data.

Quality assurance activities are the responsibility of every team member, with quality checks and balances throughout the life of the program at many levels. All levels of the assessment team have QA accountability. To ensure adherence to procedures and data consistency, all assessment data is checked by a core quality control team under VFA’s Center of Excellence (COE) group.

Key elements of the QA process include the following:
 Expertise. VFA maintains one of the largest teams of dedicated assessment professionals in North America. VFA professional assessment consultants have an average of more than 15 years DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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of facilities experience. Each is certified in VFA’s proven Facilities/Infrastructure Certification Program (F/ICP) which trains engineers and facilities professionals in the proper manner to collect and analyze data and the means to mitigate the noted issue. The implementation of the F/ICP methodology ensures comparative, accurate data and the overall success of a comprehensive, strategic facilities capital planning process.  Focus. Assessment teams are assigned to a single project at a time and are dedicated to the project from the engagement start to completion. This ensures that their knowledge is focused on the project without concern for competition for resources.  Quality Assurance/Quality Control. Through the use of a dedicated Quality Assurance/Quality Control Center of Excellence Team, we complement our team’s professional judgment and expertise with a dedicated quality control process. Experienced assessors who are independent from the team will perform data validation.

Our COE Quality Control team has more than 20 years of experience in capital planning and advanced data analytics. VFA’s committed team members will work alongside the field assessors during the data entry period to assure that the scope of the project is well understood and reflected accurately in the data. The team will vigorously conduct automated and manual checks at the data entry halfway point and at the end of the data entry period. This allows for internal consistency and plausibility, allowing for multiple levels of constructive feedback before any data is submitted to the project manager for reporting. Thereafter, a final review is conducted by the project manager, ensuring each deliverable supports your mission.

Regularly scheduled team meetings including the Project Manager, Team Leaders, assessors, and the COE Quality Control team members are used to ensure that the project remains consistent and accurate.

With such controls in place, fundamental data can be effectively gathered on facilities condition information, resulting in comparable data. Organizations can confidently rely on the results of VFA assessments to provide expert third-party validation to findings presented to constituencies such as executives, boards of directors, legislatures, and community groups.

Post Assessment—Draft
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Upon completion of QA/QC per assessment team trips, the VFA Project Manager will develop the preliminary draft reports and submit them for Client review and comment. Draft reports will be provided electronically in .pdf and excel format. At draft report stage, reports will be generated from VFA’s VFA Facility software. We ask our clients to review this data to ensure the highest possible level of accuracy. This review can seem daunting but is critical to the success of the project. Timely review of draft data helps to keep the overall project on schedule. Clients should be aware of, and prepare for, this step of the process.

VFA has automated a standard process to assess the relative condition of assets, facilitating comparison both within and among organizations and locations. A Facility Condition Index (FCI) will be calculated for each asset (building) providing a key benchmark indicator to quantify the condition of the property. It is calculated as the deferred maintenance and renewal needs divided by the current replacement value of the building. The lower the FCI value, the better the condition of the building. The FCI calculation can be modified (Requirement Categories & Priority Years) and will be discussed during the draft report phase of the project. The following figures show examples of 1-year and 5-year FCI scales as it relates to relative condition.

These preliminary reports will provide the client an opportunity to review Systems and Requirements data, including a review of data classifications (such as priorities, categories, and system renewal dates), and general consistency of overall estimates. Once a level of confidence is established during draft data review of selected Assets, the client may elect to allow VFA to forgo further detailed review of all asset information.

The draft reports will include:
 Review Instructions. These guide the reviewer in completing a review of the draft reports.  Asset List. This list provides essential data for each building, along with summary totals that allow confirmation of macro-level data. The draft data review process begins with a review of the Asset list, and a high-level confirmation of general accuracy of asset values, FCI ranking, and FCI cost amounts.
 Asset Overview Reports. For each Asset, a complete description of the facility and a summary of deficiencies listed within each section of the detailed report.

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 Requirement List Reports. These reports provide a summary breakdown of type of work and total costs for each facility. (This information is presented by priority, system and category and cross tabular format.)
 System List Reports. Systems form the foundation of the assessment data. These reports provide a summary breakdown of the total costs for a facility by assessed system along with system renewal forecasts.
 Major Deficiency Photographs. Photos collected during the assessment process are available online and might be selectively published at this stage as determined by the VFA Project Manager to support the draft data review process.
 Requirement Details. This report is useful when questions come up about items on the Requirements List reports, as it allows deeper understanding of what is included. This report might be provided, as determined by the VFA Project Manager, to support the draft data review process.

Based on the information gathered in the inspection, the Client will understand the reinvestment rate required on an annual basis to replace system components that have reached or exceeded the end of their useful lives.

Post Assessment—Final
Presentation of Findings
This a formal meeting, presented by the VFA Project Manager or Project Director to present the results of the condition assessment. VFA understands that facility conditions are not the only factor in determining what renovations, replacements, or repairs to undertake, and are in many cases considered in support of other drivers such as impact on mission, risk, space planning needs, or changes in use. The presentation of findings will include an analysis that turns technical and financial data into actionable and measurable capital plans. VFA will benchmark assets by FCI, explore considerations of level of funding and its impact on asset condition, and align data to your organizations business to enable you to remain mission ready. VFA will provide recommendations on best practices for going beyond the condition assessment results with the intent to drive success for you in your capital planning program.

At the end of the presentation, the following questions will have been answered:
 What assets do we need to maintain?
 What is the condition (needs) of my assets?
 How much funding do I need?
 With X funding, what assets should we invest in first? VFA’s experience is that executive attendance at the final presentation often leads to requests for further editing prior to final reports.

Final Reports
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Following client review and comment of the draft report data and the presentation of findings, the VFA team will incorporate comments and provide responses to the client on the actions taken. With client acceptance of corrections, the VFA Project Manager will make any adjustments to the assessment data and report content and will prepare the Final Property Condition Assessment Report package for all assets. The Final Report will document the findings and present analyses of the FCA.

Requirement and renewal costs and timing will be utilized to develop multiple funding scenarios, providing a comparative analysis of these funding options. Level of capital spend to support funding scenarios will be discussed. The client will be able to ascertain the impact of various funding levels on the FCI of the assets, or alternatively, the funding requirements to achieve a specific asset FCI.

The Final Property Condition Report Package will include the following elements:
 Executive Summary. This report provides high-level information to provide an overview of the asset portfolio. This includes:
 Overall Asset Value
 Overall FCI
 Overall FCI cost (deferred maintenance) values
 Assessment Methodology. This report covers the assessment process itself and includes:
 Recap of Data Provided by the Client
 An Overview of Assessment Process
 Terms and Definitions
 Appendix Report Data. This element includes major findings from the assessment process, which include:
 Funding Scenarios
 Capital Renewal Requirements
 Requirement Summaries and Cross-tabular Reports
 Detailed Requirement Reports (Including Asset Summary, Requirement Descriptions)  Terms and Definitions
Project Closeout
The project will be considered complete when final reports have been delivered.

Value-Add Software
VFA’s methodology is integrated with VFA’s Capital Planning software, VFA Facility, to fully capitalize on the features and functions, including data query, analysis, reporting and prioritization.

Unlike static printed reports that quickly become outdated, VFA relies on our capital planning and management software to create a central repository of asset information. VFA has developed VFA Facility to align closely with VFA’s assessment methodology so that not only do VFA’s building assessment professionals understand the facilities construction and conditions but more importantly, Client staff will be able to use the information delivered in VFA Facility for ongoing asset management and strategic decision support.

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VFA Facility will be utilized by the VFA team to upload, store, analyze and report the results of the condition assessment.

Where practical for field collection, VFA Auditor or Kykloud are used as tablet-based field assessment tools to allow for system selection, photo capture, condition rating and input of attributes such as installation year, quantity, or size.

During the pre-assessment planning phase of the project, the VFA Project Manager will configure the software tools to align with the level of assessments/surveys agreed to. Data points such as prioritization schemes, systems to be assessed, and level of detail required will be configured for downstream use by the assessment team and the Client.

The VFA Project Manager will establish read-only user accounts for designated Client personnel in VFA Facility during the project allowing the Client to monitor progress, review data, and make comments on facility condition assessment data as it is being entered into the database.

Clients may choose to continue to maintain this asset data and use the sophisticated decision support and assessment collection tools for ongoing facilities planning and management by licensing the VFA software.

Example Assessment Project Schedule
A detail project schedule will be created when the assessment project is confirmed. An example schedule for assessments of 1 MSF of assets follows.

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Exhibit A: Asset List
This is a list of the assets (buildings) which are included in the scope of work for this project. Please review the list carefully, and report back any concerns before finalizing this proposal. This list defines the scope of work for the project. If an asset is not on this list, it is not included in the proposal. Asset data will be entered and reported based upon this list. If any of the listed buildings have ancillary structures associated with those buildings, those buildings will be entered into the data as ‘Systems’ within the listed ‘Asset.’ They will not be created as separate Assets unless they are identified with a corresponding GSF area on this list. Gordian bases the fee upon a complex calculation which includes the number of building assets, as well as use of the building, and gross area of the building.

Asset Name

STORAGE BUILDING

POLICE HEADQUARTERS

PUBLIC PARKING GARAGE
SENIOR OPPORTUNITY SRVCS.

POLICE DEPT. EVIDENCE

POLICE STATION

POLICE GARAGE
2 TRAILERS 1500SF EA, 1 MAINTENANCE BLDG 3100 SF
FIRE STATION #1
FIRE STATION #2
FIRE STATION #3
FIRE STATION #4
FIRE STATION #5
FIRE STATION #6
FIRE STATION #7
FIRE STATION #8
FIRE STATION #9
FIRE STATION #10
FIRE STATION #11

FIRE PREVENTION OFFICE

CORPORATION YARD

TRAFFIC SIGN SHOP
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TRANSPORTATION CENTER

AIRPORT TERMINAL
AIRPORT GENERAL AVIATION (Multiple Buildings)

PORTABLE BUILDING

JOHN THURMAN FIELD

KING-KENNEDY MEMORIAL

CENTRE PLAZA GARAGE

MADDUX YOUTH CENTER

COMMUNITY SERVICES CENTER

SENIOR CITIZENS CENTER

MC HENRY MANSION

MC HENRY MUSEUM

BOY SCOUT CLUBHOUSE
DRYDEN GOLF COURSE (CART BARN #1 1.3K, CART BARN #2 4.6K, MAINT BLDG 3.9K, CLUBHOUSE

3.14K)

NURSERY FACILITY

AMERICAN LEGION HALL

AMTRAK STATION
PARKING GARAGE (5 LEVELS, 46,000 SF EA)

DOWNTOWN REPAIR SHOP/PARKING GARAGE
CREEKSIDE GOLF COURSE (CART BARN 4K, MAIN BLDG 4K, CLUB HOUSE 4.8K)

MODESTO CENTRE PLAZA
PARKS

DOWNEY COMMUNITY PARK

DAVIS COMMUNITY PARK

BEYER COMMUNITY PARK

GRACEDA COMMUNITY PARK

MELLIS COMMUNITY PARK
BEARD BROOK COMM. PARK

RECREATION CENTER

ENSLEN PARK

GARRISON PARK
J.M. PIKE PARK

JOHN MUIR PARK

BELLENITA PARK

CATHERINE EVERETT PARK

CHRYSLER PARK

COLEMAN BROWN PARK

MUNCY PARK

REVARD PARK
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ROOSEVELT PARK

ROSE AVENUE PARK

SHERWOOD PARK

SIPHERD PARK

SONOMA PARK

KEWIN PARK

LAKEWOOD PARK

MANCINI PARK

MARSHALL PARK

MELLIS PARK

MORAN ESTATES PARK

STANDIFORD PARK

SUTTER PARK

SYLVAN PARK
T.B. SCOTT PARK

WESSON RANCH PARK

WEST SIDE PARK

WHITMORE PARK

WOODROW PARK
MPD Gun Range

PARK RESTROOMS
Aqueduct
Bellenita
Beyer - Restroom
Beyer Park -Restroom/Concession
Brewer's Rose
Catherine Everett
Cesar E. Chavez
Charles M. Sharp
Chrysler
Coleman F. Brown
Davis
Downey
Dr. Martin Luther King, Jr. (Mellis)
East La Loma
Eisenhut
Enslen
Fairway/Thurman
Freedom
Garrison
George A. Rogers
Graceada
J.M. Pike
John Muir
Kewin
Lakewood
Mancini
Mark Twain
Marshall
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Mary E. Grogan Park - Concession
Mary E. Grogan Park - Office
Mary E. Grogan Park - Restroom
McKinney Colony
Mildred Perkins
Moran Estates
Muncy
Orchard
Revard
Riverside
Robertson Rd
Roosevelt
Rose Avenue
Sanders
Sherwood
Sipherd
Sonoma
Standiford
Sutter
T.B. Scott
TRRP A
TRRP B
Ustach
Wesson Ranch
Whitmore
Woodrow
Total SF: 1,335,030 SF
VFA calculates time and fees based upon Gross sizes of building assets (in SF), measured to the outside surface of the outside walls, and calculated per AIA building area calculation standards. It is understood that the numbers above, upon which the fee proposal is based, are gross area measurements, not net interior area. If the above numbers are not gross area values, the time and fee for the project will need to be recalculated.

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Exhibit B: Uniformat II Categories
The ASTM Uniformat II Classification for Building Elements defines a standard classification for building elements and related sitework. Each UNIFORMAT II Category performs a given function, regardless of the design specification, construction method, or materials used. Using UNIFORMAT II to classify systems provides a consistent reference for the description, economic analysis, and management of building components during all phases of their life cycles.

The Uniformat II Classification for Buildings Elements is made up of four levels:
 Level 1 is a general grouping of major elements.
 Level 2 contains grouped elements (e.g., roofing, conveying, plumbing).  Level 3 contains individual elements (e.g., basement walls, partitions, floor finishes).  Level 4 contains sub-elements of individual elements (e.g., specific equipment, door frames, roof canopies).

One use of the Uniformat classifications is to determine which systems are included in the assessment process.

The tables provided in this appendix identify the systems to be included in the assessment, those that are at the discretion of the assessors, and those that aren’t included. Systems are identified using the following formats:
 Systems that are highlighted are in the scope of this project as a system (when observable or when information is provided).
 Systems in grey are included at assessor’s option and might be created as separate systems for additional level of detail.
 Systems without formatting are not in scope for this project.

Group A: Substructure
Level 2:

Group Elements
Level 3:

Individual Elements
Level 4:

Sub-Elements
A10 Foundations A1010 Standard
Foundations
A1011 Wall Foundations
A1012 Column Foundations & Pile Caps
A1013 Perimeter Drainage & Insulation
A1020 Special
Foundations
A1021 Pile Foundations
A1022 Grade Beams
A1023 Caissons
A1024 Underpinning
A1025 Dewatering
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A1026 Raft Foundations
A1027 Pressure Injected Grouting
A1029 Other Special Conditions
A1030 Slab on Grade A1031 Standard Slab on Grade
A1032 Structural Slab on Grade
A1033 Inclined Slab on Grade
A1034 Trenches, Pits & Bases
A1035 Under-Slab Drainage & Insulation
A20 Basement
Construction
A2010 Basement
Excavation
A2011 Excavation for Basements
A2012 Structure Back Fill & Compaction
A2013 Shoring
A2020 Basement Walls A2021 Basement Wall Construction
A2022 Moisture Protection
A2023 Basement Wall Insulation
A2024 Interior Skin
Group B: Shell
Level 2:

Group Elements
Level 3:

Individual Elements
Level 4:

Sub-Elements
B10 Superstructure B1010 Floor
Construction
B1011 Suspended Basement Floors
Construction
B1012 Upper Floors Construction
B1013 Balcony Floors Construction
B1014 Ramps
B1015 Exterior Stairs & Fire Escapes
B1016 Floor Raceway Systems
B1019 Other Floor Construction
B1020 Roof
Construction
B1021 Flat Roof Construction
B1022 Pitched Roof Construction
B1023 Canopies
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B1029 Other Roof Systems
B20 Exterior
Enclosure
B2010 Exterior Walls B2011 Exterior Wall Construction
B2012 Parapets
B2013 Exterior Louvers, Screens &
Fencing
B2014 Exterior Sun Control Devices
B2015 Balcony Walls & Handrails
B2016 Exterior Soffits
B2020 Exterior
Windows
B2021 Windows
B2022 Curtain Walls
B2023 Storefronts
B2030 Exterior Doors B2031 Glazed Doors & Entrances
B2032 Solid Exterior Doors
B2033 Revolving Doors
B2034 Overhead Doors
B2039 Other Doors & Entrances
B30 Roofing B3010 Roof Coverings B3011 Roof Finishes
B3012 Traffic Toppings & Paving
Membranes
B3013 Roof Insulation & Fill
B3014 Flashings & Trim
B3015 Roof Eaves & Soffits
B3016 Gutters & Downspouts
B3020 Roof Openings B3021 Glazed Roof Openings
B3022 Roof Hatches
B3023 Gravity Roof Ventilators
Group C: Interiors
Level 2:

Group Elements
Level 3:

Individual Elements
Level 4:

Sub-Elements
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C10 Interior
Construction
C1010 Partitions C1011 Fixed Partitions
C1012 Demountable Partitions
C1013 Retractable Partitions
C1014 Site Built Toilet Partitions
C1015 Site Built Compartments Cubicles
C1016 Interior Balustrades & Screens
C1017 Interior Windows & Storefronts
C1020 Interior Doors C1021 Interior Doors
C1022 Interior Door Frames
C1023 Interior Door Hardware
C1024 Interior Door Wall Opening
Elements
C1025 Interior Door Sidelights &
Transoms
C1026 Interior Hatches & Access Doors
C1027 Door Painting & Decoration
C1030 Fittings C1031 Fabricated Toilet Partitions
C1032 Fabricated Compartments &
Cubicles
C1033 Storage Shelving & Lockers
C1034 Ornamental Metals & Handrails
C1035 Identifying Devices
C1036 Closet Specialties
C1037 General Fittings & Misc. Metals
C20 Stairs C2010 Stair
Construction
C2011 Regular Stairs
C2012 Curved Stairs
C2013 Spiral Stairs
C2014 Stair Handrails & Balustrades
C2020 Stair Finishes C2021 Stair, Tread, & Landing Finishes C2022 Stair Soffit Finishes
C2023 Stair Handrail & Balustrade
Finishes
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C30 Interior Finishes C3010 Wall Finishes C3011 Wall Finishes to Inside Exterior Walls
C3012 Wall Finishes to Interior Walls
C3013 Column Finishes
C3020 Floor Finishes C3021 Floor Toppings
C3022 Traffic Membranes
C3023 Hardeners & Sealers
C3024 Flooring
C3025 Carpeting
C3026 Bases, Curbs & Trim
C3027 Access Pedestal Flooring
C3030 Ceiling Finishes C3031 Ceiling Finishes
C3032 Suspended Ceilings
C3033 Other Ceilings
Group D: Services
Level 2:

Group Elements
Level 3:

Individual Elements
Level 4:

Sub-Elements
D10 Conveying D1010 Elevators & Lifts D1011 Passenger Elevators D1012 Freight Elevators
D1013 Lifts
D1020 Escalators &
Moving Walks
D1021 Escalators
D1022 Moving Walks
D1090 Other Conveying
Systems
D1091 Dumbwaiters
D1092 Pneumatic Tube Systems
D1093 Hoists & Cranes
D1094 Conveyors
D1095 Chutes
D1096 Turntables
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D1097 Baggage Handling & Loading
Systems
D1098 Transportation Systems
D20 Plumbing D2010 Plumbing
Fixtures
D2011 Water Closets
D2012 Urinals
D2013 Lavatories
D2014 Sinks
D2015 Bathtubs
D2016 Wash Fountains
D2017 Showers
D2018 Drinking Fountains & Coolers
D2019 Bidets & Other Plumbing Fixtures
D2020 Domestic Water
Distribution
D2021 Cold Water Service
D2022 Hot Water Service
D2023 Domestic Water Supply
Equipment
D2030 Sanitary Waste D2031 Waste Piping
D2032 Vent Piping
D2033 Floor Drains
D2034 Sanitary Waste Equipment
D2035 Pipe Insulation
D2040 Rainwater
Drainage
D2041 Pipe & Fittings
D2042 Roof Drains
D2043 Rainwater Drainage Equipment
D2044 Pipe Insulation
D2090 Other Plumbing
Systems
D2091 Gas Distribution
D2092 Acid Waste Systems
D2093 Interceptors
D2094 Pool Piping & Equipment
D2095 Decorative Fountain Piping
Devices
D2099 Other Piping Systems
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D30 HVAC D3010 Energy Supply D3011 Oil Supply System
D3012 Gas Supply System
D3013 Coal Supply System
D3014 Steam Supply System
D3015 Hot Water Supply System
D3016 Solar Energy System
D3017 Wind Energy System
D3020 Heat Generating
Systems
D3021 Boilers
D3022 Boiler Room Piping & Specialties
D3023 Auxiliary Equipment
D3024 Insulation
D3030 Cooling
Generating Systems
D3031 Chilled Water Systems
D3032 Direct Expansion Systems
D3040 Distribution
Systems
D3041 Air Distribution Systems
D3042 Exhaust Ventilation Systems
D3043 Steam Distribution Systems
D3044 Hot Water Distribution
D3045 Chilled Water Distribution
D3046 Change-over Distribution Systems
D3047 Glycol Distribution Systems
D3050 Terminal &
Package Units
D3051 Terminal Self-Contained Units
D3052 Package Units
D3060 Controls &
Instrumentation
D3061 Heating Generating Systems
D3062 Cooling Generating Systems
D3063 Heating/Cooling Air Handling
Units
D3064 Exhaust & Ventilating Systems
D3065 Hoods & Exhaust Systems
D3066 Terminal Devices
D3067 Energy Monitoring & Control
D3068 Building Automation Systems
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D3069 Other Controls & Instrumentation
D3070 Systems Testing
& Balancing
D3071 Piping System Testing & Balancing
D3072 Air Systems Testing & Balancing
D3073 HVAC Commissioning
D3079 Other Systems Testing &
Balancing
D3090 Other HVAC
Systems & Equipment
D3091 Special Cooling Systems & Devices
D3092 Special Humidity Control
D3093 Dust & Fume Collectors
D3094 Air Curtains
D3095 Air Purifiers
D3096 Paint Spray Booth Ventilation
D3097 General Construction Items
(HVAC)
D40 Fire Protection D4010 Sprinklers D4011 Sprinkler Water Supply D4012 Sprinkler Pumping Equipment
D4013 Dry Sprinkler System
D4020 Standpipes D4021 Standpipe Water Supply
D4022 Pumping Equipment
D4023 Standpipe Equipment
D4024 Fire Hose Equipment
D4030 Fire Protection
Specialties
D4031 Fire Extinguishers
D4032 Fire Extinguisher Cabinets
D4090 Other Fire
Protection Systems
D4091 Carbon Dioxide Systems
D4092 Foam Generating Equipment
D4093 Clean Agent Systems
D4094 Dry Chemical System
D4095 Hood & Duct Fire Protection
D50 Electrical D5010 Electrical Service
& Distribution
D5011 High Tension Service & Dist.

D5012 Low Tension Service & Dist.

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D5020 Lighting &
Branch Wiring
D5021 Branch Wiring Devices
D5022 Lighting Equipment
D5030 Communications
& Security
D5031 Public Address & Music Systems
D5032 Intercommunication & Paging
System
D5033 Telephone Systems
D5034 Call Systems
D5035 Television Systems
D5036 Clock & Program Systems
D5037 Fire Alarm Systems
D5038 Security & Detection Systems
D5039 Local Area Networks
D5090 Other Electrical
System
D5091 Grounding Systems
D5092 Emergency Light & Power Systems
D5093 Floor Raceway Systems
D5094 Other Special Systems & Devices
D5095 General Construction Items
(Elect.)
Group E: Equipment and Furnishings
Level 2:

Group Elements
Level 3:

Individual Elements
Level 4:

Sub-Elements
E10 Equipment E1010 Commercial
Equipment
E1011 Security & Vault Equipment
E1012 Teller & Service Equipment
E1013 Registration Equipment
E1014 Checkroom Equipment
E1015 Mercantile Equipment
E1016 Laundry & Dry-Cleaning
Equipment
E1017 Vending Equipment
E1018 Office Equipment
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E1020 Institutional
Equipment
E1021 Ecclesiastical Equipment
E1022 Library Equipment
E1023 Theater & Stage Equipment
E1024 Instrumental Equipment
E1025 Audio-visual Equipment
E1026 Detention Equipment
E1027 Laboratory Equipment
E1028 Medical Equipment
E1029 Other Institutional Equipment
E1030 Vehicular
Equipment
E1031 Vehicular Service Equipment
E1032 Parking Control Equipment
E1033 Loading Dock Equipment
E1039 Other Vehicular Equipment
E1090 Other Equipment E1091 Maintenance Equipment
E1092 Solid Waste Handling Equipment
E1093 Food Service Equipment
E1094 Residential Equipment
E1095 Unit Kitchens
E1097 Window Washing Equipment
E1099 Other Equipment
E20 Furnishings E2010 Fixed Furnishings E2011 Fixed Artwork E2012 Fixed Casework
E2013 Blinds & Other Window
Treatments
E2014 Fixed Floor Grilles & Mats
E2015 Fixed Multiple Seating
E2016 Fixed Interior Landscaping
E2020 Movable
Furnishings
E2021 Movable Artwork
E2022 Furniture & Accessories
E2023 Movable Rugs & Mats
E2024 Movable Interior Landscaping
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Group F: Special Construction and Demolition
Level 2:

Group Elements
Level 3:

Individual Elements
Level 4:

Sub-Elements
F10 Special
Construction
F1010 Special
Structures
F1011 Air Supported Structures
F1012 Pre-engineered Structures
F1013 Other Special Structures
F1020 Integrated
Construction
F1021 Integrated Assemblies
F1022 Special Purpose Rooms
F1023 Other Integrated Construction
F1030 Special
Construction Systems
F1031 Sound, Vibration & Seismic Const.

F1032 Radiation Protection
F1033 Special Security Systems
F1034 Vaults
F1039 Special Construction Systems
F1040 Special Facilities F1041 Aquatic Facilities
F1042 Ice Rinks
F1043 Site Constructed Incinerators
F1044 Kennels & Animal Shelters
F1045 Liquid & Gas Storage Tanks
F1049 Other Special Facilities
F1050 Special Controls
& Instrumentation
F1051 Recording Instrumentation
F1052 Building Automation System
F1059 Other Special Controls &
Instrumentation
F20 Selective Building
Demolition
F2010 Building
Elements Demolition
F2011 Building Interior Demolition
F2012 Building Exterior Demolition
F2020 Hazardous
Components
Abatement
F2021 Removal of Hazardous
Components
F2022 Encapsulation of Hazardous
Components
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Master Agreement
This MASTER AGREEMENT (this “Agreement”) is entered into between VFA, Inc., a Delaware corporation with its principal place of business at 30 Patewood Drive, Suite 350, Greenville, SC 29615 (“VFA”) and ________________ with its principal place of business at ________________ (“Client”). The effective date of this Agreement is ___________ (“Effective Date”).

For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

1.1. “VFA Software” is each VFA-developed and/or VFA-owned software product in machine readable object code (not source code) and any Updates, Upgrades, or revisions to such software.

1.2. “Agreement” includes this Master Agreement its exhibits, as well as any documents, amendments, order forms, statements of work (SOW), or other relevant documentation that is attached hereto and/or included by reference.

1.3. “Affiliate” is an entity that is a subsidiary of or under common control of the applicable entity.

1.4. “Authorized User(s)” are (i) Client’s employees, and (ii) Client’s consultants, contractors, or agents, approved in writing by VFA (which will not be unreasonably withheld, conditioned, or delayed) it being understood that VFA may reasonably withhold approval for competitors of VFA.

1.5. “Change of Control” means (i) the sale of all or substantially all of its stock or assets of a party to another entity; (ii) any merger, consolidation, or acquisition of a party with an entity that is not an Affiliate; or (iii) any change in the ownership of more than 50% of the voting capital stock of a party in one or more related transactions.

1.6. “Client Data” is data, excluding Resultant Data (defined below), that Client provides, generates, transfers, or makes available to VFA under this Agreement.

1.7. “Documentation” is paperwork, manuals, or other types of instruction regarding use of the Software made available to Client by VFA in electronic format (or in print upon request), including but not limited to user instructions, release notes, manuals, and help files.

1.8. “Fees” are any monetary amounts set forth in this Agreement to be paid to VFA by Client.

1.9. “License Metrics” are the limitations on the license for SaaS Services, based on usage and set out in an Order Document; License Metrics are measured by a certain term, including but not limited to number of leases, square footage, number of locations, or reports.

1.10. “Malicious Code” includes computer viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

1.11. “Maintenance” is the collective support services for the Software, including but not limited to the provision of Updates for the Services ordered. Maintenance is subject to VFA’s Support and Maintenance Policy (as may be amended by VFA) in effect at the time the services are provided. For the avoidance of doubt, Maintenance expressly excludes Professional Services.

1.12. “Order Document” is a document or set of documents executed by the parties which describes order-specific information and incorporates by reference the terms of the Agreement. An Order Document may not be specifically called an Order Document; it can be referred to by another name, such as a statement of work. Any Software or SaaS Services provided via an Order Document are subject to the terms and conditions of this Agreement.

1.13. “Overages- Any use of the Software or SaaS over the committed metric amount.

1.14. “Partner” is a third-party vendor or subcontractor under an agreement with VFA to provide services in support of VFA’s SaaS Services and/or Software, as well as any other obligations under this Agreement.

1.15. “Partner Software” is software (in object code form), and any of its Updates, upgrades, or revisions, including Documentation, that is owned by a Partner and provided to Client by VFA on a pass-through, reseller, or original equipment manufacturer (OEM) basis.

1.16. “Professional Services” are services provided by VFA, or an authorized Partner, as set forth in the Agreement; these may include, but are not limited to data conversion, implementation, site planning, configuration, integration and deployment of the SaaS Services, training, project management, assessment services and other consulting services.

1.17. “Resultant Data” is aggregated and anonymized data and information, including Client Data and Usage Data, relating to Client’s use of the Services. Resultant Data is aggregated and anonymized so that no identifiable information is present and may be used by VFA, in any form, for any lawful purpose.

1.18. “SaaS Services” is the provision of the Software, hosted by VFA or its Partners and accessed via the internet, as a service and as set forth on an applicable Order Document.

1.19. “Software” includes both the VFA Software and any applicable Partner Software.

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1.20. “Support” is a service in which VFA provides technical support for the services and is provided pursuant to VFA’s Support and Maintenance Policy available in the support portal (as may be amended by VFA) in effect at the time the services are provided. For the avoidance of doubt, Support expressly excludes Professional Services.

1.21. “Upgrades” are the new products or functionality for which VFA generally charges a separate fee.

1.22. “Updates” are the error corrections, modifications, or security or product enhancements which VFA makes generally available to its customers as part of the Maintenance.

2. ORDER OF PRECEDENCE; ENTIRE AGREEMENT. In the event of a conflict between this Agreement and any Order Document or document contemplated by this Agreement, this Agreement shall prevail, unless such document explicitly states that it supersedes this Agreement and is executed by both parties. This Agreement will supersede any terms of Client purchase orders, receipts, or other Order Document, and such terms shall have no effect. This Agreement, including any applicable Order Documents, cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter and constitutes the parties’ entire agreement relating to its subject matter. No modification to the Agreement will be binding unless in writing and signed by an authorized representative of each party.

3. INTELLECTUAL PROPERTY. Except for rights expressly granted under this Agreement, nothing in this Agreement shall transfer any of either party’s Intellectual Property rights to the other, and each party will retain an exclusive interest in and ownership of its Intellectual Property. “Intellectual Property” includes, without limitation, inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, logic, coherence and methods of operation of systems, and training methodology and materials. VFA’s Intellectual Property includes, but is not limited to, any work that VFA creates, acquires, or otherwise has rights in, including any works created pursuant to this Agreement, except for any portion of such works that consist of Client’s Intellectual Property. Client Data will be considered Client’s Intellectual Property, except for Resultant Data, which will not be considered a derivative of Client Data. VFA may, in connection with the performance of services hereunder, create, employ, provide, modify, acquire, or otherwise obtain rights in, and any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, whether or not perfected, filed, or recorded.

4. FINANCIAL TERMS.

4.1. Fees and Payment Terms. Fees shall be specified in the applicable Order Document and, unless stated otherwise, are denominated and payable in United States Dollars (USD) and due within 30 days of the date of invoice. VFA is not responsible for any payment conditions that are not expressly stated in this Agreement or any applicable Order Document. Overages will be invoiced 30% over the average metric price of the current year's fees. Overages, if any, will be assessed and invoiced quarterly. Not charging for overages is not a waiver of those overages, VFA retains the right to retroactively true-up metric counts. Overages will continue to be invoiced until such time the committed metric amount is changed to reflect overages

4.2. Overdue Charges. In the event that any Fees due and owing to VFA are not received by the due date, then VFA may: (i) charge interest on any past due balances at the lesser of: (a) 1½% per month, or (b) the highest rate allowed by law, and (ii) be entitled to condition future purchases on shorter payment terms. Client acknowledges that, if it fails to provide a purchase order number when required for payment, or it delays payment by requesting payment conditions not set forth in the Agreement, VFA’s right to pursue overdue charges will not be waived.

4.3. Suspension of Services. In the event any Fees due and owing are 30 or more days overdue from the last day of the initial 30-day payment period, VFA may, after providing notice to Client, and without limiting any of its other rights and remedies: (i) suspend, terminate, or otherwise deny Client access to or use of, all or any part of the Services, and (ii) require full payment of the overdue amount, and any other amount due and owing, prior to additional or continued performance by VFA.

4.4. Taxes. Unless expressly provided otherwise in this Agreement or any applicable Order Document, the prices in the Agreement do not include taxes. Client agrees to pay any applicable taxes arising out of the Agreement, other than those based on VFA’s net income. If Client is tax-exempt, Client agrees to provide VFA a copy of its tax-exempt certificate prior to execution of an Order Document. Client shall be responsible for any liability or expense incurred by VFA as a result of Client’s failure or delay in paying taxes due.

4.5. Out-of-Pocket Expenses. Unless otherwise noted within the Agreement, any reasonable direct out-of-pocket expenses incurred by VFA in its performance of Professional Services for Client will be invoiced in addition to any applicable Fees DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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due and owing. These expenses typically include but are not limited to airfare, lodging, employee meals, and sales, use, or similar (VAT, GST) taxes associated with those expenses.

4.6. Compliance/Audit. VFA may audit Client’s use of the Services at any time during the Term and at termination. Client (i) acknowledges that the Software includes a License Metric management component that tracks Software usage, and (ii) agrees not to impede, disable, or otherwise undermine operation of such management component. Upon written request, Client shall make available to VFA any records that show Client’s compliance with the terms of this Agreement.

If such audit determines that Client’s use of the Services exceed the usage permitted by the Order Document (“Overage”), Client shall pay to VFA: (a) all amounts due for previous and continuing excess use, and (b) the costs resulting from such audit. Any Overages will be assessed and invoiced by VFA. If VFA fails to charge for Overages, such failure to charge is not a waiver of those Overages and VFA retains the right to charge for those Overages. Overages will continue to be invoiced until such time the permitted usage amount is changed to reflect Overages.

4.7. Purchase Orders. In the event that Client requires a Purchase Order in order to process the license or purchase of any VFA-provided services, both parties agree that those services may be suspended or delayed until VFA’s receipt of the Purchase Order

5. CONFIDENTIALITY

5.1. Defined. One party (“Disclosing Party”) may expose or provide to the other party (“Receiving Party”) Disclosing Party’s confidential and proprietary information, including but not limited to information designated as confidential in writing, or information which the Receiving Party should know is confidential and proprietary (“Confidential Information”).

Confidential Information includes, but is not limited to: the terms and conditions (but not the existence) of the Agreement, all trade secrets, software, source code, object code, specifications, documentation, business plans, customer lists and customer-related information, financial information, proposals, budgets as well as results of testing and benchmarking of the Software or other services, product roadmap, data and other information of VFA and its licensors relating to or embodied in the Hardware, Software, or Documentation. Placement of a copyright notice on any portion of the Software will not be construed to mean that such portion has been published and will not diminish any claim that such portion contains VFA’s Confidential Information. For the avoidance of doubt, VFA’s Intellectual Property is Confidential Information.

5.2. Non-Disclosure. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized dissemination and will use the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither party will use Confidential Information of the other party for purposes other than those necessary to directly further the purposes of the Agreement. Except as otherwise expressly permitted herein, the Receiving Party shall not disclose Disclosing Party’s Confidential Information to any person or entity other than the Receiving Party’s officers, or employees who (i) need access to such Confidential Information in order to effect the intent of this Agreement, and (ii) have entered into written confidentiality agreements, or are bound by professional responsibility obligations, which protect the Disclosing Party’s Confidential Information sufficient to enable the Receiving Party to comply with its obligations of confidentiality under this Agreement.

5.3. Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that the Receiving Party can establish that such information (i) is or becomes generally known or available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession before receipt from the Disclosing Party; (iii) is lawfully obtained from a third party who is not under any confidentiality obligations and has the right to disclose; or (iv) has been independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information.

5.4. Compelled Disclosure. Receiving Party may disclose Disclosing Party’s Confidential Information if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest such disclosure.

5.5. Other Permitted Disclosures. Notwithstanding the foregoing confidentiality obligations, a party may provide a copy of this Agreement to the following persons and/or entities, who are under obligations of confidentiality substantially similar to those set forth in this Agreement: potential acquirers, merger partners, lenders, and investors and to their employees, agents, attorneys, investment bankers, lenders, financial advisors, and auditors in connection with the due diligence review of such party. A party may also provide a copy of this Agreement to the party’s outside accounting firm and legal advisors and in connection with any litigation or proceeding relating to this Agreement.

6. LIMITED RIGHTS AND OWNERSHIP
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6.1. Reservation of Rights. All rights not expressly granted in the Agreement are reserved by VFA and its Partners. Client acknowledges that: (i) all Software is licensed and not sold; (ii) Client acquires only the right to use the Software, Professional Services, or SaaS Services, and VFA and its Partners shall retain sole and exclusive ownership of and all rights, title, and interest in the Protected Materials, including (whether developed by VFA, Client, or a third party): (a) intellectual property embodied or associated therewith; (b) deliverables and work product associated therewith; (c) all copies and derivative works thereof; and (d) the Protected Materials, including the source and object codes, logic and structure, which constitute valuable trade secrets of VFA and its Partners. “Protected Materials” as used herein means Software, Professional Services, or VFA’s or its Partners’ intellectual property or Confidential Information. Client agrees to secure and protect the Protected Materials consistent with the maintenance of VFA’s and its Partners’ rights set forth in this Agreement.

6.2. Restrictions. Client shall not itself, or through any Affiliate, employee, consultant, contractor, agent, or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Protected Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify, adapt, translate, reverse engineer or otherwise attempt to make any changes to or derive source code, algorithms, tags, specifications, architecture, structure or other elements from the Protected Materials, in whole or in part, for any purpose; (iii) allow access to, provide, divulge or make available the Protected Materials to any user other than Client’s employees who have a need to such access and who shall be bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of the Agreement; (iv) write or develop any derivative works based upon the Protected Materials; (v) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (vi) disclose or publish, without VFA’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Protected Materials; (vii) allow any access to or use of the Protected Materials by any third party without VFA’s prior written consent for any purpose, including but not limited to outsourcing, installation, upgrade and customization services; or (viii) otherwise use or copy the Protected Materials except as expressly permitted herein.

6.3. Enforcement. Client shall (i) ensure that all users of the Software comply with the terms and conditions of the Agreement, (ii) promptly notify VFA of any actual or suspected violation thereof and (iii) cooperate with VFA with respect to investigation and enforcement of the Agreement.

7. PRIVACY. Client represents and warrants that, before providing personal information to VFA or its agents, it will comply with any laws applicable to the disclosure of personal information, including providing notices to or obtaining consent from third parties to allow sharing of their personal information with VFA under the Agreement, as further set forth in Exhibit C. VFA will take reasonable measures to protect the security of such personal information transferred by Client to VFA. VFA is not a creator, user, or recipient of individually identifiable health information or of any other information that qualifies as "Protected Health Information" under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and therefore is not a “business associate” under HIPAA. Neither party to this Agreement contemplates or intends that VFA will be exposed to any Protected Health Information in connection with any of the services or goods to be provided hereunder.

8. CLIENT DATA.

8.1. Client Data. Client retains sole and exclusive ownership to any and all Client Data, and Client shall be responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which it acquired Client Data.

8.2. Copy of Client Data. Upon termination of the applicable SaaS Service, Software, or applicable license (as set forth in Exhibit A), and no longer than 30 days following termination of the Agreement, Client may request in writing a copy of Client Data in a format mutually acceptable to the parties (“Exported Copy”). Provided Client is not in breach of any of its obligations under the Agreement, and upon Client’s written request and payment of the applicable Fees (of which a then-current fee schedule will be provided upon request), VFA will provide such Exported Copy. For the avoidance of doubt, Client will have full access to its Client Data throughout the Term; the Exported Copy is applicable only when Client requests that VFA provide Client Data in a certain format. Client acknowledges and agrees that VFA shall have no obligation to maintain Client Data after 30 days from termination.

9. INDEMNIFICATION.

9.1. VFA Indemnification. VFA will indemnify, defend, or hold harmless the Client from any action, suit or proceeding brought against Client by a third party alleging that the SaaS Services used in accordance with this Agreement infringe a third party’s intellectual property right (“Claim”) and VFA will indemnify Client against all damages and costs finally awarded, or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such Claim, provided that Client: (i) gives prompt written notice of the Claim to VFA; (ii) gives VFA sole control of the defense and settlement of the Claim (provided that VFA may not settle any Claim against Client unless it unconditionally releases Client of all liability); and (iii) provides VFA, at VFA’s expense, with all reasonable information DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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and assistance relating to the Claim and reasonably cooperates with VFA and its counsel. VFA has no obligation to the extent any Claim results from: (1) Partner Software, (2) the combination, operation, or use of the SaaS Services with software or data not provided or approved by VFA, or (3) Client’s breach of this Agreement. If it is adjudicated that an infringement of the SaaS Services, by itself and used in accordance with the Agreement, infringes upon any third party intellectual property right, VFA shall, at its option: (i) procure for Client the right to continue using the SaaS Service; (ii) replace or modify the same so it becomes non-infringing; or (iii) terminate the affected SaaS Service and Client’s rights thereto and provide Client a refund of the pre-paid but unused portion of the SaaS Service fees paid to VFA for the affected SaaS Service. THIS SECTION STATES VFA’S ENTIRE OBLIGATION TO CLIENT AND CLIENT’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

9.2. Client Indemnification. Client will indemnify, defend, or hold harmless VFA from any action, suit, or proceeding brought against VFA by a third party alleging that the Client Data, or Client’s use of the SaaS Services in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party, and Client will indemnify VFA against all damages and costs finally awarded or those costs and damages agreed to in a monetary settlement of such action, which are attributable exclusively to such claim, provided that VFA: (i) provides prompt written notice of the claim to Client; (ii) gives Client sole control of the defense and settlement of the claim (provided that Client may not settle any claim unless it unconditionally releases VFA of all liability); and (iii) provides Client, at Client’s expense, with all reasonable information and assistance relating to the claim and reasonably cooperates with Client and its counsel. THIS SECTION STATES CLIENT’S ENTIRE OBLIGATION TO VFA AND VFA’S SOLE REMEDY FOR ANY CLAIM FOR INDEMNIFICATION.

10. WARRANTIES.

10.1. Warranties. For 90 days following the effective date of the Order Document for the initial purchase of any VFA Software, VFA warrants that (i) the VFA Software will perform materially in conformance with the applicable Documentation and this Agreement; (ii) and (ii) all Professional Services shall be provided in a good and workmanlike manner and shall materially comply with the functionality set forth in an applicable Order Document, if any.

10.2. Remedies. If the VFA Software does not conform to the warranty set forth in Section 10.1(i) above or the Professional Services are not performed consistent with the warranty set out in Section 10.1(ii) above, Client shall promptly notify VFA in writing of such claim. As Client's exclusive remedy for any claim under this warranty and provided that such claim is determined by VFA to be VFA’s responsibility, VFA shall, within 30 days of its receipt of Client's written notice, (i) reperform the affected Professional Services so that they are conforming; (ii) provide Client with a plan reasonably acceptable to Client for re-performing the affected Professional Services if such Professional services cannot be reperformed within 30 days; or (iii) use commercially reasonable efforts to correct any non-conformity with the VFA Software. The preceding warranty cure shall constitute VFA’s entire liability and Client's exclusive remedy for breach of the warranty set forth herein.

10.3. Exclusions. VFA is not responsible for any claimed breach of any warranty set forth in section 10.1 caused by: (i) modifications made to the services by anyone other than VFA or its Partners; (ii) the combination, operation, or use of the services with any items not provided by VFA; (iii) VFA’s adherence to Client’s specifications or instructions; (iv) errors caused by or related to internet connectivity, (v) Client deviating from the services operating procedures described in the Documentation, or (vi) Partner Software, which is pursuant to the original licensor’s warranty, if any.

10.4. Partner Software. Client acknowledges that certain SaaS Services may contain Partner Software, and VFA may add and/or substitute functionally equivalent products for any Partner Software in the event of product unavailability, endof-life, or changes to software requirements. VFA makes no warranty with respect to any Partner Software.

10.5. Disclaimer. EXCEPT AS SET FORTH ABOVE, VFA, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY

KIND, AND VFA, ITS LICENSORS, AND ITS SUPPLIERS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY

WARRANTY THAT ANY SAAS SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, OR THAT ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT AND/OR PARTNER SOFTWARE WILL BE ACCURATE, RELIABLE, AND ERROR-FREE, AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ADVICE, GUIDANCE,

STATEMENT, OR INFORMATION GIVEN BY VFA, ITS AFFILIATES, CONTRACTORS, OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN.

10.6. NOTHING CONTAINED IN THIS SECTION (WARRANTIES) SHALL AIM TO LIMIT ANY LIABILITY TO THE EXTENT PROHIBITED BY LAW.

11. LIMITATION OF LIABILITY

11.1. Limitation of Liability. EXCEPT FOR CLAIMS RELATED TO EITHER PARTY’S BREACH OF CONFIDENTIALITY, CLIENT’S (a) BREACH OR INFRINGEMENT OF GORDIAN’S INTELLECTUAL PROPERYT RIGHTS, OR (b) CLIENT’S OLBIGATION TO PAY DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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FEES DUE HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY (INCLUDING

ATTORNEYS FEES AWARDED UNDER THE AGREEMENT) TO THE OTHER FOR ANY CLAIM UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID FOR THE PRIOR TWELVE (12) MONTHS FOR THE PRODUCT OR SERVICE WHICH IS THE SUBJECT MATTER OF THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS SHALL NOT APPLY TO CLIENT’S OBLIGATIONS TO PAY VFA ANY AMOUNTS SET FORTH UNDER SECTION 4. FINANCIAL TERMS.

11.2. Exclusion of Indirect and Consequential Damages. EXCEPT FOR CLAIMS RELATED TO EITHER PARTY’S BREACH OF CONFIDENTIALITY, CLIENT’S (a) BREACH OF INFRINGEMENT OF GORDIAN’S INTELLECTUAL PROPERYT RIGHTS, OR (b) CLIENT’S OLBIGATION TO PAY FEES DUE HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR

ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING,

WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER

ECONOMIC ADVANTAGE), COST OF REPLACEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF

WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT A PARTY HAS

PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

11.3. Time to Bring Action. EXCEPT FOR NON-PAYMENT OF ANY FEES DUE TO VFA, NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF: (i) ONE YEAR, OR (ii) THE MINIMUM PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED.

11.4. Damages Prohibited by Law. NOTHING CONTAINED IN THIS SECTION SHALL AIM TO LIMIT ANY LIABILITY TO THE EXTENT PROHIBITED BY LAW.

11.5. Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.

12. TERM AND TERMINATION

12.1. Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Order Documents, unless otherwise terminated earlier as provided hereunder.

12.2. Termination. Either party may terminate the Agreement, including all Order Documents, immediately upon written notice in the event: (i) that the other party commits a non-remediable, material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the noticing party within 30 days of being notified in writing of such breach; or (ii) of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against the other party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within 30 days after they are instituted; or the legal insolvency of, making of an assignment for the benefit of creditors of, the admittance of any involuntary debts as they mature by, or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code. Where a party has a right to terminate the Agreement, the terminating party may, at its discretion, either terminate the Agreement in whole or terminate only the applicable Order Document.

Order Documents that are not terminated shall continue in full force and effect under the terms of this Agreement.

Upon expiration or termination of this Agreement by VFA or Client, Client shall promptly cease all use of the Software and shall either securely destroy or securely transfer, at VFA’s sole discretion, all Software, and securely delete existing copies (unless storage of any data is required by applicable law, and if so, Client shall notify VFA of such requirement).

12.3. Termination Refund or Payment Obligations. In the event Client terminates this Agreement pursuant to Section 12.2, VFA shall refund all pre-paid but unused Software fees to Client. Termination of this Agreement by VFA pursuant to Section 12.2 shall not excuse Client’s obligation to pay in full any and all amounts due and owing, nor shall such termination result in a refund of Fees paid.

12.4. Survival. The following provisions will survive any termination or expiration of the Agreement: Sections 1, 3, 4, 5, 6, 8.2, 9, 11, 12.3 12.4, and 13.

13. GENERAL PROVISIONS

13.1. Force Majeure. To the extent that a delay or failure to perform all or any part of this Agreement or applicable Order Document is caused, in whole or in part, by events, occurrences, or causes beyond the control and without any negligence on the part of the party seeking protection under this Section, neither party shall have the right to terminate the Agreement or any Order Document, and neither party shall incur any liability to the other party on account of any loss, claim, damage, or liability resulting from such delay or failure to perform. Such events, occurrences, or causes shall include, without limitation, acts of God, acts of government, flood, fire, explosions, earthquakes, civil unrest, acts of war, acts of terrorism, epidemics, pandemics, strikes, lockouts, riots or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within VFA’s possession or reasonable control, and denial of service attacks (“Force Majeure Events”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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to the time lost due to any delay so caused, however, either party may terminate the Agreement or an Order Document due to a Force Majeure Event extending beyond 90 days.

13.2. Assignment, Subcontracting. In the event of a Change of Control, either party may assign this Agreement in its entirety (including all Order Documents) to its parent company or other affiliated company. In the event such assignment is not subject to the foregoing, neither party may assign the Agreement or any of its rights and obligations herein without the other party’s prior written consent (which shall not be unreasonably withheld). In the event of an assignment due to a Change of Control, VFA will have the right to: (i) adjust the costs set forth in the Agreement in order to reflect any change to the Software and/or services; and (ii) invoice additional Fees for the transition of Software and/or services to the new Client party. VFA may subcontract any of its obligations hereunder, provided that VFA shall be primarily responsible for all acts and omissions of its subcontractors.

13.3. Notice of U.S. Government Restricted Rights. If the Client hereunder is the U.S. Government, or if the Software is acquired hereunder on behalf of the U.S. Government with U.S. Government federal funding, notice is hereby given that the Software is commercial computer software and documentation developed exclusively at private expense and are furnished as follows: “U.S. GOVERNMENT RESTRICTED RIGHTS. Software and the Protected Rights delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software and/or the Protected Rights by or on behalf of the U.S. Government shall be subject to this Agreement and the restrictions contained in FAR 52.227-19, Commercial Computer Software License - (December 2007)”.

13.4. Export. Client shall fully comply with all relevant and applicable export laws and regulations of the United States to ensure that (i) the Software and/or Protected Rights are not exported, directly or indirectly, in violation of United States law, export embargo, prohibition, or restriction, and (ii) no Software is accessed or used in violation of any United States law, export embargo, prohibition, or restriction.

13.5. Non-Solicitation. During the term of this Agreement, and for a period of one year following its termination, neither party will solicit for employment, directly or through other parties, without the other party’s written permission, any individual employed by the other party that is involved in the performance of this Agreement, provided however that the solicitation or hiring of individuals responding to general public marketing and recruiting advertisements and events shall not be a violation of this provision; only active, targeted solicitation is prohibited.

13.6. Equal Opportunity Employer. VFA’s employment decisions are not based on an employee’s race, color, religion or belief, national, social or ethnic origin, sex (including pregnancy), age, physical, mental, or sensory disability, HIV status, sexual orientation, gender identity and/or marital, civil union, or domestic partnership status, past or present military service, medical or genetic information, family or parental status, or any other status protected by the laws or regulations in the locations where we operate.

13.7. Notices. Any notice sent pursuant to this Agreement shall be delivered (i) by hand, overnight courier, or registered mail, return receipt requested, to the address of the parties set forth in the Agreement, or to such other address of the parties designated in writing in accordance with this subsection, or (ii) by e-mail to [email protected].

13.8. Relationship. This Agreement does not and is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.

13.9. Marketing. Client agrees to allow VFA to list Client’s name and logo on the Gordian website, which will be listed no more prominently than any other client. Upon Client’s prior written consent, Client agrees to: (a) allow VFA to publish one press release announcing Client’s selection of VFA, which will not be published without Client’s prior consent (which consent shall not be unreasonably withheld); (b) after completion of implementation of the Software, assist VFA in the creation of a case study on the Client’s success using the Software; and (c) after go-live of the Software, provide a video testimonial on the success of the Software. VFA agrees to minimize the time required by the Client’s resources in the creation of the case study. The Client’s role will be to provide information and review the case study for approval. The case study will not be published without prior written consent of Client (which consent shall not be unreasonably withheld); VFA will bear all costs related to the production and publication of this video, and Client will bear no cost at all from this effort. Client has final edit rights on this video, and Client approves use of this video on the Gordian website.

13.10. Invalidity. If any provision of the Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

13.11. No Waiver. Any waiver of the provisions of this Agreement, or of a party’s rights or remedies under the Agreement, must be in writing to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by either of the parties of a breach or of a default under any of the provisions of the Agreement shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights, or privileges hereunder. The rights and remedies provided under this Agreement are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. Failure, neglect, or delay by a party to enforce the provisions of the Agreement or its rights or remedies at any time, shall not be construed and deemed to be a waiver of such party’s rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such party’s right to take subsequent action.

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13.12. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their successors, permitted assigns, and does not confer any rights or benefits on any third party, including any employee, client, or employee of a client or a party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to VFA under the Agreement shall apply equally to the owner of the Partner Software with respect to the Partner Software, and such third party is an intended third-party beneficiary of the Agreement, with respect to the Partner Software.

13.13. Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the state or federal courts located in the State of California to whose exclusive jurisdiction the parties hereby consent. For purposes of establishing jurisdiction in California under this Agreement, each party hereby waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of such court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any such suit, action, or proceeding is brought in an inconvenient forum. The parties agree that this contract is not a contract for the sale of goods and shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code or the Uniform Computer Information Technology Act, or any references to the United National Convention on Contracts for the International Sale of Goods. Both parties irrevocably waive any right to a trial by jury.

13.14. Drafting. The Agreement shall not be construed in favor of or against a party based on the author of the document.

13.15. Counterparts. The Agreement may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and that facsimile, electronically or digitally signed, and/or PDF-scanned copies of signatures shall be as effective and binding as original signatures.

13.16. Insurance. VFA and each of its subsidiaries are insured by insurers of recognized financial responsibility against losses and risks in amounts that VFA’s management believes to be prudent and customary in the businesses and industries in which they are engaged. Neither VFA nor its subsidiaries have been denied insurance coverage and neither VFA nor its subsidiaries have any reason to believe that it will be unable to: (i) renew its existing insurance coverage when such coverage expires, or (ii) obtain similar coverage as may be necessary to continue its business and not adversely affect the condition, earnings, business, or operations of VFA and its subsidiaries. Relevant insurance coverage information will be provided to Client through the Due Diligence Package (defined below).

13.17. Due Diligence Package. Upon request, but no more than once per year, VFA shall provide to Client a package with the client facing information relevant to the services being licensed and/or purchased that VFA has available and routinely provides to other clients (“Due Diligence Package”). The Due Diligence Package is VFA's Confidential Information.

IN WITNESS WHEREOF, the duly authorized representatives of the parties agree to the terms and conditions of this Agreement.

VFA, INC. [ClientName]
Sign: ___________________________________ Sign: ___________________________________ Print Name: ____________________________ Print Name: ____________________________ Title: ___________________________________ Title: ___________________________________ Date: ___________________________________ Date: ___________________________________ DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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Exhibit A: SaaS-Specific Terms and Conditions

1. SaaS SERVICES LICENSE. Subject to the terms of this Agreement, VFA grants to Client and its Affiliates, for the Term of each Order Document, the non-exclusive, non-assignable, royalty-free, and worldwide right to access and use the SaaS Services set forth in such Order Document for Client’s internal business purposes. Purchased SaaS Services may be accessed by Client and used to manage the License Metrics specified in the Order Document. Client may purchase additional License Metrics, subject to an additional Order Document at the then-current price in effect, prorated for the remainder of the then-current term of such Order Document. The term of the added License Metrics will be concurrent with the term of the Order Document. Fees are based on SaaS Services and License Metrics purchased, and not actual usage.

1.1. SaaS Environment. Client is responsible for obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Services, including but not limited to Client’s internet access.

1.2. Support Services. Subject to Client’s payment of applicable Fees, VFA will provide to Client the Support services applicable to each SaaS Service purchased. All Support shall be provided in accordance VFA’s standard support policy available at https://www.gordian.com/tgg/policy/Gordian-Support-Policy-2021.pdf

1.3. Backups and Restoration Services. In consideration of the Fees, Client may, no more than once annually, request in writing a backup copy of Client Data in VFA’s standard format (“Backup Copy”). Provided Client is not otherwise in breach of the Agreement, and upon written request and subject to Client’s payment of applicable Fees (for which a then-current fee schedule will be provided upon request), VFA will perform database restoration services.

1.4. Passwords; Security. Client and its users are in control of the creation and dissemination of passwords. As such, Client will be responsible for (i) maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user, and (ii) any and all activities that occur under Client's account. Client agrees to immediately notify VFA of any unauthorized use of Client's account or any other breach of security known to Client. VFA shall have no liability for any loss or damage arising from Client's failure to comply with these requirements. VFA will maintain Client passwords as confidential and will not disclose them to third parties.

2. SECURITY.

2.1. Data Security. VFA shall have in place a commercially reasonable information security policy designed to provide administrative, technical, and physical security for all Client Data and in accordance with all applicable laws.

2.2. Data Location. VFA will maintain the SaaS Services either at an VFA location or through a reputable Partner, where it is subject to commercially reasonable security precautions. Such precautions shall comply with industry standards for the type of information maintained and shall include, but not be limited to, procedures and measures to prevent unauthorized access to the SaaS Services and unauthorized use of and/or modification of Client Data. Notwithstanding such security precautions, and in no way diminishing or revoking VFA’s security obligations herein, Client acknowledges that use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the SaaS Services.

2.3. Disaster Recovery. VFA shall have in place a commercially reasonable disaster recovery plan (“Disaster Recovery Plan”). In the event a disaster is declared, VFA will initiate the Disaster Recovery Plan and shall use commercially reasonable efforts to restore the SaaS environment in accordance with VFA’s recovery time objectives.

2.4. Notice of Data Breach. Upon validating an actual data breach involving Client Data (“Data Breach”), VFA will notify Client of such Data Breach and take all necessary steps to remediate the Data Breach in accordance with VFA’s incident response plan. In the event Client becomes aware of or suspects a breach or potential breach of Client Data related to the SaaS Services, Client must immediately notify VFA in writing. Client will provide VFA any relevant information Client has relating to a Data Breach and will cooperate with VFA in the research and resolution of such Data Breach.

3. ACCEPTABLE USE. Client acknowledges and agrees that VFA does not monitor or police the content of Client’s or its users’ communications or data transmitted through the SaaS Services, and that VFA shall not be responsible for the content of any such communications or transmissions. Client shall use the SaaS Services exclusively as authorized in this Agreement and pursuant to all applicable laws and regulations. Client agrees not to post or upload any content or data which (i) contains Malicious Code; (ii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable law or regulation. Client further agrees not to interfere or disrupt networks connected to the SaaS Services, not to interfere with another entity's use and enjoyment of similar services and to comply with all regulations, policies and procedures of networks connected to the SaaS Services. VFA may remove any violating content posted on the SaaS Services and/or training services or transmitted through the SaaS Services, without notice to Client. Upon notice provided to Client, VFA may suspend or terminate any DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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user’s access to the SaaS Services as determined necessary to protect the security or functionality of the VFA system, or in the event that VFA reasonably determines that such user has violated the terms and conditions of this Agreement.

4. TERM. SaaS Services commence on the date specified in the Order Document and continue for the term set forth therein (“Initial Term”). Following the end of the Initial Term, SaaS Services shall automatically renew for 12 months (a “Renewal Term”) unless either Party gives written notice 60 days prior to the end of the Initial Term, or any Renewal Term, of its intention to terminate the SaaS Service, or unless agreed to otherwise by the parties in writing. Any proposed change to pricing or terms for a Renewal Term shall be provided by VFA in writing no less than 90 days prior to the end of the Initial Term or any Renewal Term. The Initial Term and Renewal Terms are collectively referred to as the “Term.” DocuSign Envelope ID: 11924CC7-0FF6-4E2E-82AB-D1F9B88ACC5D #13..
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Exhibit B: Professional Services

1. Defined Terms.

1.1. “Change Control” is defined as the process by which requests for changes in deliverables, responsibilities, resources or project schedule are properly recorded, evaluated, distributed and incorporated into the SOW. Change Control process will be defined by Client and VFA as part of project planning.

1.2. “Change Order” is defined as a document which captures any and all alterations to this SOW with regard to changes in deliverables, responsibilities, resources, Term Information or Services Fees.

1.3. "Notification Period" is defined as the period of time in which the Client must notify VFA of material nonconformance with services provided herein.

1.4. “Statement of Work” or “SOW” is defined as the project document attached hereto or that references this Agreement and defines the scope of professional services to be provided.

2. Changes to Scope and/or Schedule. If at any time either party does not meet deadlines outlined within the agreed upon project schedule, Client and VFA both agree and acknowledge the following may occur: (1) Project Schedule will be revised to accommodate any delays, and a new, mutually agreed upon schedule will be drafted by the VFA project manager and signed by appropriate Client and VFA representatives, (2) If delays are extensive, project resources will be reallocated to other engagements. (3) Fees for additional work or extension of resources may be incurred

2.1. During the course of the project, if VFA determines or could reasonably determine any Client actions or direction constitute a requirement to perform additional work, not otherwise specified herein, VFA shall notify Client within 30 days that Client has requested VFA to perform additional work.

2.2. VFA agrees and acknowledges that it waives the right to request reimbursement for work already performed if VFA fails to notify Client of the requirement to perform additional work. VFA will complete a Change Order containing the changes to the project, project schedule, deliverables and/or Services and Fees contained in this SOW. Client may request up to 10 business days to determine whether to execute the Change Order. After the 10 business days, the terms of the Change Order may be subject to change depending upon availability of resources, impact to project schedule or severity of impact on existing activities.

3. Travel and Expense.

3.1. VFA will provide notice of any requested travel that will occur on a non-business day (weekend or holiday)

3.2. VFA will provide services via phone, internet, and email or otherwise remotely from the VFA premises unless otherwise stated in the relevant SOW.

3.3. In the event Client cancels or reschedules any on-site engagement with VFA Consultant(s) with less than 15 business days lead time but more than 10 business days, VFA will invoice Client and Client will pay for 50% of the cancellation and/or change fees associated with rebooking travel and arrangement. In the event Client cancels or reschedules any VFA resource(s) with less than 10 business days lead time, VFA will invoice Client and Client will pay for 100% of the associated fee.

3.4. If applicable, travel time is calculated as the time between departure from VFA premises, local airport or home office and arrival at destination address, as determined by both Parties prior to departure, or destination airport.

4. Client Responsibilities

4.1 Client acknowledges that its participation and cooperation is both required and critical for the success of the Project.

Deviations from these responsibilities may lead to commensurate changes in the timeline and fees:

4.2 VFA will make available its then-current platform for web-based video or teleconferencing. Client must either be able to access such web-based video or teleconferencing platform or provide an alternative web-based video or teleconferencing platform for use by VFA, including any necessary supporting software.

4.3 Ensure appropriate levels of Client executive and Client project team resources will be made available to the VFA project team to ensure successful completion of tasks by jointly developed timelines. If certain areas are identified as more complex than initially identified, additional Client or VFA resources may be requested to supplement the team in order to ensure timely delivery, which would be addressed separately under the Change Control procedures described in this SOW.

4.4 Further, Client acknowledges that its timely provision of and access to offices accommodations; skilled personnel; facilities; equipment; assistance; cooperation; complete and accurate information and data from its officers, agents, and employees; and suitably configured computer products (collectively, "Cooperation") are essential to performance of any Services as set forth in this SOW. VFA shall not be responsible for performance of the services in this SOW to the extent VFA is prevented from performing due to Client's failure to provide full Cooperation. Client agrees to allow VFA to post, at a site at which Services are performed, any documents necessary for VFA to provide Services in compliance with the law.

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Confidential and Proprietary ©2021 www.gordian.com 50

5. Assumptions
In addition, each SOW is based upon the following assumptions:

5.1 Product enhancements are not part of an SOW and considered out of scope, unless the SOW specifies otherwise.

5.2 VFA resources are not dedicated solely to Client during the engagement. Reasonable notice is required by Client to request VFA resources whether work is performed on-site or off-site.

5.3 Client will be required to provide VFA with a minimum of 30 days prior notice of Client's requested services date for allocation of VFA consultant resources and provision of Professional Services ("Requested Dates"). While VFA will use commercially reasonable efforts to allocate resources in accordance with Requested Dates, VFA shall be under no obligation or penalty to meet such Requested Dates and shall be entitled to reject or offer alternatives to Client for any reason.

5.4 Once Client and VFA agree on a Project plan that identifies specific dates when VFA and Client will perform the work described therein, Client will pay for 50% of the costs associated with any change in VFA's resource scheduling tied to a change in the Project schedule or VFA staffing plan introduced by Client, including any rescheduling of the time for performance of any VFA services. Any such fee will be in addition to the fees provided within the impacted SOW.

5.5 Should Client (or participant) cancel any training session or on-site engagement with VFA Consultant(s) more than five (5) business days but less than ten (10) business days prior to the date that such engagement was scheduled to commence, Client shall pay VFA a cancelation fee of fifty percent (50%) of the training session or on-site engagement fees. Should Client (or participant) cancel a training session or on-site engagement five (5) days (or less) prior to the date that such engagement was scheduled to commence, Client shall pay VFA a cancelation fee of one hundred percent (100%) of the training session or on-site engagement fees. Any such fee will be over and above the fees provided within this SOW.

6. Project Close. The Notification Period prior to the closure of the project is 10 business days from the date that VFA provides written notice to Client that states the delivery of services is complete. In the event Client does not provide notice of material nonconformance or request for change during Notification Period, the project will be closed, and no additional work will be performed by VFA pursuant to the services contained herein. In the event Client does provide notice of material nonconformance or request for change after the expiration of Notification Period, such work shall only be performed under a new contractual arrangement. In the event material non-conformance is identified within the Notification Period, VFA shall promptly correct such non-conformance, which was due to fault or negligence of VFA, at no additional cost to Client.

7. Services shall not be scheduled or started pursuant to this SOW, if Client has an Accounts Receivable balance with VFA that is more than thirty (30) days delinquent.

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Confidential and Proprietary ©2021 www.gordian.com 51
Exhibit C: Data Access and Rights

1. COLLECTION AND OWNERSHIP. Client acknowledges that data regarding its use of the Software (“Usage Data”) may be collected from one or more sensors, Internet of Things (IoT) devices, or other data gathering equipment installed or located on Client’s premises (collectively “Devices”), including location(s) owned, occupied, or otherwise under control of Client. If Client has ownership rights to one or more of the Devices, Client owns and retains full access and rights to the Usage Data, or if resold by a field service provider the end user acquires full access and rights as a licensor (and be classified as “Licensor” herein). If VFA owns one or more of the Devices, notwithstanding the Devices being located on Client’s premises, VFA shall own and retain full access and rights to the Usage Data.

2. USE AND ACCESS. Each of the parties shall have access to the other party’s Usage Data. However, for avoidance of doubt, VFA may not, either directly or indirectly, sell or share VFA-owned Usage Data with any third parties without the prior express written consent of Client. Client may sell or share Client-owned Usage Data to third parties without the consent of VFA. Unless mutually agreed upon by the parties, in no event may a party sell or share data owned by the other party to or with any third party. VFA’s use of the Usage Data shall primarily be for purposes of improving the Services.

3. LICENSE GRANT. Client grants to VFA a non-exclusive, royalty free license, to use any data and information that Client provides, generates, transfers, or makes available to VFA for purposes of performing its obligations under the Agreement, as well as to generate Resultant Data for product improvement, product development, marketing, and other business purposes.

4. RESULTANT DATA. Client hereby agrees that VFA and its successors and assigns may collect, use, publish, disseminate, sell, transfer, and otherwise exploit the collected Usage Data only if such data (i) has been anonymized by VFA or its designee; or (ii) is aggregated with Usage Data from other Clients. For the avoidance of doubt, such anonymized and aggregated Usage Data will be considered a part of Resultant Data as set forth in the Agreement. Resultant Data is used by VFA to compile statistical, performance information for creation and development of products, product improvements, product creation, and product marketing. VFA is the sole owner of all right, title, and interest in and to Resultant Data and any conclusions, impressions, understandings, insights, process improvements, or other information derived, extracted, or otherwise obtained by VFA from Resultant Data, and the Resultant Data shall be owned exclusively by VFA with all rights thereto, which shall be deemed VFA’s Intellectual Property for purposes of this Agreement.

5. COMBINATION. Resultant Data and data obtained from other sources may be combined (“Combined Data”) either by VFA or by a third-party data analysis vendor and stored either at an VFA-controlled repository or a third-party repository in any form of structured, raw, or other data format. Combined Data in any form may be used by VFA for any lawful purpose. VFA is the sole owner of all right, title, and interest in and to the Combined Data and any analytics generated from the Combined Data, including the right to collect, use, publish, disseminate, sell, transfer, and otherwise exploit the Combined Data and analytics, which shall be deemed VFA’s Intellectual Property for purposes of this Agreement.

6. TRANSPORT, SECURITY, AND STORAGE. Except for data collected and transported directly from a sensor, Combined Data may be transported by VFA to a remote or third-party vendor site. VFA shall take steps to ensure transport of the data is secure, including the use of various encryption technologies and other security measures. Further security shall include maintaining adequate physical controls and password protections for any server or system on which data is stored, and any other measures reasonably necessary to prevent any use or disclosure of data other than as allowed under this Agreement.

7. AFFILIATION. Client hereby agrees that in the event VFA is divested, sold, separated, or otherwise no longer affiliated with, or under common control of, its parent company, a copy of all data including Resultant Data shall remain with the parent company along with all the same rights, title and obligations as VFA set forth herein.

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Confidential and Proprietary ©2021 www.gordian.com 52
Exhibit D: California Consumer Privacy Act Data Processing Provisions
These CCPA Data Processing Provisions (the “CCPA Provisions”) set forth the terms and conditions relating to compliance with the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq., (“CCPA”) and related regulations, as may be amended from time to time. The CCPA Provisions shall only apply and bind the Parties if and to the extent Client is a Business under the CCPA. These CCPA Provisions prevail over any conflicting terms of the Agreement, but does not otherwise modify the Agreement.

All capitalized terms used in these CCPA Provisions that are not otherwise defined herein or in the Agreement shall have the meanings set forth in the CCPA.

1. VFA shall process Personal Information only as necessary for the purposes of performing the services under this Agreement on behalf of Client. VFA shall not (i) sell any Personal Information received from Client; or (ii) retain, use, or disclose the Personal Information provided by or collected on behalf of Client for any purpose other than for the specific purpose of performing the services specified in the Agreement, including retaining, using, or disclosing the Personal Information for a commercial purpose other than providing the services specified in this Agreement.

2. VFA shall not respond to any requests related to Personal Information processed on behalf of Client other than to inform the requestor that VFA is not authorized to directly respond to a request, and recommend the requestor submit the request directly to Client.

3. Client will indemnify and hold harmless VFA against all losses, fines, and regulatory sanctions arising from any claim by a third party (including any Governmental Authority) arising out of Client’s negligence, willful misconduct, and bad faith in connection with Client’s directions to VFA with respect to processing Personal Information or any other failure by Client to comply with any of its obligations under the CCPA.

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Document Q-112654

30 Patewood Drive
Suite 350
Greenville, SC. 29615
Web: www.gordian.com
Client Information
Client Name: Modesto, CA (City Of) Client Contact
Name:

Patrick Crowley
Bill To: City of Modesto Accounts Payable
PO Box 642
Modesto, CA 95353
Client Contact
Email:
[email protected]
Ship To: PW Building Maintenance
501 N Jefferson St Building 1B
Modesto, CA 95354
Client Contact
Phone:
(209) 342-2274
Billing Email: [email protected]
Quote Information
Quote #: Q-112564 Quote Expiration: 8/30/23
Start Date: 9/1/2023 End Date: 8/30/2028
Invoice Frequency: Annual Sourcewell Contract 020421-ACT (VFA, Inc.) SaaS Information and Fees

Product
Subscription
Fees
Quantity/
Metric
Year 1 Invoice
Period
Beginning
[9-1-2023]
Year 2 Invoice
Period
Beginning
[9-1-2024]
Year 3 Invoice
Period
Beginning
[9-1-2025]
Year 4 Invoice
Period
Beginning
[9-1-2026]
Year 5 Invoice
Period
Beginning
[9-1-2027]
Total Fees Initial
Term
Capital
Planning
Planner
1,420,905
Square
Feet
10,656.79 10,976.49 11,305.79 11,664.96 11,994.31 56,578.33 Bundle Includes: Homepage access with dashboards and favorites, Limited Configuration attributes, Extended Asset Management, Basic Reports, Funding Module, Extended Reporting, Budget Module, and Facility View.

Total
Committed
Fees
10,656.79 10,976.49 11,305.79 11,664.96 11,994.31 56,578.33 Additional Terms
1 VFA, Inc., a subsidiary of The Gordian Group, Inc., (VFA) shall grant a license to access the SaaS Services for the non-cancelable period listed above ("Committed SaaS Term"). The maximum annual increase to fees during the Committed SaaS Term shall not exceed 3 percent. Thereafter, the SaaS Services shall automatically renew at the then current fees.
2 All fees shall be due and payable within thirty (30) days of the date of VFA's invoice. All fees listed exclude any #13..
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Document Q-112654

applicable taxes.
3 The pricing and offer in this Order Document are provided in return for an executed Order Document received by David Tsung by the Quote Expiration date listed above.
4 Use of the SaaS Service and this Order Document are subject to the terms and conditions of the Agreement dated __________, between Modesto, CA (City Of) and VFA, Inc. 5 Support Terms and Conditions are outlined in the Gordian Customer Support Policy document, available upon request.
6 Overages - Any overages over the committed metric amount will be invoiced 30% over the average metric price of the current year's fees. Overages, if any, will be assessed and invoiced quarterly. Not charging for overages is not a waiver of those overages, VFA retains the right to retroactively true-up metric counts. Overages will continue to be invoiced until such time the committed metric amount is changed to reflect overages.

Acknowledged and Agreed by the Duly Authorized Representatives of the Parties Client: VFA, Inc.

Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Effective Date:

PO Required? Yes [ ] No [ ]
If Yes, PO must be provided.

Tax exempt? Yes [ ] No [ ]
If Yes, Tax Exemption Certificate must be provided.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 8, 2023
Date: July 17, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: On-Call CEQA Environmental Planning and Compliance Services Agreements CONTACT: Jim Alves, Senior Civil Engineer, [email protected], 209-571-5557 DESCRIPTION:

Consider approving two On-Call CEQA Environmental Planning and Compliance Services Agreements with GEI Consultants, of Rancho Cordova, CA, and Montrose Environmental, of Sacramento, CA for a total not to exceed $450,000 over three years. (Funding Source: Various Capital Improvement Program Projects)
STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

The California Environmental Quality Act (CEQA) requires that proposed projects identify the environmental impacts and determine mitigations, if necessary, from the impacts the project could have on the environment. The City of Modesto intends to acquire property, rights-of-way and easements for several different Capital Improvement Program (CIP) Projects and conduct potential construction activities on current City-owned properties and rights-of-way which may require CEQA Environmental Planning and Compliance Services support to confirm environmental impacts and regulatory compliance during the lifetime of said activities.

Retaining on-call professional consultants allows the Department to have quick access to CEQA Environmental Planning and Compliance Services when needed. On-call professional services consultants provide project assistance utilizing experienced staff and eliminate the need to send out repetitive Requests for Qualifications (RFQ) for projects of similar scope and/or type, saving staff time and project costs.

DISCUSSION:

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural & Engineering Services for Capital Projects, a Request #14..
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City Council, August 8, 2023
On-Call CEQA Environmental Planning and Compliance Services Agreements

for Qualifications and Proposals (RFQ/RFP) was formally advertised through Planet Bids for OnCall CEQA Environmental Planning and Compliance Services on February 9, 2023. Two Statements of Qualifications/Proposals were received.

After careful review of the Statements of Qualifications/Proposals by a selection committee comprised of Utilities Department Staff, the following two firms were selected as the most qualified to provide On-Call CEQA Environmental Planning and Compliance Services:
 GEI Consultants, Rancho Cordova, CA
 Montrose Environmental, Sacramento, CA
When On-Call CEQA Environmental Planning and Compliance services are required, on an “as needed” basis, written task orders will be issued to the consultant identifying the scope, cost, and schedule to complete the specific task.

In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, these agreements are for professional services and, therefore, exempt from the bid requirement. However, staff proceeded through an RFQ/RFP process pursuant to Administrative Directive 3.1. Staff recommends the approval of agreements with GEI Consultants and Montrose Environmental for On-Call CEQA Environmental Planning and Compliance Services.

FISCAL IMPACT:

Costs for On-Call CEQA Environmental Planning and Compliance Services are not expected to exceed $75,000 per agreement per year, or $225,000 over three years; With a total cost not to exceed $150,000 per year, or $450,000 over three years for both agreements combined.

No new budget allocations are required at this time. To fund consultant work for project-specific task orders, funds will be budgeted and encumbered against each CIP project account as the task order is assigned.

COMMITTEE RECOMMENDATION:

This item was considered by the Finance Committee at the June 26, 2023 meeting where it was recommended that it be forwarded to Council.

CEQA/NEPA REQUIREMENTS:

The approval of these agreements does not constitute a project for the purposes of the California Environmental Quality Act (CEQA).

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an On-Call CEQA Environmental Planning and Compliance Services Agreement with GEI Consultants, of Rancho Cordova, CA, for one year, not to exceed $75,000, with two (2) one-year extension options for a total cost not to exceed $225,000 over three years, and authorizing the City Manager, or his designee to execute the Agreement.

Resolution approving an On-Call CEQA Environmental Planning and Compliance Services Agreement with Montrose Environmental, of Sacramento, CA, for one year, not to exceed #14..
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City Council, August 8, 2023
On-Call CEQA Environmental Planning and Compliance Services Agreements

$75,000, with two (2) one-year extension options for a total cost not to exceed $225,000 over three years, and authorizing the City Manager, or his designee to execute the Agreement.

Approved by:

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

1. Resolutions (2)

2. GEI - Agreement

3. GEI - Exhibits to Agreement

4. Montrose - Agreement

5. Montrose - Exhibits to Agreement
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08/08/2023/Utilities/JAlves/Item 14 1 2023-365

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-365

RESOLUTION APPROVING AN ON-CALL CEQA ENVIRONMENTAL

PLANNING AND COMPLIANCE SERVICES AGREEMENT WITH GEI

CONSULTANTS, OF RANCHO CORDOVA, CA, FOR ONE YEAR, NOT TO EXCEED $75,000, WITH TWO (2) ONE-YEAR EXTENSION OPTIONS FOR A TOTAL COST NOT TO EXCEED $225,000 OVER THREE YEARS, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO EXECUTE

THE AGREEMENT
WHEREAS, the California Environmental Quality Act (CEQA) requires that proposed projects identify the environmental impacts and determine mitigations, if necessary, from the impacts the project could have on the environment; and WHEREAS, the City intends to acquire property, rights-of-way and easements for several different Capital Improvement Program (CIP) Projects and conduct potential construction activities on current City-owned properties and rights-of-way which may require CEQA Environmental Planning and Compliance Services support to confirm environmental impacts and regulatory compliance during the lifetime of said activities; and
WHEREAS, retaining on-call professional consultants allows the Utilities Department to have quick access to CEQA Environmental Planning and Compliance Services when needed; and
WHEREAS, on-call professional services consultants provide project assistance utilizing experienced staff and eliminate the need to send out repetitive Requests for Qualifications (RFQ) for projects of similar scope and/or type, saving staff time and project costs; and
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08/08/2023/Utilities/JAlves/Item 14 2 2023-365
WHEREAS, in accordance with Modesto Municipal Code 8-3.204(a), Exceptions to Formal Bidding Requirements, this agreement for professional services is exempt from the bid requirement; and
WHEREAS, per Administrative Directive 3.1: Selection Procedures for Professional Consultants who Provide Architectural & Engineering Services for Capital Projects, the Director at his direction, may secure a candidate firm if it is in the best interest of the City; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an On-Call Agreement for Environmental Planning and Compliance Services with GEI Consultants, Rancho Cordova, CA, for one year with two (2) one-year extension options, for an annual cost not to exceed $75,000, and a total cost not to exceed $225,000 over three years.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney. #14..
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08/08/2023/Utilities/JAlves/Item 14 3 2023-365
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8th day of August, 2023, by Councilmember Wright, who moved its adoption, which motion being duly seconded by Councilmember EscutiaBraaton, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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08/08/2023/Utilities/JAlves/Item 14 1 2023-366

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-366

RESOLUTION APPROVING AN ON-CALL CEQA ENVIRONMENTAL

PLANNING AND COMPLIANCE SERVICES AGREEMENT WITH

MONTROSE ENVIRONMENTAL, OF SACRAMENTO, CA, FOR ONE YEAR, NOT TO EXCEED $75,000, WITH TWO (2) ONE-YEAR EXTENSION OPTIONS FOR A TOTAL COST NOT TO EXCEED $225,000 OVER THREE YEARS, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO EXECUTE

THE AGREEMENT
WHEREAS, the California Environmental Quality Act (CEQA) requires that proposed projects identify the environmental impacts and determine mitigations, if necessary, from the impacts the project could have on the environment; and WHEREAS, the City intends to acquire property, rights-of-way and easements for several different Capital Improvement Program (CIP) Projects and conduct potential construction activities on current City-owned properties and rights-of-way which may require CEQA Environmental Planning and Compliance Services support to confirm environmental impacts and regulatory compliance during the lifetime of said activities; and
WHEREAS, retaining on-call professional consultants allows the Utilities Department to have quick access to CEQA Environmental Planning and Compliance Services when needed; and
WHEREAS, on-call professional services consultants provide project assistance utilizing experienced staff and eliminate the need to send out repetitive Requests for Qualifications (RFQ) for projects of similar scope and/or type, saving staff time and project costs; and
#14..
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08/08/2023/Utilities/JAlves/Item 14 2 2023-366
WHEREAS, in accordance with Modesto Municipal Code 8-3.204(a), Exceptions to Formal Bidding Requirements, this agreement for professional services is exempt from the bid requirement; and
WHEREAS, per Administrative Directive 3.1: Selection Procedures for Professional Consultants who Provide Architectural & Engineering Services for Capital Projects, the Director at his direction, may secure a candidate firm if it is in the best interest of the City; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an On-Call Agreement for Environmental Planning and Compliance Services with Montrose Environmental, Sacramento, CA, for one year with two (2) one-year extension options, for an annual cost not to exceed $75,000, and a total cost not to exceed $225,000 over three years.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney. #14..
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08/08/2023/Utilities/JAlves/Item 14 3 2023-366
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8th day of August, 2023, by Councilmember Wright, who moved its adoption, which motion being duly seconded by Councilmember EscutiaBraaton, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
#14..
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-1-

ON-CALL AGREEMENT FOR CEQA ENVIRONMENTAL

PLANNING AND COMPLIANCE SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ___ day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and GEI CONSULTANTS, INC., a Massachusetts corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call CEQA Environmental Planning and Compliance Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call CEQA Environmental Planning and Compliance Services.

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Services to be provided by Consultant under this agreement shall generally fall under, but are not limited to, one or more of the categories as set forth and described in the documents attached hereto and referred to as Exhibit "A".

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 8th August
#14..
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The Consultant shall perform the services, as described in Exhibit "A" to this Agreement and subsequent Task Orders, in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, or one (1) year from the above date, whichever occurs latter, with the possibility of two (2) one- (1) year extension options, at the sole discretion of City, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($75,000) per year, and a sum not to exceed TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($225,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant for work performed as authorized by subsequent Task Orders. All work shall be billed: 1) on a time and materials basis, at the hourly rates set DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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-3-
forth in Exhibit “B”, attached hereto, or; 2) on a lump sum, fixed fee basis, as authorized by City per specific Task Order(s). Lump sum fees shall generally be in accordance with approximate amounts as shown in Exhibit “B”. Unless otherwise approved by City, the hourly rates and lump sum fees shown in Exhibit “B” shall remain in effect for the entire term of the agreement, including all extensions.

Consultant shall submit monthly invoices to City which include a detailed description of completed tasks, hours worked, and billable rates or percentage complete (for lump sum tasks) for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this Project.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Ray Weiss will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

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6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

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Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

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Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement.

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

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It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: GEI Consultants
Address: 2868 Prospect Park Drive, Suite 400
Rancho Cordova, CA 95670
Attention: Ray Weiss
Phone: (916) 631-4500
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street, Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. 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 by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall 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 operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT 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.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
TheCitymay also terminate theConsultant's performance underthe Agreement, eitherin whole orin part, at its own discretion, or when conditions encountered duringthe Work make it impossible orimpracticable to proceed, or when theCityis prevented fromproceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. TheCityshall provide no lessthan ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information and material as mayhave been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
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sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) DocuSign Envelope ID: D529FA64-2239-4F60-A514-B3471180A293 #14..
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depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

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Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- , adopted by the Council of the City of Modesto on the day of , 2023, and GEI CONSULTANTS, INC. has caused this agreement to be duly executed as of the Effective Date.

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EXHIBIT A

SCOPE OF SERVICES
• Interpret and apply environmental quality laws and regulations to ensure that City projects comply with state and federal laws such as:
o California Environmental Quality Act (CEQA);
o National Environmental Policy Act (NEPA);
o National Pollutant Discharge Elimination System (NPDES); and other environmental policies which may apply based on project scope and activities; • Assists in preparing requests for proposals, consultant selection, contract preparation, and contract management for environmental services;
• Confer with, and advise city staff regarding environmental laws, regulations, and policies;
• Prepare initial studies (IS), notices of intent (NOI), Notices of Exemption (NOE), Notices of Determination (NOD), Negative Declarations (ND), Mitigated Negative Declarations (MND), and assist in preparing or reviewing environmental impact reports in order to communicate findings of conformance (FOC) of proposed projects; • Attend public meetings in regard to the above matters as directed; • Coordinate with City and Agency staff in furtherance of the completion of the above tasks.

The Consultant will be responsible for direct coordination with all parties that are pertinent to the services provided. This includes, but is not limited to: property owners and/or occupants, Site personnel, managers, and caretakers, and public agencies or officials.
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EXHIBIT B
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ON-CALL AGREEMENT FOR CEQA ENVIRONMENTAL

PLANNING AND COMPLIANCE SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ___ day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and MONTROSE ENVIRONMENTAL, a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call CEQA Environmental Planning and Compliance Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call CEQA Environmental Planning and Compliance Services.

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Services to be provided by Consultant under this agreement shall generally fall under, but are not limited to, one or more of the categories as set forth and described in the documents attached hereto and referred to as Exhibit "A".

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

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The Consultant shall perform the services, as described in Exhibit "A" to this Agreement and subsequent Task Orders, in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, or one (1) year from the above date, whichever occurs latter, with the possibility of two (2) one- (1) year extension options, at the sole discretion of City, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($75,000) per year, and a sum not to exceed TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($225,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant for work performed as authorized by subsequent Task Orders. All work shall be billed: 1) on a time and materials basis, at the hourly rates set DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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forth in Exhibit “B”, attached hereto, or; 2) on a lump sum, fixed fee basis, as authorized by City per specific Task Order(s). Lump sum fees shall generally be in accordance with approximate amounts as shown in Exhibit “B”. Unless otherwise approved by City, the hourly rates and lump sum fees shown in Exhibit “B” shall remain in effect for the entire term of the agreement, including all extensions.

Consultant shall submit monthly invoices to City which include a detailed description of completed tasks, hours worked, and billable rates or percentage complete (for lump sum tasks) for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this Project.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Debra Lilly will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

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6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

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Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

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Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement.

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

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It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Montrose Environmental
Address: 1801 7th Street, Suite 100
Sacramento, CA 95811
Attention: Debra Lilly
Phone: (916) 447-3479 x15838
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street, Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. 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 by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall 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 operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT 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.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
TheCitymay also terminate theConsultant's performance underthe Agreement, eitherin whole orin part, at its own discretion, or when conditions encountered duringthe Work make it impossible orimpracticable to proceed, or when theCityis prevented fromproceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. TheCityshall provide no lessthan ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information and material as mayhave been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 #14..
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depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

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Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- , adopted by the Council of the City of Modesto on the day of , 2023, and MONTROSE ENVIRONMENTAL has caused this agreement to be duly executed as of the Effective Date.

DocuSign Envelope ID: 378761B3-CFD2-48C2-BC1E-AFCAE7EE9C06 August
366
8th
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EXHIBIT A

SCOPE OF SERVICES
• Interpret and apply environmental quality laws and regulations to ensure that City projects comply with state and federal laws such as:
o California Environmental Quality Act (CEQA);
o National Environmental Policy Act (NEPA);
o National Pollutant Discharge Elimination System (NPDES); and other environmental policies which may apply based on project scope and activities; • Assists in preparing requests for proposals, consultant selection, contract preparation, and contract management for environmental services;
• Confer with, and advise city staff regarding environmental laws, regulations, and policies;
• Prepare initial studies (IS), notices of intent (NOI), Notices of Exemption (NOE), Notices of Determination (NOD), Negative Declarations (ND), Mitigated Negative Declarations (MND), and assist in preparing or reviewing environmental impact reports in order to communicate findings of conformance (FOC) of proposed projects; • Attend public meetings in regard to the above matters as directed; • Coordinate with City and Agency staff in furtherance of the completion of the above tasks.

The Consultant will be responsible for direct coordination with all parties that are pertinent to the services provided. This includes, but is not limited to: property owners and/or occupants, Site personnel, managers, and caretakers, and public agencies or officials.
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Montrose Environmental Solutions
2023 List of Chargeable Rates
Staff
Classification Hourly Rate
Principal $252
Director II $231
Director I $221
Senior Associate II $210
Senior Associate I $200
Associate II $192
Associate I $184
Analyst II $173
Analyst I $163
Surveyor $142
Technician II $131
Technician I $115
GIS Analyst/CAD Technician $147
Technical Editor $126
Publication Specialist $110
Administrative Assistant $110
Direct Expenses
(10% markup; includessubconsultants)
Item Rate
Mileage Current IRS Rate
($0.655/mile)
Printing (in‐house)
‐ Black/white prints $0.15 per page
‐ Color prints $1.00 per page
‐ CDs(including label and envelope) $1.50 each
Equipment rental
‐ GIS mapping $30/hour
‐ GPS unit or Auger $100.00/day
Outside vendors; including
‐ Equipment rentals At cost plus markup
‐ Document production and supplies
Note: Rates are subject to revision on January 1 of each calendar year.

EXHIBIT B
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 8, 2023
Date: July 17, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: On-Call Environmental Site Assessment Services Agreements CONTACT: Jim Alves, Senior Civil Engineer, [email protected], 209-571-5557 DESCRIPTION:

Consider approving two On-Call Agreements for Environmental Site Assessment Services with Atlas Consulting Group, of Modesto, CA, and Tetra Tech, of Rancho Cordova, CA for a total amount not to exceed $300,000 over three years.
(Funding Source: Various Capital Improvement Program Projects) STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

The City of Modesto intends to acquire property, rights-of-way and easements for several different Capital Improvement Program (CIP) Projects and conduct potential construction activities on current City owned properties and rights-of-way which may require preparation, and execution of Phase I, and or Phase II/III Environmental Site Assessments (ESAs) as part of the environmental due diligence associated with the aforementioned activities.

Retaining on-call professional consultants allows the Department to have quick access to Environmental Site Assessment Services when needed. On-call professional services consultants provide project assistance utilizing experienced staff and eliminate the need to send out repetitive Requests for Qualifications (RFQ) for projects of similar scope and/or type, saving staff time and project costs.

DISCUSSION:

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural & Engineering Services for Capital Projects, a Request for Qualifications and Proposals (RFQ/RFP) was formally advertised through Planet Bids for On- #15..
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City Council, August 8, 2023
On-Call Environmental Site Assessment Services Agreements