576.105, the short- and medium-term rental assistance requirements in § 576.106, and the written standards and procedures established under § 576.400.
18.2 Key Performance Measures: The performance measures below ensure that Rapid Re-Housing projects align with the local CoC’s system wide goal to end homelessness. Providers should gauge their progress and identify areas of improvement based on the following performance measures for their ESG funded programs:
Successful Placement in or Retention of Permanent Housing Desired
Outcome
Increase in the percent of persons who obtain or retain Permanent Housing Destinations
Clients In Rapid Re-Housing projects who obtain or retain permanent housing during reporting periods.
Metric Changes in the percentage who obtained or retained permanent housing.
Measure Using HMIS data, the number of persons who obtained or retained permanent housing destinations during the reporting period.
19.0 Housing Relocation And Stabilization Services 24 CFR § 576.105
19.1 Financial assistance costs: Subject to the general conditions under § 576.103 and § 576.104, ESG funds may be used to pay housing owners, utility companies, and other third parties for the following costs:
19.1.1 Rental application fees: ESG funds may pay for the rental housing application fee that is charged by the owner to all applicants.
19.1.2 Security deposits: ESG funds may pay for a security deposit that is equal to no more than 2 months' rent.
19.1.3 Last month's rent: If necessary to obtain housing for a program participant, the last month's rent may be paid from ESG funds to the owner of that housing at the time the owner is paid the security deposit and the first month's rent. This assistance must not exceed one month's rent and must be included in calculating the program participant's total rental assistance, which cannot exceed 24 months during any 3-year period.
19.1.4 Utility deposits: ESG funds may pay for a standard utility deposit required by the utility company for all customers for the utilities listed in paragraph (5) of this section.
19.1.5 Utility payments: ESG funds may pay for up to 24 months of utility payments per program participant, per service, including up to 6 months of utility payments in arrears, per service. A partial payment of a utility bill counts as one month. This assistance may only be provided if the program participant or a member of the same household has an account in his or her name with a utility company or proof of responsibility to make utility payments. Eligible utility services are gas, electric, water, and sewage. No program participant shall receive more than 24 months of utility assistance within any 3- year period.
19.1.6 Moving costs: ESG funds may pay for moving costs, such as truck rental or hiring a moving company. This assistance may include payment of temporary storage fees for up to 3 months, provided that the fees are accrued after the date the program participant begins receiving assistance under paragraph (b) of this section and before the program participant moves into permanent housing. Payment of temporary storage fees in arrears is not eligible.
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19.1.7 If a program participant receiving short- or medium-term rental assistance under § 576.106 meets the conditions for an emergency transfer under 24 CFR 5.2005(e), ESG funds may be used to pay amounts owed for breaking a lease to effect an emergency transfer. These costs are not subject to the 24-month limit on rental assistance under § 576.106.
19.2 Services costs: Subject to the general restrictions under § 576.103 and § 576.104, ESG funds may be used to pay the costs of providing the following services:
19.2.1 Housing search and placement. Services or activities necessary to assist program participants in locating, obtaining, and retaining suitable permanent housing, include the following:
19.2.1.1 Assessment of housing barriers, needs, and preferences;
19.2.1.2 Development of an action plan for locating housing;
19.2.1.3 Housing search;
19.2.1.4 Outreach to and negotiation with owners;
19.2.1.5 Assistance with submitting rental applications and understanding leases;
19.2.1.6 Assessment of housing for compliance with Emergency Solutions Grant (ESG) requirements for habitability, lead-based paint, and rent reasonableness;
19.2.1.7 Assistance with obtaining utilities and making moving arranges;
19.2.1.8 Tenant counseling.
19.3 Housing stability case management: ESG funds may be used to pay cost of assessing, arranging, coordinating, and monitoring the delivery of individualized services to facilitate housing stability for a program participant who resides in permanent housing or to assist a program participant in overcoming immediate barriers to obtaining housing. This assistance cannot exceed 30 days during the period the program participant is seeking permanent housing and cannot exceed 24 months during the period the program participant is living in permanent housing. Component services and activities consist of:
19.3.1 Using the centralized or coordinated assessment system as required under § 576.400(d), to evaluate individuals and families applying for or receiving homelessness prevention or rapid re-housing assistance;
19.3.2 Conducting the initial evaluation required under § 576.401(a), including verifying and documenting eligibility, for individuals and families applying for homelessness prevention or rapid re-housing assistance;
19.3.3 Counseling;
19.3.4 Developing, securing, and coordinating services and obtaining Federal, State, and local benefits;
19.3.5 Monitoring and evaluating program participant progress;
19.3.6 Providing information and referrals to other providers;
19.3.7 Developing an individualized housing and service plan, including planning a path to permanent housing stability; and
19.3.8 Conducting re-evaluations required under § 576.401(b).
19.4 Mediation: ESG funds may pay for mediation between the program participant and the owner or person(s) with whom the program participant is living, provided that the mediation is necessary to prevent the program participant from losing permanent housing in which the program participant currently resides.
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19.5 Legal services: ESG funds may pay for legal services, as set forth in § 576.102(a)(1)(vi), except that the eligible subject matters also include landlord/tenant matters, and the services must be necessary to resolve a legal problem that prohibits the program participant from obtaining permanent housing or will likely result in the program participant losing the permanent housing in which the program participant currently resides.
19.6 Credit repair: ESG funds may pay for credit counseling and other services necessary to assist program participants with critical skills related to household budgeting, managing money, accessing a free personal credit report, and resolving personal credit problems. This assistance does not include the payment or modification of a debt.
19.7 Maximum amounts and periods of assistance: The recipient may set a maximum dollar amount that a program participant may receive for each type of financial assistance under paragraph (a) of this section. The recipient may also set a maximum period for which a program participant may receive any of the types of assistance or services under this section. However, except for housing stability case management, the total period for which any program participant may receive the services under paragraph (b) of this section must not exceed 24 months during any 3-year period.
The limits on the assistance under this section apply to the total assistance an individual receives, either as an individual or as part of a family.
19.8 Use with other subsidies: Financial assistance under paragraph (a) of this section cannot be provided to a program participant who is receiving the same type of assistance through other public sources or to a program participant who has been provided with replacement housing payments under the URA, during the period of time covered by the URA payments.
19.9 Housing counseling: As defined in § 5.100, that is funded with or provided in connection with ESG funds must be carried out in accordance with § 5.111. When recipients or subrecipients provide housing services to eligible persons that are incidental to a larger set of holistic case management services, these services do not meet the definition of housing counseling, as defined in § 5.100, and therefore are not required to be carried out in accordance with the certification requirements of § 5.111
20.0 Short Term And Medium Term Assistance 24 CFR § 576.106:
20.1 Subject to the general conditions under § 576.103 and § 576.104, the recipient or subrecipient may provide a program participant with up to 24 months of rental assistance during any 3-year period. This assistance may be short-term rental assistance, medium-term rental assistance, payment of rental arrears, or any combination of this assistance.
20.1.1 Short-term rental assistance is assistance for up to 3 months of rent.
20.1.2 Medium-term rental assistance is assistance for more than 3 months but not more than 24 months of rent.
20.1.3 Payment of rental arrears consists of a one-time payment for up to 6 months of rent in arrears, including any late fees on those arrears.
20.1.4 Rental assistance may be tenant-based or project-based,
20.2 Subject to the requirements of this section, the recipient/subrecipient may set a maximum amount or percentage of rental assistance that a program participant may receive, a maximum number of months that a program participant may receive rental assistance, or a maximum number of times that a program participant may receive rental assistance. The subrecipient may also require program participants to share in the costs of rent.
20.3 Use with other subsidies: Except for a one-time payment of rental arrears on the tenant's portion of the rental payment, rental assistance cannot be provided to a program participant who #12..
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is receiving tenant-based rental assistance, or living in a housing unit receiving project-based rental assistance or operating assistance, through other public sources. Rental assistance may not be provided to a program participant who has been provided with replacement housing payments under the URA during the period of time covered by the URA payments.
20.4 Rent restrictions: Rental assistance cannot be provided unless the rent does not exceed the Fair Market Rent established by HUD, as provided under 24 CFR part 888, and complies with HUD's standard of rent reasonableness, as established under 24 CFR 982.507.
20.4.1 For purposes of calculating rent, the rent shall equal the sum of the total monthly rent for the unit, any fees required for occupancy under the lease (other than late fees and pet fees) and, if the tenant pays separately for utilities, the monthly allowance for utilities (excluding telephone) established by the public housing authority for the area in which the housing is located.
20.5 Rental assistance agreement: The recipient or subrecipient may make rental assistance payments only to an owner with whom the recipient or subrecipient has entered into a rental assistance agreement. The rental assistance agreement must set forth the terms under which rental assistance will be provided, including the requirements that apply under this section. The rental assistance agreement must provide that, during the term of the agreement, the owner must give the recipient or subrecipient a copy of any notice to the program participant to vacate the housing unit or any complaint used under State or local law to commence an eviction action against the program participant. Each rental assistance agreement that is executed or renewed on or after December 16, 2016 must include all protections that apply to tenants and applicants under 24 CFR part 5, subpart L, as supplemented by § 576.409, except for the emergency transfer plan requirements under 24 CFR 5.2005(e) and 576.409(d). If the housing is not assisted under another “covered housing program”, as defined in 24 CFR 5.2003, the agreement may provide that the owner's obligations under 24 CFR part 5, subpart L (Protection for Victims of Domestic Violence, Dating Violence, Sexual Assault, or Stalking), expire at the end of the rental assistance period.
20.6 Late payments: The or subrecipient must make timely payments to each owner in accordance with the rental assistance agreement. The rental assistance agreement must contain the same payment due date, grace period, and late payment penalty requirements as the program participant's lease. The recipient or subrecipient is solely responsible for paying late payment penalties that it incurs with non-ESG funds.
20.7 Lease: Each program participant receiving rental assistance must have a legally binding, written lease for the rental unit, unless the assistance is solely for rental arrears. The lease must be between the owner and the program participant. Where the assistance is solely for rental arrears, an oral agreement may be accepted in place of a written lease, if the agreement gives the program participant an enforceable leasehold interest under state law and the agreement and rent owed are sufficiently documented by the owner's financial records, rent ledgers, or canceled checks. For program participants living in housing with project-based rental assistance under paragraph (i) of this section, the lease must have an initial term of 1 year. Each lease executed on or after December 16, 2016 must include a lease provision or incorporate a lease addendum that includes all requirements that apply to tenants, the owner or lease under 24 CFR part 5, subpart L (Protection for Victims of Domestic Violence, Dating Violence, Sexual Assault, or Stalking), as supplemented by 24 CFR 576.409, including the prohibited bases for eviction and restrictions on construing lease terms under 24 CFR 5.2005(b) and (c). If the housing is not assisted under another “covered housing program,” as defined in 24 CFR 5.2003, the lease provision or lease addendum #12..
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may be written to expire at the end of the rental assistance period.
20.8 Tenant-based rental assistance: A program participant who receives tenant-based rental assistance may select a housing unit in which to live and may move to another unit or building and continue to receive rental assistance, as long as the program participant continues to meet the program requirements as described in 24 CFR 576.106.
20.9 Project-based rental assistance: If the recipient or subrecipient identifies a permanent housing unit that meets ESG requirements and becomes available before a program participant is identified to lease the unit, the recipient or subrecipient may enter into a rental assistance agreement with the owner to reserve the unit and subsidize its rent in accordance with 24 CFR 576.106.
21.0 Written Standards 24 CFR § 576.400:
21.1 The subrecipients must coordinate and integrate, to the maximum extent practicable, ESGfunded activities with mainstream housing, health, social services, employment, education, and youth programs for which families and individuals at risk of homelessness and homeless individuals and families may be eligible.
21.1.1 All activities carried out will be in compliance with the applicable written policies and procedures for admission, diversion, referral, and discharge by emergency shelters assisted under ESG, including standards regarding length of stay, if any, and safeguards to meet the safety and shelter needs of special populations (e.g., victims of domestic violence, dating violence, sexual assault, and stalking; and individuals and families who have the highest barriers to housing and are likely to be homeless the longest. [24 CFR 576.400(e)(1); 24 CFR 576.400(e)(2); 24 CFR 576.400(e)(3)(iii)]
21.1.2 All activities carried out will be in compliance with the applicable written policies and procedures for assessing, prioritizing, and reassessing individuals’ and families’ needs for essential services related to emergency shelter. [24 CFR 576.400(e)(1), (2), and (3)(iv)]
21.1.3 All activities carried out in compliance with the applicable written policies and procedures for coordination among emergency shelter providers, essential services providers, homelessness prevention, and rapid re-housing assistance providers; other homeless assistance providers; and mainstream service and housing providers. [24 CFR 576.400(e)(1); 24 CFR 576.400(e)(2); 24 CFR 576.400(e)(3)(v)]
21.2 Homeless Prevention and Rapid Re-Housing:
21.2.1 The City and/or its subrecipients will periodically adopt written standards for the provision of homelessness prevention and rapid re-housing assistance, as required by 24 CFR 576.400(e)(1) and 24 CFR 576.400(e)(2).
21.2.2 These written standards cover the following topics (listed in 24 CFR 576.400(e)(3)):
21.2.2.1 Evaluating individuals’ and families’ eligibility for assistance under ESG;
21.2.2.2 Coordination among emergency shelter providers, essential services providers, homelessness prevention and rapid re-housing assistance providers, other homeless assistance providers, and mainstream service and housing providers;
21.2.2.3 Determining and prioritizing which eligible families and individuals would receive homelessness prevention assistance and which eligible families and individuals would receive rapid re-housing assistance;
21.2.2.4 Determining what percentage or amount of rent and utilities costs each program participant must pay while receiving homelessness prevention or rapid #12..
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re-housing assistance;
21.2.2.5 Determining how long the program participant will be provided with rental assistance and whether and how the amount of that assistance would be adjusted over time;
21.2.2.6 Determining the type, amount, and duration of housing stabilization and/or relocation services to provide to the program participant.
21.2.3 The City will confirm the program participant records show that homelessness prevention and rapid re-housing assistance were provided in accordance with the applicable written standards. [24 CFR 576.400
21.3 Housing Relocation and Stabilization Services
21.3.1 Financial Assistance Costs: Must be eligible costs as listed in 24 CFR 576.105(a) and paid only to a housing owner, utility company, or other third party (not directly to the program participant). [24 CFR 576.105(a)].
21.3.2 Rental Assistance (Limit): Each program participant’s total rental assistance, including any rental arrears and last month’s rent, stay within the limit of 24 months during any 3- year period. [24 CFR 576.106(a)]
22.0 Evaluation Of Program Participant Eligibility and Needs 24 CFR § 576.401
22.1 Evaluations. The recipient or its subrecipient must conduct an initial evaluation to determine the eligibility of each individual or family's eligibility for ESG assistance and the amount and types of assistance the individual or family needs to regain stability in permanent housing. These evaluations must be conducted in accordance with the centralized or coordinated assessment requirements set forth under § 576.400(d) and the written standards established under § 576.400(e).
22.2 Re-evaluations for homelessness prevention and rapid re-housing assistance. The recipient or subrecipient must re-evaluate the program participant's eligibility and the types and amounts of assistance the program participant needs not less than once every 3 months for program participants receiving homelessness prevention assistance, and not less than once annually for program participants receiving rapid re-housing assistance. At a minimum, each re-evaluation of eligibility must establish that:
22.2.1 The program participant does not have an annual income that exceeds 30 percent of median family income for the area, as determined by HUD; and
22.2.2 The program participant lacks sufficient resources and support networks necessary to retain housing without ESG assistance.
22.3 The recipient or subrecipient may require each program participant receiving homelessness prevention or rapid re-housing assistance to notify the recipient or subrecipient regarding changes in the program participant's income or other circumstances (e.g., changes in household composition) that affect the program participant's need for assistance under ESG. When notified of a relevant change, the recipient or subrecipient must re-evaluate the program participant's eligibility and the amount and types of assistance the program participant needs.
22.4 Annual income: When determining the annual income of an individual or family, the recipient or subrecipient must use the standard for calculating annual income under 24 CFR 5.609.
22.5 Connecting program participants to mainstream and other resources: The recipient and its subrecipients must assist each program participant, as needed, to obtain:
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22.5.1 Appropriate supportive services, including assistance in obtaining permanent housing, medical health treatment, mental health treatment, counseling, supervision, and other services essential for achieving independent living; and
22.5.2 Other Federal, State, local, and private assistance available to assist the program participant in obtaining housing stability, including:
22.5.2.1 Medicaid (42 CFR chapter IV, subchapter C):
22.5.2.2 Supplemental Nutrition Assistance Program (7 CFR parts 271–283);
22.5.2.3 Women, Infants and Children (WIC) (7 CFR part 246);
22.5.2.4 Federal-State Unemployment Insurance Program (20 CFR parts 601–603,
22.5.2.5 606, 609, 614–617, 625, 640, 650);
22.5.2.6 Social Security Disability Insurance (SSDI) (20 CFR part 404);
22.5.2.7 Supplemental Security Income (SSI) (20 CFR part 416);
22.5.2.8 Child and Adult Care Food Program (42 U.S.C. 1766(t) (7 CFR part 226));
22.5.2.9 Other assistance available under the programs listed in § 576.400(c).
22.6 Housing stability case management: While providing homelessness prevention or rapid rehousing assistance to a program participant, the recipient or subrecipient must:
22.6.1 Require the program participant to meet with a case manager not less than once per month to assist the program participant in ensuring long-term housing stability; and
22.6.2 Develop a plan to assist the program participant to retain permanent housing after the ESG assistance ends, taking into account all relevant considerations, such as the program participant's current or expected income and expenses; other public or private assistance for which the program participant will be eligible and likely to receive; and the relative affordability of available housing in the area.
23.0 Terminating Assistance 24 CFR § 576.402:
23.1 If a program participant violates program requirements, the recipient or subrecipient may terminate the assistance in accordance with a formal process established by the recipient or subrecipient that recognizes the rights of individuals affected. The recipient or subrecipient must exercise judgment and examine all extenuating circumstances in determining when violations warrant termination so that a program participant's assistance is terminated only in the most severe cases in accordance with 24 CFR 576.402.
24.0 Shelter And Housing Standards 24 CFR § 576.403:
24.1 Minimum standards for emergency shelters and permanent housing for which Emergency Solutions Grant funding is used for should be in accordance with 24 CFR 576.403.
25.0 Displacement, Relocation, And Acquisition 24 CFR § 576.408:
25.1 Consistent with the other goals and objectives of Emergency Solutions Grant (ESG), the recipient and its subrecipients must assure that they have taken all reasonable steps to minimize the displacement of persons (families, individuals, businesses, nonprofit organizations, and farms) as a result of a project assisted under Emergency Solutions Grant (ESG) in accordance with 24 CFR 576.408.
26.0 Protection For Victims Of Domestic Violence, Dating Violence, Sexual Assault, Or Stalking 24 CFR § 576.409:
26.1 Applicability of VAWA protections: The protections for victims of domestic violence, dating violence, sexual assault, or stalking who are applying for, or are the beneficiaries of, assistance under a HUD program covered by the Violence Against Women Act (VAWA), as amended (42 U.S.C. #12..
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13925 and 42 U.S.C. 14043e et seq.) (“covered housing program,” as defined in § 5.2003).
Notwithstanding the title of the statute, protections are not limited to women but cover victims of domestic violence, dating violence, sexual assault, and stalking, regardless of sex, gender identity, or sexual orientation. Consistent with the nondiscrimination and equal opportunity requirements at 24 CFR 5.105(a), victims cannot be discriminated against on the basis of any protected characteristic, including race, color, national origin, religion, sex, familial status, disability, or age.
HUD programs must also be operated consistently with HUD's Equal Access Rule at § 5.105(a)(2), which requires that HUD-assisted and HUD-insured housing are made available to all otherwise eligible individuals and families regardless of actual or perceived sexual orientation, gender identity, or marital status as defined in 24 CFR part 5, subpart L
26.2 Covered housing provider: For the ESG program, “covered housing provider,” as such term is used in HUD's regulations in 24 CFR part 5, subpart L, refers to:
26.2.1 The recipient or subrecipient that administers the rental assistance for the purposes of 24 CFR 5.2005(e);
26.2.2 The housing owner for the purposes of 24 CFR 5.2005(d)(1), (d)(3), and (d)(4) and
5.2009(a);
26.2.3 The housing owner and the recipient or subrecipient that administers the rental assistance for the purposes of 24 CFR 5.2005(d)(2); and
26.2.4 The housing owner and the recipient or subrecipient that administers the rental assistance for the purposes of 24 CFR 5.2007. However, the recipient or subrecipient may limit documentation requests under 24 CFR 5.2007 to only the recipient or subrecipient, provided that:
26.2.4.1 This limitation is made clear in both the notice described under 24 CFR
5.2005(a)(1) and the rental assistance agreement;
26.2.4.2 The entity designated to receive documentation requests determines whether the program participant is entitled to protection under VAWA and immediately advise the program participant of the determination; and
26.2.4.3 If the program participant is entitled to protection, the entity designated to receive documentation requests must notify the owner in writing that the program participant is entitled to protection under VAWA and work with the owner on the program participant's behalf. Any further sharing or disclosure of the program participant's information will be subject to the requirements in 24 CFR 5.2007.
26.3 Notification: As provided under 24 CFR 5.2005(a) each recipient or subrecipient that determines eligibility for or administers ESG rental assistance is responsible for ensuring that the notice and certification form described under 24 CFR 5.2005(a)(1) is provided to each applicant for ESG rental assistance and each program participant receiving ESG rental assistance at each of the following times:
26.3.1 When an individual or family is denied ESG rental assistance;
26.3.2 When an individual or family's application for a unit receiving project-based rental assistance is denied;
26.3.3 When a program participant begins receiving ESG rental assistance;
26.3.4 When a program participant is notified of termination of ESG rental assistance; and
26.3.5 When a program participant receives notification of eviction. #12..
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26.4 Emergency transfer plan: The subrecipient must develop the emergency transfer plan under 24 CFR 5.2005(e)
26.4.1 Each subrecipient that administers ESG rental assistance.
26.4.2 Once the applicable plan is developed in accordance with this section, the recipient and each subrecipient that administers ESG rental assistance must implement the plan in accordance with 24 CFR 5.2005(e).
26.5 Each emergency transfer plan must meet the requirements in 24 CFR 5.2005(e) and include the following program requirements:
26.5.1 For families living in units receiving project-based rental assistance (assisted units), the required policies must provide that if a program participant qualifies for an emergency transfer, but a safe unit is not immediately available for an internal emergency transfer, that program participant shall have priority over all other applicants for tenant-based rental assistance, utility assistance, and units for which project-based rental assistance is provided.
26.5.2 For families receiving tenant-based rental assistance, the required policies must specify what will happen with respect to the non-transferring family member(s), if the family separates in order to effect an emergency transfer.
26.6 Bifurcation: The following requirements shall apply in place of the requirements at 24 CFR
5.2009(b):
26.6.1 When a family receiving tenant-based rental assistance separates under 24 CFR
5.2009(a), the family's tenant-based rental assistance and utility assistance, if any, shall continue for the family member(s) who are not evicted or removed.
26.6.2 If a family living in a unit receiving project-based rental assistance separates under 24 CFR 5.2009(a), the family member(s) who are not evicted or removed can remain in the assisted unit without interruption to the rental assistance or utility assistance provided for the unit.
26.7 Emergency shelters: The following requirements apply to emergency shelters funded under § 576.102:
26.7.1 No individual or family may be denied admission to or removed from the emergency shelter on the basis or as a direct result of the fact that the individual or family is or has been a victim of domestic violence, dating violence, sexual assault, or stalking, if the individual or family otherwise qualifies for admission or occupancy.
26.7.2 The terms “affiliated individual,” “dating violence,” “domestic violence,” “sexual assault,” and “stalking” are defined in 24 CFR 5.2003.
27.0 Matching Requirements 24 CFR § 576.201:
27.1 The City is a metropolitan city, it makes matching contributions to supplement its ESG program in an amount that equals the amount of ESG funds provided by HUD. [24 CFR 576.201(a)(1)]
27.2 All matching contributions meet the following requirements:
27.2.1 All requirements that apply to the ESG funds provided by HUD, except the expenditure limits;
27.2.2 The matching contributions were provided after the date that HUD signed the grant agreement;
27.2.3 Cash contributions were expended within the expenditure deadline and noncash contributions were made within the expenditure deadline; #12..
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27.2.4 Contributions used to match a previous ESG grant were not used to match a subsequent ESG grant;
27.2.5 Contributions that have been or will be counted as satisfying a matching requirement of another federal grant or award were not counted as satisfying ESG matching requirements; and
27.2.6 The statutes governing any of the federal funds the recipient used as matching contributions do not prohibit the use of those funds as match for ESG. [24 CFR 576.201(c)(1)-(5); 24 CFR 576.201(b)(2)(i); 24 CFR 576.203]
28.0 PROCURMENT REQUIREMENTS
28.1 The City and its subrecipients are required to use established written procurement procedures. [24 CFR 84.44(a); 24 CFR 85.36(b)(1)]
29.0 EQUIPMENT AND EQUIPMENT DISPOSITION REQUIREMENTS
29.1 Sample Equipment Tracking Table
29.1.1 This or a similar tracking table will be utilized for any equipment acquired of disposed of utilizing ESG funding.
Item Date
Acquired
Acquistion
Cost
Federal Share
of Acquisition
Cost
Disposition
Date
Disposition
Proceeds
Federal Share of
Disposition
Proceeds (in $)
Complete the table below after selecting equipment transactions for review. (If additional rows are needed, please attach an additional sheet.)
29.2 Equipment Management
29.2.1 The City and its subrecipients maintain equipment records that contain the information required by the applicable regulations. [24 CFR 84.34; 24 CFR 85.32(d)(1); 24 CFR 576.407(c)]
29.3 Equipment Disposition
29.3.1 The City and its subrecipients’ must have procedures requiring efforts to obtain the highest possible return for sale of equipment. [24 CFR 84.34(f)(6); 24 CFR 85.32(d)(5); 24 CFR 576.407(c)]
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Appendix A
Personally Identifying information Policy
City of Modesto
Community Development Division
1010 10th Street, Suite 3100, Modesto, CA 95354
(209) 577-5211, TDD 711
[email protected]
Committee: Citizens Housing and Community Development Committee Approved:
City Council: Resolution No. Approved:
These policies supersede any previously adopted policies and are subject to review and revision by the City of Modesto’s Citizens Housing and Community Development
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CITY OF MODESTO PERSONALLY IDENTIFYING INFORMATION POLICY
1.0 PURPOSE AND OVERVIEW
1.1 The Emergency Solutions Grant (ESG) Program is a federal program operated by the U.S.
Department of Housing and Urban Development (HUD) to make grants to states, local governments, and territories for the purposes of funding activities that directly serve people experiencing homelessness, including people at risk of homelessness. The City of Modesto (The City) is a direct recipient of ESG from HUD. The City administers an annual allocation of ESG and an additional one-time allocation of ESG made available under the CARES Act.
For the purposes of this document, “annual ESG” refers to The City’s annual allocation of ESG, “ESG-CV” refers to The City’s one-time allocation of CARES Act ESG, and “ESG” refers to the program in general and to aspects of the program that apply to both annual ESG and ESG-CV.
This Appendix A to the ESG Program Personally Identifying Information Policy (the “PII Policy”) provides comprehensive guidance on that subject to ESG projects.
1.2 Applicability:
This Manual applies to ESG grants funded using:
1.2.1.1 Annual ESG
1.2.1.2 ESG CV;
2.0 GENERAL REQUIREMENTS
2.1.1 The ESG Program’s primary regulatory body is 24 CFR Part 576, the ESG Program Interim Rule1. The ESG Program Interim Rule requires that recipients (e.g. City) and subrecipients (including ‘sub-subrecipients) ensure the following2:
2.1.2 All records containing personally identifying information [PII] of any individual or family who applies for and/or receives ESG assistance will be kept secure and confidential;
2.1.3 The address or location of any domestic violence, dating violence, sexual assault, or stalking shelter project assisted under ESG will not be made public except with written authorization of the person responsible for the operation of the shelter
2.1.4 The address or location of any housing of a program participant will not be made public, except as provided under a preexisting privacy policy of the recipient or subrecipient and consistent with state and local laws regarding privacy and obligations of confidentiality.
2.1.5 This requirement’s functional impact is recipients and subrecipients must develop 1 https://www.hudexchange.info/resource/1927/hearth-esg-program-and-consolidated-planconforming-amendments/ 2 24 CFR 576.500
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confidentiality policies and procedures in writing to keep confidential every ESG applicant’s or participant’s personally identifiable information (PII) they receive for any reason, including participant housing locations/addresses, as well as the locations/addresses of any domestic violence shelters. Addressing this requirement is the primary purpose of this Policy.
2.2 Defining And Identifying Personally Identifying Information Care
2.2.1 PII is defined by OMB M-07-116, “Memorandum for the Heads of Executive Departments and Agencies, as follows:
2.2.2 “Information which can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual.”
2.2.3 PII is sometimes also called “personally identifiable information,” “personal protected information” or PPI, and other similar terms and acronyms.
2.2.4 Some examples of PII include:
When Alone When Combined w/Other PII
Names Date and place of birth
Social security numbers Race or ethnicity
Driver’s license numbers Religion
Patient ID numbers Geographical indicators
Addresses Financial information
Personal telephone numbers
Biometric data
2.2.5 Further, sensitive personally identifying information (SPII) is defined in HUD’s April 2015 “Protecting PII: Capacity Building Guidance on Protecting Privacy Information” as follows: “PII that when lost, compromised or disclosed could substantially harm an individual.” Some examples of SPII include social security numbers, medical records, credit/debit/bank account information, immigration status, criminal records, medical information, and any information that could be used to locate a person fleeing domestic violence. There is no comprehensive list of every piece of information that is PII or SPII.
Instead, recipients and subrecipients must assess each participant record to determine whether it contains information that, either alone or when combined with other information in the record, constitutes PII or SPII.
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2.3 Locating Personally Identifying Information PII can be found in any record containing participant information, and those records can in theory be found, stored, or accidentally left in any physical or digital location. For the purposes of the ESG program, PII is most often located in one of the following places:
2.3.1.1 In HMIS
2.3.1.2 In ESRI ArcGIS, survey 123
2.3.1.3 In long term physical storage.
2.3.2 However, PII is PII no matter where it is located, how you store it, or how well you secure it. Recipients and subrecipients must assess each ESG program record they generate or receive to determine whether they contain PII.
2.3.3 For service providers, the most common PII collection points are:
2.3.3.1 Upon first contact with a participant
2.3.3.2 At project intake
2.3.3.3 At lease-up
2.3.3.4 During the case management process (e.g. case notes)
2.3.3.5 At lease renewal and recertification
2.3.3.6 At project exit
2.3.4 The confidentiality protections in this policy do not extend to employees whose salary is paid for by ESG. Staff information, including names and salaries, is commonly shared between recipients and subrecipients, including during the grant application, contracting, and reimbursement request processes.
2.4 Protecting Personally Identifying Information Subrecipients are required by this Policy to develop policies and procedures for protecting PII in accordance with the principles in this section. The City’s policies and procedures for protecting PII are established in Section IV of this Policy.
2.5 Most of the information in this section of this Policy is drawn from HUD’s April 2015 “Protecting PII:
Capacity Building Guidance on Protecting Privacy Information” guidance. For more information, please refer to that document.
2.5.1 Limit Collection: Do not collect PII unless you need it to meet a requirement. When you collect PII, only collect the information you need. Make sure you are authorized to collect the PII you are collecting. Authorization can come either from an internal authority (e.g. your supervisor), an external authority (e.g. a statute or regulation, written standards), or your organizational obligations (e.g. contracts, non-disclosure and confidentiality agreements).
2.5.2 Manage Access: Only share or discuss PII on a ‘need to know’ basis. Never discuss or release PII without authorization. Before discussing PII over the telephone or a video call, confirm that you are speaking to the right person and inform them that the #12..
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conversation will include PII. Avoid discussing PII if there are people around who aren’t authorized to hear it. Hold meetings where PII might be discussed in in secure spaces.
Treat meeting minutes and notes as confidential until and unless you can verify that they do not contain PII. For meetings that do include PII: record their date, time, place, subject, chair, and attendees. Do not leave PII in a voicemail. Do not text PII. Do not send PII via unencrypted email or between email serve that do not share security protocols.
2.5.3 Protecting Physical Files: The City’s ESG funded programs do not maintain physical or printed files in any form. For subrecipients the City reviews for the following Physical File protections: Clearly label all files containing PII. Store all files in in lockable storage containers (e.g. lockable file cabinets). Lock them when not in use. Do not leave PII in open areas unattended. Do not access records containing PII except in work areas that are secure. Develop a centralized record of where PII is stored. Develop a policy that specifies when and how you will periodically check that the storage is secure, and the record is correct. Treat external digital media the same as physical files.
2.5.4 Protecting Electronic Files: Appropriate security measures must be adhered to during handling, transfer and storage of electronic files which contain PII. Appropriate measures include: Clearly distinguish between files that do and do not contain PII.
Deploy appropriate security measures (e.g. file and digital media encryption, two factor authentication, limiting which users can access files containing PII). If the recipient/subrecipient uses an electronic system, it must maintain an adequate back-up system for the files and must ensure that privacy protections are established and followed that adhere to other federal privacy regulations, such as HIPAA (Health Insurance Portability & Accountability Act).
2.6 The City of Modesto ’Information Technology Department security team can provide guidance and assistance with implementing appropriate security measures.5.
2.6.1 Additional File Protection Guidance: Do not remove PII from authorized facilities without approval from an appropriate party (preferably in writing). Do not use interoffice or translucent envelopes to send PII within or between agency facilities; instead, use sealable (and sealed) envelopes marked to the recipient’s attention.
Double-wrap any envelopes sent through via the United States Postal Service (USPS) or equivalent service and mark them as confidential to the recipient’s attention. Require a signature from the recipient when sending PII via courier or equivalent service.
2.6.2 Electronic Transmissions of PII: When faxing PII: use date stamps, confirm the recipient’s fax number, confirm the recipient is available to receive the fax, and confirm that they receive the fax. Also, ensure that your fax machine does not store a record of the transmission that renders PII retrievable, shred your physical copy of the transmission once you have confirmed it arrived, and, whenever possible, use a fax machine with a secure transmission line. When emailing PII: confirm the recipient’s email address, #12..
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confirm receipt of the email, and whenever possible, send PII exclusively between two secure (encrypted) email servers. (Consult with your organization’s information technology experts if you aren’t sure.) If you must send PII to an unencrypted email server, ensure that the PII is contained within an encrypted file attached to the email.
Do not store PII on shared drives, calendars, your intranet, or any unsecured or publicly accessible location on the internet.
2.6.3 Record Management, Retention, and Disposal: Do not maintain records for longer than required (by statute, regulation, or contract) unless there is a compelling reason to do so and unless the extended period of retention is approved by the appropriate person within your agency. (For the record retention period for ESG participant information, refer to 24 CFR 576.500(x-z).) Once you have determined that a record can be disposed of, destroy the record permanently. Physical records should be shredded. Electronic records should be permanently erased; for more information about how to permanently erase an electronic record, consult with your information technology experts.
2.6.4 Data Breach Response: A data breach means that PII has been viewed by, leaked to, or accessed by someone who was not authorized to view, access, or receive it. Responses will depend on the City’s Information Technology Department protocols. The City of Modesto’s Helpdesk is to be notified as soon as there is a suspected breach at 209-571- 5500. For City of Modesto subrecipients the following at minimum is required: City of Modesto will be notified immediately at 209-577-5211; Program Staff will notify the Information Technology Helpdesk at 209-571-5500 to ensure that at a minimum the City can verify that its systems are not compromised. HUD requests that ESG recipients and subrecipients report any breaches or suspected breaches of SPII within the ESG program to HUD’s National Help Desk at 1-888-297-8689.
3.0 SUBRECIPIENT-SPECIFIC REQUIREMENTS
3.1 Subrecipients are required to develop a policy that meets the following requirements:
3.1.1 In general, the policy must provide for how the subrecipient will secure and keep confidential any participant PII it receives for any reason;
3.1.2 The policy must incorporate every element of Section II.D. of this Policy that states that an entity “must” or “shall” take a specific action, or is otherwise clear and specific that an entity must take a specific action.
3.1.3 Documentation of each program participant's qualification as homeless or at risk of homelessness and other program participant records must be retained in accordance with the requirements at 24 CFR part 576.500(y). Recipients/subrecipients may store files electronically but must be able to produce records in hard copy upon request or allow them to be viewed as part of an on-site or remote monitoring or audits conducted by designated federal agency staff or by the HUD Office of Inspector General. #12..
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3.1.4 Further, the City strongly encourages subrecipients’ policies to incorporate every element of Section II.D. of this Policy that states that an entity “should” take a specific action.
3.2 Redacting PII: Subrecipients are required to redact all PII on all documents submitted to their grantors unless their grantor explicitly requests an unredacted document. This includes but is not limited to documents submitted as part of the monitoring process, including client files.
3.2.1 “Redacted” means that PII has been permanently erased, covered, or removed such that it cannot be retrieved by anyone in possession of the document. This is often accomplished by using correction fluid, correction tape, or an opaque black marker.
3.2.2 Note that when using an opaque black marker, a single layer is often not sufficient to completely redact a file. Instead, a file should be redacted using an opaque black marker, scanned, printed, and redacted a second time; the second redaction should permanently remove all redacted PII.
4.0 CITY-SPECIFIC REQUIREMENTS
4.1 In general, the City has adopted the recommendations in Section II.D. of this Policy. Those recommendations have been codified as specific procedures in this section of this Policy. City staff working on the ESG Program are required to adhere to the procedures in this section of this Policy.
4.2 Requirements: Do not collect PII unless you are required to do so by HUD, your supervisor, or an existing contract or grant agreement. When you collect PII, only collect the information you need to meet the aforementioned requirement. Do not collect PII unless you are explicitly authorized to do so in one of the following ways:
4.2.1 As part of a routine job duty that is part of your position description that requires the collection of PII (e.g. subrecipient monitoring);
4.2.2 As part of an irregular job duty, you are assigned in writing by your supervisor that requires the collection of PII;
4.2.3 As otherwise authorized or required in writing by your supervisor.
4.2.4 As required by HUD and or other federal partners, policies, or regulations.
4.3 Do not discuss or release PII to any party without authorization from your supervisor. Before discussing PII, ensure that you are speaking to the right person; this is especially important during remote meetings when you cannot see the person you are speaking to. Hold meetings involving PII in secure spaces, which can include online spaces where all participants are visible and known. If you are meeting with any person (inside or outside of the City of Modesto) who might not be authorized to receive the PII in question, inform them that the conversation will include PII and provide them an opportunity to excuse themselves. Treat meeting notes as confidential until you have reviewed them and determined they do not contain PII. For meetings that include PII, record their date, time, place, subject, chair, and all attendees. #12..
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4.4 Do not leave PII in a voicemail. Do not text PII. Do not send PII via instant messenger except via Microsoft Teams to someone who is authorized to receive it. Do not place PII on a calendar, in an unsecured shared drive, or in any unsecured location on the internet. Do not send PII to an unencrypted email server; if you are unsure whether a destination email server is encrypted, consult with the appropriate City information technology experts.
4.5 When emailing PII: confirm the recipient’s email address in advance, encrypt the email adding the Do Not Forward option, and confirm their receipt of the email after you have sent it.
4.6 When faxing PII: confirm the recipient’s address and that the recipient is ready to receive the transmission, confirm their receipt of the transmission, destroy your copy of the transmission after it has been received, and erase any record of the transmission within the fax machine. Whenever possible, use a fax machine with a secure line.
4.7 Do not remove physical files or use external digital media containing PII (e.g. thumb drives, external hard drives) from City facilities without authorization in writing from your supervisor. Do not send physical files or external digital media containing PII via USPS or any mailing service except courier.
When using a courier, use a double-wrapped opaque envelope, address the package to the recipient’s attention, and require the recipient’s signature upon delivery.
4.8 Clearly label all physical files containing PII. Store all files in a lockable storage container, which may include a lockable filing cabinet, regardless of whether you are working from a City facility or from a remote location. Lock them when not in use. Do not leave PII unattended outside a lockable storage container. Do not access PII except in a secured area of a City facility or from a remote location where you can ensure no one without authorization can access it.
4.9 City shall develop a centralized record of where physical PII is stored at City facilities and in long term storage for physical file records. City shall review the centralized record at least annually to ensure that the record matches actual storage.
4.10 City shall develop an electronic filing system for storing digital PII records. The City shall develop a centralized record of where digital PII records are stored. City shall review the centralized record at least annually to ensure that the record matches actual storage. City shall further review this procedure with each staff person involved with the ESG Program at least annually to ensure they are correctly implementing it.
4.11 Whenever possible, digital records containing PII should be encrypted. Whenever possible a two-factor authentication to access any digital record containing PII should be implemented. The period of record retention for ESG is enumerated in 24 CFR 576.500(y). For any record containing PII: after that record’s period of retention has expired, that record should be permanently destroyed unless there is a compelling reason to retain it and a period of extended retention is approved by someone with supervisory authority. Records shall be destroyed in accordance with standard City policies and procedures.
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4.12 In the event of an internal data breach (i.e. a data breach instigated by or beginning with a City staff person) as defined in this Policy, City shall take the following actions:
4.12.1 Notify the City’s Information Technology Team to determine the following:
4.12.1.1 Determine the nature and extent of the breach;
4.12.1.2 Re-secure the information to the extent possible by retrieving records, destroying copies, overseeing the process for permanently digitally erasing records, etc.;
4.12.1.3 Consult with the appropriate legal authority at City to determine what information should be disclosed about the breach to external stakeholders, including participants, and to what extent;
4.12.1.4 Act as quickly as possible in accordance with the legal advice provided in response to the above.
4.12.2 When original records are electronic and cannot be altered, there is no need to create and retain paper copies. When original records are paper, electronic versions may be substituted through the use of duplication or other forms of electronic media provided that they are subject to periodic quality control reviews, provide reasonable safeguards against alteration, and remain readable.
4.12.2.1 In the event of a data breach involving a City subrecipient, the City shall:
4.12.2.1.1 Work with the subrecipient to determine the nature and extent of the breach;
4.12.2.1.2 Ensure the subrecipient is following their internal processes related to ESG data breaches
4.12.2.1.3 Consult with the appropriate legal authority at the City to determine any additional actions that should be taken;
4.12.2.1.4 Act as quickly as possible in accordance with the legal advice provided in response to the above, including encumbering subrecipients with any applicable or appropriate requirements.
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5.0 APPENDIX A
Date Effective Description
08.03.2023 Document updated, IT Review
07.24.2023 Document created, first revision
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CRITERIA FOR
DEFINING HOMELESS
Category
1 Literally
Homeless
(1) Individual or family who lacks a fixed, regular, and adequate nighttime residence, meaning:
(i) Has a primary nighttime residence that is a public or private place not meant for human habitation;
(ii) Is living in a publicly or privately operated shelter designated to provide temporary living arrangements
(including congregate shelters, transitional housing, and hotels and motels paid for by charitable organizations or by federal, state and local government programs); or
(iii) Is exiting an institution where (s)he has resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before
entering that institution
Category
2 Imminent Risk of
Homelessness
(2) Individual or family who will imminently lose their primary nighttime residence, provided that:
(i) Residence will be lost within 14 days of the date of application for homeless assistance;
(ii) No subsequent residence has been identified; and
(iii) The individual or family lacks the resources or support networks needed to obtain other permanent housing
Homeless under
other Federal
statutes
(3) Unaccompanied youth under 25 years of age, or families with Category
3 children and youth, who do not otherwise qualify as homeless under this definition, but who:
(i) Are defined as homeless under the other listed federal statutes;
(ii) Have not had a lease, ownership interest, or occupancy agreement in permanent housing during the 60 days prior to the homeless assistance application;
(iii) Have experienced persistent instability as measured by two moves or more during in the preceding 60 days; and
(iv) Can be expected to continue in such status for an extended period of time due to special needs or barriers
Category
4 Fleeing/
Attempting to
Flee DV
(4) Any individual or family who:
(i) Is fleeing, or is attempting to flee, domestic violence; (ii) Has no other residence; and
(iii) Lacks the resources or support networks to obtain other permanent housing
Appendix B
Homeless Definitions &
Recordkeeping Requirements
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under
ederal
te
omestic
nce
t Risk of
ssness
ally
less
under
deral
e
g/
ing to
V
Risk of
ess
ly
less
Homele
other
stat
action notifying the
e;
ent;
nce has been identified;
mentation that the
nd support necessary to
r head of household
cumented by a
intake worker;
rker;
ice provider, social
ead of household seeking
elf
individual or family is
must be verified
of household that no
ified;
cumentation, that the
l resources and support
housing.
Fleeing
Viol
Immine
Homel
f household seeking
homelessness under
f household, and any
at (s)he has moved three
barriers to
Lite
Hom
ad of household seeking
ing on the streets or in
h worker;
g or service provi
er community database
n
erwork
se manager or other
n, stating the beginning
in the institution
Homele
statu
action notifying the
;
el or motel
stay;
nt;
ce has been identified;
entation that the
d support necessary to
r head of household
are fleeing; they have no
sources. Statement
ation or a cert
ad of household seeking
statement
orker.
rdized, the oral
of household that no
ified;
ume
resources and support
housing.
Fleei
Attemp
Flee
Imminen
Homele
local government that
king assistance met the
federal statute;
d
f
at (s)he has moved t
more barriers
Liter
Hom
h
or service provider;
ad of household seeking
ng on the streets or in
ritten/oral referral,
orker’s due diligence to
inst
A court order resulting from an evictio
individual or family that they must lea
A documented and verified oral state
Certification that no subsequent resid
docu
individual lack the financial resources
An oral statement by the individual
seeking assistance which must be d
certification or a certification by the
Written observation by the intake w
Written referral by a housing or ser
the individual or
assistance that is documented by a s
Where the safety of th
not jeopardized, the oral statement
ual or hea
subsequent residence has been iden
certification, or other written d
individual or family lacks the financi
networks to obtain other permanen
Certification by the individual or head
assistance that (s)he met the criteria o
Certification by the individual or head
available supporting documentation, t
2 or mo
Certification by the individual or h
assistance stating that (s)he was li
Written observation by the outrea
Written referral by another housi
Printed record from HMIS or anot
For individuals exiting an institutio
discharge pa
referral from social worker, c
t the instituti
and end dates of the time residing
A court order resulting from an evictio
individual or family that they must leav
leaving a ho
that they lack the financial resources to
tem
Certification that no subsequent reside
certification or other written docu
individual lack the financial resources a
An oral statement by the individual o
which states: the
subsequent residence; and they lack
certifi
Oral statement by the individual or h
that they are fleeing. This
certification or by the case
of the individual or family is not jeop
Certification by the individual or hea
subsequent residence has been iden
certification, or other written do
individual or family lacks the financia
networks to obtain other permanent
nonprofit or state o
individual or head of household see
criteria of homelessness under another
a
Certification by the individual or head
available supporting documentation, th
2 o
Written observation by the outrea
Written referral by another housin
Certification by the individual or h
assistance stating that (s)he was liv
For individuals exiting an institutio
record of intake
an
individual that they exited
Homeless
other F
stat
Category 4 Fleeing D
Viole
Imminen
Homele
Category 3
Category 1 Liter
Home
D
EFI
NITIO
N
O
F
H
O
M
E
L
E
S
S
(Recordkeeping requirements)
ss under
ederal
ute
A court order resulting from an eviction
individual or family that they must leav
For individual leaving a hotel or motel
the financial resources to stay; or
A documented and verified oral statem
Certification that no subsequent reside
and
Self certification or other written docu
individual lack the financial resources a
obtain permanent housing
For domestic violence providers:
o An oral statement by the individual o
seeking assistance which must be do
certification or a certification by the
o Written observation by the intake w
o Written referral by a housing or serv
worker, the hospital or the police
For non domestic violence providers:
o Oral statement by the individual or h
assistance that is documented by a s
caseworker. Where the safety of the
not jeopardized, the oral statement
o Certification by the individual or hea
subsequent residence has been ident
o Self certification, or other written do
individual or family lacks the financia
networks to obtain other permanent
Domestic
ence
t Risk of
essness
Certification by the individual or head o
assistance that (s)he met the criteria of
another federal statutes; and
Certification by the individual or head o
available supporting documentation, th
or more times in the past 90 days; and
Documentation of disability or 2 or mo
employment
rally
eless
Certification by the individual or he
assistance stating that (s)he was liv
shelter; or
Written observation by the outrea
Written referral by another housin
Printed record from HMIS or anoth
For individuals exiting an institutio
evidence above and discharge pap
oral referral from social worker, ca
appropriate official at the institutio
and end dates of the time residing
n action notifying the
e; or
evidence that they lack
ment; and
nce has been identified;
mentation that the
and support necessary to
or head of household
ocumented by a self
intake worker; or
orker; or
ice provider, social
ead of household seeking
elf certification or by the
e individual or family is
must be verified; and
d of household that no
ified; and
cumentation, that the
al resources and support
housing.
of household seeking
f homelessness under
of household, and any
hat (s)he has moved three
re barriers to
ead of household seeking
ving on the streets or in
ch worker; or
g or service provider; or
er community database
n one of the forms of
erwork or a written or
ase manager or other
on, stating the beginning
in the institution
RECORDKEEPING REQUIREMENTS
Category 1 Literal
Home
ally
lesse
Written observation by the outreac
Written referral by another housing
Certification by the individual or he
assistance stating that (s)he was liv
shelter;
For individuals exiting an institution
evidence above and:
o discharge paperwork or w
o written record of intake w
obtain above evidence and
individual that they exited
ch worker; or
—
g or service provider; or
ad of household seeking
ing on the streets or in
n—one of the forms of
written/oral referral, or
worker’s due diligence to
d certification by
institution
c
i
n
h
p
e
Category 2 Imminent
Homelessn
t Risk of
ssness
n —
-
A court order resulting from an eviction
individual or family that they must leave
For individual and families leaving a hot
that they lack the financial resources to
A documented and verified oral stateme
Certification that no subsequent residen
and
Self-certification or other written docum
individual lack the financial resources an
obtain permanent housing
v
—
action notifying the
e; or
el or motel—evidence
stay; or
ent; and
nce has been identified;
mentation that the
nd support necessary to
e
n
t
Category 3 Homeless
other Fe
statu
ss under
ederal
utes
F
Certification by the nonprofit or state o
the individual or head of household see
criteria of homelessness under another
Certification of no PH in last 60 days; an
Certification by the individual or head o
available supporting documentation, th
more times in the past 60 days; and
Documentation of special needs or 2 or
r local government that
king assistance met the
federal statute; and
nd
f household, and any
at (s)he has moved two or
r more barriers
re
r
o
Category 4 Fleein
Attempt
Flee
ng/
ting to
DV
-
-
For victim service providers:
o An oral statement by the individual o
seeking assistance which states: they
subsequent residence; and they lack
must be documented by a self-certific
the intake worker.
For non-victim service providers:
o Oral statement by the individual or h
assistance that they are fleeing. This
by a self-certification or by the casew
of the individual or family is not jeopa
statement must be verified; and
o Certification by the individual or head
subsequent residence has been ident
o Self-certification, or other written do
individual or family lacks the financia
networks to obtain other permanent
-
h
-
r head of household
y are fleeing; they have no
resources. Statement
cation or a certification by
ead of household seeking
statement is documented
worker. Where the safety
ardized, the oral
d of household that no
ttified; and
cumentation, that the
l resources and support
housing.
o
d
re
e
c
l
v
o
t
Appendix B
Homeless Definitions &
Recordkeeping Requirements
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1 | P a g e
mailto:[email protected]
Uniform Relocation Assistance
and
Real Property Acquisition (URA)
Policies and Procedures
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2 | P a g e
Overview
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), also known as the Uniform Act, is a federal law in the United States that provides protections and assistance to individuals, families, and businesses who are displaced by federally funded projects.
The act was enacted to ensure that people who are forced to move due to the acquisition of real property for federal projects are treated fairly and receive just compensation for their property. It sets forth the procedures that federal agencies must follow when acquiring property, including the requirement to provide relocation assistance to affected individuals and businesses.
The act applies to all federal agencies and their grantees, including state and local governments, that use federal funds to acquire real property. It also covers private nonprofit organizations that receive federal funds for real property acquisition projects.
The Uniform Act requires that relocation assistance be provided to affected individuals and businesses, which can include assistance with finding replacement housing, moving expenses, and other related costs. The act also requires that a fair market value be paid for the property acquired and that property owners be allowed to appeal the amount of compensation offered.
The act is enforced by the Federal Highway Administration, which provides guidance and oversight to ensure compliance with the law. States and localities are responsible for administering the act and providing relocation assistance to affected parties. The URA regulations can be found at 49 CFR Part 24 for further information.
Acquisition Objectives:
• Ensure that owners of real property to be acquired for federally-assisted projects are treated fairly and consistently.
• Encourage and expedite acquisition by agreement.
• Minimize litigation and relieve congestion in the courts. • Promote public confidence in federally-assisted land acquisition programs. #12..
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3 | P a g e
Relocation Objectives:
• To ensure relocation assistance is provided to displaced persons to lessen the emotional and financial impact of displacement;
• Provide fair, consistent, and equitable treatment of persons displaced by federallyassisted projects. • To ensure that no individual or family is displaced unless decent, safe, and sanitary (DSS) housing is available within the displaced financial means;
1. PURPOSE
The purpose of this policy is to establish guidelines for the acquisition of real property and the relocation of persons displaced by federally-funded projects in the city of Modesto, in compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970.
The City of Modesto will provide permanent relocation assistance to all eligible “displaced” (49 CFR 24.2) households either owner occupied or rental occupied units which are permanently displaced by the housing rehabilitation Program. In addition, the City of Modesto will replace all eligible occupied and vacant occupiable low-income group dwelling units demolished or converted to a use other than low-income group housing as a direct result of rehabilitation activities. This applies to all units assisted with funds provided under the Housing and Community Development Act of 1974, as amended (see (42 USC 5304(d)) (HUD commonly refers to the law as “Section 104(d),” and as described in the Federal Regulations 24 CFR 570.496(a). Relocation, Displacement and Acquisition: Final Rule dated July 18, 1990 (Section 104(d)) and 49 CFR Part 24 . Uniform Relocation Assistance (URA) and the Housing and Community Development Act of 1974, as amended, and as described in the Federal Regulations 24 CFR Part 570.496(a) .
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Persons Not Considered Displaced (not entitled to relocation assistance at URA levels). • The person has no legal right to occupy the property under state or local law, specifically not meeting the requirements of adverse possession (California Code of Civil Procedure) • Th person has been evicted for serious or repeated violation of the terms and conditions of the lease or occupancy agreement or other good cause, the City of Modesto or the owner is to obtain a court order for the eviction (even if the tenant has already moved).
If the City of Modesto believes the cost of obtaining a court order is prohibitively expensive, the City of Modesto should adequately document the cause of the eviction in its files (for further information see 49 CFR 24.2(a)(9)(ii)). The City of Modesto will not establish eviction for the purpose of avoiding payment of relocation assistance. • The person moves into the property after application for assistance for the project but, before leasing and occupying the property, was provided a written notice of the project, its possible impact on the person (e.g., the person may be displaced, temporarily relocated or suffer a rent increase) and the fact that he or she would not qualify for assistance as a “displaced person” as a result of the project. • The person occupied the property for the purpose of obtaining relocation benefits. • The person retains the right of use and occupancy of the property for life following its acquisition (life estates).
• The person is determined not to be displaced as a direct result of the project. The City of Modesto may not make this determination on their own. Contact California Department of Housing and Community Development (HCD) for determination assistance. • The person is an owner-occupant of the property who moves as a result of a voluntary acquisition.
• The person leaves due to code enforcement, unless code enforcement results in rehabilitation or demolition for the assisted project (see 49 CFR 24.2(a)(9)(ii)(E) for further information).
• The person, after receiving a notice of eligibility, is notified in writing that he or she will not be displaced. The City of Modesto can only deliver this notice if the person has not moved from the project.
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• The person is an owner-occupant who voluntarily applies for rehabilitation assistance on his or her property. When the rehabilitation work requires the property to be vacant for a period of time, the assistance is considered optional (See 49 CFR 24.2(a)(9)(ii(G) for further information).
• The person is not lawfully present in the United States unless denial of benefits would result in “exceptional and extremely unusual hardship” to a lawfully-present spouse, child or parent (See 49 CFR 24.2(a)(9)(ii)(H) for further information). 00
2. Policy
1. This policy applies to all city departments and agencies involved in the acquisition of real property and the relocation of persons displaced by federally-funded projects. If federal funds are used in any phase of a project, URA requirements apply to all acquisition, rehabilitation, or demolition of real property and relocation of persons for the project.
2. The Uniform Act affects projects involving acquisition, rehabilitation or demolition activities funded by the U.S Department of Housing and Urban Development (HUD) under the following program titles: HOME, CDBG, CDBG-DR (Disaster Recovery), Housing Trust Fund (HTF) Homeless Assistance Programs, Housing Opportunities for Persons with AIDS (HOPWA) and Neighborhood Stabilization Program (NSP)Urban Development Action Grant (UDAG), Special Purpose Grants, Section 108 Loan Guarantee Program, and such other grants as HUD may designate as applicable, which take place within the City of Modesto jurisdiction limits.
3. Procedures
3.1 URA Specific Requirements
Under URA regulations the City of Modesto is required to adhere to the following on all URA related projects:
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A. General Information Notice (GIN) (Sample (GIN Relocation notice)) – Informs affected person of the development and that it may displace them. Must be issued to all occupants within a proposed HUD-assisted project involving acquisition, rehabilitation, or demolition.(All GIN samples can be found at the following CPD Handbook 1378.0 ) B. Notice of Eligibility (NOE) – Informs persons that they will be displaced by the project and establishes their eligibility for relocation assistance and payments.
C. 90-Day Notice to Move – Informs displaced persons of earliest date by which they will be required to move.
D. Notices must be in plain, understandable language. Translation and counseling services are to be provided as appropriate. Each notice must indicate the name and phone number of a contact person for questions or other needed help. Each notice must be personally served or sent by certified or registered first-class mail, return receipt requested*, and documented in The City of Modesto files. *Exception: If a project will not require any permanent or temporary relocation, a GIN explaining non-displacement may be served by posting it in accessible locations.
E. The URA requires the City of Modesto to maintain adequate records of acquisition and displacement activities to demonstrate compliance (see 49 CFR 24.9).
F. HUD Handbook 1378 – Chapter 6 (Microsoft Word - 1378 handbook (hud.gov)) provides details of required acquisition and occupancy records.
G. Acquisition and occupancy records are required regardless of whether displacement is anticipated.
H. HUD programs may impose additional recordkeeping requirements.
3.2 For Residential Displacements
1.Notice of displacement: The City of Modesto must provide written notice to residents who will be displaced at least 90 days before the displacement is scheduled to occur. The notice must include the reason for the displacement, the date of displacement, and the relocation assistance that will be available. For residential occupants, the 90-day period cannot begin until the person is offered a comparable replacement dwelling (Failure to issue timely notices can #12..
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result in unintentional displacement). The following HUD information brochure may be issued along with the GIN to help meet general information requirements, the Tenant Relocation Brochure: (HUD-1042-CPD)
Sample Information Notices:
HUD Handbook 1378 CHG-11 Appendix 3b (Residential Tenant to Be Displaced) HUD Handbook 1378 CHG-6 Appendix 4 (Residential Tenant of Non-displacement) HUD Handbook 1378 CHG-6 Appendix 2 (Residential Tenant Not Displaced) HUD Handbook 1378 CHG-6 Appendix 6 (Residential Tenant Eligibility for URA Relocation Assistance) The City of Modesto should be prepared to track:
A. All persons occupying the property on; the date of the application for federal assistance, if the applicant has site control, or
B. The date site control is obtained, (if after submission of the application), or C. Where there is no application, the date of Initiation of Negations (ION).
D. All persons moving into the property between application and project completion; and E. All persons occupying the property upon project completion.
Sample of Site Occupant Record Document:
HUD Handbook 1378 Appendix 8 (Residential)
2.Relocation assistance: The City of Modesto must provide relocation assistance to displaced residents, including financial assistance to cover moving expenses and, if necessary, rental assistance. The City must also provide counseling services to help residents find new housing and adjust to their new communities, the City of Modesto cannot recommend tenant relocation assistance providers but can share a list of providers utilized by developers/owners.
A. Relocation Advisory Services: A displaced person must be advised of his or her rights under the Fair Housing Act (42 U.S.C. 3601-19).
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3.Residential Relocation Payments HUD Handbook 1378 CHG-9 may include the following:
A. The City of Modesto must offer basic advisory services to person who must relocate.
B. Explain relocation eligibility requirements
C. Explain relocation services and payments.
D. Conduct personal interview to determine needs and preferences.
E. Provide appropriate services and payments.
F. Residential displaced persons are eligible for reimbursement of moving expenses to move their property. The expenses can be paid based on their actual cost of moving or the HUD Handbook 1378 CHG-10 Appendix28 Current Version of the: 2021 Fixed Residential Moving Cost Schedule )
4. Replacement housing: The City of Modesto must make a good faith effort to find replacement housing for displaced residents. The replacement housing must be comparable in terms of size, location, and quality to the housing that was lost.
A. Replacement Housing Payments (RHPs)
B. Price Differential Payment: The difference between the acquisition price of the displacement dwelling and the lesser of the price of the offered comparable replacement dwelling or the cost of the purchased replacement dwelling; AND C. Increased Mortgage Interest Costs: Compensation to the homeowner for increased costs if they must pay a higher interest rate to obtain a mortgage for the replacement dwelling; AND
D. Incidental Expenses: Reimbursement of certain incidental expenses or closing costs incurred in the purchase of the replacement dwelling.
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E. Homeowner or tenant status determines the type of RHP a person may be eligible to receive.
F. 90-day tenant may be eligible for an RHP.
G. An RHP covers actual, reasonable increased rent and utility costs for a period of 42 months.
H. RHPs for tenants consider affordability for low-income households.
I. A 90-day tenant may elect to covert an RHP to down payment assistance to purchase a replacement dwelling.
J. Payment may not exceed $7,200 (unless housing of last resort applies).
K. Less than 90-day tenants may also be eligible for certain relocation assistance and payments under housing of last resort.
L. Mobile Home RHPs, it is recommended that the City of Modesto if dealing with mobile homes contact the local HUD Regional Relocation Specialist for specific guidance.
RHPs for homeowner-occupants may not exceed $31,000 (except in housing of last resort).
For homeowners choosing to rent instead of purchase a replacement dwelling, rental assistance payments cannot exceed the calculated price differential payment.
If an acquisition qualifies as voluntary under the URA, the homeowner/seller does not qualify for relocation assistance.
5.Housing of Last Resort: When comparable replacement dwellings are not available within the URA limits on RHPs, the displacing agency must provide housing of last resort assistance. Paying RHPs in excess of URA statutory limits is authorized and common. Refer to 49 CFR 24.404 for additional information.
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6.Appeals process: If a displaced resident disagrees with any aspect of the relocation assistance provided, the resident may file an appeal with the City of Modesto.
3.3 For Nonresidential Displacements (businesses, farms, public entities and nonprofit organizations)
1. Notice of displacement: The City of Modesto must provide written notice to non-residential occupants who will be displaced at least 90 days before the displacement is scheduled to occur.
The notice must include the reason for the displacement, the date of displacement, and the relocation assistance that will be available. Unlike residential displacements, the 90-day notice for a business is not conditioned on the availability of a comparable replacement business location. The following HUD information brochure may be issued along with the GIN to help meet general information requirements, the Relocation Assistance to Displaced businesses, Non-profit Organizations and Farms: HUD-1043-CPD
Sample of Site Occupant Record Document:
A. HUD Handbook 1378 Appendix 9 (Non-Residential)
Sample URA Notices:
A. HUD Handbook 1378 CHG-6 Appendix 3a (Non-Residential Tenant to be Displaced) B. HUD Handbook 1378 CHG-6 Appendix 2a (Non-Residential Tenant Not Displaced) C. HUD Handbook 1378 CHG-6 Appendix 7 (Eligibility for URA Relocation Assistance)
2. Relocation assistance: The City of Modesto must provide relocation assistance to nonresidential occupants, including financial assistance to cover moving expenses and, if necessary, rental assistance. The City must also provide counseling services to help occupants find new locations and adjust to their new communities.
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A. Relocation Advisory Services: Advisory services must include a personal interview with the business/owner/operator.
B. Interview must determine needs and preferences (see 49 CFR 24.205 for specific requirements).
C. City of Modesto must explain the relocation services and payments available, and the eligibility requirements.
D. Moving expense payments include actual, reasonable, and necessary moving and related expenses ( (49 CFR 24.301)).
E. Related nonresidential payments: Actual, reasonable, and necessary related expenses for utility connects, professional services and impact fees are eligible ( 49 CFR 24.303).
F. Small business (defined in 49 CFR 24.2 (a) ) are also eligible for up to $25,000 for expenses actually incurred in relocating and re-establishing ( 49 CFR 24.304).
G. Fixed payment in lieu: In lieu of all other payments, a displaced business may choose a fixed payment (based on average annual net earnings) not to exceed $40,000 ( 49 CFR
24.305).
3. Replacement property: The city of Modesto must make a good faith effort to find replacement property for non-residential occupants. The replacement property must be comparable in terms of size, location, and function to the property that was lost.
4. Appeals Process: If a non-residential occupant disagrees with any aspect of the relocation assistance provided, the occupant may file an appeal with the City of Modesto.
5. Recordkeeping: The City of Modesto must keep detailed records of the relocation assistance provided to non-residential occupants.
3.4 Residential Temporary Relocation
Residential tenants who will not be required to move permanently may be required to relocate temporarily for the project. Under URA, the maximum period of time for which a displaced person can be temporarily relocated is 12 months (or 1 year). This is the maximum period for #12..
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which the URA provides rental assistance payments to eligible displaced persons. If relocation exceeds 12-month, City of Modesto must offer permanent relocation assistance and payments (such person may choose to move permanently or remain temporarily relocated).
1. Notification: The City of Modesto must provide a written notice at least 90 days prior to the temporary relocation to each displaced person. The notice should provide information about the reason for the relocation, the expected duration of the relocation, and the relocation assistance available. Many HUD programs include additional requirements for temporary relocation.
2. Relocation Assistance: The City of Modesto must provide relocation assistance to eligible displaced persons, which includes:
a. Payment of all reasonable out-of-pocket moving expenses, such as transportation, packing, and storage costs.
b. Reimbursement for any utility service connection fees and security deposits. c. Payment of a rental assistance payment for a comparable dwelling unit for a period of up to 12 months.
d. Additional payment for dislocation of businesses or farms.
3. Comparable Replacement Dwelling: The City of Modesto must provide displaced persons with a comparable replacement dwelling. The replacement dwelling must meet the following requirements:
a. Be decent, safe, and sanitary.
b. Be in a location that is not substantially less desirable than the location of the displaced person's original dwelling.
c. Be available at a cost comparable to the cost of the displaced person's original dwelling.
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4. Appeals: Displaced persons have the right to appeal any aspect of the City of Modesto decision regarding their temporary relocation. The appeal process should be clearly outlined in the notice provided to the displaced person.
3.5 Nonresidential Temporary Relocation
Under the Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA), For Nonresidential Displacements (businesses, farms, public entities and nonprofit organizations), who are temporarily displaced due to rehabilitation of a site: The City of Modesto is required to provide relocation assistance to for Nonresidential Displacements (businesses, farms, public entities and nonprofit organizations) which may include:
1. Payment of actual reasonable expenses incurred for moving personal property; A. The for Nonresidential Displacements (businesses, farms, public entities and nonprofit organizations), may be temporarily relocated and reimbursed for all reasonable out-ofpocket expenses; or B. An agency may choose to permanently relocate the business.
2. Reimbursement for expenses associated with the purchase of a replacement dwelling, up to the amount of the purchase price of the acquired property;
3. Reimbursement for reasonable closing costs incurred in the purchase of a replacement dwelling;
4. Reasonable moving and related expenses; and Reasonable expenses incurred for temporary lodging and transportation during the period of displacement.
The City of Modesto must also provide written notice to owner-occupants explaining their rights and the relocation assistance that may be available to them. The actual duration of the temporary relocation may vary depending on the specific circumstances of the displacement and the availability of suitable replacement housing.
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3.6 For Real Property Acquisition
The City of Modesto follows the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) as amended to ensure that the displacement of persons, families, and businesses is conducted in a fair and equitable manner. HUD Handbook 1378, Chapter 5 provides further guidance related to voluntary transactions as well as acquisition of property subject to involuntary methods.
There are two types of acquisitions;
1. Involuntary Acquisitions: Acquisitions subject to threat or use of eminent domain A. Involuntary acquisitions (anything not qualifying as voluntary). Involuntary acquisitions are subject to the full requirements of 49 CFR Part 24 Subpart B B. The subject property must be appraised in accordance with professional standards. The appraisal must be reviewed by a qualified review appraiser.
C. City of Modesto must establish the amount of just compensation before it begins negotiating with the property owner, and that amount must not be less than the appraised fair market value.
D. Owner-occupants are eligible for relocation assistance. Displaced owners and tenants must be given notice of relation rights and provided relocation assistance (see below). (City of Modesto may not propose or request that displaced person waive their URA benefits.)
2. Voluntary Acquisitions: Transactions with no threat or use of eminent domain (transactions with no threat or use of eminent domain) meeting the criteria set forth in 49 CFR
24.101(b)(1)-(5). Voluntary acquisitions depend on the circumstances and involve more than a willing buyer and seller. Acquisitions which fail to meet the test of voluntary acquisition under 49 CFR 24.101(b)(1)-(5)., must comply with the full Subpart B requirements of 49 CFR Part 24 Subpart B.
A. The Voluntary Acquisition has fewer requirements than when an acquisition is subject to full Subpart B.
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B. Reduced valuation criteria, and appraisal and appraisal review are not required. The City of Modesto however must have a reasonable basis for the determination of estimated market value.
C. Relaxed negotiation standards, The City of Modesto may offer less than fair market value and/or end negotiations with an owner who makes an unreasonable counteroffer.
D. Owner-occupants are not eligible for relocation assistance. (however, tenants are and must be provided timely notice of relocation rights and assistance).
3. Notification of intent to acquire: The City of Modesto must provide written notification to the property owner of its intent to acquire the property at least 90 days before negotiations for the purchase of the property are initiated.
Involuntary Acquisitions Sample information notices:
This notice to owner can either be a Notice of Intent or a Notice of Interest. Notice of Intent to Acquire is specifically intended to establish eligibility for relocation assistance and payments in advance of the usual URA triggering actions. Notice of interest sets forth minimum rights and protections for property owners under the URA. The following HUD information brochure may be issued along with the GIN to help meet general information requirements, When a Public Agency Acquires Your Property: HUD-1047-CP Brochure.
A. [HUD Handbook 1378 CHG-6 Appendix 5) (involuntary Eligibility for relocation assistance, 180- day homeowner occupant)
B. [HUD Handbook 1378 CH-8 Appendix 30) (involuntary threat/use of Eminent Domain) Volunteer Acquisitions Sample Notices:
C. [HUD Handbook 1378 CH-8 Appendix 31) (w/out Eminent Domain Authority) D. [Hud Handbook 1378 CHG-8 Appendix 32) (W/Eminent Domain Authority)
4. Appraisal of the property: The City of Modesto must have the property appraised by a qualified appraiser to determine its fair market value. The appraisal must be provided to the #12..
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property owner. The City of Modesto can invite the property owner to accompany the appraiser during the property inspection. The City of Modesto should develop the scope of work and define the appraisal problem. The scope should reflect the City of Modesto’s needs and assure compliance with the state law, URA regulations, and HUD program requirements.
City of Modesto should also communicate the function of the appraisal in the project and provide copies of title reports, drawings, and any other pertinent information. For further information The City of Modesto can refer to HUD Handbook 1378 CHG-8 Appendix 19 A. City of Modesto must adhere to 49 CFR 24.103 for the mandatory criteria set for Involuntary Acquisitions appraisals.
B. City of Modesto must review the qualifications of the appraiser to ensure that their experience and certifications are consistent with the assignment and meet the City of Modesto’s established criteria.
C. City of Modesto may use its own staff appraisers or hire a contract (fee) appraiser.
However, the appraisers must conduct the appraisal independently. The City of Modesto must not influence or guide the appraiser as to valuation.
D. The appraisal’s description of the subject property must include a 5-yearsale history.
E. The appraiser should be tasked with identifying real property versus personal property.
F. Any change in value caused by the City of Modesto ‘s project must be ignored; the acquiring (City of Modesto) cannot benefit from decreases in property value it causes and the owner cannot benefit from increases caused by the project. Any additional information needed can be found here: 49 CFR 24.103
G. The appraiser must document, and the City of Modesto must keep records of, compliance with all appraisal requirements.
H. An appraisal is also not required if the owner is donating their property and the owner releases the City of Modesto from its obligation to conduct the appraisal.
I. If the review appraiser is unable to recommend an appraisal as the basis for just compensation: A new appraisal could be sought, the reviewer may seek corrections or revisions, or the reviewer could utilize market information to develop an approved value.
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J. Just compensation offered for a property cannot be less than the approved appraised value, considering the value of damages or benefits to the remaining property. City of Modesto official must establish the amount believed to be just compensation (see 49 CFR 24.104.)
5. Negotiation for purchase: The City of Modesto must make an offer to purchase the property based on the appraised fair market value. The property owner has the right to negotiate the terms of the offer. This period should last at least 30 days (90 days is typical). The City of Modesto representative should discuss the basis for the offer and explain the City of Modesto’s acquisition procedures.
A. For the purposes of relocation assistance, the initiation of negotiations (ION) in a voluntary acquisition is effective one there is a written agreement between the City of Modesto and the owner to purchase the property.
B. The ION date triggers eligibility for relocation assistance for person displaced on both voluntary and involuntary acquisitions. City of Modesto must notify tenants on voluntary and tenants and owner-occupants occupying in involuntary acquisitions in writing of their eligibility for applicable relocation assistance as soon as feasible.
C. If the City of Modesto learns information indicating the need for a new or updated appraisal, the City of Modesto shall obtain a new or updated appraisal. If the Latest appraisal information warrant a change in the purchase offer, the City of Modesto shall promptly reestablish just compensation and off that amount to the owner in writing.
D. If the owner has a counteroffer the City of Modesto must respond to the owner’s counteroffer by either accepting or rejecting.
E. On Involuntary Acquisitions if negotiations are unsuccessful City of Modesto with eminent domain authority may choose to proceed. Local and state laws will determine how eminent domain is conducted to acquire the property through condemnation.
F. The City of Modesto will work with its legal representative. The City of Modesto may not require the property owner to surrender possession of the property before payment is #12..
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available. (Agencies without eminent domain authority must walk away if negotiations are unsuccessful.)
G. On Voluntary Acquisitions if negotiations are unsuccessful City of Modesto must walk away from the unsuccessful negation. (The threat or use of eminent domain is prohibited for properties initially pursued as voluntary acquisitions).
H. On Involuntary Acquisitions if negotiations or just compensation have failed, an authorized City of Modesto official may consider offering an administrative settlement if it is determining to be reasonable, prudent, and in the public interest. When federal funds pay for or participate in acquisition costs, a written justification must be prepared, which stats what available information (e.g., trial risks & costs) supports an administrative settlement.
I. After the ION, any person who seeks to rent a unit in the project must be issued a Movein Notice before executing a lease; otherwise, the project will incur liability for relocation costs if the persons are found to be eligible as displaced person.
6. Offer to sell: If the City and the property owner are unable to come to an agreement on the purchase price, the City must provide the property owner with an offer to purchase the property at its appraised fair market value.
A. The offer to purchase must be in writing with sufficient detail that the owner can determine what is being acquired and how much is being offered. The City of Modesto must incorporate 49 CFR 24.102(e) in the writing to the owner.
B. Along with the initial written purchase offer, the owner will be given a written statement of the basis for the offer or just compensation, which the City of Modesto will include 49 CFR 24.102(e)(1)-(3) if applicable.
7. Closing: If the property owner accepts the City's offer to purchase the property, the City must complete the purchase and transfer ownership to the City. #12..
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A. If the parties agree to sale price (either the City of Modesto’s offer or an administrative settlement), the parties go to closing.
B. The City of Modesto must also compensate the owner for incidental expenses relating to the property transfer including any closing costs. Whenever possible the City of Modesto shall pay these costs directly so that the owner will not have to pay such costs and then seek reimbursement.
C. The City of Modesto must pay the owner before taking the possession of the property.
8. Relocation assistance: If the acquisition of the property results in the displacement of any persons, the City of Modesto must provide relocation assistance to those persons in accordance with the URA.
A. Payment of actual reasonable expenses incurred for moving personal property; B. Reimbursement for expenses associated with the purchase of a replacement dwelling, up to the amount of the purchase price of the acquired property; C. Reimbursement for reasonable closing costs incurred in the purchase of a replacement dwelling;
D. Reasonable moving and related expenses; and
E. Reasonable expenses incurred for temporary lodging and transportation during the period of displacement.
9. Eminent Domain: If the City of Modesto is unable to acquire the property through negotiation, it may exercise its power of eminent domain to acquire the property. In such cases, the property owner is entitled to just compensation for the fair market value of the property.
10. Appeals process: If a property owner disagrees with any aspect of the acquisition process, including the appraisal or the offer to purchase, the owner may file an appeal with the City of Modesto.
11. Recordkeeping: The City of Modesto must keep detailed records of the Real Property Acquisition obtained/assisted to property owner(s).
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12. In addition, the URA requires that the City of Modesto make a good faith effort to acquire property through negotiations and without the use of eminent domain. Eminent domain is the power of the government to take private property for public use, but it must be used only as a last resort.
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
November 14, 2023
Date: October 16, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Second Amendment to Community Reinvestment Fund Agreement CONTACT: Edgar Garcia, Housing and Urban Development Supervisor [email protected], 209-577-5211
DESCRIPTION:
Consider approving a Second Amendment increasing the Agreement amount with Community Reinvestment Fund, USA (CRF), for continued Loan Servicing of Community Development funded loans by $60,000 to a new total amount of $150,000 and extending the term of the Agreement from June 30, 2023 to June 30, 2024. (Funding Source: Various Loan Servicing Program Income)
STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto’s 2020-2025 Strategic Plan Initiative: Develop a Homelessness and Housing Plan.
BACKGROUND:
As a Housing and Urban Development (HUD) entitlement community, the City receives a formula grant allocation each year for the following type of funding: Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Emergency Solutions Grant (ESG) funds.
This funding is allocated to eligible projects for the City’s Affordable Housing and Homeowner Repair programs. In order to manage the loan portfolio, the City has contracted with the Community Reinvestment Fund (CRF) since 1994 as a loan servicer to maintain the loan portfolio, serve as the frontline customer service agency and collect regular payments and payoffs. The City receives monthly program income from these outstanding loans that is utilized for eligible programs.
The current contract that was originally negotiated in 1994 was amended on August 7, 2019, via Resolution 2019-353 extending the term through June 30, 2023 and increasing the amount by $60,000 from $50,000 to a new total amount of $90,000.
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City Council, November 14, 2023
Second Amendment Community Reinvestment Fund Agreement
DISCUSSION:
The City of Modesto currently utilizes CRF to manage its current loan portfolio of three hundred (300) loans with an approximate value of twenty-eight million dollars ($28,000,000).
The current terms of the CRF contract include:
New loan set-up
o includes initial loan boarding and quality control review Standard Servicing
o Regular billing based on the appropriate amortization schedule o Standard collections and past due management for up to 90 days o Day to day frontline customer service
o Standardized reporting to the City including program income transfer o Issuing of City approved pay-off demands
Monitoring and Compliance
o Insurance Tracking
o Occupancy Verification
The services are offered at a current rate of $2,000- $2,500 per month, depending on the loan movement for the month. The CRF keeps its fees and then remits the remaining balance to the City in the form of program income based on the payments made each month.
The City was notified this month that CRF will no longer be providing consumer loan services.
As staff started to research alternative options for loan servicing it was noted that not only did the contract expire, but as of October 1, 2023, the current contract has been expended by $6,000 more than the amount authorized by City Council in its first amendment.
The issue identified in tracking this agreement is due to the CRF method of remittance. This means that there is no invoice that draws against the value of the contract. To ensure that there is not a lapse in service to the community, staff is recommending a second amendment to the current agreement that would increase the contract by $60,000 from $90,000 for a new total not to exceed $150,000, extending the agreement dates from June 30, 2023 to June 30, 2024.
Moving forward, staff will implement the tracking of the monthly expense reports in order to maintain contract compliance while the City goes through a formal Request for Proposal process to seek a new loan servicer.
Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to follow formal bid procedures. However, amendments to existing contracts are exempt from formal bidding pursuant to Municipal Code Section 8-3.204(e) where the Purchasing Manager, in his or her discretion, determines that the term of an existing agreement should be extended for a period of no greater than one (1) year to allow the City to complete a formal bidding process for a longterm agreement or to avoid disruption to City projects or services. Based on the need for continued service to the community while a new loan service is identified, this amendment is exempt from formal bidding.
FISCAL IMPACT:
The loan servicing fees are paid from the monthly loan repayments and reduce the amount of program income the City receives each month. CRF charges a service amount based on the amount of loan repayments received each month. The proposed amendment will increase the #13..
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City Council, November 14, 2023
Second Amendment Community Reinvestment Fund Agreement
agreement by $60,000, from $90,000 to an amount not to exceed $150,000. There is no impact to the General Fund.
COMMITTEE RECOMENDATION:
On October 12, 2023, the Citizens Housing and Community Development Committee met and approved the contract amendment and recommended to forward to Council for approval.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving a Second Amendment increasing the Agreement amount with Community Reinvestment Fund, USA (CRF), for continued Loan Servicing of Community Development Funded Loans by $60,000 from $90,000 to a new total amount of $150,000 and extending the term of the Agreement from June 30, 2023 to June 30, 2024 and authorize the City Manager or his designee to execute the Amendment.
Approved by:
Jessica Hill, Director of Community
and Economic Development
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. Agreement with Community Reinvestment Fund – Second Amendment
3. Exhibit B Duties of Servicer
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11/14/2023/CED/EGarcia/Item XX 1 2023-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION APPROVING A SECOND AMENDMENT INCREASING THE
AGREEMENT AMOUNT WITH COMMUNITY REINVESTMENT FUND, USA
(CRF), FOR CONTINUED LOAN SERVICING OF COMMUNITY
DEVELOPMENT FUNDED LOANS BY $60,000 FROM $90,000 TO A NEW TOTAL AMOUNT OF $150,000 AND EXTENDING THE TERM OF THE
AGREEMENT FROM JUNE 30, 2023 TO JUNE 30, 2024 AND AUTHORIZE THE
CITY MANAGER OR HIS DESIGNEE TO EXECUTE THE AMENDMENT
WHEREAS, as a HUD entitlement community, the City receives a formula grant allocation each year for the following type of funding: Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Emergency Solutions Grant (ESG) funds; and
WHEREAS, this funding is allocated to eligible projects for the City’s Affordable Housing and Homeowner Repair programs; and
WHEREAS, in order to manage the loan portfolio, the City has contracted with the Community Reinvestment Fund (CRF) since 1994 as a loan servicer to maintain loan portfolio by serving as the frontline customer service agency and collects regular payments and pay-offs; and
WHEREAS, the City receives program income from these outstanding loans monthly that is utilized for eligible programs; and
WHEREAS, the current contract that was originally negotiated in 1994 was amended on August 7, 2019, by Resolution 2019-353 extending the term through June 30, 2023 and increasing the amount by $60,000 from $50,000 to a new total amount of $90,000; and
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11/14/2023/CED/EGarcia/Item XX 2 2023-XX
WHEREAS, the City of Modesto has a current managed loan portfolio of three hundred (300) loans with an approximate value of twenty-eight million dollars ($28,000,000); and
WHEREAS, the current terms of the CRF contract include new loan set-up, frontline customer service, monitoring, and compliance; and WHEREAS, the services are offered at a current rate of $2,000- $2,500 per month; and
WHEREAS, in the current terms the CRF keeps its fees and then remits the remaining balance to the City in the form of program income; and WHEREAS, the City was notified this month that CRF will no longer be providing consumer loan services and Staff started to research alternative option for loan servicing it was noted that not only did the contract expire, but as of October 1, 2023, the current contract has been expended by $6,000 more than the amount authorized by City Council in its first amendment; and
WHEREAS, the issue identified in tracking this agreement is due to the CRF method of remittance meaning that there is no invoice that draws against the value of the contract; and
WHEREAS, to ensure that there is not a lapse in service to the community, staff is recommending a third amendment to the current agreement that would increase the contract by $60,000 from $90,000 for a new total not to exceed $150,000, extending the agreement dates from June 30, 2023 to June 30, 2024; and #13..
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11/14/2023/CED/EGarcia/Item XX 3 2023-XX
WHEREAS, along with rigorous tracking of the monthly expense tracking reports in order to maintain contract compliance while the City goes through an formal request for proposal to seek a new loan servicer; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to follow formal bid procedures. However, amendments to existing contracts are exempt from formal bidding pursuant to Municipal Code Section 8-3.204(e) where the Purchasing Manager, in his or her discretion, determines that the term of an existing agreement should be extended for a period of no greater than one (1) year to allow the City to complete a formal bidding process for a long-term agreement or to avoid disruption to City projects or services; and
WHEREAS, based on the need for continued service to the community while a new loan service is identified, this amendment is exempt from formal bidding.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Second Amendment increasing the agreement amount with Community Reinvestment Fund (CRF), for continued loan servicing of HUD funded loans by $60,000 from $90,000 to a new total amount of $150,000 and extending the term of the agreement from June 30, 2023 to June 30, 2024.
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.
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of November, 2023, by Councilmember ?, who moved #13..
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11/14/2023/CED/EGarcia/Item XX 4 2023-XX
its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ATTEST:
DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: _______________________________
JOSE M. SANCHEZ, City Attorney
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1 SECOND AMENDMENT TO STANDARD CONSULTANT AGREEMENT
WITH COMMUNITY REINVESTMENT FUND
This Second Amendment (“Second Amendment”) is made to the Agreement entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and “Community Reinvestment Fund, Inc., A Minnesota Corporation” (hereinafter “Contractor”) entered into by the parties on May 1, 2015 (the “Agreement”), hereinafter referred to as “Original Agreement” and amended by a First Amendment (“First Amendment” on September 1, 2019.
RECITALS
This Second Amendment to Agreement for Consultant Services is made with regard to the following recitals:
1. The Parties desire to extend the term of the Agreement to June 30, 2024.
2. The Parties desire to increase the maximum compensation provided to Consultant by $60,000, for a new total amount not to exceed $150,000.
NOW, THEREFORE, in consideration of this Second Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Consultant Services and this Amendment to Agreement, the parties agree as follows:
1. Each of the recitals set out above is factually true and correct.
2. Section 2 “TERM OF AGREEMENT” of the Original between the parties shall be modified as follows:
This Agreement is effective as of May 1, 2015, and will continue in effect until June 30, 2024
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2 3. Section 2 “COMPENSATION” of the Original between the parties shall be modified as follows:
Consultant agrees and accepts the following as full remuneration not to exceed One Hundred Fifty Thousand dollars ($150,000) for performing all services and furnishing all staffing and materials called in Exhibit “D”: and for performance by contractor of all of its duties and obligations under this Agreement. The Compensation shall be paid in the manner and at the times set forth below in Exhibit “D”. Pricing shall remain firm.
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment to Agreement for Consultant Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution 2023- , adopted by the Council of the City of Modesto on the 14th day of November, 2023 and Community Reinvestment Fund, Inc., a Minnesota Corporation. has caused this Agreement to be duly executed in duplicate as of the Effective Date.
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Exhibit B
DUTIES OF SERVICER
City of Modesto
NEW LOAN SET UP
• Loan Boarding- Servicer will receive loan information from Client in an agreed upon format for boarding the loan into the Servicer’s servicing system. Within 3 days of receipt, Servicer will board the new loan using the information provided.
• Quality Control Review-the loan will be reviewed prior to activation to verify the servicing system matches the terms of the promissory note.
• Welcome Letter-A welcome letter will be sent to the borrower upon loan setup. This letter shall include the toll free customer service number as well as an email address that are available for the borrower to use should they have a question regarding their loan. Customer service is available from 8:00 AM to 4:30 PM Monday through Friday. An ACH form is included in the letter for the borrower to complete and return to CRF if they would like their payments drafted automatically. The letter will also contain instructions for the borrower to receive access to loan portal where they have access to all their loan information and ability to make payments.
STANDARD SERVICING –AMORTIZING
• Billing- Borrowers with loans that have regularly scheduled payments will receive billing statements on a monthly basis or appropriate frequency based on terms of the promissory note. • Collection of Loan payments-Servicer shall collect payments of principal, interest and any appropriate fees.
• Customer Service- Servicer shall provide customer service from 8:00AM – 4:30 PM CST. The customer service team is available through the toll free phone number or email at [email protected].
Borrowers will receive a response within one (1) business day. Borrowers are able to view loan information on loan portal as well as schedule payments.
• Past Due Collections- Servicer will make reasonable efforts to maintain loans in a current status and will deal promptly who are delinquent. Servicer will deal with loan defaults as directed by the Client. • Reporting- Servicer will provide standard monthly reporting to client on the 1st business day of the month.
The standard reports are as listed:
o Loan Trial Balance
o Aged Delinquency
o Principal and Interest Collections
o New Loan
o Paid Loan
Special reports may be added at an additional cost for programming. • IRS Reporting-Servicer shall provide borrowers with the required IRS annual tax reporting. • Funds Remittance-Servicer shall remit collected funds less servicing fee to client by the 10th business day of the month. Late charges will be retained by Servicer. Funds will be remitted via ACH. An invoice will be distributed detailing the servicing fees.
STANDARD SERVICING-DEFERRED
• Collection of Loan payments-Servicer shall collect payments of principal and interest if any funds are received.
• Customer Service- Servicer shall provide customer service from 8:00AM – 4:30 PM CST. The customer service team is available through the toll free phone number or email at [email protected]. #13..
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Borrowers will receive a response within one (1) business day. Borrowers are able to view loan information on loan portal as well as schedule payments.
• Reporting- Servicer will provide standard monthly reporting to client on the 1st business day of the month.
The standard reports are as listed:
o Loan Trial Balance
o Aged Delinquency
o Principal and Interest Collections
o New Loan
o Paid Loan
• Funds Remittance-Servicer shall remit collected funds less servicing fee to client by the 10th business day of the month. Late charges will be retained by Servicer. Funds will be remitted via ACH. An invoice will be distributed detailing the servicing fees.
ESCROW MANAGEMENT
• Servicer shall process payments for insurance and/or real estate taxes in a timely manner from the borrowers escrow balance. Servicer shall provide annual escrow analysis statements
REAL ESTATE TAXES MONITORING
• Servicer shall monitor that Real Estate taxes have been reported as paid in a timely manner; either of its own accord, or through a third party service.
INSURANCE MONITORING
• Servicer shall monitor insurance coverage expiration, and request renewal certificate of insurance from borrowers, with the intent of helping ensure insurance coverage is in place and that the Client is named as insured; either of its own accord, or through a third party service.
PAYOFF PROCESSING/FINAL TRANSACTION/SPECIAL PROCESSING TRANSACTIONS • A final Transaction is run to remove loan from the servicing system. The transactions may include but are not limited to; a payoff, charge-off, foreclosure, servicing release or any other transaction that is processed on a loan that is no longer an active loan on the servicing system.
ADDITIONAL SERVICES
OCCUPANCY/HOMESTEAD VERIFICATION
• Servicer shall verify per the requirements of the Clients specific loan program if the borrower is still living in the home and/or has the property homesteaded.
SPECIAL REPORT PROGRAMMING
• Optional reports may be requested by Client and agreed to by Servicer. These reports will be programmed and provided on a frequency as requested by Client and agreed to by Servicer. • This service is provided based on an hourly rate. The Client acknowledges that Servicer shall advise the Client of estimated time required for the programming, testing and scheduling of such report, and that Client is responsible for the costs of design, programming and provision of such reports.
SPECIAL REPORT DISTRIBUTION
• If a special report built per Clients request requires any type of regular or periodic maintenance or manual intervention to maintain it, then such report(s) will be billed to Client based on an hourly rate. #13..
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SPECIAL PROJECT WORK
• Any additional work that Client may request of Servicer that is not included in the Servicing contract or otherwise described in an exhibit or addendum to the contract. This may include activities such as audit preparation, reconciliation or special mailing preparation and distribution.
NON STANDARD SERVICING ACTIVITIES
• Any activities not included in the standard servicing activities that may be required by the Client are described below:
o [Insert description]
o [Insert description]
o [Insert description]
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
November 14, 2023
Date: October 25, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services Department / City Engineer SUBJECT: Accept Woodglen Subdivision Village Two and Five Improvements CONTACT: Toby Wells, Director of Engineering Services Department / City Engineer, [email protected], 209-571-5542
DESCRIPTION:
Consider accepting the Public Improvements of Woodglen Subdivision Village Two and Woodglen Subdivision Village Five located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road and releasing securities upon expiration of statutory periods. (Funding:
Not Applicable)
STRATEGIC PLAN ELEMENT:
Approval of this phase of a residential development is consistent with the City Council’s 2020- 2025 Strategic Plan, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.
BACKGROUND:
Fitzpatrick Land Development, LLC, the developer, filed an application for a Tentative Subdivision Map, referred to as “Woodglen Subdivision Map” to divide 80.8 acres within the Woodglen Specific Plan Area located an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road.
On June 3, 2019, by Planning Commission Resolution No. 2019-20, the Planning Commission approved the Tentative Subdivision Map to facilitate 367 single-family residential lots, two open space/storm basin lots, one park lot, and 10 landscape lots.
Modesto Roselle, LLC, the owner of Woodglen Subdivision Village Two Subdivision requested to divide 9.2 acres to create 55 single-family residential lots, and approximately 2.2 acres of rightof-way offered for dedication on the subject property.
In addition, Modesto Roselle, LLC, who also owns Woodglen Subdivision Village Five requested to divide 8.3 acres to create 76 single-family lot, and approximately 1.7 acres of right-of-way offered for dedication on the subject property.
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City Council, November 7, 2023
Accept Woodglen Subdivision Village Two and Five Improvements
On March 8, 2022, by Resolution 2022-117 (Village Two) and 2022-119 (Village Five), the Woodglen Subdivision Village Two and Woodglen Subdivision Village Five Subdivision Maps were approved, and the Subdivision Agreement for each map was executed by the parties.
DISCUSSION:
The public improvements constructed for the subdivision have been completed. These improvements include water mains, sanitary sewer mains, storm drainage facilities, street trees, sidewalk and Americans with Disabilities Act (ADA) ramps, streets, curbs and gutters, and streetlights in accordance with City standards and specifications as shown on the as-built improvement plans.
The owner, Modesto Roselle, LLC, has requested that the improvements be accepted and the securities be released. The improvements have been completed to the satisfaction of the City Engineer, who certifies that the work has been satisfactorily completed, and all fees have been paid.
Once Council accepts the improvements, the following steps will need to be taken.
1. City Clerk files Notice of Completion with County Recorder.
2. City Clerk releases Performance Security immediately after filing Notice of Completion, and releases Labor & Materials Securities 60 days after filing Notice of Completion, if no claim is made thereon.
3. City Clerk releases Warranty Security one year and one day after acceptance, if no claim is made thereon and the city approves the new improvements.
FISCAL IMPACT:
The developer, Modesto Roselle, LLC, has paid for the improvements to be constructed and provided them to the City as part of the conditions of approval for the project. The City has not funded these capital improvements; however, in accordance with governmental accounting principles, they will be accounted for as a City general fixed asset.
The following securities as required by the Modesto Municipal Code Section 4-4.605 are in place with the City Clerk’s Office:
A Faithful Performance security is required to secure faithful performance of the improvements that have not yet been completed. This security is required in an amount of 100% of the total estimated cost of the remaining improvements to be constructed. A Payment security is required to ensure payment of the contractor, his/her subcontractors and to persons renting equipment or furnishing labor or materials to the improvements that have not yet been completed. This security is required in an amount of 50% of the total estimated cost of the remaining improvements to be constructed. A Warranty security is required to guarantee and warrant subdivision improvements for a period of one (1) year following completion and acceptance thereof against any defective work done, or defective materials furnished. This security is required prior to approval of the improvements in an amount of 10% of the estimated cost of improvements to be performed.
The securities on file with the City Clerk’s Office are based on the total Engineer’s Estimate of $920,265.78 (Village Two) and $1,052,782.23 (Village Five) for the value of all improvements to #14..
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City Council, November 7, 2023
Accept Woodglen Subdivision Village Two and Five Improvements
be constructed for Woodglen Subdivision Village Two and Woodglen Subdivision Village Five subdivisions.
COMMITTEE RECOMMENDATION:
This item is not required to be reviewed by Council Committee, because it is common practice that Final Maps, are certified by the Secretary of the Planning Commission.
CEQA/NEPA REQUIREMENTS:
This action is exempt from CEQA under Section 15268(b)(3), which exempts ministerial actions.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution accepting the Public Improvements for Woodglen Subdivision Village Two, located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road, authorizing the City Clerk to file a Notice of Completion with the Stanislaus County Recorder’s Office, and to release securities upon expiration of statuary periods.
Resolution accepting the Public Improvements for Woodglen Subdivision Village Five, located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road, authorizing the City Clerk to file a Notice of Completion with the Stanislaus County Recorder’s Office, and to release securities upon expiration of statuary periods.
Approved by:
Toby Wells, Director of ESD / City Engineer
Joseph P. Lopez, City Manager
Attachments:
1. Resolutions (2)
2. Subdivision Bonds
3. Notice of Completion
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11/14/2023/ESD/TWells/Item X 1 2023-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION ACCEPTING THE PUBLIC IMPROVEMENTS FOR
WOODGLEN SUBDIVISION VILLAGE TWO, LOCATED AT AN AREA
BOUNDED BY PELANDALE AVENUE, CARVER ROAD, BANGS AVENUE,
AND TULLY ROAD, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER’S
OFFICE, AND TO RELEASE SECURITIES UPON EXPIRATION OF
STATUARY PERIODS
WHEREAS, Fitzpatrick Land Development, LLC, a California limited liability company (“SUBDIVIDER”), has developed a tract of land consisting of 80.8 acres being subdivided into 367 residential lots, two open spaces/storm basin lots, one park lot, and ten landscape lots situated in the City of Modesto, known as the WOODGLEN SUBDIVISION; and
WHEREAS, Modesto Roselle, LLC, the owner of Woodglen Subdivision Village Two, has requested to divide 9.2 into 55 single-family residential lots, and approximately
2.2 acres of right-of-way offered for dedication; and
WHEREAS, the City Engineer has verified that all required PUBLIC IMPROVEMENTS for this project have been satisfactorily completed and all inspection fees have been paid; and
WHEREAS, City crews will assume maintenance responsibilities upon acceptance of the PUBLIC IMPROVEMENTS, which includes the water main, sanitary sewer main, storm drainage facilities, landscape and irrigation, street trees, sidewalk and ADA ramps, streets, curbs and gutters, and street lights; and WHEREAS, pursuant to the Subdivision Agreement, SUBDIVIDER has filed a Faithful Performance Bond in the amount of $920,265.78 for WOODGLEN SUBDIVISION VILLAGE TWO; and
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11/14/2023/ESD/TWells/Item X 2 2023-XX
WHEREAS, pursuant to the Subdivision Agreement, SUBDIVIDER has filed a Payment Bond in the amount of $460,132.89 for WOODGLEN SUBDIVISION VILLAGE TWO; and
WHEREAS, pursuant to the Subdivision Agreement, SUBDIVIDER has filed a Warranty Bond in the amount of $92,026.58 for WOODGLEN SUBDIVISION VILLAGE TWO; and
WHEREAS, the owner of WOODGLEN SUBDIVISION VILLAGE TWO has requested that the PUBLIC IMPROVEMENTS be accepted and the securities be released, and
WHEREAS, the City Engineer has indicated that it would be in order for the City Council to accept said PUBLIC IMPROVEMENTS as complete and has certified that the work covered has been satisfactorily completed.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto accepting the PUBLIC IMPROVEMENTS for Woodglen Subdivision Village Five, located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road and authorizing the City Clerk to file a Notice of Completion with the Stanislaus County Recorder’s Office.
BE IT FURTHER RESOLVED that the City Clerk is hereby authorized to release the securities upon expiration of statuary periods.
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11/14/2023/ESD/TWells/Item X 3 2023-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of November, 2023, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ATTEST:____________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: __________________________________
JOSE M. SANCHEZ, City Attorney
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11/14/2023/ESD/TWells/Item X 1 2023-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION ACCEPTING THE PUBLIC IMPROVEMENTS FOR
WOODGLEN SUBDIVISION VILLAGE FIVE, LOCATED AN AREA BOUNDED
BY PELANDALE AVENUE, CARVER ROAD, BANGS AVENUE, AND TULLY
ROAD, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF
COMPLETION WITH THE STANISLAUS COUNTY RECORDER’S OFFICE,
AND TO RELEASE SECURITIES UPON EXPIRATION OF STATUARY
PERIODS
WHEREAS, Fitzpatrick Land Development, LLC, a California limited liability company (“SUBDIVIDER”), has developed a tract of land consisting of 80.8 acres being subdivided into 367 residential lots, two open spaces/storm basin lots, one park lot, and ten landscape lots situated in the City of Modesto, known as the WOODGLEN SUBDIVISION; and
WHEREAS, Modesto Roselle, LLC, the owner of Woodglen Subdivision Village Five, has requested to divide 8.3 into 76 single-family residential lots, and approximately
1.7 acres of right-of-way offered for dedication; and
WHEREAS, the City Engineer has verified that all required PUBLIC IMPROVEMENTS for this project have been satisfactorily completed and all inspection fees have been paid; and
WHEREAS, City crews will assume maintenance responsibilities upon acceptance of the PUBLIC IMPROVEMENTS, which includes the water main, sanitary sewer main, storm drainage facilities, landscape and irrigation, street trees, sidewalk and ADA ramps, streets, curbs and gutters, and street lights; and WHEREAS, pursuant to the Subdivision Agreement, SUBDIVIDER has filed a Faithful Performance Bond in the amount of $1,052,782 for WOODGLEN SUBDIVISION VILLAGE FIVE; and
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11/14/2023/ESD/TWells/Item X 2 2023-XX
WHEREAS, pursuant to the Subdivision Agreement, SUBDIVIDER has filed a Payment Bond in the amount of $526,391 for WOODGLEN SUBDIVISION VILLAGE FIVE; and
WHEREAS, pursuant to the Subdivision Agreement, SUBDIVIDER has filed a Warranty Bond in the amount of $105,278 for WOODGLEN SUBDIVISION VILLAGE FIVE; and
WHEREAS, the owner of WOODGLEN SUBDIVISION VILLAGE FIVE has requested that the PUBLIC IMPROVEMENTS be accepted and the securities be released, and
WHEREAS, the City Engineer has indicated that it would be, in order, for the City Council to accept said PUBLIC IMPROVEMENTS as complete and has certified that the work covered has been satisfactorily completed.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto accepting the PUBLIC IMPROVEMENTS for Woodglen Subdivision Village Five, located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road and authorizing the City Clerk to file a Notice of Completion with the Stanislaus County Recorder’s Office.
BE IT FURTHER RESOLVED that the City Clerk is hereby authorized to release the securities upon expiration of statuary periods.
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11/14/2023/ESD/TWells/Item X 3 2023-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of November, 2023, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ATTEST:____________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: __________________________________
JOSE M. SANCHEZ, City Attorney
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Requested by
City of Modesto/City Clerk’s Office
Return to City of Modesto/City Clerk’s Office:
PO Box 642
Modesto CA 95353
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the City of Modesto, PO Box 642, Modesto, California 95353, a Municipal Corporation in the County of Stanislaus, State of California, entered into an agreement dated March 9, 2022, with Modesto Roselle, LLC, 1701 W March Lane, Suite D, Stockton, CA 95207, subdivider of Woodglen Village Two, a tract of land consisting of 9.2 acres located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road in the City of Modesto, County of Stanislaus, State of California, for the construction of the following improvements in the said subdivision:
Subdivision Public Improvements:
1. Water Mains
2. Sanitary Sewer Mains
3. Storm Drainage Facilities
4. Landscape and Irrigation
5. Street Trees
6. Sidewalk and ADA ramps
7. Streets
8. Curbs and Gutters
9. Street Lights
that the construction of the above improvements was actually completed by the subdivider of Woodglen Village Two Subdivision and accepted by the Council of the City of Modesto at a regular meeting of the Council held on November 14, 2023.
CITY OF MODESTO
By
Diane Nayares-Perez, City Clerk
I certify under penalty of perjury that the foregoing is true and correct.
Date: November 14, 2023 By
Modesto, CA Diane Nayares-Perez, City Clerk
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Requested by
City of Modesto/City Clerk’s Office
Return to City of Modesto/City Clerk’s Office:
PO Box 642
Modesto CA 95353
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the City of Modesto, PO Box 642, Modesto, California 95353, a Municipal Corporation in the County of Stanislaus, State of California, entered into an agreement dated March 9, 2022, with Modesto Roselle, LLC, 1701 W March Lane, Suite D, Stockton, CA 95207, subdivider of Woodglen Village Five, a tract of land consisting of 8.3 acres located at an area bounded by Pelandale Avenue, Carver Road, Bangs Avenue, and Tully Road in the City of Modesto, County of Stanislaus, State of California, for the construction of the following improvements in the said subdivision:
Subdivision Public Improvements:
1. Water Mains
2. Sanitary Sewer Mains
3. Storm Drainage Facilities
4. Landscape and Irrigation
5. Street Trees
6. Sidewalk and ADA ramps
7. Streets
8. Curbs and Gutters
9. Street Lights
that the construction of the above improvements was actually completed by the subdivider of Woodglen Village Five Subdivision and accepted by the Council of the City of Modesto at a regular meeting of the Council held on November 14, 2023.
CITY OF MODESTO
By
Diane Nayares-Perez, City Clerk
I certify under penalty of perjury that the foregoing is true and correct.
Date: November 14, 2023 By
Modesto, CA Diane Nayares-Perez, City Clerk
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
November 14, 2023
Date: October 10, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Monthly Investment Report – July 2023
CONTACT: Calogero Maniscalco, Senior Financial Analyst
[email protected], 209-577-5219
DESCRIPTION:
Consider accepting the Monthly Investment Report for July 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 July 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 July 31, 2023 the City had a closing market value of $433,138,009 in its investment portfolio. #15..
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City Council, November 14, 2023
Monthly Investment Report – July 2023
FISCAL IMPACT:
In July, the approximate yield of the City’s combined investments was 2.94% (see attachment 3) on a weighted average. For the portfolio of securities alone, the yield to maturity on cost was
2.35%. For comparative purposes, the yields (as of July 31, 2023) of other investments commonly used by public agencies are listed below:
Local Agency Investment Fund: 3.31%
1-Year U.S. Treasury Note: 5.45%
2-Year U.S. Treasury Note: 4.93%
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:
N/A
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Motion accepting the Monthly Investment Report for July 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 48,186,347
Federal Agency 20 35,717,317
Federal Home Loan Bank 1 2,194,814
Federal Home Loan Mortgage Co. 4 5,843,923
Federal Nat’l Mortgage Assc. 15 27,678,579
Federal Agency CMO 5 12,510,577
U.S. Treasury 63 239,059,443
Commercial Paper 2 20,673,633
Negotiable CD 2 6,775,932
Corporate Note 24 51,851,346
Asset-Backed 10 5,518,319
Municipal 10 7,210,150
Supranational 2 5,634,945
Total Invested 139 433,138,009
Sector Allocation
July 31, 2023 versus June 30, 2023
Sector July 31, 2023 June 30, 2023 Change in Allocation Permitted by Policy
U.S. Treasury 55.2% 55.3% -0.1% 100%
Federal Agency 8.2% 9.4% -1.1% 100%
Federal Agency CMO 2.9% 0.7% 2.2% 100%
Commercial Paper 4.8% 7.2% -2.4% 25%
Negotiable CD 1.6% 0.8% 0.8% 30%
Corporate Note 12.0% 11.9% 0.1% 30%
Asset-Backed 1.3% 0.8% 0.5% 20%
Municipal 1.7% 1.7% 0.0% 100%
Supranational 1.3% 1.3% 0.0% 30%
CAMP 11.1% 11.1% -0.1% 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
The Federal Reserve (Fed) increased the overnight federal funds rate by 0.25% at its July meeting, to a new target range of 5.25% to 5.50%. Fed Chair Jerome Powell highlighted that the Fed is no longer forecasting a U.S. recession and said that “we do have a shot” for inflation to return to target without high levels of job losses. Non-farm payrolls increased by 187,000 in July, and the unemployment rate fell slightly to 3.5%. Treasury yields across the curve are at their highest levels in 2 years. Corporate spreads have continued to narrow from mid-March wides, but the sector continues to offer good value. In the Long-Term portfolio, we made purchases across multiple sectors including Treasury notes/bills, agency CMBS, ABS, corporate notes, and negotiable CD’s. These replaced primarily short duration Treasury and agency notes that were sold or that had matured. In the Short-Term Portfolio we purchased two Treasury notes replacing a Treasury and commercial paper security that matured over the month. #15..
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PERFORMANCE
U.S. Treasury yields were a tale of three curves during July as short- and long-term tenors increased 10 to 20 basis points (bps) over the month, while intermediate-term maturities (one to five years) were relatively unchanged. With rates staying relatively unchanged on the front-end, both the Long-Term Portfolio and its benchmark returned positive total return performance during the period. The Long-Term Portfolio performed relatively in line with the benchmark over the month and since inception 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
July 31, 2023
1 Month Trailing
12 Months
Trailing 36
Months
Trailing 60
Months
Since
Inception5
City of Modesto Investment Portfolio1,2,3 0.27% -0.38% -1.37% 1.27% 1.93% Modesto Performance Benchmark40.30% -0.79% -1.74% 0.90% 1.64% Average Portfolio Yields
July 31, 2023
Past
Month
Past 3
Months
Past
Year
Past 3
Years
Past 5
Years
City of Modesto Investment Portfolio 2.35% 2.20% 1.94% 1.67% 1.98% City of Modesto Short-Term Portfolio 5.28% 5.23% 4.33% - - $95.9
$20.1
$84.1
$108.8
$43.6
$80.6
$-
$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
July 31, 2023
#15..
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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
0.14%
Fiscal Year-to-Date Income Return
0.14%
Prior 12 Months Income Return
1.40%
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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
248
217217
281
185
187
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
Jul-23
Thousands
Monthly Change In
Nonfarm Payrolls
1.8 million in
2023
Source: Bloomberg, as of July 2023. Data is seasonally adjusted.
Economic Summary
July Jobs Report Shows Solid Labor Market
April 20
14.7%
Jul 23
3.5%
0%
2%
4%
6%
8%
10%
12%
14%
16%
2019 2020 2021 2022
Unemployment Rate
Record 7.2 million
new jobs in 2021
4.8 million new
jobs in 2022
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Source: Bloomberg, University of Michigan Consumer Sentiment and underlying index components, as of July 2023.
Economic Summary
Consumer Sentiment Rises to Highest Since 2021 As Prices Ease 50 60
70 80
90 100
110
120
2013 2015 2017 2019 2021 2023
Index Value (1996=100)
Consumer Sentiment Index
0%
1%
2%
3%
4%
5%
6%
2013 2015 2017 2019 2021 2023
Median Price Increase
Expected Change in Prices During Next Year
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Source: ICE BofAML 1-5 year Indices via Bloomberg, MarketAxess and PFMAM as of 07/31/2023. 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
Corporate and Asset Backed Sector Spreads Continue to
Tighten While Agency Spreads Remain Volatile
-0.05%
0.00%
0.05%
0.10%
0.15%
0.20%
0.25%
0.30%
0.35%
Jul-22 Oct-22 Jan-23 Apr-23 Jul-23
Federal Agency Yield Spreads
0.50%
0.60%
0.70%
0.80%
0.90%
1.00%
1.10%
1.20%
Jul-22 Oct-22 Jan-23 Apr-23 Jul-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%
Jul-22 Oct-22 Jan-23 Apr-23 Jul-23
Asset-Backed Securities AAA Yield Spreads
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Treasury Yields Continue On Their Path Upward
Source: Bloomberg as of 07/31/2023.
Economic Summary
5.45%
5.38%
4.52%
3.96% 4.01%
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
July 31, 2023
June 30, 2023
March 31, 2023
#15..
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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
#15..
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For the Month Ending July 31, 2023
Account Statement
Consolidated Summary Statement
CITY OF MODESTO
Investment Allocation
Investment Type Closing Market Value Percent
Asset-Backed Security 5,518,318.78 1.27
Federal Agency Bond / Note 35,717,316.55 8.25
Corporate Note 51,851,346.40 11.98
Certificate of Deposit 6,775,932.17 1.56
Federal Agency Commercial Mortgage-Backed Security 12,510,576.63 2.89 Commercial Paper 20,673,633.04 4.77
Municipal Bond / Note 7,210,150.10 1.66
Supra-National Agency Bond / Note 5,634,945.35 1.30
U.S. Treasury Bond / Note 239,059,443.36 55.20
CAMP Pool 48,186,346.94 11.12
Total $433,138,009.32 100.00%
Portfolio Summary
and Income
Closing
Portfolio Holdings Market Value
Cash Dividends
PFMAM Managed Account 111,063.48 384,951,662.38
CAMP Pool 0.00 48,186,346.94
Total $111,063.48 $433,138,009.32
Maturity Distribution (Fixed Income Holdings)
Portfolio Holdings Closing Market Value Percent
58,470,234.68
12,612,836.76
12,677,386.45
12,127,846.76
20,121,914.58
84,107,188.60
109,093,931.68
43,592,554.58
80,334,115.23
0.00 13.49
2.91 2.93
2.80 4.65
19.42 25.19
10.06 18.55
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 $433,138,009.32
787
100.00%
Weighted Average Days to Maturity
Sector Allocation
1.27% ABS
8.25%
Fed Agy Bond /
Note
11.98%
Corporate Note
1.56%
Cert of Deposit
2.89%
Federal Agency
Commercial
Mortgage-Backed
Security
4.77%
Commercial Paper
1.66%
Muni Bond / Note
1.30%
Supra-National
Agency Bond / Note 55.20%
US TSY Bond / Note
11.12%
CAMP Pool
Summary Page 1
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For the Month Ending July 31, 2023
Account Statement
Consolidated Summary Statement
CITY OF MODESTO
and Income
Closing Market
Value
Change in
Account Name Value Deposits Maturities Trades Value
Account
Number
Opening Market Purchases / Redemptions / Sales/ Unsettled Cash Dividends 57710050 CITY OF MODESTO 342,327,981.56 31,606,963.97 (30,871,233.36) 0.00 468,760.40 343,532,472.57 (150,819.05) 57710062 CITY OF MODESTO SHORT-TERM 41,275,767.88 20,720,991.02 (20,760,000.00) 0.00 182,430.91 41,419,189.81 261,882.53 Total $383,603,749.44 $52,327,954.99 ($51,631,233.36) $0.00 $651,191.31 $384,951,662.38 $111,063.48 Summary Page 2
#15..
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Managed Account Summary Statement For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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)
$342,327,981.56
(6,509,962.27)
(24,361,271.09)
31,606,963.97
0.00 468,760.40
$343,532,472.57
310,375.97
(52,313.08)
(408,881.94)
($150,819.05)
Total
360,659,807.46
1,569,431.47
24,420,741.38
6,512,125.40
248,742.55
(31,659,277.05)
(360,251,679.25)
(1,352,149.97)
Total Accrual Basis Earnings $147,741.99
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
6,295,163.13
24,420,741.38
248,742.55
216,962.27
(31,659,277.05)
2,897.36
0.00 Cash Balance
Closing Cash Balance $326,223.33
Account 57710050 Page 1
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Portfolio Summary and Statistics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
Account Summary
Description Par Value Market Value Percent
U.S. Treasury Bond / Note 236,190,000.00 218,313,886.59 63.55 Supra-National Agency Bond / Note 5,885,000.00 5,634,945.35 1.64 Municipal Bond / Note 7,590,000.00 7,210,150.10 2.10
Federal Agency Commercial
Mortgage-Backed Security
12,746,381.46 12,510,576.63 3.64
Federal Agency Bond / Note 38,760,000.00 35,717,316.55 10.40 Corporate Note 53,945,000.00 51,851,346.40 15.09
Certificate of Deposit 6,855,000.00 6,775,932.17 1.97
Asset-Backed Security 5,639,469.08 5,518,318.78 1.61
Managed Account Sub-Total 367,610,850.54 343,532,472.57 100.00% Accrued Interest 1,569,431.47
Total Portfolio 367,610,850.54 345,101,904.04
Unsettled Trades 0.00 0.00
Sector Allocation
1.61%
ABS
1.97%
Cert of Deposit
15.09%
Corporate Note
10.40%
Fed Agy Bond /
Note
3.64%
Federal Agency
Commercial
Mortgage-Backed
Security
2.10%
Muni Bond / Note
1.64%
Supra-National
Agency Bond / Note
63.55%
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
1.83%
5.86%
24.48%
31.76%
12.69%
23.38%
0.00%
Maturity Distribution Characteristics
Yield to Maturity at Cost
Yield to Maturity at Market
Weighted Average Days to Maturity 985
2.35%
4.77%
Account 57710050 Page 2
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Managed Account Issuer Summary For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
Credit Quality (S&P Ratings)
4.53%
A
4.91%
A+
1.59%
A3.58%
AA
79.32%
AA+
0.97%
AA4.35%
AAA
0.75%
NR
Issuer Summary
Issuer of Holdings Percent
Market Value
AMAZON.COM INC 4,844,559.30 1.41
APPLE INC 5,101,267.60 1.48
BANK OF AMERICA CO 1,949,495.85 0.57
Bank of America Corp 1,468,217.21 0.43
BRISTOL-MYERS SQUIBB CO 2,022,157.31 0.59
CALIFORNIA DEPARTMENT OF WATER RESOURCES 93,826.00 0.03 CALIFORNIA STATE UNIVERSITY 564,912.00 0.16
CARMAX AUTO OWNER TRUST 688,786.16 0.20
DEERE & COMPANY 2,568,349.88 0.75
DISCOVER FINANCIAL SERVICES 732,787.46 0.21
FANNIE MAE 31,543,476.04 9.17
FEDERAL HOME LOAN BANKS 2,194,814.34 0.64
FLORIDA STATE BOARD OF ADMIN FIN CORP 1,670,040.00 0.49 FREDDIE MAC 14,489,602.80 4.21
HOME DEPOT INC 3,358,036.44 0.98
HONDA AUTO RECEIVABLES 229,683.79 0.07
HYUNDAI AUTO RECEIVABLES 705,640.58 0.21
INTER-AMERICAN DEVELOPMENT BANK 3,874,111.61 1.13
INTL BANK OF RECONSTRUCTION AND DEV 1,760,833.74 0.51
JP MORGAN CHASE & CO 3,523,898.38 1.03
KUBOTA CREDIT OWNER TRUST 886,240.73 0.26
LOS ANGELES COMMUNITY COLLEGE DISTRICT 852,637.25 0.25
MASTERCARD INC 4,094,665.92 1.19
MICROSOFT CORP 5,686,380.00 1.66
NEW JERSEY TURNPIKE AUTHORITY 461,989.15 0.13
PACCAR FINANCIAL CORP 1,714,388.56 0.50
PFIZER INC 3,389,301.24 0.99
RABOBANK NEDERLAND 3,422,713.00 1.00
STATE OF CALIFORNIA 2,298,842.70 0.67
STATE OF MARYLAND 590,258.60 0.17
TARGET CORP 334,463.01 0.10
THE BANK OF NEW YORK MELLON CORPORATION 3,118,974.71 0.91 Account 57710050 Page 3
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Managed Account Issuer Summary For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
Issuer of Holdings Percent
Market Value
TORONTO-DOMINION BANK 3,353,219.17 0.98
TOYOTA MOTOR CORP 3,030,054.31 0.88
UNITED STATES TREASURY 218,313,886.59 63.54
UNIVERSITY OF CALIFORNIA 677,644.40 0.20
US BANCORP 2,823,978.30 0.82
WAL-MART STORES INC 5,098,338.44 1.48
Total $343,532,472.57 100.00%
Account 57710050 Page 4
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 04/15/2021 0.375% 04/15/2024
91282CBV2 2,520,000.00 AA+ Aaa 04/29/21 04/30/21 2,521,870.31 0.35 2,788.52 2,520,446.38 2,432,981.38
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 1,439.86 4,396,418.62 4,290,182.81
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 1.79 141.47 2,457,845.71 2,373,054.81
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 12,789.74 1,639,175.04 1,570,148.36
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 6,381.06 4,394,159.03 4,262,856.25
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 13,211.58 1,862,911.54 1,782,937.50
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 2,615.63 463,772.34 443,109.35
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 4,373.67 1,221,669.05 1,166,020.31
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 12,419.06 3,471,754.67 3,310,921.88
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 16,504.75 4,683,075.33 4,400,167.19
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 5,708.06 4,346,397.76 4,197,052.57
US TREASURY N/B NOTES
DTD 02/15/2022 1.500% 02/15/2025
91282CDZ1 2,300,000.00 AA+ Aaa 07/13/23 07/17/23 2,183,203.13 4.88 15,915.75 2,186,228.96 2,176,015.74
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 30,447.51 4,321,800.66 4,162,812.72
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 4,686.33 4,923,068.41 4,563,307.81 Account 57710050 Page 5
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 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 10,115.22 4,231,272.45 4,060,800.00
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 4,540.49 4,315,169.72 3,948,043.75
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 4,849.12 4,407,026.35 4,216,401.56
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 0.80 924.18 1,087,036.60 998,593.75
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 3,822.75 4,509,208.64 4,130,546.88
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 3,165.28 4,952,204.88 4,530,918.75
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 4,378.33 6,848,839.34 6,267,318.75
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 2,699.80 4,183,219.58 3,844,921.88
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 2,944.36 4,391,981.96 4,193,226.56
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 0.43 163.04 499,316.32 451,562.50
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 0.45 339.13 1,038,046.58 939,250.00
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 1,217.94 3,689,772.24 3,373,171.88
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 24.46 2,374,740.41 2,159,625.12
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 50.95 4,822,350.36 4,499,219.00 Account 57710050 Page 6
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 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 58.85 5,649,013.14 5,196,597.95
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 81.32 7,496,817.71 7,180,753.52
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 33,582.88 3,356,013.23 3,044,484.38
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 9,719.16 4,390,119.19 4,181,951.56
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 12,554.35 5,901,334.80 5,401,875.00
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 6,250.82 2,479,433.54 2,245,175.00
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 12,413.42 4,909,678.90 4,458,664.06
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 1,785.04 1,400,399.60 1,264,500.00
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 5,863.32 4,368,308.59 4,153,500.00
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 6,098.36 4,514,724.88 4,320,000.00
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 14,563.04 4,372,412.97 4,146,275.23
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 12,673.87 4,068,771.56 3,861,490.63
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 19,266.85 4,404,794.52 4,207,675.55
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 95,702.07 9,036,793.39 8,580,362.50 Account 57710050 Page 7
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 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 7,645.49 863,460.47 853,125.00
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 8,188.04 5,935,252.75 5,625,450.00
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 2,410.87 5,045,253.72 4,789,493.75
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 12,455.80 1,153,244.13 1,108,875.00
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 30,983.81 2,858,297.60 2,758,326.56
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 74,581.35 5,350,211.41 5,344,693.75
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 28,302.77 2,747,772.09 2,698,031.25
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 32,941.71 3,220,525.66 3,140,250.00
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 11,087.98 7,626,046.82 7,498,511.28
US TREASURY N/B NOTES
DTD 12/31/2022 3.875% 12/31/2027
91282CGC9 4,250,000.00 AA+ Aaa 06/01/23 06/05/23 4,266,933.59 3.78 14,320.65 4,266,355.62 4,184,921.88
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 3.52 211.14 2,218,341.30 2,153,400.00
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 70.31 3,040,135.96 2,960,531.25
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 47,288.04 2,796,191.45 2,799,839.98
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 49,715.22 2,934,293.50 2,943,548.59 Account 57710050 Page 8
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 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 10,733.09 2,311,408.24 2,235,625.00
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 32,587.86 2,672,321.74 2,608,960.94
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 29,365.76 3,305,344.75 3,220,400.00
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 57,758.56 6,558,387.13 6,334,100.00
US TREASURY N/B NOTES
DTD 06/30/2023 4.000% 06/30/2028
91282CHK0 4,100,000.00 AA+ Aaa 07/06/23 07/10/23 4,034,496.09 4.36 14,260.87 4,035,289.20 4,067,327.92 Security Type Sub-Total 236,190,000.00 227,273,497.50 2.43 864,180.71 229,525,658.49 218,313,886.59 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 0.32 832.85 1,789,595.82 1,760,833.74
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 7,280.00 4,093,841.52 3,874,111.61 Security Type Sub-Total 5,885,000.00 5,878,121.20 0.46 8,112.85 5,883,437.34 5,634,945.35 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 18,480.00 2,311,960.79 2,298,842.70
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 1,581.00 619,956.39 590,258.60
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 1,027.50 600,000.00 564,912.00
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 93.33 100,000.00 93,826.00 Account 57710050 Page 9
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
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 0.81 410.10 220,286.13 204,221.60
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 0.88 950.70 510,000.00 473,422.80
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 1.11 529.41 506,428.96 468,539.00
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 1,357.59 1,295,000.00 1,201,501.00
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 3,575.13 925,000.00 852,637.25
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 1.05 440.61 505,000.00 461,989.15 Security Type Sub-Total 7,590,000.00 7,640,416.25 1.22 28,445.37 7,593,632.27 7,210,150.10 Federal Agency Commercial Mortgage-Backed Security
FANNIEMAE-ACES
DTD 04/01/2014 3.346% 03/01/2024
3136AJB54 456,381.46 AA+ Aaa 12/13/19 12/18/19 478,558.74 2.14 1,272.54 459,458.83 450,086.69 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 2,402,998.33 2,358,260.41 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
3137HAD45 2,815,000.00 AA+ Aaa 07/19/23 07/27/23 2,814,929.63 4.78 11,206.05 2,814,929.83 2,785,387.64 FHMS K505 A2
DTD 07/01/2023 4.819% 06/01/2028
3137HACX2 3,500,000.00 AA+ Aaa 07/13/23 07/20/23 3,534,958.00 4.59 14,055.42 3,534,722.06 3,502,031.89 FNA 2023-M6 A2
DTD 07/01/2023 4.190% 07/01/2028
3136BQDE6 3,500,000.00 AA+ Aaa 07/18/23 07/31/23 3,440,664.06 4.58 12,220.83 3,440,697.08 3,414,810.00 Security Type Sub-Total 12,746,381.46 12,667,926.84 4.49 45,658.03 12,652,806.13 12,510,576.63 Federal Agency Bond / Note
Account 57710050 Page 10
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 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 3,791.67 3,538,027.63 3,325,745.50
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 4,506.67 642,997.62 605,440.64
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 3,522.08 2,365,991.37 2,194,814.34
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 0.59 816.41 475,253.49 440,492.20
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 3,282.81 1,913,457.29 1,771,242.32
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 5,491.40 3,192,726.72 2,962,889.64
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 5,749.22 3,345,859.67 3,101,992.44
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 0.42 122.22 200,281.84 183,902.20
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 0.40 656.94 1,077,015.52 988,474.32
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 0.36 727.22 1,193,051.22 1,094,218.09
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 2,245.83 3,672,138.94 3,379,202.93
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 2,334.45 3,826,520.76 3,512,532.02
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 0.48 231.25 2,215,635.95 2,030,347.62
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 0.49 731.25 448,923.26 410,054.85 Account 57710050 Page 11
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 08/27/2020 0.375% 08/25/2025
3135G05X7 550,000.00 AA+ Aaa 10/15/20 10/16/20 548,289.50 0.44 893.75 549,272.03 501,178.15
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 3,835.00 2,355,428.28 2,150,509.88
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 0.40 173.33 129,926.60 118,146.60
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 4,533.34 3,395,601.18 3,089,988.00
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 2,380.00 2,039,644.75 1,848,774.48
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 2,584.17 2,211,390.05 2,007,370.33 Security Type Sub-Total 38,760,000.00 38,868,702.00 0.56 48,609.01 38,789,144.17 35,717,316.55 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 27,995.79 2,229,439.98 2,223,091.46
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 47,190.00 2,873,078.71 2,823,978.30
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 38,392.61 3,449,607.50 3,389,301.24 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 1,570.13 1,589,396.35 1,529,306.52
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 10,367.50 1,350,395.05 1,300,169.64
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 7,283.33 4,021,723.41 3,905,908.00 Account 57710050 Page 12
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
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 3,440.49 1,405,000.00 1,396,319.91
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 15,837.50 1,819,308.06 1,714,388.56
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 14,471.11 1,784,265.59 1,677,874.88 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 30,870.00 3,426,909.90 3,315,252.78
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 1,187.93 865,000.00 827,408.83
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 3,623.75 2,220,038.85 2,022,157.31
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 0.75 216.56 3,465,409.29 3,118,974.71
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 22,651.65 2,025,000.00 1,949,495.85
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 34,600.00 3,021,862.13 2,808,891.00
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 14,684.44 2,453,644.64 2,416,791.04
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 1.99 316.33 364,568.69 334,463.01
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 48,125.00 2,927,104.06 2,877,489.00 Account 57710050 Page 13
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
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 38,466.56 3,427,825.46 3,358,036.44
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 13,613.17 1,217,393.14 1,192,430.44
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 46,800.00 5,215,693.30 5,101,267.60
JOHN DEERE CAPITAL CORP CORPORATE
NOTES
DTD 07/14/2023 4.950% 07/14/2028
24422EXB0 495,000.00 A A2 07/13/23 07/14/23 501,732.00 4.64 1,157.06 501,665.67 497,586.38
JOHN DEERE CAPITAL CORP CORPORATE
NOTES
DTD 07/14/2023 4.950% 07/14/2028
24422EXB0 895,000.00 A A2 07/14/23 07/18/23 903,690.45 4.73 2,092.06 903,623.71 899,676.37
JOHN DEERE CAPITAL CORP CORPORATE
NOTES
DTD 07/14/2023 4.950% 07/14/2028
24422EXB0 1,165,000.00 A A2 07/11/23 07/14/23 1,163,264.15 4.98 2,723.19 1,163,281.25 1,171,087.13 Security Type Sub-Total 53,945,000.00 54,090,957.95 2.71 427,676.16 53,721,234.74 51,851,346.40 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 5.44 139,677.97 3,355,000.00 3,353,219.17
COOPERAT RABOBANK UA/NY CERT DEPOS
DTD 07/20/2023 5.080% 07/17/2026
21684LGS5 3,500,000.00 A+ Aa2 07/17/23 07/20/23 3,500,000.00 5.08 5,432.78 3,500,000.00 3,422,713.00 Security Type Sub-Total 6,855,000.00 6,855,000.00 5.26 145,110.75 6,855,000.00 6,775,932.17 Asset-Backed Security
CARMX 2020-1 A3
DTD 01/22/2020 1.890% 12/16/2024
14315XAC2 61,978.64 AAA NR 01/14/20 01/22/20 61,966.48 1.89 52.06 61,975.22 61,749.32 Account 57710050 Page 14
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
Asset-Backed Security
HAROT 2021-1 A3
DTD 02/24/2021 0.270% 04/21/2025
43813GAC5 234,407.76 NR Aaa 02/17/21 02/24/21 234,403.46 0.27 17.58 234,405.98 229,683.79 HART 2021-A A3
DTD 04/28/2021 0.380% 09/15/2025
44933LAC7 274,018.48 AAA NR 04/20/21 04/28/21 273,989.66 0.38 46.28 274,004.51 267,427.21 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
14316NAC3 174,372.26 AAA NR 01/20/21 01/27/21 174,337.80 0.34 26.35 174,355.50 169,574.44 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
89239BAC5 836,597.91 AAA Aaa 09/21/21 09/27/21 836,531.23 0.43 159.88 836,559.80 806,962.85 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
14314QAC8 473,396.75 AAA NR 04/13/21 04/21/21 473,294.74 0.52 109.41 473,342.88 457,462.40 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
44935FAD6 454,697.28 AAA NR 11/09/21 11/17/21 454,595.79 0.75 149.54 454,634.28 438,213.37 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 0.58 199.78 774,895.63 732,787.46 KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
500945AC4 890,000.00 NR Aaa 07/18/23 07/26/23 889,775.19 5.29 652.67 889,776.01 886,240.73 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
06428AAC2 1,465,000.00 NR Aaa 07/25/23 07/31/23 1,464,944.48 5.53 225.04 1,464,944.51 1,468,217.21 Security Type Sub-Total 5,639,469.08 5,638,672.90 2.63 1,638.59 5,638,894.32 5,518,318.78 Managed Account Sub-Total 367,610,850.54 358,913,294.64 2.35 1,569,431.47 360,659,807.46 343,532,472.57 $367,610,850.54 $358,913,294.64 2.35% $1,569,431.47 $360,659,807.46 $343,532,472.57 $345,101,904.04
$1,569,431.47
Total Investments
Accrued Interest
Securities Sub-Total
Account 57710050 Page 15
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 N/B NOTES 91282CBV2 2,520,000.00 BARCLAY 96.55 2,432,981.38 (88,888.93) (87,465.00) DTD 04/15/2021 0.375% 04/15/2024
0.71 5.41
US TREASURY N/B NOTES 91282CCG4 4,485,000.00 NOMURA 95.66 4,290,182.81 27,330.47 (106,235.81) DTD 06/15/2021 0.250% 06/15/2024
0.87 5.40
US TREASURY NOTES 9128282N9 2,450,000.00 TD 96.86 2,373,054.81 (116,087.77) (84,790.90) DTD 07/31/2017 2.125% 07/31/2024
0.99 5.39
US TREASURY NOTES 9128282U3 1,630,000.00 MERRILL 96.33 1,570,148.36 (102,066.09) (69,026.68) DTD 08/31/2017 1.875% 08/31/2024
1.07 5.41
US TREASURY N/B NOTES 91282CCX7 4,505,000.00 BARCLAY 94.63 4,262,856.25 (1,583.79) (131,302.78) DTD 09/15/2021 0.375% 09/15/2024
1.12 5.36
US TREASURY NOTES 9128282Y5 1,850,000.00 HSBC 96.38 1,782,937.50 (122,345.70) (79,974.04) DTD 10/02/2017 2.125% 09/30/2024
1.15 5.37
US TREASURY NOTES 9128283D0 460,000.00 MORGAN_S 96.33 443,109.35 (31,930.49) (20,662.99) DTD 10/31/2017 2.250% 10/31/2024
1.23 5.32
US TREASURY NOTES 9128283J7 1,215,000.00 NOMURA 95.97 1,166,020.31 (73,944.14) (55,648.74) DTD 11/30/2017 2.125% 11/30/2024
1.32 5.29
US TREASURY NOTES 9128283J7 3,450,000.00 RBS 95.97 3,310,921.88 (218,994.14) (160,832.79) DTD 11/30/2017 2.125% 11/30/2024
1.32 5.29
US TREASURY NOTES 9128283J7 4,585,000.00 HSBC 95.97 4,400,167.19 (448,649.41) (282,908.14) DTD 11/30/2017 2.125% 11/30/2024
1.32 5.29
US TREASURY N/B NOTES 91282CDN8 4,445,000.00 BNP_PAR 94.42 4,197,052.57 (54,867.74) (149,345.19) DTD 12/15/2021 1.000% 12/15/2024
1.37 5.26
US TREASURY N/B NOTES 91282CDZ1 2,300,000.00 BNP_PAR 94.61 2,176,015.74 (7,187.39) (10,213.22) DTD 02/15/2022 1.500% 02/15/2025
1.52 5.18
US TREASURY N/B NOTES 91282CDZ1 4,400,000.00 RBS 94.61 4,162,812.72 (92,296.66) (158,987.94) DTD 02/15/2022 1.500% 02/15/2025
1.52 5.18
US TREASURY NOTES 912828ZL7 4,945,000.00 JPM_CHA 92.28 4,563,307.81 (331,469.53) (359,760.60) DTD 04/30/2020 0.375% 04/30/2025
1.74 5.04
US TREASURY NOTES 912828XZ8 4,230,000.00 BARCLAY 96.00 4,060,800.00 (171,348.05) (170,472.45) DTD 07/02/2018 2.750% 06/30/2025
1.87 4.96
US TREASURY NOTES 91282CAJ0 4,340,000.00 WELLS_F 90.97 3,948,043.75 (343,470.31) (367,125.97) DTD 08/31/2020 0.250% 08/31/2025
2.08 4.86
US TREASURY NOTES 91282CAJ0 4,635,000.00 BNP_PAR 90.97 4,216,401.56 (46,531.06) (190,624.79) DTD 08/31/2020 0.250% 08/31/2025
2.08 4.86
Account 57710050 Page 16
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 91282CAM3 1,100,000.00 BNP_PAR 90.78 998,593.75 (77,429.69) (88,442.85) DTD 09/30/2020 0.250% 09/30/2025
2.16 4.78
US TREASURY NOTES 91282CAM3 4,550,000.00 HSBC 90.78 4,130,546.88 (343,027.34) (378,661.76) DTD 09/30/2020 0.250% 09/30/2025
2.16 4.78
US TREASURY NOTES 91282CAT8 5,010,000.00 HSBC 90.44 4,530,918.75 (363,420.70) (421,286.13) DTD 10/31/2020 0.250% 10/31/2025
2.24 4.78
US TREASURY NOTES 91282CAT8 6,930,000.00 TD 90.44 6,267,318.75 (515,960.16) (581,520.59) DTD 10/31/2020 0.250% 10/31/2025
2.24 4.78
US TREASURY NOTES 91282CAZ4 4,250,000.00 WELLS_F 90.47 3,844,921.88 (288,369.14) (338,297.70) DTD 11/30/2020 0.375% 11/30/2025
2.32 4.74
US TREASURY NOTES 91282CAZ4 4,635,000.00 WELLS_F 90.47 4,193,226.56 (61,558.60) (198,755.40) DTD 11/30/2020 0.375% 11/30/2025
2.32 4.74
US TREASURY NOTES 91282CBC4 500,000.00 HSBC 90.31 451,562.50 (47,050.78) (47,753.82) DTD 12/31/2020 0.375% 12/31/2025
2.41 4.66
US TREASURY NOTES 91282CBC4 1,040,000.00 CITIGRP 90.31 939,250.00 (96,728.13) (98,796.58) DTD 12/31/2020 0.375% 12/31/2025
2.41 4.66
US TREASURY NOTES 91282CBC4 3,735,000.00 JPM_CHA 90.31 3,373,171.88 (273,267.77) (316,600.36) DTD 12/31/2020 0.375% 12/31/2025
2.41 4.66
US TREASURY NOTES 91282CBH3 2,400,000.00 BNP_PAR 89.98 2,159,625.12 (194,249.88) (215,115.29) DTD 01/31/2021 0.375% 01/31/2026
2.49 4.67
US TREASURY NOTES 91282CBH3 5,000,000.00 NOMURA 89.98 4,499,219.00 (220,312.25) (323,131.36) DTD 01/31/2021 0.375% 01/31/2026
2.49 4.67
US TREASURY NOTES 91282CBH3 5,775,000.00 MORGAN_ 89.98 5,196,597.95 (373,570.02) (452,415.19) DTD 01/31/2021 0.375% 01/31/2026
2.49 4.67
US TREASURY NOTES 91282CBH3 7,980,000.00 JPM_CHA 89.98 7,180,753.52 (76,058.98) (316,064.19) DTD 01/31/2021 0.375% 01/31/2026
2.49 4.67
US TREASURY NOTES 9128286F2 3,210,000.00 GOLDMAN 94.84 3,044,484.38 (448,396.87) (311,528.85) DTD 02/28/2019 2.500% 02/28/2026
2.49 4.64
US TREASURY NOTES 91282CBQ3 4,645,000.00 NOMURA 90.03 4,181,951.56 (78,021.49) (208,167.63) DTD 02/28/2021 0.500% 02/28/2026
2.56 4.64
US TREASURY NOTES 91282CBQ3 6,000,000.00 WELLS_F 90.03 5,401,875.00 (436,406.25) (499,459.80) DTD 02/28/2021 0.500% 02/28/2026
2.56 4.64
US TREASURY N/B NOTES 91282CBT7 2,480,000.00 WELLS_F 90.53 2,245,175.00 (233,856.25) (234,258.54) DTD 03/31/2021 0.750% 03/31/2026
2.64 4.56
Account 57710050 Page 17
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 N/B NOTES 91282CBT7 4,925,000.00 MORGAN_ 90.53 4,458,664.06 (438,055.67) (451,014.84) DTD 03/31/2021 0.750% 03/31/2026
2.64 4.56
US TREASURY N/B NOTES 91282CCF6 1,405,000.00 MERRILL 90.00 1,264,500.00 (132,487.11) (135,899.60) DTD 05/31/2021 0.750% 05/31/2026
2.80 4.55
US TREASURY N/B NOTES 91282CCF6 4,615,000.00 NOMURA 90.00 4,153,500.00 (100,051.76) (214,808.59) DTD 05/31/2021 0.750% 05/31/2026
2.80 4.55
US TREASURY N/B NOTES 91282CCF6 4,800,000.00 CITIGRP 90.00 4,320,000.00 (79,125.00) (194,724.88) DTD 05/31/2021 0.750% 05/31/2026
2.80 4.55
US TREASURY N/B NOTES 91282CCW9 4,640,000.00 RBC 89.36 4,146,275.23 (111,831.02) (226,137.74) DTD 08/31/2021 0.750% 08/31/2026
3.04 4.48
US TREASURY N/B NOTES 91282CCZ2 4,310,000.00 RBC 89.59 3,861,490.63 (106,908.20) (207,280.93) DTD 09/30/2021 0.875% 09/30/2026
3.12 4.43
US TREASURY NOTES 912828U24 4,545,000.00 RBC 92.58 4,207,675.55 (148,245.35) (197,118.97) DTD 11/15/2016 2.000% 11/15/2026
3.18 4.45
US TREASURY NOTES 912828V98 9,220,000.00 JPM_CHA 93.06 8,580,362.50 (401,214.06) (456,430.89) DTD 02/15/2017 2.250% 02/15/2027
3.38 4.39
US TREASURY N/B NOTES 91282CEF4 910,000.00 BARCLAY 93.75 853,125.00 (1,848.44) (10,335.47) DTD 03/31/2022 2.500% 03/31/2027
3.49 4.36
US TREASURY N/B NOTES 912828ZN3 6,480,000.00 NOMURA 86.81 5,625,450.00 (166,050.00) (309,802.75) DTD 04/30/2020 0.500% 04/30/2027
3.71 4.35
US TREASURY NOTES 912828ZV5 5,545,000.00 WELLS_F 86.38 4,789,493.75 (131,260.55) (255,759.97) DTD 06/30/2020 0.500% 06/30/2027
3.88 4.32
US TREASURY NOTES 9128282R0 1,200,000.00 BNP_PAR 92.41 1,108,875.00 (33,750.00) (44,369.13) DTD 08/15/2017 2.250% 08/15/2027
3.84 4.32
US TREASURY NOTES 9128282R0 2,985,000.00 HSBC 92.41 2,758,326.56 (71,709.96) (99,971.04) DTD 08/15/2017 2.250% 08/15/2027
3.84 4.32
US TREASURY N/B NOTES 91282CFM8 5,380,000.00 MERRILL 99.34 5,344,693.75 (210.16) (5,517.66) DTD 09/30/2022 4.125% 09/30/2027
3.82 4.30
US TREASURY N/B NOTES 91282CFU0 2,715,000.00 NOMURA 99.38 2,698,031.25 (54,724.22) (49,740.84) DTD 10/31/2022 4.125% 10/31/2027
3.90 4.29
US TREASURY N/B NOTES 91282CFU0 3,160,000.00 JPM_CHA 99.38 3,140,250.00 (89,245.31) (80,275.66) DTD 10/31/2022 4.125% 10/31/2027
3.90 4.29
US TREASURY NOTES 91282CAU5 8,775,000.00 WELLS_F 85.45 7,498,511.28 25,707.57 (127,535.54) DTD 10/31/2020 0.500% 10/31/2027
4.20 4.28
Account 57710050 Page 18
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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 N/B NOTES 91282CGC9 4,250,000.00 NOMURA 98.47 4,184,921.88 (82,011.71) (81,433.74) DTD 12/31/2022 3.875% 12/31/2027
4.09 4.26
US TREASURY N/B NOTES 91282CGH8 2,220,000.00 BNP_PAR 97.00 2,153,400.00 (64,865.63) (64,941.30) DTD 01/31/2023 3.500% 01/31/2028
4.20 4.24
US TREASURY NOTES 91282CBJ9 3,450,000.00 HSBC 85.81 2,960,531.25 (34,230.47) (79,604.71) DTD 01/31/2021 0.750% 01/31/2028
4.43 4.25
US TREASURY N/B NOTES 91282CGP0 2,825,000.00 TD 99.11 2,799,839.98 6,179.82 3,648.53 DTD 02/28/2023 4.000% 02/29/2028
4.16 4.21
US TREASURY N/B NOTES 91282CGP0 2,970,000.00 JPM_CHA 99.11 2,943,548.59 12,413.82 9,255.09 DTD 02/28/2023 4.000% 02/29/2028
4.16 4.21
US TREASURY N/B NOTES 91282CBS9 2,555,000.00 BNP_PAR 87.50 2,235,625.00 (63,775.20) (75,783.24) DTD 03/31/2021 1.250% 03/31/2028
4.52 4.23
US TREASURY N/B NOTES 91282CGT2 2,675,000.00 RBS 97.53 2,608,960.94 (63,217.77) (63,360.80) DTD 03/31/2023 3.625% 03/31/2028
4.28 4.21
US TREASURY N/B NOTES 91282CHA2 3,320,000.00 BARCLAY 97.00 3,220,400.00 (84,167.19) (84,944.75) DTD 04/30/2023 3.500% 04/30/2028
4.37 4.20
US TREASURY N/B NOTES 91282CHA2 6,530,000.00 GOLDMAN 97.00 6,334,100.00 (225,744.14) (224,287.13) DTD 04/30/2023 3.500% 04/30/2028
4.37 4.20
US TREASURY N/B NOTES 91282CHK0 4,100,000.00 MERRILL 99.20 4,067,327.92 32,831.83 32,038.72 DTD 06/30/2023 4.000% 06/30/2028
4.49 4.18
Security Type Sub-Total 236,190,000.00 218,313,886.59 (8,959,610.91) (11,211,771.90) 2.79 4.65 Supra-National Agency Bond / Note
INTL BK RECON & DEVELOP NOTES 459058JM6 1,790,000.00 TD 98.37 1,760,833.74 (25,317.76) (28,762.08) DTD 11/24/2020 0.250% 11/24/2023
0.32 5.48
INTER-AMERICAN DEVEL BK NOTES 4581X0DZ8 4,095,000.00 JPM_CHA 94.61 3,874,111.61 (217,858.09) (219,729.91) DTD 09/23/2021 0.500% 09/23/2024
1.14 5.41
Security Type Sub-Total 5,885,000.00 5,634,945.35 (243,175.85) (248,491.99) 0.89 5.43 Municipal Bond / Note
CA ST TXBL GO BONDS 13063DRJ9 2,310,000.00 MORGAN_S 99.52 2,298,842.70 (57,380.40) (13,118.09) DTD 10/24/2019 2.400% 10/01/2023
0.17 5.23
Account 57710050 Page 19
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
Municipal Bond / Note
MD ST TXBL GO BONDS 574193TQ1 620,000.00 JPM_CHA 95.20 590,258.60 (29,567.80) (29,697.79) DTD 08/05/2020 0.510% 08/01/2024
1.00 5.49
CA ST UNIV TXBL REV BONDS 13077DMK5 600,000.00 GOLDMAN 94.15 564,912.00 (35,088.00) (35,088.00) DTD 09/17/2020 0.685% 11/01/2024
1.25 5.58
CA ST DEPT WTR RES WTR SYS TXBL REV 13067WRB0 100,000.00 MORGAN_ 93.83 93,826.00 (6,174.00) (6,174.00) BNDS
DTD 08/06/2020 0.560% 12/01/2024
1.33 5.41
UNIV OF CAL TXBL REV BONDS 91412HGE7 220,000.00 JPM_CHA 04/15/25 92.83 204,221.60 (16,574.80) (16,064.53) DTD 07/16/2020 0.883% 05/15/2025
1.70 5.12
UNIV OF CAL TXBL REV BONDS 91412HGE7 510,000.00 JPM_CHA 04/15/25 92.83 473,422.80 (36,577.20) (36,577.20) DTD 07/16/2020 0.883% 05/15/2025
1.70 5.12
FL ST BOARD OF ADMIN TXBL REV BONDS 341271AD6 505,000.00 MERRILL 92.78 468,539.00 (40,031.35) (37,889.96) DTD 09/16/2020 1.258% 07/01/2025
1.90 5.26
FL ST BOARD OF ADMIN TXBL REV BONDS 341271AD6 1,295,000.00 MERRILL 92.78 1,201,501.00 (93,499.00) (93,499.00) DTD 09/16/2020 1.258% 07/01/2025
1.90 5.26
LOS ANGELES CCD, CA TXBL GO BONDS 54438CYK2 925,000.00 MERRILL 92.18 852,637.25 (72,362.75) (72,362.75) DTD 11/10/2020 0.773% 08/01/2025
1.98 4.92
NJ TURNPIKE AUTHORITY TXBL REV 646140DP5 505,000.00 CITIGRP 91.48 461,989.15 (43,010.85) (43,010.85) BONDS
DTD 02/04/2021 1.047% 01/01/2026
2.39 4.82
Security Type Sub-Total 7,590,000.00 7,210,150.10 (430,266.15) (383,482.17) 1.24 5.21 Federal Agency Commercial Mortgage-Backed Security
FANNIEMAE-ACES 3136AJB54 456,381.46 JPM_CHAS 98.62 450,086.69 (28,472.05) (9,372.14) DTD 04/01/2014 3.346% 03/01/2024
0.58 5.74
FHMS K061 A2 3137BTUM1 2,475,000.00 CITIGRP 95.28 2,358,260.41 (40,556.00) (44,737.92) DTD 01/30/2017 3.347% 11/01/2026
2.92 4.92
FHMS KJ46 A1 3137HAD45 2,815,000.00 JPM_CHA 98.95 2,785,387.64 (29,541.99) (29,542.19) DTD 07/01/2023 4.777% 06/01/2028
3.43 5.02
FHMS K505 A2 3137HACX2 3,500,000.00 JPM_CHA 100.06 3,502,031.89 (32,926.11) (32,690.17) DTD 07/01/2023 4.819% 06/01/2028
4.20 4.81
FNA 2023-M6 A2 3136BQDE6 3,500,000.00 JPM_CHA 97.57 3,414,810.00 (25,854.06) (25,887.08) DTD 07/01/2023 4.190% 07/01/2028
4.36 4.75
Account 57710050 Page 20
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
Security Type Sub-Total 12,746,381.46 12,510,576.63 (157,350.21) (142,229.50) 3.70 4.89 Federal Agency Bond / Note
FANNIE MAE NOTES 3135G0X24 3,500,000.00 CITIGRP 95.02 3,325,745.50 (302,389.50) (212,282.13) DTD 01/10/2020 1.625% 01/07/2025
1.42 5.27
FREDDIE MAC NOTES 3137EAEP0 640,000.00 WELLS_FA 94.60 605,440.64 (44,236.16) (37,556.98) DTD 02/14/2020 1.500% 02/12/2025
1.51 5.21
FEDERAL HOME LOAN BANK NOTES 3130AJHU6 2,370,000.00 CITIGRP 92.61 2,194,814.34 (163,430.46) (171,177.03) DTD 04/16/2020 0.500% 04/14/2025
1.70 5.08
FANNIE MAE NOTES 3135G03U5 475,000.00 WELLS_F 92.74 440,492.20 (35,239.30) (34,761.29) DTD 04/24/2020 0.625% 04/22/2025
1.72 5.07
FANNIE MAE NOTES 3135G03U5 1,910,000.00 HSBC 92.74 1,771,242.32 (148,536.88) (142,214.97) DTD 04/24/2020 0.625% 04/22/2025
1.72 5.07
FANNIE MAE NOTES 3135G03U5 3,195,000.00 CITIGRP 92.74 2,962,889.64 (225,528.66) (229,837.08) DTD 04/24/2020 0.625% 04/22/2025
1.72 5.07
FANNIE MAE NOTES 3135G03U5 3,345,000.00 WELLS_F 92.74 3,101,992.44 (245,482.86) (243,867.23) DTD 04/24/2020 0.625% 04/22/2025
1.72 5.07
FANNIE MAE NOTES 3135G04Z3 200,000.00 WELLS_F 91.95 183,902.20 (16,809.80) (16,379.64) DTD 06/19/2020 0.500% 06/17/2025
1.87 5.04
FANNIE MAE NOTES 3135G04Z3 1,075,000.00 NOMURA 91.95 988,474.32 (91,567.43) (88,541.20) DTD 06/19/2020 0.500% 06/17/2025
1.87 5.04
FANNIE MAE NOTES 3135G04Z3 1,190,000.00 RBS 91.95 1,094,218.09 (103,005.21) (98,833.13) DTD 06/19/2020 0.500% 06/17/2025
1.87 5.04
FANNIE MAE NOTES 3135G04Z3 3,675,000.00 NOMURA 91.95 3,379,202.93 (288,189.82) (292,936.01) DTD 06/19/2020 0.500% 06/17/2025
1.87 5.04
FANNIE MAE NOTES 3135G04Z3 3,820,000.00 RBS 91.95 3,512,532.02 (323,779.38) (313,988.74) DTD 06/19/2020 0.500% 06/17/2025
1.87 5.04
FREDDIE MAC NOTES 3137EAEU9 2,220,000.00 WELLS_F 91.46 2,030,347.62 (178,596.78) (185,288.33) DTD 07/23/2020 0.375% 07/21/2025
1.97 4.97
FANNIE MAE NOTES 3135G05X7 450,000.00 NOMURA 91.12 410,054.85 (37,425.15) (38,868.41) DTD 08/27/2020 0.375% 08/25/2025
2.06 4.94
FANNIE MAE NOTES 3135G05X7 550,000.00 CITIGRP 91.12 501,178.15 (47,111.35) (48,093.88) DTD 08/27/2020 0.375% 08/25/2025
2.06 4.94
FANNIE MAE NOTES 3135G05X7 2,360,000.00 BARCLAY 91.12 2,150,509.88 (198,445.32) (204,918.40) DTD 08/27/2020 0.375% 08/25/2025
2.06 4.94
Account 57710050 Page 21
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
FREDDIE MAC NOTES 3137EAEX3 130,000.00 WELLS_F 90.88 118,146.60 (11,683.10) (11,780.00) DTD 09/25/2020 0.375% 09/23/2025
2.14 4.90
FREDDIE MAC NOTES 3137EAEX3 3,400,000.00 CITIGRP 90.88 3,089,988.00 (299,778.00) (305,613.18) DTD 09/25/2020 0.375% 09/23/2025
2.14 4.90
FANNIE MAE NOTES 3135G06G3 2,040,000.00 NOMURA 90.63 1,848,774.48 (190,450.32) (190,870.27) DTD 11/12/2020 0.500% 11/07/2025
2.26 4.92
FANNIE MAE NOTES 3135G06G3 2,215,000.00 BARCLAY 90.63 2,007,370.33 (199,699.97) (204,019.72) DTD 11/12/2020 0.500% 11/07/2025
2.26 4.92
Security Type Sub-Total 38,760,000.00 35,717,316.55 (3,151,385.45) (3,071,827.62) 1.86 5.04 Corporate Note
TOYOTA MOTOR CREDIT CORP CORP 89236TFN0 2,230,000.00 JPM_CHAS 99.69 2,223,091.46 12,916.16 (6,348.52) NOTES
DTD 09/20/2018 3.450% 09/20/2023
0.14 5.63
US BANK NA CINCINNATI CORP NOTES 91159HHV5 2,860,000.00 GOLDMAN 01/05/24 98.74 2,823,978.30 (171,557.10) (49,100.41) (CALLAB
DTD 02/04/2019 3.375% 02/05/2024
0.42 5.90
PFIZER INC CORP NOTES 717081ES8 3,445,000.00 BONY 02/15/24 98.38 3,389,301.24 (97,073.21) (60,306.26) DTD 03/11/2019 2.950% 03/15/2024
0.54 5.61
AMAZON.COM INC CORPORATE NOTES 023135BW5 1,590,000.00 JPM_CHA 96.18 1,529,306.52 (58,372.08) (60,089.83) DTD 05/12/2021 0.450% 05/12/2024
0.78 5.49
JP MORGAN CHASE BANK CORP NOTE 46625HJX9 1,320,000.00 JPM_CHA 98.50 1,300,169.64 (160,859.16) (50,225.41) DTD 05/13/2014 3.625% 05/13/2024
0.78 5.60
WALMART INC CORPORATE NOTES 931142EL3 4,000,000.00 CITIGRP 06/08/24 97.65 3,905,908.00 (218,932.00) (115,815.41) DTD 04/23/2019 2.850% 07/08/2024
0.85 5.45
JPMORGAN CHASE & CO CORPORATE 46647PBS4 1,405,000.00 JPM_CHA 09/16/23 99.38 1,396,319.91 (8,680.09) (8,680.09)
NOTES (CAL
DTD 09/16/2020 0.653% 09/16/2024
0.13 1.21
PACCAR FINANCIAL CORP CORPORATE 69371RQ66 1,810,000.00 MITSU 94.72 1,714,388.56 (124,625.74) (104,919.50) NOTES
DTD 02/06/2020 1.800% 02/06/2025
1.49 5.48
Account 57710050 Page 22
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
MASTERCARD INC CORP NOTES 57636QAN4 1,760,000.00 JSEB 02/03/25 95.33 1,677,874.88 (158,350.72) (106,390.71) (CALLABLE)
DTD 12/03/2019 2.000% 03/03/2025
1.48 5.09
AMAZON.COM INC CORPORATE NOTES 023135CE4 3,430,000.00 JPM_CHA 96.65 3,315,252.78 (109,293.52) (111,657.12) DTD 04/13/2022 3.000% 04/13/2025
1.66 5.07
JPMORGAN CHASE & CO (CALLABLE) CORP 46647PCH7 865,000.00 JPM_CHA 06/01/24 95.65 827,408.83 (37,591.17) (37,591.17) NOTE
DTD 06/01/2021 0.824% 06/01/2025
0.83 3.28
BRISTOL-MYERS SQUIBB CO CORPORATE 110122DN5 2,230,000.00 MERRILL 10/13/25 90.68 2,022,157.31 (188,731.59) (197,881.54) NOTES
DTD 11/13/2020 0.750% 11/13/2025
2.18 5.12
BANK OF NY MELLON CORP (CALLABLE) 06406RAQ0 3,465,000.00 US_BANC 12/28/25 90.01 3,118,974.71 (346,856.89) (346,434.58) CORPOR
DTD 01/28/2021 0.750% 01/28/2026
2.39 5.06
BANK OF AMERICA CORP NOTES 06051GKM0 2,025,000.00 MERRILL 04/02/25 96.27 1,949,495.85 (75,504.15) (75,504.15) (CALLABLE)
DTD 03/22/2022 3.384% 04/02/2026
1.62 4.89
MICROSOFT CORP (CALLABLE) NOTES 594918BR4 3,000,000.00 TD 05/08/26 93.63 2,808,891.00 (224,259.00) (212,971.13) DTD 08/08/2016 2.400% 08/08/2026
2.66 4.68
MASTERCARD INC CORP NOTES 57636QAG9 2,560,000.00 CSFB 08/21/26 94.41 2,416,791.04 (17,308.16) (36,853.60) (CALLABLE)
DTD 11/21/2016 2.950% 11/21/2026
2.93 4.80
TARGET CORP CORP NOTES (CALLABLE) 87612EBM7 365,000.00 CITIGRP 12/15/26 91.63 334,463.01 (29,916.49) (30,105.68) DTD 01/24/2022 1.950% 01/15/2027
3.27 4.59
MICROSOFT CORP CORP NOTES 594918BY9 3,000,000.00 GOLDMAN 11/06/26 95.92 2,877,489.00 (36,681.00) (49,615.06) (CALLABLE)
DTD 02/06/2017 3.300% 02/06/2027
3.07 4.57
HOME DEPOT INC CORP NOTES 437076BT8 3,610,000.00 TD 06/14/27 93.02 3,358,036.44 (47,637.56) (69,789.02) (CALLABLE)
DTD 09/14/2017 2.800% 09/14/2027
3.65 4.68
WALMART INC CORPORATE NOTES 931142FB4 1,220,000.00 BARCLAY 03/15/28 97.74 1,192,430.44 (24,848.96) (24,962.70) (CALLABLE)
DTD 04/18/2023 3.900% 04/15/2028
4.29 4.44
Account 57710050 Page 23
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
APPLE INC CORP NOTES CALLABLE 037833ET3 5,200,000.00 HSBC 04/10/28 98.10 5,101,267.60 (115,112.40) (114,425.70) DTD 05/10/2023 4.000% 05/10/2028
4.28 4.44
JOHN DEERE CAPITAL CORP CORPORATE 24422EXB0 495,000.00 SIEBERT 100.52 497,586.38 (4,145.62) (4,079.29) NOTES
DTD 07/14/2023 4.950% 07/14/2028
4.45 4.83
JOHN DEERE CAPITAL CORP CORPORATE 24422EXB0 895,000.00 TD 100.52 899,676.37 (4,014.08) (3,947.34) NOTES
DTD 07/14/2023 4.950% 07/14/2028
4.45 4.83
JOHN DEERE CAPITAL CORP CORPORATE 24422EXB0 1,165,000.00 CITIGRP 100.52 1,171,087.13 7,822.98 7,805.88 NOTES
DTD 07/14/2023 4.950% 07/14/2028
4.45 4.83
Security Type Sub-Total 53,945,000.00 51,851,346.40 (2,239,611.55) (1,869,888.34) 2.13 4.93 Certificate of Deposit
TORONTO DOMINION BANK NY CERT 89115B6F2 3,355,000.00 TD 99.95 3,353,219.17 (1,780.83) (1,780.83) DEPOS
DTD 10/31/2022 5.470% 10/25/2024
1.18 5.44
COOPERAT RABOBANK UA/NY CERT DEPOS 21684LGS5 3,500,000.00 RABOBAN 97.79 3,422,713.00 (77,287.00) (77,287.00) DTD 07/20/2023 5.080% 07/17/2026
2.78 5.90
Security Type Sub-Total 6,855,000.00 6,775,932.17 (79,067.83) (79,067.83) 1.99 5.67 Asset-Backed Security
CARMX 2020-1 A3 14315XAC2 61,978.64 MERRILL 99.63 61,749.32 (217.16) (225.90) DTD 01/22/2020 1.890% 12/16/2024
0.11 2.16
HAROT 2021-1 A3 43813GAC5 234,407.76 JPM_CHA 97.98 229,683.79 (4,719.67) (4,722.19) DTD 02/24/2021 0.270% 04/21/2025
0.39 1.45
HART 2021-A A3 44933LAC7 274,018.48 BARCLAY 97.59 267,427.21 (6,562.45) (6,577.30) DTD 04/28/2021 0.380% 09/15/2025
0.44 1.53
CARMX 2021-1 A3 14316NAC3 174,372.26 MITSU 97.25 169,574.44 (4,763.36) (4,781.06) DTD 01/27/2021 0.340% 12/15/2025
0.51 1.52
TAOT 2021-C A3 89239BAC5 836,597.91 BARCLAY 96.46 806,962.85 (29,568.38) (29,596.95) DTD 09/27/2021 0.430% 01/15/2026
0.67 1.91
Account 57710050 Page 24
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
CARMX 2021-2 A3 14314QAC8 473,396.75 MERRILL 96.63 457,462.40 (15,832.34) (15,880.48) DTD 04/21/2021 0.520% 02/17/2026
0.59 1.87
HART 2021-C A3 44935FAD6 454,697.28 SMBC 96.37 438,213.37 (16,382.42) (16,420.91) DTD 11/17/2021 0.740% 05/15/2026
0.73 2.08
DCENT 2021-A1 A1 254683CP8 775,000.00 CITIGRP 94.55 732,787.46 (42,046.61) (42,108.17) DTD 09/27/2021 0.580% 09/15/2026
1.10 2.39
KCOT 2023-2A A3 500945AC4 890,000.00 JPM_CHA 99.58 886,240.73 (3,534.46) (3,535.28) DTD 07/26/2023 5.280% 01/18/2028
2.66 5.39
BAAT 2023-1A A3 06428AAC2 1,465,000.00 MERRILL 100.22 1,468,217.21 3,272.73 3,272.70 DTD 07/31/2023 5.530% 02/15/2028
2.14 5.48
Security Type Sub-Total 5,639,469.08 5,518,318.78 (120,354.12) (120,575.54) 1.40 3.45 Managed Account Sub-Total 367,610,850.54 343,532,472.57 (15,380,822.07) (17,127,334.89) 2.53 4.77 Total Investments $345,101,904.04
$1,569,431.47
$343,532,472.57
Accrued Interest
Securities Sub-Total $367,610,850.54 ($15,380,822.07) ($17,127,334.89) 2.53 4.77% Account 57710050 Page 25
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Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
07/10/23 US TREASURY N/B NOTES
DTD 06/30/2023 4.000% 06/30/2028
07/06/23 91282CHK0 4,100,000.00 (4,034,496.09) (4,456.52) (4,038,952.61) 07/14/23 JOHN DEERE CAPITAL CORP
CORPORATE NOTES
DTD 07/14/2023 4.950% 07/14/2028
07/11/23 24422EXB0 1,165,000.00 (1,163,264.15) 0.00 (1,163,264.15) 07/14/23 JOHN DEERE CAPITAL CORP
CORPORATE NOTES
DTD 07/14/2023 4.950% 07/14/2028
07/13/23 24422EXB0 495,000.00 (501,732.00) 0.00 (501,732.00) 07/17/23 US TREASURY N/B NOTES
DTD 02/15/2022 1.500% 02/15/2025
07/13/23 91282CDZ1 2,300,000.00 (2,183,203.13) (14,486.19) (2,197,689.32) 07/20/23 FHMS K505 A2
DTD 07/01/2023 4.819% 06/01/2028
07/13/23 3137HACX2 3,500,000.00 (3,534,958.00) (8,901.76) (3,543,859.76) 07/18/23 JOHN DEERE CAPITAL CORP
CORPORATE NOTES
DTD 07/14/2023 4.950% 07/14/2028
07/14/23 24422EXB0 895,000.00 (903,690.45) (492.25) (904,182.70) 07/20/23 COOPERAT RABOBANK UA/NY CERT
DEPOS
DTD 07/20/2023 5.080% 07/17/2026
07/17/23 21684LGS5 3,500,000.00 (3,500,000.00) 0.00 (3,500,000.00) 07/21/23 US TREASURY N/B NOTES
DTD 07/31/2021 0.125% 07/31/2023
07/18/23 91282CCN9 3,461,000.00 (3,456,403.36) (2,043.62) (3,458,446.98) 07/21/23 US TREASURY BILL
DTD 01/26/2023 0.000% 07/27/2023
07/18/23 912796Y29 890,000.00 (889,263.90) 0.00 (889,263.90) 07/26/23 KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
07/18/23 500945AC4 890,000.00 (889,775.19) 0.00 (889,775.19) 07/31/23 FNA 2023-M6 A2
DTD 07/01/2023 4.190% 07/01/2028
07/18/23 3136BQDE6 3,500,000.00 (3,440,664.06) (12,220.83) (3,452,884.89) 07/21/23 US TREASURY BILL
DTD 01/26/2023 0.000% 07/27/2023
07/19/23 912796Y29 2,832,000.00 (2,829,639.53) 0.00 (2,829,639.53) 07/27/23 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
07/19/23 3137HAD45 2,815,000.00 (2,814,929.63) (9,711.91) (2,824,641.54) 07/31/23 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
07/25/23 06428AAC2 1,465,000.00 (1,464,944.48) 0.00 (1,464,944.48) Transaction Type Sub-Total 31,808,000.00 (31,606,963.97) (52,313.08) (31,659,277.05) Account 57710050 Page 26
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Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
07/01/23 FL ST BOARD OF ADMIN TXBL REV
BONDS
DTD 09/16/2020 1.258% 07/01/2025
07/01/23 341271AD6 1,800,000.00 0.00 11,322.00 11,322.00 07/01/23 NJ TURNPIKE AUTHORITY TXBL REV
BONDS
DTD 02/04/2021 1.047% 01/01/2026
07/01/23 646140DP5 505,000.00 0.00 2,643.68 2,643.68
07/25/23 FANNIEMAE-ACES
DTD 04/01/2014 3.346% 03/01/2024
07/01/23 3136AJB54 457,501.73 0.00 1,275.67 1,275.67
07/25/23 FHMS K061 A2
DTD 01/30/2017 3.347% 11/01/2026
07/01/23 3137BTUM1 2,475,000.00 0.00 6,903.19 6,903.19
07/03/23 07/03/23 MONEY MARKET FUND MONEY0002 0.00 0.00 1,392.74 1,392.74 07/07/23 FANNIE MAE NOTES
DTD 01/10/2020 1.625% 01/07/2025
07/07/23 3135G0X24 3,500,000.00 0.00 28,437.50 28,437.50 07/08/23 WALMART INC CORPORATE NOTES
DTD 04/23/2019 2.850% 07/08/2024
07/08/23 931142EL3 4,000,000.00 0.00 57,000.00 57,000.00 07/15/23 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
07/15/23 14316NAC3 189,425.84 0.00 53.67 53.67
07/15/23 TARGET CORP CORP NOTES
(CALLABLE)
DTD 01/24/2022 1.950% 01/15/2027
07/15/23 87612EBM7 365,000.00 0.00 3,558.75 3,558.75
07/15/23 CARMX 2020-1 A3
DTD 01/22/2020 1.890% 12/16/2024
07/15/23 14315XAC2 89,000.06 0.00 140.18 140.18
07/15/23 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
07/15/23 14314QAC8 509,246.33 0.00 220.67 220.67
07/15/23 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
07/15/23 44935FAD6 465,000.00 0.00 286.75 286.75
07/15/23 DCENT 2021-A1 A1
DTD 09/27/2021 0.580% 09/15/2026
07/15/23 254683CP8 775,000.00 0.00 374.58 374.58
07/15/23 HART 2021-A A3
DTD 04/28/2021 0.380% 09/15/2025
07/15/23 44933LAC7 301,864.41 0.00 95.59 95.59
07/15/23 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
07/15/23 89239BAC5 895,288.63 0.00 320.81 320.81
07/21/23 FREDDIE MAC NOTES
DTD 07/23/2020 0.375% 07/21/2025
07/21/23 3137EAEU9 2,220,000.00 0.00 4,162.50 4,162.50
Account 57710050 Page 27
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Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
07/21/23 HAROT 2021-1 A3
DTD 02/24/2021 0.270% 04/21/2025
07/21/23 43813GAC5 262,808.91 0.00 59.13 59.13
07/21/23 HAROT 2020-1 A3
DTD 02/26/2020 1.610% 04/22/2024
07/21/23 43813RAC1 12,676.90 0.00 17.01 17.01
07/28/23 BANK OF NY MELLON CORP (CALLABLE)
CORPOR
DTD 01/28/2021 0.750% 01/28/2026
07/28/23 06406RAQ0 3,465,000.00 0.00 12,993.75 12,993.75 07/31/23 US TREASURY NOTES
DTD 07/31/2017 2.125% 07/31/2024
07/31/23 9128282N9 2,450,000.00 0.00 26,031.25 26,031.25 07/31/23 US TREASURY NOTES
DTD 01/31/2021 0.375% 01/31/2026
07/31/23 91282CBH3 21,155,000.00 0.00 39,665.63 39,665.63 07/31/23 US TREASURY N/B NOTES
DTD 01/31/2023 3.500% 01/31/2028
07/31/23 91282CGH8 2,220,000.00 0.00 38,850.00 38,850.00 07/31/23 US TREASURY NOTES
DTD 01/31/2021 0.750% 01/31/2028
07/31/23 91282CBJ9 3,450,000.00 0.00 12,937.50 12,937.50 Transaction Type Sub-Total 51,562,812.81 0.00 248,742.55 248,742.55
MATURITY
07/27/23 US TREASURY BILL
DTD 01/26/2023 0.000% 07/27/2023
07/27/23 912796Y29 2,832,000.00 2,832,000.00 0.00 2,832,000.00 2,360.47 0.00 07/31/23 US TREASURY N/B NOTES
DTD 07/31/2021 0.125% 07/31/2023
07/31/23 91282CCN9 3,461,000.00 3,461,000.00 2,163.13 3,463,163.13 4,596.64 0.00 Transaction Type Sub-Total 6,293,000.00 6,293,000.00 2,163.13 6,295,163.13 6,957.11 0.00
PAYDOWNS
07/25/23 FANNIEMAE-ACES
DTD 04/01/2014 3.346% 03/01/2024
07/01/23 3136AJB54 1,120.27 1,120.27 0.00 1,120.27 (54.44) 0.00 07/15/23 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
07/15/23 14316NAC3 15,053.58 15,053.58 0.00 15,053.58 2.97 0.00 07/15/23 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
07/15/23 89239BAC5 58,690.72 58,690.72 0.00 58,690.72 4.68 0.00 07/15/23 HART 2021-A A3
DTD 04/28/2021 0.380% 09/15/2025
07/15/23 44933LAC7 27,845.93 27,845.93 0.00 27,845.93 2.93 0.00 Account 57710050 Page 28
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Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
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
07/15/23 CARMX 2020-1 A3
DTD 01/22/2020 1.890% 12/16/2024
07/15/23 14315XAC2 27,021.42 27,021.42 0.00 27,021.42 5.30 0.00 07/15/23 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
07/15/23 14314QAC8 35,849.58 35,849.58 0.00 35,849.58 7.73 0.00 07/15/23 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
07/15/23 44935FAD6 10,302.72 10,302.72 0.00 10,302.72 2.30 0.00 07/21/23 HAROT 2020-1 A3
DTD 02/26/2020 1.610% 04/22/2024
07/21/23 43813RAC1 12,676.90 12,676.90 0.00 12,676.90 2.49 0.00 07/21/23 HAROT 2021-1 A3
DTD 02/24/2021 0.270% 04/21/2025
07/21/23 43813GAC5 28,401.15 28,401.15 0.00 28,401.15 0.52 0.00 Transaction Type Sub-Total 216,962.27 216,962.27 0.00 216,962.27 (25.52) 0.00 SELL
07/10/23 US TREASURY NOTES
DTD 11/30/2016 2.125% 11/30/2023
07/06/23 912828U57 3,275,000.00 3,234,446.29 7,605.87 3,242,052.16 18,038.08 (35,862.43) FIFO 07/14/23 US TREASURY NOTES
DTD 12/15/2020 0.125% 12/15/2023
07/11/23 91282CBA8 1,700,000.00 1,664,074.22 168.37 1,664,242.59 27,957.03 (19,980.96) FIFO 07/17/23 NOVARTIS CAPITAL CORP
DTD 02/14/2020 1.750% 02/14/2025
07/13/23 66989HAP3 2,290,000.00 2,183,721.10 17,031.88 2,200,752.98 (194,329.40) (134,461.24) FIFO 07/20/23 US TREASURY NOTES
DTD 12/15/2020 0.125% 12/15/2023
07/13/23 91282CBA8 1,565,000.00 1,533,210.94 187.07 1,533,398.01 27,020.70 (17,682.34) FIFO 07/18/23 US TREASURY NOTES
DTD 12/15/2020 0.125% 12/15/2023
07/14/23 91282CBA8 925,000.00 906,102.54 104.25 906,206.79 15,862.31 (10,446.95) FIFO 07/20/23 FEDERAL HOME LOAN BANKS NOTES
DTD 12/09/2013 3.375% 12/08/2023
07/17/23 3130A0F70 2,025,000.00 2,008,395.00 7,973.44 2,016,368.44 (76,289.63) (21,354.17) FIFO 07/20/23 FANNIE MAE NOTES
DTD 11/25/2020 0.250% 11/27/2023
07/17/23 3135G06H1 900,000.00 883,557.00 331.25 883,888.25 (17,811.00) (16,614.83) FIFO 07/20/23 US TREASURY NOTES
DTD 12/15/2020 0.125% 12/15/2023
07/17/23 91282CBA8 240,000.00 235,134.38 28.69 235,163.07 4,153.13 (2,702.29) FIFO 07/20/23 FREDDIE MAC NOTES
DTD 12/04/2020 0.250% 12/04/2023
07/17/23 3137EAFA2 2,015,000.00 1,976,392.60 643.68 1,977,036.28 (36,612.55) (38,357.82) FIFO 07/20/23 US TREASURY NOTES
DTD 12/31/2018 2.625% 12/31/2023
07/17/23 9128285U0 270,000.00 266,878.13 385.19 267,263.32 (3,923.43) (3,195.10) FIFO Account 57710050 Page 29
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Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF MODESTO - 57710050
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method
SELL
07/20/23 US TREASURY NOTES
DTD 02/28/2019 2.375% 02/29/2024
07/17/23 9128286G0 100,000.00 98,214.84 916.44 99,131.28 (6,937.50) (3,024.82) FIFO 07/21/23 US TREASURY NOTES
DTD 03/15/2021 0.250% 03/15/2024
07/18/23 91282CBR1 2,525,000.00 2,444,022.46 2,195.65 2,446,218.11 25,151.36 (45,301.44) FIFO 07/21/23 US TREASURY NOTES
DTD 02/28/2019 2.375% 02/29/2024
07/18/23 9128286G0 900,000.00 884,074.22 8,306.05 892,380.27 (62,296.88) (27,032.93) FIFO 07/21/23 US TREASURY NOTES
DTD 02/28/2019 2.375% 02/29/2024
07/18/23 9128286G0 457,000.00 448,913.24 4,217.63 453,130.87 (31,757.93) (13,756.65) FIFO 07/21/23 US TREASURY NOTES
DTD 02/28/2019 2.375% 02/29/2024
07/18/23 9128286G0 564,000.00 554,019.85 5,205.12 559,224.97 (39,039.37) (16,940.63) FIFO 07/21/23 US TREASURY NOTES
DTD 03/15/2021 0.250% 03/15/2024
07/19/23 91282CBR1 1,925,000.00 1,863,039.06 1,673.91 1,864,712.97 18,949.22 (34,762.33) FIFO 07/21/23 US TREASURY N/B NOTES
DTD 04/15/2021 0.375% 04/15/2024
07/19/23 91282CBV2 1,000,000.00 964,453.13 993.85 965,446.98 (36,289.06) (35,731.56) FIFO 07/26/23 US TREASURY BILL
DTD 01/26/2023 0.000% 07/27/2023
07/24/23 912796Y29 890,000.00 889,876.39 0.00 889,876.39 612.49 (0.93) FIFO 07/31/23 US TREASURY N/B NOTES
DTD 04/15/2021 0.375% 04/15/2024
07/26/23 91282CBV2 1,370,000.00 1,322,745.70 1,501.95 1,324,247.65 (48,271.10) (47,497.92) FIFO Transaction Type Sub-Total 24,936,000.00 24,361,271.09 59,470.29 24,420,741.38 (415,813.53) (524,707.34) Managed Account Sub-Total (735,730.61) 258,062.89 (477,667.72) (408,881.94) (524,707.34) Total Security Transactions ($735,730.61) $258,062.89 ($477,667.72) ($408,881.94) ($524,707.34) Account 57710050 Page 30
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Managed Account Summary Statement For the Month Ending July 31, 2023 CITY OF MODESTO SHORT-TERM - 57710062
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)
$41,275,767.88
(20,760,000.00)
0.00 20,720,991.02
0.00 182,430.91
$41,419,189.81
6,496.88
(42,608.50)
297,994.15
$261,882.53
Total
41,429,480.49
41,594.40
0.00 20,766,496.88
0.00 (20,763,599.52)
(41,289,235.20)
(2,758.64)
Total Accrual Basis Earnings $181,978.41
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
20,766,496.88
0.00 0.00
0.00 (20,763,599.52)
(2,897.36)
0.00 Cash Balance
Closing Cash Balance $0.00
Account 57710062 Page 1
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Portfolio Summary and Statistics For the Month Ending July 31, 2023 CITY OF MODESTO SHORT-TERM - 57710062
Account Summary
Description Par Value Market Value Percent
U.S. Treasury Bond / Note 20,970,000.00 20,745,556.77 50.09 Commercial Paper 20,740,000.00 20,673,633.04 49.91
Managed Account Sub-Total 41,710,000.00 41,419,189.81 100.00% Accrued Interest 41,594.40
Total Portfolio 41,710,000.00 41,460,784.21
Unsettled Trades 0.00 0.00
Sector Allocation
49.91%
Commercial Paper
50.09%
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 100.00%
0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Maturity Distribution Characteristics
Yield to Maturity at Cost
Yield to Maturity at Market
Weighted Average Days to Maturity 60
5.28%
5.39%
Account 57710062 Page 2
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Managed Account Issuer Summary For the Month Ending July 31, 2023 CITY OF MODESTO SHORT-TERM - 57710062
Credit Quality (S&P Ratings)
49.91%
A-1
50.09%
AA+
Issuer Summary
Issuer of Holdings Percent
Market Value
ING GROEP NV 10,283,887.74 24.83
LMA AMERICAS LLC 10,389,745.30 25.08
UNITED STATES TREASURY 20,745,556.77 50.09
Total $41,419,189.81 100.00%
Account 57710062 Page 3
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Managed Account Detail of Securities Held For the Month Ending July 31, 2023 CITY OF MODESTO SHORT-TERM - 57710062
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 3,869.26 10,383,541.28 10,378,543.75
US TREASURY NOTES
DTD 11/30/2016 2.125% 11/30/2023
912828U57 10,480,000.00 AA+ Aaa 07/28/23 07/31/23 10,365,784.38 5.43 37,725.14 10,366,720.57 10,367,013.02 Security Type Sub-Total 20,970,000.00 20,638,608.60 5.31 41,594.40 20,750,261.85 20,745,556.77 Commercial Paper
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 10,285,712.50 10,283,887.74
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 10,393,506.14 10,389,745.30 Security Type Sub-Total 20,740,000.00 20,262,270.64 5.25 0.00 20,679,218.64 20,673,633.04 Managed Account Sub-Total 41,710,000.00 40,900,879.24 5.28 41,594.40 41,429,480.49 41,419,189.81 $41,710,000.00 $40,900,879.24 5.28% $41,594.40 $41,429,480.49 $41,419,189.81 $41,460,784.21
$41,594.40
Total Investments
Accrued Interest
Securities Sub-Total
Account 57710062 Page 4
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Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF MODESTO SHORT-TERM - 57710062
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 98.94 10,378,543.75 105,719.53 (4,997.53) DTD 10/15/2020 0.125% 10/15/2023
0.21 5.30
US TREASURY NOTES 912828U57 10,480,000.00 RBS 98.92 10,367,013.02 1,228.64 292.45 DTD 11/30/2016 2.125% 11/30/2023
0.34 5.40
Security Type Sub-Total 20,970,000.00 20,745,556.77 106,948.17 (4,705.08) 0.27 5.35 Commercial Paper
ING (US) FUNDING LLC COMM PAPER 45685RV46 10,290,000.00 MERRILL 99.94 10,283,887.74 286,866.91 (1,824.76) DTD 01/05/2023 0.000% 08/04/2023
0.01 5.35
LMA AMERICAS LLC COMM PAPER 53944RW79 10,450,000.00 MERRILL 99.42 10,389,745.30 124,495.49 (3,760.84) DTD 05/05/2023 0.000% 09/07/2023
0.11 5.49
Security Type Sub-Total 20,740,000.00 20,673,633.04 411,362.40 (5,585.60) 0.06 5.42 Managed Account Sub-Total 41,710,000.00 41,419,189.81 518,310.57 (10,290.68) 0.17 5.39 Total Investments $41,460,784.21
$41,594.40
$41,419,189.81
Accrued Interest
Securities Sub-Total $41,710,000.00 $518,310.57 ($10,290.68) 0.17 5.39% Account 57710062 Page 5
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Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF MODESTO SHORT-TERM - 57710062
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
07/03/23 US TREASURY N/B NOTES
DTD 07/31/2021 0.125% 07/31/2023
07/03/23 91282CCN9 10,395,000.00 (10,355,206.64) (5,491.83) (10,360,698.47) 07/31/23 US TREASURY NOTES
DTD 11/30/2016 2.125% 11/30/2023
07/28/23 912828U57 10,480,000.00 (10,365,784.38) (37,116.67) (10,402,901.05) Transaction Type Sub-Total 20,875,000.00 (20,720,991.02) (42,608.50) (20,763,599.52)
MATURITY
07/03/23 NATIXIS NY BRANCH COMM PAPER
DTD 01/03/2023 0.000% 07/03/2023
07/03/23 63873KU39 10,365,000.00 10,365,000.00 0.00 10,365,000.00 258,200.79 0.00 07/31/23 US TREASURY N/B NOTES
DTD 07/31/2021 0.125% 07/31/2023
07/31/23 91282CCN9 10,395,000.00 10,395,000.00 6,496.88 10,401,496.88 39,793.36 0.00 Transaction Type Sub-Total 20,760,000.00 20,760,000.00 6,496.88 20,766,496.88 297,994.15 0.00 Managed Account Sub-Total 39,008.98 (36,111.62) 2,897.36 297,994.15 0.00 Total Security Transactions $39,008.98 ($36,111.62) $2,897.36 $297,994.15 $0.00 Account 57710062 Page 6
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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
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% 6/30/2023 2.75% 47,969,832.62 5.24% 360,251,679.25 2.14% 41,289,235.20 5.21% 7/31/2023 2.94% 48,186,346.94 5.31% 360,659,807.46 2.35% 41,419,189.81 5.28% 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. #15..
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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, 2024
Expected Earnings
to June 30, 2024
Main Portfolio
Federal Agency
FNMA 3,500,000 1/7/2025 5.270% 1 42,926 0.41% 13,072
FHLMC 640,000 2/12/2025 5.210% 2 11,676 3.33% 19,559
FHLB 2,370,000 4/14/2025 5.080% 2 24,310 0.12% 2,588
FNMA 3,195,000 4/22/2025 5.070% 2 36,842 0.64% 18,723
FNMA 475,000 4/22/2025 5.070% 2 4,874 2.09% 9,091
FNMA 3,345,000 4/22/2025 5.070% 2 35,266 0.89% 27,339
FNMA 1,910,000 4/22/2025 5.070% 2 17,124 0.66% 11,647
FNMA 3,675,000 6/17/2025 5.040% 2 37,495 0.28% 9,507
FNMA 200,000 6/17/2025 5.040% 2 1,597 5.55% 10,179
FNMA 1,075,000 6/17/2025 5.040% 2 8,076 0.22% 2,220
FNMA 3,820,000 6/17/2025 5.040% 2 29,347 0.06% 2,033
FNMA 1,190,000 6/17/2025 5.040% 2 8,116 0.64% 6,960
FHLMC 2,220,000 7/21/2025 4.970% 2 20,875 0.48% 9,699
FNMA 2,360,000 8/25/2025 4.940% 2 22,970 0.84% 18,284
FNMA 550,000 8/25/2025 4.940% 2 5,010 0.15% 779
FNMA 450,000 8/25/2025 4.940% 2 4,588 0.95% 3,938
FHLMC 3,400,000 9/23/2025 4.900% 2 31,881 0.46% 14,311
FHLMC 130,000 9/23/2025 4.900% 2 1,123 3.32% 3,958
FNMA 2,215,000 11/7/2025 4.920% 2 28,858 0.67% 13,605
FNMA 2,040,000 11/7/2025 4.920% 2 23,555 0.03% 479
Federal Agency CMBS
FNMA 456,381 3/1/2024 5.740% 1 5,716 2.89% 12,110
FHLMC 2,475,000 11/1/2026 4.920% 3 347,683 4.31% 97,959 FHLMC 3,500,000 6/1/2028 4.810% 5 777,628 4.59% 147,428 FHLMC 2,815,000 6/1/2028 5.020% 5 651,071 4.78% 123,434 FNMA 3,500,000 7/1/2028 4.750% 5 788,428 4.58% 146,980
U.S. Treasury
U.S. Treasury 10,490,000 10/15/2023 5.300% 0 113,237 4.56% 438,897 U.S. Treasury 10,480,000 11/30/2023 5.400% 0 190,366 4.73% 454,727 U.S. Treasury 2,520,000 4/15/2024 5.410% 1 6,254 1.22% 28,202 U.S. Treasury 4,485,000 6/15/2024 5.400% 1 101,898 2.66% 109,514 U.S. Treasury 2,450,000 7/31/2024 5.390% 1 43,937 1.79% 40,216 U.S. Treasury 1,630,000 8/31/2024 5.410% 1 23,692 1.34% 19,992 U.S. Treasury 4,505,000 9/15/2024 5.360% 1 134,841 2.65% 109,640 U.S. Treasury 1,850,000 9/30/2024 5.370% 1 32,494 1.50% 25,493 U.S. Treasury 460,000 10/31/2024 5.320% 1 9,038 1.57% 6,611 U.S. Treasury 1,215,000 11/30/2024 5.290% 1 27,514 1.69% 18,888 U.S. Treasury 3,450,000 11/30/2024 5.290% 1 75,217 1.63% 51,634 U.S. Treasury 4,585,000 11/30/2024 5.290% 1 30,864 0.50% 21,187 U.S. Treasury 4,445,000 12/15/2024 5.260% 1 164,444 2.68% 109,521 U.S. Treasury 4,400,000 2/15/2025 5.180% 2 184,184 2.70% 109,207 U.S. Treasury 2,300,000 2/15/2025 5.180% 2 173,649 4.88% 102,960 U.S. Treasury 4,945,000 4/30/2025 5.040% 2 54,759 0.63% 28,708 U.S. Treasury 4,230,000 6/30/2025 4.960% 2 221,687 2.73% 106,093 U.S. Treasury 4,340,000 8/31/2025 4.860% 2 47,835 0.53% 21,030 U.S. Treasury 4,635,000 8/31/2025 4.860% 2 265,236 2.74% 116,607 U.S. Treasury 4,550,000 9/30/2025 4.780% 2 66,181 0.67% 27,993 U.S. Treasury 1,100,000 9/30/2025 4.780% 2 19,192 0.80% 8,118 U.S. Treasury 5,010,000 10/31/2025 4.780% 2 87,320 0.77% 35,544 U.S. Treasury 6,930,000 10/31/2025 4.780% 2 121,844 0.78% 49,596 U.S. Treasury 4,250,000 11/30/2025 4.740% 2 105,792 1.07% 41,548 U.S. Treasury 4,635,000 11/30/2025 4.740% 2 298,272 2.75% 117,141 U.S. Treasury 1,040,000 12/31/2025 4.660% 2 11,427 0.45% 4,330 U.S. Treasury 500,000 12/31/2025 4.660% 2 5,234 0.43% 1,983 U.S. Treasury 3,735,000 12/31/2025 4.660% 2 80,305 0.89% 30,433 U.S. Treasury 2,400,000 1/31/2026 4.670% 3 48,402 0.80% 17,721 U.S. Treasury 5,775,000 1/31/2026 4.670% 3 184,209 1.27% 67,443 U.S. Treasury 5,000,000 1/31/2026 4.670% 3 232,408 1.85% 85,089 U.S. Treasury 7,980,000 1/31/2026 4.670% 3 590,128 2.95% 216,058 U.S. Treasury 3,210,000 2/28/2026 4.640% 3 58,245 0.70% 20,691 U.S. Treasury 6,000,000 2/28/2026 4.640% 3 179,007 1.15% 63,592 U.S. Treasury 4,645,000 2/28/2026 4.640% 3 330,987 2.76% 117,583 U.S. Treasury 4,925,000 3/31/2026 4.560% 3 114,273 0.87% 39,303 U.S. Treasury 2,480,000 3/31/2026 4.560% 3 50,211 0.76% 17,270 U.S. Treasury 1,405,000 5/31/2026 4.550% 3 34,596 0.87% 11,198 U.S. Treasury 4,615,000 5/31/2026 4.550% 3 361,318 2.76% 116,948 U.S. Treasury 4,800,000 5/31/2026 4.550% 3 407,296 2.99% 131,830 U.S. Treasury 4,640,000 8/31/2026 4.480% 3 394,005 2.75% 117,118 U.S. Treasury 4,310,000 9/30/2026 4.430% 3 378,158 2.77% 109,492 U.S. Treasury 4,545,000 11/15/2026 4.450% 3 450,724 3.01% 125,513 U.S. Treasury 9,220,000 2/15/2027 4.390% 4 933,138 2.85% 241,391 U.S. Treasury 910,000 3/31/2027 4.360% 4 134,687 4.03% 33,697 U.S. Treasury 6,480,000 4/30/2027 4.350% 4 709,215 2.92% 173,548 U.S. Treasury 5,545,000 6/30/2027 4.320% 4 650,101 2.99% 152,296 U.S. Treasury 1,200,000 8/15/2027 4.320% 4 160,307 3.30% 36,384 U.S. Treasury 2,985,000 8/15/2027 4.320% 4 410,438 3.40% 93,155 U.S. Treasury 5,380,000 9/30/2027 4.300% 4 958,606 4.27% 210,994 U.S. Treasury 2,715,000 10/31/2027 4.290% 4 440,143 3.81% 94,944 U.S. Treasury 3,160,000 10/31/2027 4.290% 4 487,829 3.63% 105,230 U.S. Treasury 8,775,000 10/31/2027 4.280% 4 1,460,274 3.91% 314,998 U.S. Treasury 4,250,000 12/31/2027 4.260% 4 710,139 3.78% 147,396 U.S. Treasury 3,450,000 1/31/2028 4.250% 5 569,401 3.66% 115,957 U.S. Treasury 2,220,000 1/31/2028 4.240% 5 351,914 3.52% 71,666 U.S. Treasury 2,825,000 2/29/2028 4.210% 5 550,552 4.25% 110,176 U.S. Treasury 2,970,000 2/29/2028 4.210% 5 584,943 4.29% 117,059 U.S. Treasury 2,675,000 3/31/2028 4.210% 5 455,852 3.65% 89,566 U.S. Treasury 2,555,000 3/31/2028 4.230% 5 416,712 3.49% 81,876 U.S. Treasury 3,320,000 4/30/2028 4.200% 5 568,517 3.60% 109,771 U.S. Treasury 6,530,000 4/30/2028 4.200% 5 1,055,220 3.40% 203,746 U.S. Treasury 4,100,000 6/30/2028 4.180% 5 879,717 4.36% 164,090 Commercial Paper
ING Funding LLC 10,290,000 8/4/2023 5.350% 0 5,804 4.46% 421,175 LMA Americas LLC 10,450,000 9/7/2023 5.490% 0 58,256 4.52% 433,872 Negotiable CD
Toronto-Dominion Bank 3,355,000 10/25/2024 5.440% 1 226,023 5.44% 167,517 Rabobank Nederland 3,500,000 7/17/2026 5.900% 3 527,087 5.08% 163,192 7/31/2023
Earnings to
Maturity
#15..
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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, 2024
Expected Earnings
to June 30, 2024
7/31/2023
Earnings to
Maturity
Corporate Note
Toyota Motor Corp 2,230,000 9/20/2023 5.630% 0 11,376 4.29% 87,772 US Bancorp 2,860,000 2/5/2024 5.900% 1 33,601 3.13% 82,246 Pfizer Inc 3,445,000 3/15/2024 5.610% 1 57,862 3.18% 100,418 Amazon.Com Inc 1,590,000 5/12/2024 5.490% 1 6,218 1.03% 15,091 JPMorgan Chase & Co 1,320,000 5/13/2024 5.600% 1 6,716 1.15% 13,930 Wal-Mart Stores Inc 4,000,000 7/8/2024 5.450% 1 82,178 2.19% 80,262 JPMorgan Chase & Co 1,405,000 9/16/2024 1.210% 1 10,381 0.65% 8,421 Paccar Financial Corp 1,810,000 2/6/2025 5.480% 2 39,924 1.45% 24,055 Mastercard Inc 1,760,000 3/3/2025 5.090% 2 30,154 1.08% 17,386 Amazon.Com Inc 3,430,000 4/13/2025 5.070% 2 178,619 3.06% 96,201 JPMorgan Chase & Co 865,000 6/1/2025 3.280% 2 13,103 0.82% 6,542 Bristol-Myers Squibb Co 2,230,000 11/13/2025 5.120% 2 48,524 0.95% 19,445 The Bank Of New York Mellon Corporation 3,465,000 1/28/2026 5.060% 2 64,507 0.75% 23,695 Bank Of America Co 2,025,000 4/2/2026 4.890% 3 183,225 3.38% 62,890 Microsoft Corp 3,000,000 8/8/2026 4.680% 3 194,037 2.14% 58,879 Mastercard Inc 2,560,000 11/21/2026 4.800% 3 367,071 4.33% 101,711 Target Corp 365,000 1/15/2027 4.590% 3 25,104 1.99% 6,653 Microsoft Corp 3,000,000 2/6/2027 4.570% 4 428,819 4.06% 111,706 Home Depot Inc 3,610,000 9/14/2027 4.680% 4 619,327 4.16% 137,765 Wal-Mart Stores Inc 1,220,000 4/15/2028 4.440% 5 227,081 3.95% 44,228 Apple Inc 5,200,000 5/10/2028 4.440% 5 976,891 3.93% 187,541 Deere & Company 1,165,000 7/14/2028 4.830% 5 287,934 4.98% 53,292 Deere & Company 495,000 7/14/2028 4.830% 5 113,947 4.64% 21,090 Deere & Company 895,000 7/14/2028 4.830% 5 209,887 4.73% 38,846 Asset-Backed Securities
Carmax Auto Owner Trust 61,979 12/16/2024 2.160% 1 1,621 1.89% 1,077 Honda Auto Receivables 234,408 4/21/2025 1.450% 2 1,094 0.27% 582 Hyundai Auto Receivables 274,018 9/15/2025 1.530% 2 2,231 0.38% 962 Carmax Auto Owner Trust 174,372 12/15/2025 1.520% 2 1,427 0.34% 551 Toyota Motor Corp 836,598 1/15/2026 1.910% 2 8,899 0.43% 3,316 Carmax Auto Owner Trust 473,397 2/17/2026 1.870% 3 6,340 0.52% 2,279 Hyundai Auto Receivables 454,697 5/15/2026 2.080% 3 9,458 0.75% 3,109 Discover Card Execution Note Trust 775,000 9/15/2026 2.390% 3 14,170 0.58% 4,157 Kubota Credit Owners Trust 890,000 1/18/2028 5.390% 4 210,363 5.29% 43,181 Bank of America Auto Trust 1,465,000 2/15/2028 5.480% 5 368,517 5.53% 74,369 Municipal Securities
California St 2,310,000 10/1/2023 5.230% 0 7,339 3.92% 83,185 Maryland St 620,000 8/1/2024 5.490% 1 3,224 0.52% 2,943 California State University 600,000 11/1/2024 5.580% 1 5,168 0.68% 3,772 State Of California 100,000 12/1/2024 5.410% 1 750 0.56% 514 University Of California 510,000 5/15/2025 5.120% 2 8,069 0.88% 4,133 University Of California 220,000 5/15/2025 5.120% 2 3,179 0.81% 1,628 Florida State Board of Administration Finance 1,295,000 7/1/2025 5.260% 2 31,290 1.26% 14,953 Florida State Board of Administration Finance 505,000 7/1/2025 5.260% 2 10,729 1.11% 5,127 Los Angeles Community College District 925,000 8/1/2025 4.920% 2 14,340 0.77% 6,563 New Jersey Turnpike Authority 505,000 1/1/2026 4.820% 2 12,821 1.05% 4,853 Supranational Securities
Intl Bank Of Reconstruction And Dev 1,790,000 11/24/2023 5.480% 0 1,832 2.94% 48,337 Inter-American Development Bank 4,095,000 9/23/2024 5.410% 1 24,733 0.52% 19,728 Overnight Investments 48,186,347 Varies Varies 5.12% 2,262,934 Totals (Main Portfolio) 457,507,197 27,746,670 2.87% 12,064,557 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. #15..
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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 $1,705,863.24 1993 Golf Course Refinancing U.S. Bank First American Treasury Obligation Fund $508,607.04 Instl Res Tre and Agny Cash Adv6541 $254,369.75
Financial Guaranty Insurance Pol $1.00
CAMP $2,012,927.90
Total $2,267,298.65
Instl Res Tre and Agny Cash Adv6541 $253,164.28
Cash $70,345.26
CAMP $4,979,756.95
Total $5,303,266.49
2018 Wastewater Refunding Bank of New York Fidelity Inv MM Trsy Only $700.59 Fairview Village Refunding US Bank First American Government $429,785.00 Blackrock Federal Fund Instl 30 $538,505.24
CAMP $2,851,046.65
Total $3,389,551.89
Other Post Employment Benefits Section 115
Trust PARS HighMark Plus Moderate $1,511,638.13
Pension Section 115 Trust PARS HighMark Plus Moderately Conservative $2,652,834.98 Athens Administrators (New Third Party
Administrator - Worker's Compensation) Wells Fargo Bank Business Checking Account $537,053.84 George Hills Company - General Liability Claims
Administration Services California Bank & Trust Business Checking Account $51,913.08 Kemper Sports Management Inc. BMO Harris Bank Business Money Market $50,408.19 Stanislaus Community Foundation Modesto Commerce Bank Charles Schwab $750,776.29 California Bank of
Commerce $3,428,519.97
Columbia Bank $441,033.76
Banner Bank $19,282.55
Umpqua Bank $115,091.13
Village One #2 Refunding Bank of New York
Third-Party Construction Contract Retention
Cash with Fiscal Agent Investments
As of July 31, 2023
2008 Water Refunding COP Bank of New York
2008 Lease Revenue Bonds Bank of New York
#15..
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
November 14, 2023
Date: October 24, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Amending the Annual Commercial Cannabis Permit Fee Types and Billing Cycle, and Creating a New Cannabis Fund
CONTACT: Gina Brown, Revenue Collection and Compliance Manager, [email protected], 209-577-5381
DESCRIPTION:
Consider amending the Annual Commercial Cannabis Permit Fee by establishing two types of commercial cannabis permit fees for City approved businesses. (Funding Source: General Fund)
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 passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses similar to that previously approved for medicinal cannabis businesses. Proposition 64 gave local governments control of taxes and fees associated with cannabis businesses operating within their jurisdictions.
On January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria. These regulations permit cannabis retailers within City limits, but do not allow any in the downtown area. The Ordinance further established that wholesale cannabis businesses, such as testing, nurseries, microbusinesses, manufacturing, distribution, and cultivation (indoor) are permitted.
On December 4, 2018, under Resolution No. 2018-538, which provides that “the City may collect fees to recover the costs related to these services for a permit to operate a cannabis business in the City.” The City Council imposed the Annual Commercial Cannabis Permit Fee for approved cannabis businesses to pay for on-going administration and monitoring of #16..
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City Council, November 14, 2023
Amending the Annual Commercial Cannabis Permit Fee Types and Billing Cycle, and Creating a New Cannabis Fund
approved businesses in the amount of $21,740. The fee cost was analyzed by the City’s cannabis consultants HdL Companies. HdL interviewed the City Manager, individual staff from Code Enforcement, City Attorney, Police, Fire, and Finance. Based on the interviews, the consultants experience in administering other commercial cannabis programs, and estimated staff time and costs, including equipment needs and training costs, HdL provided an estimate of $21,740 annually for the permit fee to carry out Resolution No. 2018-538.
On November 9, 2021, under Resolution No. 2021-441, City Council approved amending the Annual Commercial Cannabis Permit Fee to decrease the amount by $3,008 from $21,740 to $18,732 annually based on estimated staff time costs, and HdL Companies consulting services including annual financial audits, annual inspections, and subject matter expertise.
DISCUSSION:
Annually, City staff compiled the costs of the Annual Commercial Cannabis Permit Fee based on estimates from the following departments: Community & Economic Development, City Attorney’s Office, Police, Fire, and Finance. The fee also includes the costs of annual financial audits, compliance reviews, and general consulting by HdL companies. The Operational Annual Commercial Cannabis Permit Fee for 2024 is being proposed to be kept at $18,732 for Council approved cannabis business that are operational for the on-going administration, annual inspections, financial audits, and monitoring. The Non-Operational Annual Commercial Cannabis Permit Fee for 2024 is being proposed at $4,307 for Council approved businesses that are non-operational for the on-going administration, and monitoring.
The calculation of the Annual Cannabis Permit Fee is based on the approved fifteen (15) issued permits. Of those currently approved, eleven (11) are operational businesses and four (4) are non-operational businesses. The on-going cost to administer the cannabis program will be shared by the total permitted businesses, as the number of businesses increase or decrease, the Annual Commercial Permit Fee may need to be adjusted. Also, it is important to note that the Annual Commercial Cannabis Permit Fee pays for the costs associated with on-going administration of legally permitted cannabis businesses – it does not pay for enforcement activities associated with illegal cannabis businesses. The attached Annual Commercial Cannabis Permit Fee Cost Analysis provides the detailed breakdown of the City’s staff estimate.
The Annual Commercial Cannabis Permit Fee due date will be changed from being billed in December and due January 1 (calendar year) to being billed each July and due August 1 (Fiscal year) to simplify the year end accrual process, to better match expenses against revenues, and to ensure same overhead rates are used for staff time on both the annual analysis and the Direct Charges Agreements (DCAs).
No proration of the fee shall be made for any portion of the period for which the Annual Commercial Cannabis Permit Fee is payable, except in the case of a newly established and approved business, the Annual Commercial Cannabis Permit Fee may be prorated for the number of months remaining in the year at the time the permit is initially approved by Council, Cannabis Committee, or any other final cannabis permitting authority. The City will not prorate an Annual Commercial Cannabis Permit Fee for the time between the City’s approval of a business and when that business becomes operational. The Annual Commercial Cannabis Permit Fee is due annually on August 1st and delinquent at the close of business hours on the 15th of August. For the purpose of proration, a fractional part of a month shall be considered as #16..
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City Council, November 14, 2023
Amending the Annual Commercial Cannabis Permit Fee Types and Billing Cycle, and Creating a New Cannabis Fund
a full month. In lieu of paying the Annual Commercial Cannabis Permit Fee at the City Hall, the fee may be deposited in United States mail, postage prepaid, on the due date, provided the transmitting envelope contains a postage cancellation stamp showing cancellation not later than 12:00 p.m. on the due date. If the due date falls on Saturday, Sunday, or Holiday the due date shall be the next regular business day on which the City Hall is open to the public.
To track overall cannabis program, a new Fund (1820) will be established. This fund will hold the Annual Commercial Cannabis Permit and the Cannabis Application Fee and any Cannabis related expense to better manage the reconciliation to ensure any overcollection and/or under collection in one year will be passed on to the approved Cannabis businesses the following year. In addition, separate cost centers will be used to track the overall accounting for the Annual Commercial Cannabis Permit and the Cannabis Application Fee. Separate projects will be created to manage the Cannabis Equity program based on the separate grant funding receipted to date. Currently, the accounting for this program is being tracked in the General Fund. After an audit of the Cannabis Cost Center 14470, a transfer will be made between the General Fund and the new Cannabis Program fund to account for the over-collection of the cannabis permit fees and a transfer the current funding available for the Cannabis Equity program. The average excess revenue collected is $107,514 annually. The excess revenues collected was largely due to delays in approved permitted businesses becoming operational; this resulted in the unspent anticipated costs related to annual financial audit and compliance inspections that were included in the annual cannabis permit analysis. The excess revenues will be applied as a credit against the annual cannabis permits until the credit has been used.
The annual permit fee will be reviewed and reconciled annually to capture increases or decreases related to the administration of the compliance program. The permit is approved as a cost recovery and not revenue generating, any over or under payment will be reconciled annually and applied against future year cannabis permit fees.
FISCAL IMPACT:
The fees were approved by Council as cost recovery and not revenue generating fees. The last five (5) years of the Annual Commercial Cannabis Permit Fee Revenues and the Cannabis Application Fee Revenues are shown on Table #1.
Table #1
Fee Revenue FY 2023 FY 2022 FY 2021 FY 2020 FY 2019 Total Annual Commercial
Cannabis Permit Fee
Revenue $256,644 $293,734 $338,093 $266,295 $173,940 $1,328,706 Cannabis Application
Fee Revenue $1,630 $12,760 $30,347 $14,250 $162,145 $221,132 COMMITTEE RECOMMENDATION:
This item was considered by the Finance Committee on October 23, 2023, and was recommended to forward to Council for approval.
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City Council, November 14, 2023
Amending the Annual Commercial Cannabis Permit Fee Types and Billing Cycle, and Creating a New Cannabis Fund
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving an Amendment to the Annual Commercial Cannabis Permit Fee by establishing two types of commercial cannabis permit fees for City approved businesses for an Operational Annual Commercial Cannabis Permit Fee with an annual cost of $18,732 and Nonoperational Annual Commercial Cannabis Permit Fee with an annual cost of $4,307.
Resolution approving an update of the Annual Commercial Cannabis Permit Fee billing cycle to align with the Annual Permit issuance and expiration date from a calendar year to fiscal year.
Resolution approving the creation of a new fund to track overall cost of providing the cannabis program; and amending the Fiscal Year 2023-24 Operating Budget to reduce the General Fund (0100) revenue and expense budgets in the amount of $299,712 and increasing the revenue and expense budgets in the new Cannabis Fund (1820) by the same amount, increasing the transfer out/in budgets by $794,117 to increase the transfer from the General Fund to the Cannabis Fund, and amend the Fiscal Year 2023-24 multi-year non-capital project budget to create a new project for the Cannabis Equity program in the Cannabis Fund and to transfer any current Cannabis Equity funding to the new Cannabis Fund; and authorizing the City Manager to implement the necessary steps to carry out the approved action.
Approved by:
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:
1. Resolution – Cannabis Fee Types
2. Resolution – Cannabis Fee Billing Cycle
3. Resolution – Cannabis Fund
4. Annual Commercial Cannabis Fee Cost Analysis 2024
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11/14/2023/Finance/Gbrown/Item X 1 2023-X
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION APPROVING AN AMENDMENT TO THE ANNUAL
COMMERCIAL CANNABIS PERMIT FEE BY ESTABLISHING TWO TYPES
OF COMMERCIAL CANNABIS PERMIT FEES FOR CITY APPROVED
BUSINESSES FOR AN OPERATIONAL ANNUAL COMMERCIAL CANNABIS PERMIT FEE WITH AN ANNUAL COST OF $18,732 AND NONOPERATIONAL ANNUAL COMMERCIAL CANNABIS PERMIT FEE WITH AN ANNUAL COST OF $4,307
WHEREAS, the passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses, and WHEREAS, on January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria, and
WHEREAS, on December 4, 2018, under Resolution No. 2018-538, City Council imposed the Annual Commercial Cannabis Permit Fee for approved cannabis businesses to pay for on-going administration and monitoring of approved businesses in the amount of $21,740, and
WHEREAS, on November 9, 2021, under Resolution No. 2021-441, City Council approved amending the Annual Commercial Cannabis Permit Fee to decrease the amount by $3,008 from $21,740 to $18,732 annually based on estimated staff time costs, and HdL Companies consulting services including annual financial audits, annual inspections, and subject matter expertise; the Operational Annual Commercial Cannabis Permit Fee for calendar year 2024 is being proposed to be kept at $18,732 for Council approved cannabis business that are operational for the on-going administration, annual inspections, financial audits, and monitoring, and
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WHEREAS, the Non-Operational Annual Commercial Cannabis Permit Fee for calendar year 2024 is being proposed at $4,307 for Council approved businesses that are nonoperational for the on-going administration, and monitoring, and WHEREAS, the annual permit fee will be reviewed and reconciled annually to capture increases or decreases related to the administration of the compliance program.
The permit is approved as a cost recovery and not revenue generating, any over or under payment will be reconciled annually and applied against future year cannabis permit fees.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the annual commercial cannabis permit fee by establishing two types of commercial cannabis permit fees for city approved businesses, establishing an operational annual commercial cannabis permit fee with an annual cost of $18,732 and non-operational annual commercial cannabis permit fee with an annual cost of $4,307. No proration of the fee shall be made for any portion of the period for which the Annual Commercial Cannabis Permit Fee is payable, except in the case of a newly established and approved business. The Annual Commercial Cannabis Permit Fee may be prorated for the number of months remaining in the year at the time the permit is initially approved by Council, Cannabis Committee, or any other cannabis permitting authority, the City will not prorate an Annual Commercial Cannabis Permit Fee for the time between the City’s approval of a business and when that business becomes operational; the Annual Commercial Cannabis Permit Fee is due annually on August 1st and delinquent at the close of business hours on the 15th of August, and for the purpose of proration, a fractional part of a month shall be considered as a full month, and in lieu of paying the Annual Commercial Cannabis Permit Fee at the City Hall, the fee may be deposited in United States mail, postage prepaid, on the due date, provided the transmitting envelope #16..
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contains a postage cancellation stamp showing cancellation not later than 12:00 p.m. on the due date, and if the due date falls on Saturday, Sunday, or Holiday the due date shall be the next regular business day on which the City Hall is open to the public.
The foregoing resolution was considered at a regular meeting of the Council of the City of Modesto held on the 14th day of November 2023, by Councilmember _______________, who moved its adoption, which motion being duly seconded by Councilmember ________________, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmember:
NOES: Councilmember:
ABSENT: Councilmember:
ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION APPROVING AN UPDATE OF THE ANNUAL COMMERCIAL
CANNABIS PERMIT FEE BILLING CYCLE TO ALIGN WITH THE ANNUAL PERMIT
ISSUANCE AND EXPIRATION DATE FROM A CALENDAR YEAR TO FISCAL YEAR WHEREAS, the passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses, and
WHEREAS, on January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria, and
WHEREAS, on December 4, 2018, under Resolution No. 2018-538, City Council imposed the Annual Commercial Cannabis Permit Fee for approved cannabis businesses to pay for on-going administration and monitoring of approved businesses in the amount of $21,740, and WHEREAS, on November 9, 2021, under Resolution No. 2021-441, City Council approved amending the Annual Commercial Cannabis Permit Fee to decrease the amount by $3,008 from $21,740 to $18,732 annually based on estimated staff time costs, and HdL Companies consulting services including annual financial audits, annual inspections, and subject matter expertise, and
WHEREAS, The Annual Commercial Cannabis Permit Fee due date will be changed from being billed in December and due January 1 (calendar year) to being billed each July and due August 1 (Fiscal year) to simplify the year end accrual process, to better match expenses against revenues, and to ensure same overhead rates are used for staff time on both the annual analysis and the Direct Charges Agreements (DCAs), and
WHEREAS, no proration of the fee shall be made for any portion of the period for which the Annual Commercial Cannabis Permit Fee is payable, except in the case of a newly established #16..
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and approved business, the Annual Commercial Cannabis Permit Fee may be prorated for the number of months remaining in the year at the time the permit is initially approved by Council, Cannabis Committee, or any other final cannabis permitting authority, and WHEREAS, the City will not prorate an Annual Commercial Cannabis Permit Fee for the time between the City’s approval of a business and when that business becomes operational, and
WHEREAS, the Annual Commercial Cannabis Permit Fee for Cannabis business approved by Council, Cannabis Committee, or any other cannabis permitting authority is due annually on August 1st and delinquent at the close of business hours on the 15th of August, and for the purpose of proration, a fractional part of a month shall be considered as a full month, and in lieu of paying the Annual Commercial Cannabis Permit Fee at the City Hall, the fee may be deposited in United States mail, postage prepaid, on the due date, provided the transmitting envelope contains a postage cancellation stamp showing cancellation not later than 12:00 p.m. on the due date, and if the due date falls on Saturday, Sunday, or Holiday the due date shall be the next regular business day on which the City Hall is open to the public, and WHEREAS, the annual permit fee will be reviewed and reconciled annually to capture increases or decreases related to the administration of the compliance program. The permit is approved as a cost recovery and not revenue generating, any over or under payment will be reconciled annually and applied against future year cannabis permit fees.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an update of the annual commercial cannabis permit fee billing cycle to align with the annual permit issuance and expiration date from a calendar year to fiscal year. #16..
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The foregoing resolution was considered at a regular meeting of the Council of the City of Modesto held on the 14th day of November 2023, by Councilmember _______________, who moved its adoption, which motion being duly seconded by Councilmember ________________, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmember:
NOES: Councilmember:
ABSENT: Councilmember:
ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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11/14/2023/Finance/Gbrown/Item X 1 2023-X
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION APPROVING THE CREATION OF A NEW FUND TO TRACK OVERALL COST OF PROVIDING THE CANNABIS PROGRAM; AND
AMENDING THE FISCAL YEAR 2023-24 OPERATING BUDGET TO REDUCE THE GENERAL FUND (0100) REVENUE AND EXPENSE BUDGETS IN THE AMOUNT OF $299,712 AND INCREASING THE REVENUE AND EXPENSE BUDGETS IN THE NEW CANNABIS FUND (1820) BY THE SAME AMOUNT, INCREASING THE TRANSFER OUT/IN BUDGETS BY $794,117 TO INCREASE
THE TRANSFER FROM THE GENERAL FUND TO THE CANNABIS FUND, AND AMEND THE FISCAL YEAR 2023-24 MULTI-YEAR NON-CAPITAL
PROJECT BUDGET TO CREATE A NEW PROJECT FOR THE CANNABIS
EQUITY PROGRAM IN THE CANNABIS FUND AND TO TRANSFER ANY CURRENT CANNABIS EQUITY FUNDING TO THE NEW CANNABIS FUND;
AND AUTHORIZING THE CITY MANAGER TO IMPLEMENT THE
NECESSARY STEPS TO CARRY OUT THE APPROVED ACTION
WHEREAS, the passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses, and WHEREAS, on January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria, and
WHEREAS, to track overall cannabis program, a new Cannabis Fund 1820 will be established, and
WHEREAS, the Cannabis Fund 1820 will house the Annual Commercial Cannabis Permit and the Cannabis Application Fee and any Cannabis related expenses to better manage the reconciliation to ensure any overcollection and/or under collection in one year will be passed on to the approved Cannabis businesses the following year, and WHEREAS, new cost centers will be used to track the overall accounting for the Annual Commercial Cannabis Permit in Cost Center 14471 and the Cannabis Application Fee #16..
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in Cost Center 14472, and
WHEREAS, currently, the accounting for the Cannabis program is being tracked in the General Fund 0100 and after an audit of the Cannabis Cost Center 14470, a cumulative transfer amount of $794,117 will be made in Fiscal Year 23-24 between the General Fund 0100 and the new Cannabis Fund 1820 to account for the over-collection of the cannabis permit fees and excess revenues will be applied as a credit against the annual cannabis permits until the credit has been exhausted, and WHEREAS, the annual permit fee will be reviewed and reconciled annually to capture increases or decreases related to the administration of the compliance program; any over or under payment will be reconciled annually and applied against future year cannabis permit fees; the permit fee was approved as a cost recovery and not revenue generating, and
WHEREAS, revenue and expenditure budgeted in the General Fund 0100 for the Annual Commercial Cannabis Permit and the Cannabis Application Fee for Fiscal Year 23-24 will be eliminated from the General Fund 0100 and will be established in the Cannabis Fund 1820, Cost Center 14471 Cannabis Annual Permit Fee Program and Cost Center 14472 Cannabis Permit Application Costs, and
WHEREAS, a new project residing in the new Cannabis Fund 1820 will be created to manage the Cannabis Equity Program based on the grant funding received to date; a transfer between the current cannabis equity grant project and new cannabis equity grant will occur in Fiscal Year 23-24.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the creation of a new fund to track overall cost of providing the cannabis #16..
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program, amending the Fiscal Year 2023-24 Operating Budget to reduce the General Fund (0100) revenue and expense budgets in the amount of $299,712 and increasing the revenue and expense budget in the new Cannabis Fund (1820) by the same amount, increasing the transfer out/in budget by $794,117 to increase the transfer from the General Fund to the new Cannabis Fund, and amend the Fiscal Year 2023-24 multi-year non-capital project budget in the Cannabis Fund and to transfer any current Cannabis Equity funding to the new Cannabis Fund.
NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to carry out the necessary steps to implement the necessary steps to carry out the approved action.
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The foregoing resolution was considered at a regular meeting of the Council of the City of Modesto held on the 14th day of November 2023, by Councilmember _______________, who moved its adoption, which motion being duly seconded by Councilmember ________________, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmember:
NOES: Councilmember:
ABSENT: Councilmember:
ATTEST: _____________________________
DIANE NAYARES-PEREZ,
CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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Department/Activity
Employee Type/ Program
Name
Hourly +
Overhead
Rate/Unit
Rate
Hours
Required Program Cost
Operational
Permit %
NonOperational
Permit %
Operational
Permit Cost
NonOperational
Permit Cost Roles and Responsibilities
City Attorney's Office City Deputy Attorney 295.00 134.9 39,795.50 85% 15% 33,826.00 5,969.50 Provides legal advice to staff and drafts non-compliance issue notices to business operators.
City Manager's Office Deputy City Manager 159.16 30.5 4,854.38 90% 10% 4,369.00 485.38 Monthly cannabis meetings and Cannabis Committee meetings.
City Manager's Office City Manager 193.92 5.6 1,085.95 90% 10% 977.00 108.95 Monthly cannabis meetings.
Community & Economic
Development Director 147.30 103.7 15,275.01 95% 5% 14,511.00 764.01 Cannabis Program oversight.
Community & Economic
Development Business Analyst 75.37 514.9 38,808.01 95% 5% 36,868.00 1,940.01 Cannabis program administration.
Community & Economic
Development
Senior Administrative Office
Assistant 42.14 1.9 80.07 95% 5% 76.00 4.07 Provides clerical support.
Finance Department Director of Finance 141.98 25.1 3,563.70 75% 25% 2,673.00 890.70 Weekly cannabis meetings, ad hoc questions, and discussions.
Finance Department
Revenue Collections and
Compliance Manager 85.70 6,856.00 80.0 90% 10% 6,170.00 686.00 Manages and coordinates with consultant audit staff overs collection of fees and taxes Finance Department Account Clerk II 35.41 7.9 279.74 90% 10% 252.00 27.74 Collects fees, taxes, responds to permittee inquiries.
Finance Department Financial Analyst III 70.96 95.0 6,741.20 90% 10% 6,067.00 674.20 Miscellaneous questions, monthly revenue reports, scheduling onboarding meetings, assist with HDL Audits, annual permit fee billing, Monthly & quarterly reports to operators.
Finance Department Account Tech 51.92 4.0 207.68 90% 10% 187.00 20.68 Misc. Questions - ongoing, assisting with fee collection, opening cannabis accounts.
Finance Department Senior Account Clerk 43.67 5.2 227.08 90% 10% 204.00 23.08 Deposit preparation for Loomis. ACH Payment review and reconciliation.
Finance Department
Cannabis Module
Maintenance 7,193.00 7,193.00 1.0 90% 10% 6,474.00 719.00 HDL software - send monthly cannabis tax remittance form. Creates Annual permit due letters. Report out monthly remittance.
Finance Department Cannabis Training - Annual 535.00 1.0 550.00 90% 10% 495.00 55.00 Annual training for City staff.
Fire Department
Administrative Office
Assistant III 42.14 10.0 421.40 70% 30% 295.00 126.40 Provides clerical support.
Fire Department Deputy Fire Marshal 91.95 10.0 919.50 70% 30% 644.00 275.50 Provides technical assistance for inspectors and addresses escalated issues.
Fire Department Deputy Fire Chief 137.30 10.0 1,373.00 70% 30% 961.00 412.00 Meets with Fire Chief, City Manager and Stakeholders on policy issues and oversees staff assigned to the Cannabis Program.
HdL-Financial Audit Consultant 10,000.00 10.0 100,000.00 100% 0% 100,000.00 - Conducts financial audits annually.
HdL-Compliance Reviews Consultant 2,000.00 11.0 22,000.00 100% 0% 22,000.00 - Conducts one compliance inspections per year for dispensaries.
HdL-Compliance Reviews Consultant 250.00 7.0 1,750.00 5% 95% 88.00 1,662.00 Conduct Site Plan Evaluations.
HdL-General Consulting Consultant 250.00 9.4 2,350.00 85% 15% 1,998.00 352.00 General consulting/subject matter expertise as needed for Community & Economic Development Department.
HdL-General Consulting Consultant 250.00 65.5 16,375.00 90% 10% 14,738.00 1,637.00 General consulting/subject matter expertise as needed for the Finance Department.
Police Department Lieutenant 134.61 7.9 1,063.42 90% 10% 957.00 106.42 Reviews and approves background checks conducted by the Consultant. Receives escalated complaints, investigates thefts and other crimes related to employees, cash, cannabis products or the property.
Police Department Sergeant 110.49 26.0 2,872.74 90% 10% 2,585.00 287.74 Conducts non-qualified sales program, monitors crime statistical data and service calls related to cannabis operations.
Credit (51,363.00)
Total Program Costs $ 274,642 206,052.00 17,227.38
Annual Permit Fee (based on 11 Operational Permits and 4 Non-operational Permits) $ 18,732 $ 4,307 City of Modesto
Annual Commercial Cannabis Fee Cost Analysis 2024
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
November 14, 2023
Date: October 24, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: SpryPoint Services, Inc. Cooperative Agreement CONTACT: Jeni Martin, Revenue Collection and Compliance Manager, [email protected], 209-571-5892
DESCRIPTION:
Consider approving an Agreement with SpryPoint Services, Inc., Charlottetown, P.E. for Utility Billing, Receivables and Cashiering Softwares for a total amount not to exceed $2,391,960 over two (2) years. (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 Finance Department Utility Billing Division, Accounts Receivable Division, and Cashiering Division manage and facilitate the billing and collection of revenues for water, sewer, storm drain, garbage, and miscellaneous receivables for various City departments.
The Utility Billing Division has used a premise-based software program since 1997 that was developed by Central Square Technologies. This system was formerly known as Harwood Technology Enterprises (H.T.E.), Sungard, Superion, and now is currently known as Naviline.
The City of Modesto bills for water, sewer, storm drain, and garbage services for over 76,000 utility accounts monthly with over 900,000 bills going out annually.
The current system has reached its end of life with outdated technology. There have been no enhancements to the product for at least five years with manual updates required to fix outstanding issues several times per year.
Some current system constraints include but are not limited to:
- Lacks Customer Service Management system (CSM);
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SpryPoint Services, Inc. Cooperative Agreement
- Online portal from Central Square is subpar requiring City to obtain a third-party vendor in 2019;
- Does not allow for adjustment of customer due date to account for needs of elderly or low-income customers on fixed budget;
- Delinquent management system unable to process notices and disconnects by area leading to inefficiencies in Water Division workload;
- No secure online sign-up or forms/application functionality; - Premise-based operating system requiring manual updates to be performed by IT staff; - Procedural flaws in processes such as reversal of payments, application of penalties, and work order management;
- Lacks mobile field application for Water Division staff, requiring use of third-party vendor brought on by Central Square;
- Limited reporting capability, requiring City to purchase a third-party product to create any on-demand reports needed for critical functions such as rate changes; - Lacks Paperless Billing presentment requiring City to use third-party vendor or inhouse management by IT staff; The objective of the Utility Billing Division is to obtain a cloud-based Software as a System (Saas) product that allows for streamlined collection and processing of customer billing information by utilizing current technology to communicate with our customers, improving the customer service experience, and reducing the resources required by IT staff to maintain the system.
DISCUSSION:
On September 7, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for Utility Billing Software. On May 15, 2020, the City of Aurora, Colorado issued competitive solicitation #R-2048 for new Utility Billing software through the Rocky Mountain EPurchasing System. On June 26, 2020, proposals were opened. Fifteen (15) proposals were received and based on the committee review process and criteria outlined in the RFP, one (1) contract was awarded for this commodity which includes the utility billing software. Based on the responsive and responsible proposer offering the proposals were evaluated for the following criteria: vendor qualifications and experience, technical solution and support, implementation approach, feature availability and functionality (including configuration options), and price.
Based on this criteria, four (4) firms were selected as final candidates: Tyler Technologies, Itineris, Infor, and SpryPoint Services. Interviews and demonstrations were conducted for each firm and the City of Aurora issued a Best and Final Offer request to each firm.
Based on Best and Final Offers, the City of Aurora selected the top-ranked firm, SpryPoint Services, Inc, based on the above criteria. The cost of the new system was $1,748,000 which includes implementation, hosted services, and first year annual subscription cost of $398,000 for SpryPoint Services, Inc. Additionally, the City of Aurora included a $250,000 contingency #17..
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SpryPoint Services, Inc. Cooperative Agreement
amount to cover unforeseen implementation expenses due to the significant complexity of the system and $125,000 in travel expenses for the vendor. On February 22, 2021, the City of Aurora entered into a ten-year agreement with SpryPoint Services, Inc. to be effective March 10, 2021.
SpryPoint Services has extensive prior experience with Central Square Naviline transitions, including now with the City of Aurora, which will provide a smoother transition for the City as we will be able to utilize that knowledge. There are several similarities between the City of Modesto system setup and the City of Aurora including Central Square Naviline, Selectron IVR, Badger Beacon, and ESRI ArcGIS. In addition, the City of Aurora utilizes the same consulting firm as the City, Shibumi Consulting, that will also play an integral role in a transition process.
SpryPoint Services meet the following requirements of a new system for Utility Billing:
One-stop shop dashboard approach with integrated online customer portal and mobile field application for Water Division;
Smooth integration with Oracle GL and Selectron IVR phone system; Embedded Customer Relationship Management (CRM) system with real-time communication with customers via text, email, or phone call; Real-time alerts for customers regarding high water usage, leaks, and notifications regarding billing;
Integrated secure online sign-up for utility services, Utility Billing Assistance applications, and other secure online forms;
Cost-effective and forward-thinking technology with integrative approach and enhancements rolled out to all clients in real-time;
Ability to adjust due dates to meet needs of customer; Delinquency management allowing for cycle/route-based notices and disconnections for non-payment increasing efficiency for Water Division; Integration through Application Programming Interface (API) for other systems so all centrally connected through SpryPoint including Water Division asset management system, field work orders, and backflow operations; Integrated Paperless Billing presentment decreasing load on City servers; Web-based platform decreasing security risks to City; Upgrades managed and performed by vendor reducing use of City IT resources; Estimated cost savings of $350,000 by utilizing SpryPoint Point of Sale (POS) citywide instead of purchasing new stand-alone for current end of life system; #17..
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SpryPoint Services, Inc. Cooperative Agreement
City staff recommends to award to SpryPoint Services, Inc. Charlottetown, PE Canada to purchase utility billing software with (1) one-year renewal options, for an estimated annual amount of $423,960 and a total amount not to exceed $2,391,960 over two years.
Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in 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 or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.
By utilizing the City of Aurora competitive solicitation, the City is complying with the requirements defined under this code for utility billing software.
FISCAL IMPACT:
The last five (5) years of annual service costs for the Utility Billing System (CentralSquare), Cashiering System (Quadrant Systems Inc - RAS), third-party vendors, and after-hours IT resources to manage these systems is shown on Table #1.
Table #1
Fiscal Year
18/19
Fiscal Year
19/20
Fiscal Year
20/21
Fiscal Year
21/22
Fiscal Year
22/23
Total
$164,199 $168,343 $178,870 $194,001 $198,345 $903,758
The City’s Cashiering and Accounts Receivable systems are over twenty years old and also in need of replacement. As part of this project, this software solution will include the replacement of our point of sale (POS) cashiering system and miscellaneous accounts receivable system at no additional cost. The estimated cost to replace the POS system on its own is $350,000. This will be recognized as a one-time cost savings to the City. See Table #2 for annual saving.
Table #2
Description Year 1 Savings Year 2 Savings
Cashiering POS purchase $350,000 -
Utility Billing & AR Annual Maintenance $104,509 $109,734 POS Annual Maintenance $3,920 $4,116
Third-Party Apps & Support $69,916 $76,754
Total $528,345 $190,604
The annual estimated cost for software services is $423,960, for a two-year cost of $2,391,960 which includes an increase of 4% or CPI, whichever is greater, for annual maintenance and subscription costs, and contingency costs of $300,000. The estimated cost is shown on Table #3.
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SpryPoint Services, Inc. Cooperative Agreement
Table #3
Expense Description Year 1 Year 2 Total Costs
One-Time Implementation $1,264,800 $ - $1,264,800
Annual Subscription $403,200 $423,960 $827,160
Contingency $300,000 $ - $300,000
Total Cost $1,968,000 $423,960 $2,391,960
Cost Savings $528,345 $190,604 $718,949
Net Cost $1,439,655 $233,356 $1,673,011
The Utility Billing Division bills for $172,188,157 in revenues annually with an uncollectible rate of less than 1%. The cost of software replacement is less than 1.5% of annual billed revenues.
This item is funded by Water, Sewer, Storm Drain, and Garbage funds. The funded amounts for the implementation (year 1) and the annual maintenance (year two) are shown on Table #4.
Table #4
Fund Accounting String Total
Water Fund 4100-41420-53300 $1,148,141
Sewer Fund 4210-41320-53300 $837,186
Storm Drain Fund 4480-41220-53300 $71,759
Garbage Fund 0100-12420-53300 $334,874
Total $2,391,960
Funding for the expenses is currently budgeted in Project 101396 and a budget adjustment is not needed for the expenditure budget on the project. A budget adjustment will be completed to establish the transfers from the various funds in the table above to Project 101396. The actual transfer amount will be based on the actual expenditures in the fiscal year. The transfers will come from a reduction in the funds of the Non-Capital Improvement budget.
COMMITTEE RECOMMENDATION:
This item was considered by the Finance Committee on October 23, 2023, and was recommended to forward to Council for approval.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving an Agreement with SpryPoint Services, Inc., Charlottetown, P.E., by utilizing the Competitive Bid Process with the City of Aurora, for Utility Billing, Receivables and Cashiering Software for a one (1) year Agreement, with (1) one-year Renewal Option for an estimated annual amount of $423,960, and a total amount not to exceed $2,391,960 over two (2) years, and authorizing the City Manager, or his designee, to execute the Agreement.
Approved by:
DeAnna Christensen, Director of Finance
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City Council, November 14, 2023
SpryPoint Services, Inc. Cooperative Agreement
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. City of Aurora Cooperative Agreement
3. Master Subscription Agreement
4. Exhibit A – Statement of Work
5. Exhibit B – Pricing Schedule
6. Exhibit C – Service Level Agreement
7. Exhibit D – Insurance Coverage
8. Exhibit E – Security Overview
9. Exhibit F – Data Processing
10. RFP 2048 Scoring
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11/14/2023/Finance/JMartin/Item X 1 2023-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION APPROVING AN AGREEMENT WITH SPRYPOINT
SERVICES, INC., CHARLOTTETOWN, P.E., BY UTILIZING THE
COMPETITIVE BID PROCESS WITH THE CITY OF AURORA, FOR UTILITY BILLING, RECEIVABLES AND CASHIERING SOFTWARE FOR A ONE (1) YEAR AGREEMENT, WITH (1) ONE-YEAR RENEWAL OPTION FOR AN ESTIMATED ANNUAL AMOUNT OF $423,960, AND A TOTAL AMOUNT NOT TO EXCEED $2,391,960 OVER TWO (2) YEARS, AND AUTHORIZING THE
CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the City of Modesto bills for water, sewer, storm drain, and garbage services for over 76,000 utility accounts monthly with over 900,000 bills going out annually, and
WHEREAS, the Utility Billing Division has used a premise-based software program since 1997 that was developed by Central Square Technologies, and the current system has reached its end of life with outdated technology, and WHEREAS, on May 15, 2020, the City of Aurora, Colorado issued competitive solicitation #R-2048 for new Utility Billing software through the Rocky Mountain EPurchasing System, and WHEREAS, based vendor qualifications such as experience, technical solution, support, implementation approach, feature availability and functionality (including configuration options), and price, four (4) firms were selected as final candidates: Tyler Technologies, Itineris, Infor, and SpryPoint Services, and WHEREAS, interviews and demonstrations were conducted for each firm and the City of Aurora issued a Best and Final Offer request to each firm; based on Best and Final Offers, the City of Aurora selected the top-ranked firm, SpryPoint Services, Inc, based on the above criteria, and
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11/14/2023/Finance/JMartin/Item X 2 2023-XX
WHEREAS, there are several similarities between the City of Modesto system setup and the City of Aurora including Central Square Naviline, Selectron IVR, Badger Beacon, and ESRI ArcGIS; in addition, the City of Aurora utilizes the same consulting firm as the City, Shibumi Consulting, that will also play an integral role in a transition process, and WHEREAS, SpryPoint Services meet the requirements of a new system for Utility Billing with integrated online customer portal and mobile field application for Water Division; smooth integration with Oracle GL and Selectron IVR phone system; embedded Customer Relationship Management (CRM) system as a cloud-based platform decreasing security risks to City; and
WHEREAS, there are estimated cost savings of $350,000 by utilizing SpryPoint Point of Sale (POS) citywide instead of purchasing new stand-alone for current end of life system, and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to be formally bid; however, exceptions to the formal bidding process are granted in MMC 8-
3.204(d) “Where the Purchasing Manager, 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 or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served and by utilizing the City of Aurora competitive solicitation, the City is complying with the requirements defined under this code for utility billing software, and WHEREAS, the City’s Cashiering and Accounts Receivable systems are over twenty #17..
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11/14/2023/Finance/JMartin/Item X 3 2023-XX
years old and also in need of replacement and
WHEREAS, this project will include the replacement of our point of sale (POS) cashiering system and miscellaneous accounts receivable system at no additional cost as part of the SpryPoint software, and
WHEREAS, the annual estimated cost for software services is $423,960, for a twoyear cost of $2,391,960 which includes an increase of 4% or CPI, whichever is greater, for annual maintenance and subscription costs, and contingency costs of $300,000, and WHEREAS, the Utility Billing Division bills for $172,188,157 in revenues annually with an uncollectible rate of less than 1% putting the cost of software replacement at less than
1.5% of annual billed revenues, and
WHEREAS, funding for the expenses is currently budgeted in Project 101396 and a budget adjustment is not needed for the expenditure budget on the project, and WHEREAS, a budget adjustment will be completed to establish the transfers from the various funds in the table above to Project 101396 with the actual transfer amount based on the actual expenditures in the fiscal year with the transfers coming from a reduction in the funds of the Non-Capital Improvement budget.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement with SpryPoint Services, Inc., Charlottetown, P.E., by utilizing the Competitive Bid Process with the City of Aurora, for Utility Billing, Receivables and Cashiering Software for a one (1) year Agreement, with (1) one-year Renewal Option for an estimated annual amount of $423,960, and a total amount not to exceed $2,391,960 over two (2) years.
BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby #17..
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11/14/2023/Finance/JMartin/Item X 4 2023-XX
authorized to execute the Agreement, in a form approved by the City Attorney.
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of November, 2023, by _________________, who moved its adoption, which motion being duly seconded by __________________, was upon roll call carried and the resolution adopted by the following vote:
AYES:Councilmembers:
NOES:Councilmembers:
ABSENT: Councilmembers:
ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC, City
Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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3/9/21
Bryn Fillinger
Purchasing Services Manager
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Master Subscription Agreement
This Master Subscription Agreement, effective as of November 1, 2023, is by and between SpryPoint Services, Inc (“SpryPoint) a Canadian Corporation with offices at 45 Queen Street, Charlottetown, PE C1A 4A4 and City of Modesto (“Client”) with offices at 1010 10th Street Modesto, CA 95354, United States.
Whereas SpryPoint provides a subscription Service to which Client intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows.
The exhibits and schedules attached hereto are an integral part of this agreement and are deemed incorporated by reference herein.
SpryPoint agrees to perform the services described below in accordance with the terms and conditions of this Agreement. Should there be a conflict of terms or conditions, this Agreement shall control, and the order of precedence shall be as follows:
1. Master Subscription Agreement
2. Exhibit A – Statement of Work
3. Exhibit B – Pricing Schedule
4. Exhibit C – Service Level Agreement
5. Exhibit D – Insurance Requirements
6. Exhibit E – Security Overview
7. Exhibit F – Data Processing Exhibit
DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Master Subscription Agreement, including any exhibits or attachments hereto. “Authorized Named User” means an end user of the Client that has been given access by Client to use the Services.
“Authorized Parties” means Clients’ or an authorized Affiliate’s Employees and third-party providers authorized to access Client’s Tenants and/or to receive Client Data by Client (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process. “Confidential Information” refers to the following types of material or content one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other non-public, sensitive information disclosed by Discloser including, but not limited to code, inventions, know-how, business, technical, and financial information, or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed, due to the nature of the information and the circumstances surrounding such disclosure Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, #17..
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before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations. “Client Data” means a subset of Confidential Information that is comprised of Client’s data obtained, used in, or stored as the result of the use of the Services. Client Data shall include the following: (a) Data collected, used, processed, stored, or generated by the Client as the result of the use of the Service, including any personal identifiable information (“PII”) and any information related to payment processing, such as credit card numbers and ACH account numbers. Client Data is and shall remain the sole and exclusive property of Client and all right, title, interest in same is reserved to Client.
“Client Input” means suggestions, enhancement requests, recommendations or other feedback provided by Client, its employees and Authorized Parties relating to the operation or functionality of the Service. “Competitor” means any entity that may be reasonably construed as offering competitive functionality or the Service offered by SpryPoint.
“Documentation” means the Software’s standard user manuals and any other accompanying documents related to the Software delivered to Client during Implementation. “Implementation” means the process for gathering requirements, configuring, testing, training, and integrating the Service for Client’s use, as set forth in a Statement of Work. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any appliable laws anywhere in the world, and all moral rights related thereto.
“Implementation Services” means the services provided by Provider to Client for the integration, implementation, and use of the Service, which may include project management, analysis, configuration, data conversion, training, testing, development and ongoing maintenance & support, as outlined in Exhibit A - Statement of Work.
“Malicious Code” means viruses, worms, timebombs, trojan horses and other malicious code, files, scripts, agents or programs.
“Messaging Service” means SpryPoint’s alerts, notifications, communications, campaigns & messaging capabilities provided with the Service.
“Parties” Collectively refers to SpryPoint and the Client. “Personal Data” means any information that is related to an identified or identifiable individual and has been provided by Client or its Affiliates as Client Data within the SpryPoint Service to enable SpryPoint to process the data on its behalf.
“Production Deployment” means once the Client has provided User Acceptance Testing (“UAT”) signoff and the Service has been moved into a production environment. “Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Client Data; provided that an incidental disclosure of Client Data to an Authorized Party or SpryPoint or incidental access to Client Data by an Authorized Party or SpryPoint, where no reasonable suspicion exists that #17..
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such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any appliable Law and (ii) any security breach (or substantially similar term) As defined by applicable law.
“Service” means the combination of SpryPoint’s software-as-a service applications as described in the Documentation and subscribed to as set forth in Exhibit B - Pricing Schedule or through a Change Order. “Service Level Agreement” (SLA). means SpryPoint’s standard Service Level Availability policy which may be updated from time to time. No update shall materially diminish SpryPoint’s responsibilities under the SLA. “Subscription Service Fee” means the annual amount invoiced and payable for Client’s use of the Service. The Subscription Service Fee does not include the one-time implementation fees for the Services as set forth in Exhibit A Statement of Work.
“Tenant” means a unique instance of the Service, with a separate set of Client data held by SpryPoint in a logically separated database.
“Term” means the Initial Term of this Agreement which commences on the Effective Date and will continue for one year.
“Updates” means all updates, improvements, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation as developed by SpryPoint and made generally available for Production use.
1. Provision of Service.
1.1 SpryPoint Obligations. During the Term of this Agreement, SpryPoint shall make the Service and Updates available to Client in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement. SpryPoint shall not use Client Data except to provide the Service, or to prevent or address service or technical problems, verify Service Updates, in accordance with this Agreement and the Documentation, or in accordance with Client’s instructions and shall not disclose Client Data to anyone other than Authorized Parties in accordance with this Agreement.
1.2 Client Obligations. Client may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Client and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Client is responsible for all Authorized Party use of the Service and compliance with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, and legality of all Client Data and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify SpryPoint promptly of any such unauthorized access or use. Client shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service or its related systems or networks in a manner not set forth in the Documentation. Client shall designate a maximum number of named contacts as listed in the applicable Order form to request and receive support services from SpryPoint. Client shall be liable for the acts and omissions of all Authorized Parties and Client Affiliates relating to this Agreement.
1.3 Acceptable Use. Client acknowledges and agrees that SpryPoint does not police the content of communications or data of Client or its users transmitted through the Service, and that SpryPoint shall #17..
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not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations Client is solely responsible (a) for making sure that the disclosure and use of data, content and information provided to SpryPoint does not violate any applicable law or infringe upon the intellectual property rights of any third party and (b) for the appropriate use of any reports and other materials prepared by Client in a manner that will not violate any applicable law or infringe upon the intellectual property rights of any third party. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. SpryPoint may remove any violating content posted or transmitted through the Services, without notice to Client. SpryPoint may suspend or terminate any user’s access to the Service upon notice in the event that SpryPoint reasonably determines that such user has violated the terms and conditions of this Agreement.
2. Fees.
2.1 Invoices & Payment. SpryPoint will invoice Client the first-year subscription fee for the Service upon execution of this agreement. All fees are quoted and payable in United States Dollars. All invoiced charges are due net 30 days from the invoice date unless otherwise stated on the invoice. Client is responsible for providing SpryPoint complete and accurate billing and contact information including a valid email address prior to the commencement of your subscription. Upon SpryPoint’s request, Client will make payments via electronic bank transfer. All remittance and invoice inquiries are to be directed to [email protected].
2.2 Non-Cancelable & Non-Refundable. Except as specifically set forth to the contrary under Section 6 (Warranty) and Section 7 (Indemnification), all payment obligations are non-cancelable, and all payments made are non-refundable.
2.3 Non-Payment and Suspension of Service. If SpryPoint does not receive any invoiced amount by the due date as provided in Section 2.1 herein, then without limiting rights and remedies, the invoiced amount(s) may accrue interest at the rate of 1.5% per month. If any amount owing by Client for SpryPoint’s services under this or any other agreement is net 30 or more days overdue, SpryPoint, without limiting its other rights and remedies reserves the right to suspend the Service until such amounts are paid in full.
2.4 Taxes. All fees invoiced pursuant to this Agreement do not include any applicable taxes. Client shall be solely responsible in the event any authority imposes a duty, tax, levy, or fee (excluding those based on Provider’s net income) directly upon the Client in relation to this Agreement.
2.5 Tax Status. SpryPoint’s fees do not include any Transaction Taxes. Client agrees that it is exempt from all Transaction Taxes, including but not limited to, any local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value - added, goods and services taxes, excise, use or similar taxes. In the event that Client’s tax-exempt status changes such that it is no longer exempt from Transaction Taxes, Client shall become responsible for paying all Transaction Taxes associated with this Agreement. If SpryPoint has a legal obligation to pay or collect Transaction Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client. If Client itself, as a body entitled to assess taxes or fees, imposes any taxes or fees upon SpryPoint’s provision of the Services, the fees in this Agreement are net of any such taxes or fees and SpryPoint will gross up its invoices to include such taxes or fees. #17..
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2.6 Additional Services. The Service includes optional variable services such as SMS messaging services and outbound IVR dialer services (collectively “Additional Services”). All Additional Services shall be invoiced by SpryPoint to Client upon the request of such services by Client at the pricing and rates provided in Exhibit B.
(a) For SMS text messaging services, an optional SMS Short Code fee shall be invoiced upon request of a Short Code by Client. SMS short code fees shall be invoiced annually, while in- bound and outbound text message usage fees shall be invoiced monthly for actual amount used. (b) For Outbound IVR services, usage fees shall be invoiced monthly for the actual amount used upon activation and usage of the outbound IVR services.
2.7 Enhancement Cost. Any enhancements to the Service beyond the initial scope as outlined in Exhibit A – the Statement of Work will be performed on a time and material basis, at an hourly rate of $200 USD per hour. We will implement enhancements pursuant to the change control process as outlined in Exhibit A.
2.8 Additional Users. SpryPoint will be automatically notified when new users are added to Client’s Service. If the number of active users, not including archived users, exceeds Clients current subscription, SpryPoint will invoice client for any incremental user additions during the calendar month. Invoice to client will be prorated to align with the remaining months in Client’s subscription period.
3. Proprietary Rights
3.1 SpryPoint Intellectual Property Rights. SpryPoint retains all right, title, and interest in and to the Service, Documentation and other SpryPoint Intellectual Property Rights including any related methodologies, techniques, processes, and instruction developed by SpryPoint and used in the course of delivering the Service under this Agreement and an applicable Statement of Work. No rights are granted to Client hereunder other than expressly set forth herein. Client shall not (and shall not allow or cause any third party to (i) reverse engineer, modify or copy the Service or Documentation or create any derivative works based on the Service and Documentation; (ii) copy and features, functions, interfaces, integrations or graphics of the Service or Documentation; (iii) access the Service or Documentation in order to build any commercially available product or service.
3.2 Client Rights. SpryPoint hereby grants Client’s Authorized Named Users (and those of Client’s Affiliates and Authorized Parties) a non-exclusive, non-transferable, non-perpetual limited right to use the Service and Documentation, solely for the internal business purposes of Client and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement.
3.3 License to Host Client’s Data. Client grants SpryPoint and SpryPoint’s hosting partners a worldwide, limited-term license to host, copy, transmit and display Client’s Data, as necessary for SpryPoint to provide the Service in accordance with this Agreement. As between SpryPoint and Client, SpryPoint acquires no right, title or interest from Client under this Agreement in or to Client’s Data.
3.4 License to use Client’s Feedback. Client grants to SpryPoint and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other Client feedback relating to the Service. SpryPoint shall have no obligation to make Client Input an Improvement.
3.5 Statistical Information. SpryPoint owns all aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types #17..
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of transactions, configurations, and performance results for the Service. SpryPoint may anonymously compile statistical information related to the performance of the Service for purposes of improving the SaaS service, provided that such information does not identify Client’s data or include Client’s name.
4. Confidentiality
4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party’s prior written permission.
4.2 Nondisclosure. A party shall not use Confidential Information for any purpose other than to facilitate this Agreement. A Recipient: (a) shall not disclose Confidential Information to any employee or contractor unless such person needs access in order to facilitate the Agreement and executes a nondisclosure agreement with Recipient (b) shall not disclose Confidential Information to any third party without Discloser’s prior written consent.
4.3 Protection. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event using less than a reasonable standard of care.
4.4 Injunctive Relief. Recipient agrees that breach of Confidentiality would cause irreparable injury, for which monetary damages would be inadequate. If a recipient discloses or uses any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts.
4.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will retain all right, title and interest in and to all Confidential Information.
5. Data Privacy & Security
5.1 SpryPoint use of Data. Client hereby grants SpryPoint a limited right to access, process, collect, store, generate, display, and use Client Data for the sole purpose of providing the Service. SpryPoint shall keep and maintain Client Data in strict confidence and shall not allow any third parties to use, disclose, or access Client Data without Client’s prior written consent. Notwithstanding the foregoing, SpryPoint may disclose Client Data as required by applicable law or by proper legal or governmental authority. SpryPoint shall give Client notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest such required disclosure, at Client’s expense.
5.2 Data Security. Each Party shall be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Client Data, but in any case shall adopt industry accepted best practices or commercially reasonable cybersecurity; protect against any anticipated threats or hazards to the security of Client data, protect against unauthorized disclosure, access to, or use of Client Data, ensure the proper disposal of Client Data, and ensure that all employees, agents, and subcontractors, if any, comply with the above.
5.3 Unauthorized Disclosure. If either Party believes there has been a Security Breach, such party must notify the other party upon the earlier of promptly upon discovering the Security Breach but in no case more than forty-eight (48) hours after discovery or any time frame required by applicable law unless legally prohibited from doing so. Each Party will reasonably assist the other Party in mitigating or #17..
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remediating any potential damage where appropriate. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it. As soon as reasonably practicable after any such Security Breach, upon Client’s request, Client and SpryPoint will consult in good faith regarding the root cause analysis and any remediation efforts.
6. Warranties & Disclaimers
6.1 From SpryPoint.
a) Function: SpryPoint represents and warrants that, during the Term, the Service will perform materially in accordance with the Documentation.
b) Intellectual Property Rights: SpryPoint represents and warrants that it owns the Service and has the power and authority to grant the rights in this Agreement without the further consent of any third party.
c) Malicious Code: SpryPoint represents and warrants that to the best of its knowledge, the Service does not contain any Malicious code. SpryPoint further warrants that it will not knowingly introduce any Malicious Code into the Service.
6.2 From Both Parties. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation know to it would have a material adverse impact on its ability to perform as required hereunder.
6.3 Warranty Remedies. In the event of a breach of the warranty as set forth in Section 6.1, or upon the discovery of Malicious Code in the Service, (a) SpryPoint shall correct the non-conforming Service at no additional charge to Client or (b) in the event SpryPoint is unable to correct such deficiencies after good-faith efforts, SpryPoint shall refund Client amounts paid that are attributable to the defective Service from the date SpryPoint received such notice through the date of remedy, if any. At no time shall the refund exceed the subscription fees actually paid by Client in consideration for SpryPoint’s service delivery during the immediately preceding twelve (12) month period for the Service.
6.4 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 6.1 AND
6.2 ABOVE, SPRYPOINT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. SPRYPOINT DOES NOT WARRANT THAT THE
SERVICE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT IMMATERIAL INTERRUPTION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICE.
7. Indemnification
7.1 Indemnification. SpryPoint shall protect, defend, hold harmless and indemnify Client and any and all of its officials, employees, contractors and agents harmless against any loss, damage or costs in connection with claims, demands, suits or proceedings (“Indemnified Claims)” made or brought against Client alleging that the use of the Service infringes any third party’s Intellectual Property Rights; provided, however, that Client; (a) promptly gives written notice of the Claim to SpryPoint within thirty (30) days of receiving the claim; (b) gives SpryPoint sole control of the defense and settlement of the Claim; and (c) provides to SpryPoint, at SpryPoint’s cost, all reasonable assistance. SpryPoint’s obligations set forth in this Section do not apply to the extent that an Indemnified Claim arises out of:
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consent; (c) Client’s failure to incorporate Upgrades that would have avoided the alleged infringement; (d) Modification of the Service by Client, its Employees, or Authorized Parties in conflict with Client’s obligations (e) Unauthorized use of the service by third parties; or (f) use of the Service in a manner inconsistent with the Documentation. Furthermore, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole gross negligence or sole willful misconduct of Client. If Client is enjoined from using the Service or SpryPoint reasonably believes it will be enjoined, SpryPoint shall have the right at its sole option, to obtain for Client the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to SpryPoint, then use of the Service may be terminated at either party’s option and SpryPoint’s sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination.
8. Limitation of Liability
8.1 Liability Cap. SpryPoint’s liability arising out of or related to this Agreement shall in no event exceed two times the Subscription Fees paid by Client within the twelve (12) months preceding the claim.
8.2 Clarifications & Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY’S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN
CONTRACT, TORT OR OTHERWISE, EXCEED TWO TIMES THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT IN CONSIDERATION FOR SPRYPOINT’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, SPRYPOINT’S LIABILITY LIMITS APPLY TO SPRYPOINT’S AFFILIATES,
PROVIDERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND OTHER REPRESENTATIVES.
8.3 Exclusion of Damages. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY
PURSUANT TO A COURT AWARAD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL
AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW MUCH
DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF US, COST OF DATA RECONSTRUCTION,
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR
OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT
NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY,
ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS, OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS ARE EXCLUDED AS SPRYPOINT’S LOST PROFITS.
9. Term & Termination
9.1 Term of Agreement. The Term of this agreement commences on the Effective Date and will continue for one year.
9.2 Annual Renewal. The initial Term shall automatically renew for successive terms of one year unless either party provides the other written notice of termination at least (30) days prior to the expiration of the current term.
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9.3 Annual Escalation. The annual Subscription Service Fee for the Service shall be subject to adjustment on each anniversary of the Effective Date at the higher of the following:
a) in accordance with the change in the USA Consumer Price Index (“CPI”) as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to each anniversary of the Effective Date
b) 5% per year.
9.4 Termination for Convenience. Client shall have the right to terminate this Agreement without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to SpryPoint. Upon termination, Client shall pay SpryPoint all fees due up to the time of termination.
9.5 Termination for Default. Either party may terminate this Agreement upon Thirty (30) days prior written notice in the event of a material breach by the other party if such breach remains uncured at the expiration of such notice period.
9.6 Termination for Non-Appropriation of Funds. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are not forthcoming or are insufficient, through the failure of any entity to appropriate funds or otherwise, Client will have the right to terminate at no additional cost or penalty by giving Thirty (30) days written prior notice documenting the lack of funding.
9.7 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service. Termination for any reason shall not relive Client of the obligation to pay any fees accrued or due and payable to SpryPoint prior to the effective date of termination.
9.8 Access to Client Data. Upon written request by Client made prior to any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely for purposes of Client retrieving Client Data for a period of up to sixty (60) days. After 60 days, SpryPoint will have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client Data and will have no further obligation to make it available to Client.
10.Messaging.
10.1 Supplemental Messaging Terms. If Client elects to use SpryPoint’s Alerts, Notifications, Communications, Campaigns & Messaging capabilities (Messaging Service”) provided with the Service the following supplemental terms (“Messaging Terms”) will apply. For avoidance of doubt, Messaging Terms apply to all SpryPoint applications within the service involving automated phone calls, prerecorded messages, text messages, emails, in-app notifications and any other bulk communications.
10.2 Responsibility & Risk. Client shall be solely responsible for the content of any communications which Client initiates or authorizes in connection with the Messaging Services. SpryPoint shall have no responsibility or liability with respect to messages or communications initiated or authorized by Client.
Client assumes all risks associated with use of the Messaging Service
10.3 Messaging Indemnity. Client shall hold harmless, defend and indemnify SpryPoint and its officers, directors, employees, contractors and representatives from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties and attorney’s fees arising out of or relating to the Messaging Service or any breach by Client of the Agreement including without limitation, these Messaging Terms, except in the event of SpryPoint’s willful misconduct. #17..
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10.4 Compliance. SpryPoint is limited to delivering the Messaging Service to the Client as part of the Service, accordingly, compliance with applicable laws is strictly Client’s responsibility with respect to the Messaging Service notwithstanding any provision to the contrary.
11.Miscellaneous
11.1 Independent Contractor. SpryPoint and all persons(s) employed by or contracted with SpryPoint to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(S) or employee(s) of Client. SpryPoint has full rights to manage its employees in their performance of the Service under this agreement. This agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
11.2 Insurance. SpryPoint will maintain during the entire Term of this Agreement, at its own expense the insurance coverage as outlined in Attachment D. The policies shall name Client as an additional insured with respect to the provision of services provided under this agreement.
11.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California.
11.4 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the third business day after first class mailing.
Notices to the Client shall be sent to:
Attention: City of Modesto Purchasing Division
P.O. Box 642
Modesto, CA. 95354
Notices to SpryPoint shall be sent to:
Kyle Strang
CEO
45 Queen Street – Suite #401
Charlottetown, PE C1A 4A4
11.5 Waiver. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Neither Client’s review, acceptance nor payments for any of the Service or the Implementation Services shall be constructed to operate as a waiver of any rights under this agreement or of any cause of action arising out of the performance of this Agreement.
11.6 Force Majeure. In no event shall either party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that SpryPoint shall use reasonable efforts which are consistent with accepted software industry practices to resume performance as soon as practicable under the circumstances. Dates by #17..
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which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
11.7 Conflicts of Interest. SpryPoint declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the Client in connection with the award, terms or implementation of this agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the Client has or will receive compensation, directly or indirectly, from SpryPoint, or from any officer, employee or agent of SpryPoint, in connection with the award of this agreement or any work to be conducted as a result of this agreement. Violation of this Section shall be a material breach of this agreement entitling the Client to any and all remedies at law or in equity. SpryPoint may not serve other clients whose activities within the corporate limits of Client or whose business regardless of location would place SpryPoint in a “conflict of interest” as that term is defined in the Political Reform Act, California Government Code section 81000 et seq. SpryPoint understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and SpryPoint will not be entitled to any compensation for services performed.
11.8 Records. SpryPoint shall be required to maintain records relating to its performance of the agreement and to make those records available for audit and inspection for four (4) years after the completion of this agreement or at such time that the agreement is otherwise terminated.
11.9 Audit. Client’s duly authorized representative shall upon reasonable notice to SpryPoint (and not more than twice each calendar year) have access at all reasonable times to all billings reports and records solely as necessary to audit and verify SpryPoint’s charges to City under this Agreement. In the event the audit uncovers that Client is charged five percent (5%) or more than what is owed, SpryPoint shall be responsible for the entire cost of the audit.
11.10 Fair Employment. SpryPoint shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
11.11 Time. Time is of the essence in the performance of this Agreement.
11.12 Assignment. Neither Party may may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party (which consent shall not be unreasonably withheld). Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. In no event shall Client have the right to assign this Agreement to a direct Competitor of SpryPoint. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.13 Severability. To the extent permitted by the law, the parties waive any provision of law that would render any clause of this Agreement invalid or unenforceable. In the even that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfills its intended purpose to the maximum extent permitted by the law, and the remaining provisions of this Agreement will continue in full force and effect.
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11.14 Publicity. Except as set forth herein, SpryPoint shall not use Client’s name, logos, or trademarks in any written press releases, advertisements and/or marketing materials without the prior consent of Client, SpryPoint is authorized to use Client’s name and logo in lists of Clients and on its website, however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from SpryPoint.
11.15 Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer.
11.16 Amendment. This Agreement may only be amended in writing by authorized representatives of each party.
11.17 Execution in Counterparts: This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.
Client Name SpryPoint Services, Inc.
Signature: Signature:
Name: Name: Kyle Strang
Title: Title: CEO
Date Signed: Date Signed:
5440115.1
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Statement of Work
45 Queen Street
Charlottetown,
PE SpryPoint.com
C1A 4A4, Canada
–
Exhibit A - Statement of Work
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents
Table of Contents
1. Introduction 4
2. Project Goals and Objectives 5
2.1. Goals and objectives 5
2.2. Guiding Principles 7
3. Scope of Work 8
3.1. Overall Project Approach 8
3.2. Pre-Project Initiation 9
3.3. Project Initiation 11
3.3.1. Project Initiation – Deliverables, Roles & Responsibilities 12
3.4. Analysis 15
3.4.1. Analysis – Overview/System Familiarization 15
3.4.2. Analysis - Workshops 15
3.4.3. Analysis – Planning Documents 16
3.4.4. Analysis – Data Migration 17
3.4.5. Analysis - Reporting 17
3.4.6. Analysis – Organizational Change Management 18
3.4.7. Analysis – Deliverables, Roles & Responsibilities 19
3.5. Configuration 24
3.5.1. Configuration – Configuration Workbook & Workshops 24
3.5.1.1. Other Configuration Items 24
3.5.2. Configuration – Data Migration 25
3.5.2.1. Data Mapping 25
3.5.2.2. Data Migration, Iterations & Refreshes 27
3.5.2.3. Iteration 1 27
3.5.2.4. Iteration 2 28
3.5.2.5. Iteration 3 28
3.5.2.6. Iteration 4 29
3.5.2.7. Data Cleansing 29
3.5.2.8. Data Acceptance Testing 29
3.5.3. Configuration – Integrations & Enhancements 30
3.5.3.1. Interfaces 30
3.5.3.2. Enhancements 30
3.5.4. Configuration – Core Team Training 30
3.5.5. Configuration – Reports 31
3.5.6. Configuration – Security & Roles 31
3.5.7. Configuration – Organization Change Management (OCM) 31
3.5.8. Configuration – Deliverables, Roles & Responsibilities 32
3.6. Test 42
3.6.1. Test – Test Scripts 42
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Statement of Work
2 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.6.2. Test – Training Material 42
3.6.3. Test – Tester Training 42
3.6.4. Test – Enhancement Testing 43
3.6.5. Test – Integration Testing 43
3.6.6. Test – Functional Testing 43
3.6.7. Test – User Acceptance Testing 44
3.6.8. Test – Organizational Change Management 44
3.6.9. Test – Deliverables, Roles & Responsibilities 45
3.7. Deploy 52
3.7.1. Deploy – Prerequisites 52
3.7.2. Deploy – Go Live Cutover Plan 52
3.7.3. Go/No Go Decision 53
3.7.4. Deploy – End User Training Material 53
3.7.5. Deploy – End User Training 53
3.7.6. Deploy – Mock Go Live 54
3.7.7. Deploy – Customer & Vendor Notifications 54
3.7.8. Deploy – Go Live 54
3.7.9. Deploy - Deliverable(s), Roles & Responsibilities 55
3.8. Operate 61
3.8.1. Operate – Post Go Live Support 61
3.8.2. Operate – Transition to Customer Success 61
3.8.3. Operate – System Acceptance & Project Close Out 62 ● 63
3.8.4. Operate – Deliverables, Roles, & Responsibilities 63
3.9. Project Governance 66
3.9.1. Project Management (PM) 66
3.9.2. Project Communications & Tools 66
3.9.3. Acceptance Period 67
3.9.4. Agreed Severity Definitions 68
3.9.5. Milestone Acceptance Process 69
3.9.6. Scope & Project Change Management 69
3.9.7. Issues and Risk Management 70
3.9.8. Conflict Resolution and Escalation Process 71
3.9.9. Project Working Times 71
3.9.9.1. Project Working Schedule 71
3.9.9.2. Statutory Holidays 71
3.9.10. Executive Steering Committee 73
3.9.11. Project Management Reoccurring Deliverables 74
4. Integrations & Enhancements 75
4.1. Integrations 75
4.2. Enhancements 81
5. Project Assumptions 81
5.1. General Assumptions 81
5.2. System Testing Assumptions: 82
5.3. Training Assumptions: 83
5.4. Production Readiness and Cutover Assumptions: 83
6. Appendices 83
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Statement of Work
3 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Statement of Confidentiality
The contents of this document are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint unless requested under is a public record pursuant to Florida Statutes Chapter 119.
6.1. Definitions 83
6.2. Milestone Schedule 88
6.3. Document Samples 89
6.3.1. Project Status Report - Sample 90
6.3.2. Risk Log 96
6.3.3. Change Order Form 98
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Statement of Work
4 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
1. Introduction
This Statement of Work (SOW) is entered into per the Agreement Date by and between SpryPoint Services Inc. (hereinafter “SpryPoint”), with principal offices in Charlottetown, PE, and City of Modesto (“ the Client”) with offices at 1010 10th St. Suite 2100, Modesto, CA, United States of America.
Background Statements:
● SpryPoint will provide a range of software solutions and services to achieve a business solution that meets the identified Customer Information System (CIS) Solution (“Solution”) requirements of the Client. Client is open to new ways to achieve the same outcome but are not looking to go backward in functionality or efficiency.
● The Solution will encompass several SpryPoint products with Metabase included as a reporting and dashboard solution. The products include:
o SpryCIS – Customer Information System
o SpryMobile – Mobile Field Service
o SpryEngage – Customer Engagement Portal
o SpryIDM – Interval Data Management
● The Client wishes to work together with SpryPoint for the implementation of the Solution and SpryPoint agrees to provide such services and/or software as agreed to in the terms provided herein.
● This Statement of Work provides the general detailed terms and provisions that govern the delivery of all services and/or deliverables to the Client by SpryPoint.
This document is one of several that constitute the Agreement. As such, if any discrepancy exists between the documents, the precedence shall be listed in the Statement of Work. These documents help define the project’s scope and will guide its execution.
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Statement of Work
5 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
2. Project Goals and Objectives
2.1. Goals and objectives
The Client’s goals for this project and their supporting objectives are to take advantage of the newest technology and harness efficiencies to modernize their customer and meter to cash business processes. The implementation, and enhanced support of these new technologies are an opportunity to drive automation and efficiencies in business functions and ultimately improve productivity.
The primary objectives for this project include
● Baseline and Efficiencies in Functionality/Business Processes ● Functionality must be equivalent to or better than the Authority’s current Customer Information System software. Quantifiable gains and efficiencies, along with expanded functionality, are core requisites.
● Measurable efficiencies in key areas of the Authority's business include, but are not limited to:
o Automation and mobilization of field service functions/service orders o Accessibility of data/flexible data model for ease in data extraction, reporting, queries, and open standards/web-services based integration o Enhanced inbound and outbound Customer Self Service functions and processes, including:
▪ Customer web portal Single Sign-On capabilities
▪ Electronic Bill Payment Processing (EBPP) management and enrollment
▪ Service requests
▪ Communication channel preferences for ALL communication types with updating capabilities
▪ Access to customer history and data, including Interval Consumption
▪ Seamless and real-time integration of customer interactions and with coinciding updates to all Authority databases, as appropriate Automation
● Allowing technology to do the work, workflows, integration, guided processes, and intuitive processes (less ad hoc scripts and manual processes) free up the Client’s employees, leaving more time to focus on business needs. ● Make the Employees’ lives and jobs easier
● The software should provide the Client’s employees with the information they need to serve its customers best.
● Modern Technology
● The look and feel of the software should emulate a modern touch. This includes the technology stack that utilizes current and modern standards for the user interface, user intuitiveness, security, development tools, practices, etc. The software should have open data access/integration standards for easy data access and integration.
Implementation
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Statement of Work
6 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● Plan and perform a cost-effective and timely implementation.
Integrity
● All aspects of the project and participants should be fair, honest, and conducted with integrity.
Additionally, both SpryPoint and Client agree to the following statements to guide a successful implementation:
● Implement a new CIS Solution built on a modern and cloud-based technology platform in accordance with SpryPoint’s proposal. ● Implement a solution that will interface with or provide replacement solutions for several of the Client’s existing systems, simplifying the overall customer and meter-to-cash applications footprint. ● Implement advanced options for calculating customer bills, and providing customer self-service capabilities, mobile field service, backflow program management and other common functions and features.
● Provide a system that is flexible enough to accommodate business changes, requests for new services, and the need for enhanced business information.
● Implement a solution that is upgraded and enhanced regularly by SpryPoint.
● Implement a solution that provides the best business-practice methodologies.
● Implement a cost-effective solution that can be easily maintained. ● A Web based solution that allows for automation and streamlining of the overall customer and meter-to-cash processes and improves data management, including collection, reporting and record keeping.
Greater transparency and visibility into the Solution:
● User-friendly reporting tools & advanced data analytics. ● API driven interfaces into and from the CIS system.
● An automated method for uploading meter readings to the CIS. ● Automated dispatching and Mobile Field Service.
● Audit Trails throughout the applications.
● See alerts and consumption history on the mobile application.
Provide better customer service:
● Provide the following benefits: easy access to information, user friendliness, process automation, real-time system changes, billing flexibility, and 24/7 access.
● Accurately calculate bills for all Customer classes, services, cycles, allocations, and capital recovery.
● Correctly allocate accounts receivable and payments among general ledger funds.
● Correctly process account and property activities.
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Statement of Work
7 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● Provide Customer Service Reps (CSRs) with quicker access to customer information in one centralized location with a 360-degree view of the customer.
● Integrate customer self-service capabilities (that is, account information, payment options, service activities, etc.).
● Increase the efficiency and effectiveness of both employees and business processes and to improve employee job satisfaction, resulting in better customer service.
● Generate customer service metrics to satisfy the Client’s desire to improve as well as meet future regulatory requirements. ● Improve data access through reporting & dashboarding tools. ● Ability for customers to sign up for and receive bills via email. ● Ability for customers to sign up for leak alerts, financial alerts, and usage alerts.
● Ability to manage meters, registers, and endpoint (ERT).
Successfully Manage the Conversion Project:
● Deliver the Project on time and within budget.
● Employ a formal project management process.
● Engage the users of the system in the communication and decisionmaking processes to develop ownership and acceptance of the new system.
● Provide adequate knowledge transfer throughout the project. ● Ensure that the implementation is as non-disruptive as possible to customers.
2.2. Guiding Principles
The Project will employ the following guiding principles throughout its operation and execution:
1. Standardize and align business operations to Industry best practices where it makes sense.
2. The Project will be based on a ‘Solution-Based’ approach rather than a ‘Systembased’ approach focusing on high value processes and driving efficiencies.
3. The Client will empower designated Project team members knowledgeable on current state of operations to make decisions that will bind the Client in future state business process operations. These designated team members will be represented in each workshop.
4. Leverage base application capabilities as much as possible and minimize Client specific customizations.
5. SpryPoint and the Client will operate as a unified team and partners in the execution of the Project.
6. There will be a focus and commitment to organizational change management and staff preparation and readiness throughout the Project. #17..
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Statement of Work
8 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
7. Transparency of Project status and readiness will not be compromised regardless of desired outcome.
8. SpryPoint will lead the project and keep consistent communication and transparency in the progress tracking of the project as outlined in the Project Governance Section of this document.
9. Client will measure the success of the project against the following statement: “A fully delivered solution of acceptable quality, on time and within budget that delivers accurate and timely customer and meter to cash processes.” The following applies:
● Scope as defined in this agreement is fully met at the acceptance of the system: Project is “fully delivered”;
● Acceptance of delivered scope at the completion of the project occurs as scheduled: Project is “on time”;
● Costs do not exceed the projected budget as appropriated at the start of the project and/or any additional approved change orders: Project completes “within budget”;
● Acceptance criteria according to that defined in this agreement and subsequent deliverables, are met and project deliverables are of “acceptable quality”.
3. Scope of Work
3.1. Overall Project Approach
SpryPoint shall use its implementation methodology, to deliver the SpryPoint Services, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combined it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows:
● Analysis
● Configure
● Test
● Deploy
● Operate
The Project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts. #17..
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Statement of Work
9 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.2. Pre-Project Initiation
Upon contract signing, SpryPoint shall use its implementation methodology, to deliver the SpryPoint Service, while reporting and delivering to the Client the requested deliverables and service levels in this SOW. SpryPoint will use its hybrid approach that brings together the best of the traditional Waterfall Methodology and combined it with the best elements of the Agile Methodology. This hybrid approach encompasses Project Management tasks, Pre-Project tasks, and five (5) phases, as follows:
● Analysis
● Configure
● Test
● Deploy
● Operate
The project scope assumes all SpryPoint Products will go live at the same time. If it is determined during implementation to split up the go live of one or multiple products, the change order process will be engaged to outline any project impacts.
Before Project Initiation there are several pre-project activities the Client can choose to perform to prepare for the implementation. Completion of these activities is not mandatory to start the project but will need to be completed at some point before go live.
● Documentation to gather:
✔ Operating policies:
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Statement of Work
10 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ✔ Any documentation on Standard Operating Procedures
✔ Published rules/polices
✔ Internal documentation – How To/Workflows, etc.
✔ Gather Lists of Information:
✔ Customer Forms (online or printed)
✔ Communications – letters (collections, budgets, payment plans, etc.)
✔ Service Order Types
✔ Credit Memos
✔ Miscellaneous Charges
✔ Billing Rates/details
✔ Penalty and collection rules
✔ GL codes used in CIS
✔ Meter data (counts, types of meters, inventory, GIS information) ✔ Staffing and Roles:
✔ Identify Subject Matter Experts
✔ Grid of staff, roles, and responsibilities
✔ Field Operation users that will need to be engaged with SpryMobile
✔ Bill Statement
▪ Bill design, structure of content, changes from existing bill ✔ Goals of redesign
✔ Who needs to approve a new design?
✔ Does the new design need to be approved by a committee? If so, how long does this process take
✔ Reporting
✔ What reports do you have today?
✔ Do you still use this report and what is it for?
✔ Complete a Reports list
✔ Collect report samples
✔ Data Cleansing
✔ Start to identify problem records (accounts, customers, premises) ✔ Start to identify duplicate records
✔ Identify problems with data that should be resolved
✔ Identify fields that are multipurpose
3.3. Project Initiation
Project Initiation describes the collaboration between the Client and SpryPoint to begin the project. SpryPoint cannot start project initiation until the contracts have been fully executed.
Upon execution of the contract, SpryPoint will initiate the project, and start preparation and mobilization of its resources in accordance with the requirements defined in this SOW. #17..
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 11
3.3.1. Project Initiation – Deliverables, Roles & Responsibilities For this implementation to be successful, there are various levels of engagement that are required by team members on both the Client and SpryPoint teams. The RACI charts are designed to demonstrate who needs to perform work on each project deliverable. The following key will be used for each RACI to explain the level of engagement required.
R= Responsible – Assigned to complete the task/i.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done; C = Consulted – provides input into a task and/or consulted before a decision or action; I = Informed – Must be informed after a decision or action. #17..
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Statement of Work
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 12 Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
No. Deliverable
Name
Deliverable
Description
SpryPoint Client
1. Mobilize
Project Team
Identify and assign team
members and introduce
teams.
A R I
2. Mobilize
Client Project
Team
Identify and assign team
members and introduce
teams.
A R I I C
3. Pre-Project
Kickoff
Initial Project Managers
Meeting to introduce people
outline next steps, schedule
meetings, and start project
work.
A I R I
4. Prepare
project
infrastructure
Send welcome information,
setup shared drives and
access.
A R
5. Initial Project
Schedule
Update project plan that
will be used as baseline for
project.
A C
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Statement of Work
13 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
6. Project Kickoff Formal meeting to kickoff
the Project. This includes
the following activities:
▪ Meeting agenda
▪ Meeting presentation
A C C C C I I C
7. Environment
Setup
Provision environments and
provide access for core
team.
A R C
Verify
environments
Confirm list of initial access
and confirm users can log
in.
C A C
8. Analysis
Workshop
Schedule
complete
The creation of the
workshop schedule and
invites sent.
A C R C
Add Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #17..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 14
3.4. Analysis
The purpose of the Analysis phase is to gather the specific information needed to complete configuration of the SpryPoint Products. This phase is also used to clarify any business requirements and processes and/or identify any gaps that may exist.
3.4.1. Analysis – Overview/System Familiarization
During this phase either before or as part of the workshops SpryPoint will complete an overview product session. The purpose of this session is to introduce the core team members to the SpryPoint product(s).
3.4.2. Analysis - Workshops
A SpryPoint team member will lead workshops involving appropriate SpryPoint project resources, and the Client business process experts to create an Analysis Report. These workshops and the resulting documentation will work to define the future business processes and identify any gaps between the desired future business processes and SpryPoint Functionality.
SpryPoint and the Client will jointly identify and document the business processes.
SpryPoint will provide draft copies of the Analysis Report and other documentation on an agreed upon timeframe for review and approval by Client to ensure accuracy of the information gathered.
Prior to the workshops SpryPoint will:
✔ Develop Workshop schedule/agenda with input from the Client ✔ Prior to interviews, SpryPoint staff will familiarize themselves with the Client’s legacy system using available material provided by the Client, personal interviews, and other such information as needed.
During this activity SpryPoint will:
● Conduct workshops to discuss possible organizational changes that may result from implementing the new system, and how to manage them. ● Conduct individual or group interviews to confirm current business processes, review standard configuration of the SpryPoint Service in relation to these processes, recommend process changes based on the best practices with the SpryPoint Product(s), and identify enhancements or configuration changes that are needed, or that could be mitigated by the adoption of recommended business practice changes. The following business processes will be reviewed. #17..
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15 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ▪ Customer Service
▪ Premises
▪ Service Orders
▪ Meters
▪ Billing
▪ Accounting, payments, collections, and bankruptcy processes, including debt remaining at any premise and recovered
through transfer of title
▪ Customer Engagement
▪ Customer Communications
▪ SpryEngage
o Self Service
▪ Registration
▪ Payments
▪ Payment History
▪ Billing
▪ Analytics
▪ Forms
▪ Password Resets
▪ Requests
▪ Profile Management
▪ Help & FAQ
▪ Administration
o Campaigns & Alerts
o Customer Relationship Management
▪ Mobile Field Service
▪ Dispatching
▪ Meter activities
▪ Service Orders
▪ Optimized Routing
▪ Photos
During this sub-section of the Analysis phase, other workshop sessions may be identified and required to ensure all business needs are being met.
3.4.3. Analysis – Planning Documents
During the Analysis Phase there are several documents that are created. To create these documents SpryPoint will meet with the appropriate Client team members. ● Test Plan – A document that outlines the strategy for testing. As part of the test plan testing success parameters will be agreed to with the Client. For example: it will include criteria like X % of residential accounts need to be checked or 100% of industrial account with no unexplainable discrepancies. ● Training Plan – a document that outlines the requirements for training. This includes a training matrix that can be used to plan End User training for the various #17..
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16 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved user roles and courses. The Client will be responsible for matching training needs to individual End Users.
● Security Plan - Based on the workshops and interviews, SpryPoint will provide an out of the box security plan. In addition, SpryPoint provides base security roles. The Client will be responsible to match individual users to the security roles and assign roles to their users.
● Report Plan – Develop a document that summarizes the reports & dashboards that are needed in the operational areas, determine which reports are already available within the SpryPoint Service, and identify which reports need to be modified, or newly written, to meet the Client's business needs.
3.4.4. Analysis – Data Migration
Data Conversion is a critical part of every implementation project. During the Analysis Phase, workshop(s) will be held to define the following:
● Location of Client Data and access to Client data
● Confirmation of records that require conversion (as defined below) ● What format the Client Data will be received in
● Data cleansing options
● Parameters for data checking/validation
● How Client Data will be mapped to the new data structure This information will be gathered and documented in the Data Conversion Strategy document.
3.4.5. Analysis - Reporting
During the Analysis Phase a Report Analysis will be completed. This analysis will be used to review the reports that the Client uses and their purpose. Once this is established SpryPoint will group the report into different categories:
● No Longer Needed – the report will be deemed as no longer needed because either the Client currently doesn’t use it, or because of a business process change or the new system functionality the report is deemed unnecessary. ● Match Report – the report is matched to an equivalent SpryPoint Report that exists in the System and will be built.
● Report to Build – the report does not exist, is needed for future purposes and SpryPoint will create the report.
Often many Client reports will be replaced with one base SpryPoint report that has multiple views to meet the needs of different users.
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17 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.4.6. Analysis – Organizational Change
Management
The objective of Organization Change Management (OCM) in the Analysis phase is for the SpryPoint team to better understand the current state of the Client, assess the organizational culture and the capacity to change. During this phase SpryPoint will:
● Identify Stakeholders
● Develop OCM strategy & schedule
● Work with the Client to develop an Internal Communications Plan ● Review Decisions Logs from workshops to identify impacts to the Client's staff ● Identify training requirements
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 18
3.4.7. Analysis – Deliverables, Roles & Responsibilities Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
No. Deliverable Name Deliverable
Description
SpryPoint Client
1. System Familiarization A product overview
session(s) that are
designed to provide
the Client with a look
at how the SpryPoint
product(s) work
before the Analysis
workshops
C A C R
2. Workshop
Questionnaires
Document(s) with
questions that will
need to be answered
by the core team and
are used as part of the
discovery workshop
sessions. Note: The
SpryPoint PM may
determine these are
not required for the
project
A R
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19 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
Workshop Questionnaires 3. Provide answer in the
questionnaires.
A R
4. Topic Specific Workshops Workshop(s) will be
completed to discuss
the requirements in
each area and identify
any gaps. An agenda
will be provided for
each workshop.
R A
5. Attend workshops Client will ensure the
correct subject
matters experts are
available and
participate in
workshops.
C A
6. Analysis Report A document that
outlines the
information gathered
during the discovery.
This document will
outline any gaps
identified during the
workshops
R A C C I
7. Analysis Report Updates Updates to the
Analysis Report with
R A C R
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20 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
any changes/feedback
from the Client
8. Analysis Report Review &
Approval
The time required to
for the Client to
review the Analysis
Report and provide
feedback and/or
approve the document
C C A R I
9. Report Plan This plan is used to
identify which reports
are required, what tool
will be used to create
the report and who is
responsible to develop
them.
A R C R
10. Test Plan A document that
outlines the testing
strategy for the
implementation
A R C C
11. Training Plan A document that
outlines the strategy
for training the Client
throughout the
implementation.
A R C C
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21 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
Data Conversation 12.
Strategy
A document that
defines all the Client
Data that will be
converted. This
document defines the
details and plan for
conversion throughout
the implementation.
R A C C
13. Security Plan and
Baseline Roles (out of
box)
A document(s) that
outlines the security
access limits and the
out of the box security
roles and their
purpose.
A R C C
14. Security Plan Role
Assignment
Updates to the
document matching
users to security roles.
C C R A
15. Change Management
Plan
A document that
outlines a strategy for
Organizational Change
Management.
A R C R
Client 16. Communication
Plan
A document that
outlines recommended
Client
communications
throughout the Project
A R R R
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22 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core
Team
Testers End
Users
Executive
Sponsor
for both internal and
external
communications.
17. Updates to Client
communications plan
Go forward
communication plan
for Client staff & its
customers
C C A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing a work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #17..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 23
3.5. Configuration
The configuration stage is the period in the Project where the project teams work to complete the initial “setup” of the SpryPoint product(s) to meet the specific business process requirements of the Client as defined in the Analysis document.
3.5.1. Configuration – Configuration Workbook &
Workshops
To document and track the configuration, SpryPoint uses a Configuration Workbook (Workbook). To populate the Configuration Workbook an agreed upon schedule of Configuration meetings are scheduled. While SpryPoint is accountable for maintaining the Workbook, the Client will be asked to be responsible to provide updates and input into the Workbook. The purpose of the Workbook is as follows:
● Provide a checklist of all required configuration settings ● Document configuration settings
● Show which configuration settings have been completed and where (i.e., Production Environment or Staging Environment)
At this point in the Project this will be referred to as the Initial Configuration. As SpryPoint works with the Client through the testing and data conversation activities, changes to configuration may be required. SpryPoint will be responsible for ensuring the configuration is updated with these changes.
3.5.1.1. Other Configuration Items
Other items required to be configured during this phase are:
● One Bill Statement - SpryPoint will work with appropriate Client project team members to analyze and document all the requirements and specifications for the one bill print or integration to bill presentment provider. ● Service Orders - SpryPoint will gather requirements for developing Client’s Service Order processes including service types.
● Letters & Templates – Report deliverables (letters) will be created by SpryPoint with respect to the Client logo, contact information, return address and text. The Client will supply the logo, contact information, return address, and text to SpryPoint for development of the letters. Some examples include, but is not limited to:
o Welcome Letter
o Delinquent Notice
o Disconnection / Cut-off Notice
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24 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved o Returned Check Fee Letter
o Payment Arrangement Agreement Letter
o Bankruptcy Letter
During implementation SpryPoint will work with the Client to build and deliver all letter(s) and template(s) that are required to meet the needs of identified business processes.
3.5.2. Configuration – Data Migration
SpryPoint uses an Agile project approach during the data migration process. SpryPoint will be responsible for the overall extraction, transformation, and load of the data from the Client's current systems to SpryPoint Products. It should be noted that while SpryPoint is responsible for the extraction, transformation and loading of data, the Client must provide user(s) who understand how the Client currently uses the system.
3.5.2.1. Data Mapping
Before data can be extracted from the legacy system or imported into the various SpryPoint products, a data mapping document must be completed. SpryPoint will provide a document outlining all the data points that need to be mapped. The Client will be required to work with SpryPoint to ensure understanding of how data is used in the legacy system.
Agreed Time
SpryPoint will convert 3 full calendar years plus the number of months to go live of history into SpryCIS. SpryPoint will archive any Client Data older than 3 calendar years.
The following table provides specific details of the objects to be converted, where the agreed time is 3 full calendar years, plus the number of months to go live of history.
SpryCIS Objects to Convert
Object Details
Customers Active customers with balances within the specific time limits, including relationships (i.e., landlords/tenants). This also includes customer addresses and corresponding contact information.
Note: In the agreed time if there are inactive customers with balances these will be included in the conversion.
Premises All active premises in the agreed time.
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25 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Accounts Active accounts only within the time range and inactive accounts with a balance and inactive accounts that have historical activity and/or has been closed in the agreed time.
Meters All active meters within the agreed time range, regardless of account status.
Service
Points
Active service points within the agreed time range.
Meter
Readings
For all converted meters per the agreed time.
AR
Balance
All active account balances within agreed time.
Service
Orders
All active and completed service orders within the agreed time frame.
Bill History Includes transactional data for any active accounts, inactive accounts with historical transactions within the agreed time.
Deposits If applicable, active deposit values will be converted.
Equipment All active equipment.
Remotes All active meters within the agreed time range, regardless of account status (if applicable).
Notes &
Comments
Notes & Comments for applicable converted records.
Additional history can be brought into the SpryCIS Archive Data Store. The Archive Data Store allows for inquiry and retrieval of historical, non-editable transactional data within the SpryCIS application.
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26 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.5.2.2. Data Migration, Iterations & Refreshes
SpryPoint will design, develop, and create validation processes (For example: accounts receivable balances, meter reads, consumption, record counts, etc.). The process starts with the client providing access to the source data and/or extracting data in the format required. SpryPoint will import core data elements, and then with each conversion iteration, additional data elements will be added. After each conversion iteration, data validation reports will be provided to the Client to review and sign off on. During the conversion process Client will be responsible to extract the mapped data from the Client's legacy system and SpryPoint will import the data into the SpryPoint solution(s).
In addition to this the Client is expected to complete the Data Acceptance Testing. SpryPoint will run the data conversion programs and provide reports to assist the Client with data quality validation – for example reconciliation reports (extracted = loaded).
The scope of this implementation includes an estimated 4 major data iterations. Each major iteration has a defined purpose and data requirements to meet that goal. In some instances, it may be required to complete multiple conversions to meet the goals and purpose of the major iteration. It should be noted that SpryPoint may run additional conversion iterations until the data is correct, if necessary. To ensure project efficiencies, the SpryPoint Project Manager will determine based on the project schedule and project needs if additional conversions are required and timing of those conversion, to ensure the data is correct to support a successful go live.
Note: If it is mutually agreed to by both parties the decision can be made to proceed with the next data iteration if one of the activities is not completed.
3.5.2.3. Iteration 1
This is the initial data extraction and as a result is the first test of the data mapping.
When this iteration of data is completed, users will be able:
● Review Client Data in the respective SpryPoint solutions on the following record types:
o Accounts
o Customers
o Premises
o Services
o Service Points
o Meters
o Service Agreements
o Billing Agreements
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27 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved o Meter Reads
● Complete data acceptance testing.
● Create bills, install meters, create billing & service agreements, and transitions.
3.5.2.4. Iteration 2
The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed:
● Completion of Iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activated identified in Iteration 1 ● Completed configuration adjustments identified
Upon the completion of Iteration 2, the Client will be able to see and review:
● Client Data in the SpryPoint solutions to include:
o Updated records from Iteration 1
o Transaction history
o Deposit records
● Complete data acceptance testing
● Complete bill validation testing
3.5.2.5. Iteration 3
The goal of Iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet.
To complete Iteration 3, the following prerequisites are targeted to be completed:
● Completion of Iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iterations 1 & 2 ● Completion of configuration adjustments identified throughout testing Upon completion of Iteration 3, the Client will be able to:
● Address any edge cases or record types that have not been previously completed ● Complete User Acceptance Testing
● Complete Mock Go Live between Iteration 3 and 4
3.5.2.6. Iteration 4
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28 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved The goal of Iteration 4 is to support Go-Live.
In between data iterations, one or multiple data refreshes may be completed. Data refreshes can be requested by any project member but the final decision maker of whether to complete the refresh is the SpryPoint Project Manager. A data refresh is defined as the rerunning of the conversion processes using more recently extracted data.
Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparison to a full iteration. A minor change is defined as script change that takes less than 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping.
3.5.2.7. Data Cleansing
During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are:
● Correct during the extraction – In some instances it is easiest to correct the data using scripting on the export from legacy system.
● Correct during the import process – In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s). ● Manual correction in legacy system- In some instances, the Client will be asked to correct the data in the legacy system.
● Correction in SpryPoint Product(s) – In some instances. The Client and/or SpryPoint Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting.
SpryPoint will work with the Client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the Client will work together to come to a mutually agreed decision that is in the best interest of the Project.
3.5.2.8. Data Acceptance Testing
After each data migration SpryPoint will provide data validation reports that will outline what data has been converted, control totals and areas of concern, areas where data cleansing may need to occur or any other data abnormalities.
The Client will be required to review these reports with SpryPoint. In addition, the Client will be required to complete data acceptance testing. SpryPoint will provide checklists to use as guides for data acceptance testing. The Client is required to review and validate data for all records as outlined in the data conversion plan. #17..
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29 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.5.3. Configuration – Integrations &
Enhancements
During the configuration stage, requirements document will be created for each interface, and enhancement that are included the Project. These documents will include more specific details on the business requirements for each interface, or enhancement. The document(s) will be provided to the Client to review, provide feedback, and sign off on.
Once the requirements document is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, and/or enhancement will be identified as required for Go-Live or not. This information will be used to help prioritize the delivery of this work.
3.5.3.1. Interfaces
During the contracting process interfaces were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project please see section 4.1 Interfaces.
If interfaces, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated.
3.5.3.2. Enhancements
During the contracting process in scope product enhancements were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Enhancements included in scope of this project please see section 4.2 Enhancements.
If enhancements, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated as outlined in section
3.9.6 Scope and Project Change Management.
3.5.4. Configuration – Core Team Training
To assist with the Client’s Core Team Members understanding of the SpryPoint product(s) SpryPoint will provide Core Team Training. This training is designed to give the Core Team members a full understanding of how to use the SpryPoint Product(s).
SpryPoint will provide the Client copies of the training presentations and student workbooks. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on the out of the box system functionality and may include functionality that is not applicable to you, however the purpose of the training is to help the core team understand how the system might work for Client specific business processes. #17..
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30 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.5.5. Configuration – Reports
During configuration any reports and dashboards identified as required for Go-Live in the Report Plan will be developed.
As identified in the Report Plan, SpryPoint will work with the Client to build/configure:
● Dashboard – SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase.
● Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using out of the box reporting tool and Metabase.
3.5.6. Configuration – Security & Roles
Based on the security plan, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable. Access will be managed by the City, using authentication controls linking to User profiles in SpryPoint; this will allow authorization to various users based on their department and level of authority
3.5.7. Configuration – Organization Change
Management (OCM)
The objective of OCM in the Configuration phase is to drive change results. Activities will include effective communication strategies, execution of action plans, tracking and evaluation, and formation of strong and effective team structures to achieve project success. The main activities involved in delivering the change include:
● Communicating the change
● Develop additional OCM training materials (as identified in the OCM Strategy) #17..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 31
3.5.8. Configuration – Deliverables, Roles & Responsibilities Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
No. Deliverable Name Deliverable
Description
SpryPoint Client
1. Configuration Workshops Workshops
that are held
on an agreed
upon schedule
to determine
the initial
configuration
requirements.
R A C R
2. Configuration Workbook
Completed
The
Configuration
Workbook is
filled out for
the initial
round of
configuration.
R A
3. Configuration Workbook
Assignments & Homework
Provide
required inputs
& information
C A
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32 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
for completion
of the
Configuration
Workbook
4. System Configuration(s) The process to
complete
configuration
in the System
Environments.
A R
5. Participate in Configuration
Sessions
Be engaged in
configuration
sessions to
answer
questions and
understand
how
configuration is
performed
C R
6. Integration Requirements
Document(s)
For any in
scope
interfaces, this
document
validates the
interface
business.
requirements.
One document
will be created
A R
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33 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
for each
identified
integration.
7. Integration Requirements
participation
Participate in
integration
requirements
sessions,
provide
document
feedback and
approve
documents
A R
8. Core Team Training Full system
training
provided to the
Client's core
team members
per the
training plan
that ensures
the core team
understands
how the
SpryPoint
product(s)
works.
A
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34 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
9. Participate in Core Team
Training
Client’s Core
Team will
participate in
the scheduled
training
sessions
A R
10. Enhancement
Requirements
Document(s)
If there are
enhancements
included in
scope, this
document
validates the
business use
case and
captures the
business
requirements.
If there are
multiple
enhancements
one document
will be
completed for
each.
A R
11. Enhancements
Requirements participation
Participate in
Enhancement
Business
requirements
sessions,
provide
A R
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35 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
document
feedback and
approve
documents
12. Data Mapping Document A spreadsheet
that maps each
field being
converted from
the legacy
system to a
field in an
appropriate in
scope
SpryPoint
product.
R A C C
13. Data Extraction from
legacy system
The activities
required to get
data out of the
Client’s legacy
system.
C C R A
14. Data Import into
SpryPoint Product(s)
The activities
required to
bring data into
the SpryPoint
product(s).
R A C C
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36 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
15. Data Conversion Results
Report
The report(s)
that is
generated after
the data
conversion
round is
completed.
R A C C
16. Data Conversion Results
Review
A meeting(s) to
discuss the
data
conversion
results and
answer any
questions,
issues or
concerns.
R A C R
17. Data Acceptance Checklist
Template
A template that
outlines the
recommended
data element
that should be
tested
A R
18. Data Acceptance Checklist
Template Population
Population of
specific data
elements to be
tested during
data
acceptance
A R
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37 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
testing into the
Data
Acceptance
Checklist.
19. Data Acceptance Testing Testing that is
completed by
the Client to
check and
validate the
data that has
been
converted.
R A
20. Data Acceptance Testing
Support
Answer
questions and
provide
guidance
during data
acceptance
testing
A R
21. Identify data issues Identification
and
documentation
of data issues
found during
data
acceptance
testing
C C A R
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38 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
22. Data Cleansing Decisions Make decisions
on the best
way to
resolved data
issues ** see
Data Cleansing
Section above.
A R C C
23. Complete Data Cleansing
Activities - SpryPoint
Complete data
cleansing
activities
A R C C
24. Completed Data Cleansing
Activities – Client
Complete data
cleansing
activities
C C A R
25. Reports & Dashboards Build/Configure
reports and
Dashboard as
determined by
the report plan
R A C R
26. Security Configuration The process of
assigning users
to security
roles.
C A R
27. System Ready for Testing Initial system
configuration
A R C C
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39 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
completed and
system ready
for testing.
28. OCM Training Materials Materials that
will be used to
teach end
users and
assist with
OCM sessions.
A R C C
Key: R= Responsible – Assigned to complete the task each party to the SOW will have to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #17..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 40
3.6. Test
The Test phase’s primary focus is on testing and training. This phase is the key to mitigating risk and gaining user confidence in the new business processes. This is accomplished through SpryPoint’s systematic and thorough testing and training.
SpryPoint’s iterative testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. It is important that the Client spends time testing their business processes in the SpryPoint Solution(s) to ensure all business needs are met.
3.6.1. Test – Test Scripts
A test case is a document that outlines an element or scenario to be completed during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements:
● Uniquely numbered and named
● Identifies the functional/business domain recommended to be tested ● Describes the testing purpose
● Specifies the environment to be used
● Outlines any dependencies
SpryPoint will provide out of the box test scripts based on the standard business processes. The Client will be responsible for modifying test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts.
3.6.2. Test – Training Material
To assist the Client’s Testing Team Members with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands-on exercises and will only contain details about system functionality that is being used as part of the go forward business processes.
3.6.3. Test – Tester Training
To ensure the project team has captured as many scenarios as possible and addressed all business cases, it is important that other users be identified and perform testing during User Acceptance Testing phase. SpryPoint is responsible for ensuring users receive the required training, so they have the tools required to complete their assigned testing. #17..
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41 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Although SpryPoint is responsible for providing the training, it is highly recommended that a core team member be part of the training session to help facilitate buy in of the new functionality and business processes.
3.6.4. Test – Enhancement Testing
Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and implementation specialists.
SpryPoint is responsible for complete initial testing of enhancements to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the enhancement.
3.6.5. Test – Integration Testing
Integrated Testing will focus on these five main areas:
● Core integrated testing which tests major batch processes; ● Financial scenarios which focus on validating financial transactions; ● Integrated testing scenarios inclusive of primary and secondary scenarios; ● Unit (Singular) testing of interfaces and enhancement(s); ● Unit testing reports and bill prints.
SpryPoint is responsible to complete initial testing of integrations to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the integrations.
3.6.6. Test – Functional Testing
The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the project will be in line with Client’s business requirements.
Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories:
● Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing, and collections.
● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Client-specific functionality and infrequent or less common processes.
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42 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
3.6.7. Test – User Acceptance Testing
User Acceptance Testing cannot be deemed completed or accepted until all objects including but not limited to configuration, data migration, reports, modifications, interfaces, business processes and user security are completed and ready for Go-Live.
Note: In some cases, there may be a reason why an item may not be available during user acceptance testing. If this occurs this item(s) needs to be documented with a future plan to validate the item(s).
During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns. SpryPoint will test all processes related to the read-only follower database during User Acceptance Testing.
The Client’s identified testers will complete the test cases as defined in the approved test script list and agree to complete testing to meet the parameters defined in the test plan. If tests fail, SpryPoint resources will be available to help and answer questions and/or work with the customer to fix the issues. Once SpryPoint has deemed the issue fixed, the Client will be required to retest.
3.6.8. Test – Organizational Change Management
The objective of OCM activities in the Test phase is to complete the Client transformation from the as-is to the to-be and embed all business changes. Activities will begin towards the end of the training sessions and continue into post Go-Live. SpryPoint will use an Agile approach to monitor user adoption of new business processes throughout cutover and post Go-Live. The following process will be followed:
● Modify OCM plan as needed
● Modify communications plan as needed
● Coordinate & support trainees
● Work with the Client to identify impacted employees
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 43
3.6.9. Test – Deliverables, Roles & Responsibilities
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
No. Deliverable Executive Sponsor
Name
Deliverable Description
SpryPoint Client
1. Tester
Training
Training provided to
any non-core team
users that will be
involved in testing
activities.
R A
2. Participate in
Tester
Training
Participate in tester
training
A R
3. Data
Refreshes
An updated data
conversion iteration
that is used to support
testing.
R A C
4. Provide Test
Scripts
Provide out of box test
scripts based on
A R C C
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44 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive Sponsor
standard business
processes.
5. Update Test
Scripts
Activities required to
update out of box test
scripts to match
Client’s future state
and edge cases
C C A R
6. Execute Bill
Validation
Testing
Activities required to
complete a round of
bill validation testing
R A R R
7. Bill
Validation –
Issue
Corrections
Correction of issues
found during bill
validation. This could
be in the form of
changes to
configuration, training
for Client,
development, etc.
R A R R
8. Bill
Validation
Testing
Acceptance
A sign off provided by
the Client that
represents
acknowledgment that
the Client has
reviewed the testing
results and approves
C C A R
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45 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive Sponsor
the results of the
testing round
9. Execute
Integration
Testing
Activities required to
complete a round of
integration testing
A R R R
10. Integration
Testing –
Issue
Resolution
Correction of issues
found during
integration testing.
This could be in the
form of changes to
configuration, training
for Client,
development, etc.
A R C C
11. Integration
Testing
Signoff
A sign off provided by
the Client that
represents
acknowledgment that
the Client has review
the testing results and
approves the results
of the testing round
C C A R
12. Execute
Functional
Testing
Activities required to
complete a round of
functional testing
A R R R
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46 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive Sponsor
13. Functional
Testing –
Issue
Identification
Identification of issues
found during
functional testing. This
could be in the form
of changes to
configuration, training
for Client,
development, etc.
A R R R
14. Functional
Testing –
Issue
Resolution -
SpryPoint
Resolve issues
identified in testing.
A R C C
15. Functional
Testing –
Issue
Resolution -
Client
Resolve issues
identified in testing.
A R
16. Functional
Testing
Signoff
A sign off provided by
the Client that
represents
acknowledgment that
the Client has
reviewed the testing
results and approves
the results of the
testing round.
C C A R
#17..
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47 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive Sponsor
17. Execute User
Acceptance
Testing
Final testing performed
by the Client Key
Users and any
identified testers prior
to system sign-off.
Security, Modifications
and Reports testing
will be performed as
part of UAT.
C C A A R
18. User
Acceptance
Testing –
Issue
Identification
Identification of issues
found during user
acceptance testing.
This could be in the
form of changes to
configuration, training
for the Client,
development, etc.
A R R R R
19. User
Acceptance
Testing –
Issue
Resolution -
SpryPoint
Resolve issues
identified in testing.
A R C C
20. User
Acceptance
Testing –
Resolve issues
identified in testing.
C C A R
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48 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive Sponsor
Issue
Resolution -
Client
21. User
Acceptance
Testing
Signoff
A sign off provided by
the Client that
represents
acknowledgment that
the Client has
completed user
acceptance testing
and approves the
results of the testing
C C A R R
22. Update OCM
Impact
Document
Updates to OCM Impact
Document
R R A R R
WhoKey: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #17..
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3.7. Deploy
The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the system over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training.
SpryPoint and the Client will develop a Cutover Plan prior to the proposed Go-Live date.
SpryPoint and the Client will stage all aspects of the system in preparation for production cutover.
The Production Readiness phase focuses on four critical areas:
1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations.
2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period?
3. Process Readiness. Have the business processes been reviewed? Have all business process-reengineering tasks been completed, documented, and made ready for operations?
4. Resource Readiness. Are all the end-users trained? Is the Client’s staff trained to deal with problem-solving during the business cycle?
3.7.1. Deploy – Prerequisites
To cutover to production the following criteria must be met:
● User Acceptance Testing must be completed and signed off on. ● All issues marked as required for Go-Live must be completed and signed off on. ● All product enhancements and integrations marked as required for Go-Live must be completed, tested, and signed off on.
● Converted data has been validated, balances, any discrepancies can be explained and signed off on.
● Required training is completed and signed off on.
Note: the above list is the standard agreement, however, in some cases there may be item(s) that may not be accomplished until Go-Live. Any desired expectation(s) to this list needs to be documented with a plan outlined and relevant details and mutually agreed upon by both parties.
3.7.2. Deploy – Go Live Cutover Plan
SpryPoint will develop a Go-Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on experiences gathered from other SpryPoint production cutovers, an on-going evaluation #17..
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50 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client.
3.7.3. Go/No Go Decision
This is a critical decision point in the project, where the state of the project is reviewed against the Deploy Prerequisites to determine the readiness for to Go-Live. This step should occur approximately 30 days before Go-Live. If the Client has specific needs that will require more than 30 days’ notice, this decision point should occur further out than 30 days prior.
The Go/No Go Decision process occurs in two steps.
Step 1 – SpryPoint Internal Go/No Go Decision
This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the project and evaluate Go-Live readiness. If this meeting results in a "Go" Decision, a Client Go/No Go meeting is scheduled. In the event a "No" results from this meeting a meeting will be scheduled with the Client’s Executive Sponsor and Key Stakeholder to discuss the concerns and established action plan.
Step 2 – SpryPoint/Client Go/No Go Decision
When SpryPoint Internal meeting results in a "Go" Decision, the project status, risk, cutover plan is discussed with the Client’s Project Team, Executive Sponsor and any Key Stakeholders. If the Client makes a "Go" decision, plans for the cutover are finalized. If the Client makes a "No-Go" decision SpryPoint and the Client will work together to determine if the change is in or out of scope, and the appropriate actions will be taken to resolve the issues/concerns.
3.7.4. Deploy – End User Training Material
To assist the Client’s end users with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts.
Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that is being used as part of the Client’s go forward business processes.
3.7.5. Deploy – End User Training
The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client core team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring the detailed knowledge of Client processes to the classroom. The SpryPoint instructor #17..
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51 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment.
While SpryPoint will make every effort to complete end user training as close to Go-Live as possible, there may still be a period between training and Go-Live. As a result, the Client agrees to establish a practice lab and a schedule where trained users are scheduled and required to spend time practicing what they have been trained on.
3.7.6. Deploy – Mock Go Live
The Mock Go-Live acts as a dress rehearsal for the actual Go-Live weekend and Monday morning activities. This practice run is used to ensure everyone understands their roles and responsibilities for the actual Go-Live. In addition, it allows SpryPoint to validate the schedule and timings for the cutover weekend. This includes any manual entries required after the completed conversion and validation of all reporting. Some users will be asked to run testing to ensure they understand what is going to happen when the business opens on Monday morning.
3.7.7. Deploy – Customer & Vendor Notifications
As the Client prepares for Go-Live the Client may need to notify customers, vendors and other third parties of the system Go-Live. It will be the responsibility of the Client to prepare and complete these notifications. However, SpryPoint can be used as a resource to talk about their experiences in what other Clients have done.
3.7.8. Deploy – Go Live
This phase includes the system shutdown time when the cut-over to production occurs.
Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office. #17..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 52
3.7.9. Deploy - Deliverable(s), Roles & Responsibilities Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
No. Deliverable Name Deliverable
Description
SpryPoint Client
1. Go Live Plan A document
that outlines
the plan for
Go-Live,
including any
schedules and
checklists for
the Go-Live
weekend.
A R I R R R I
2. SpryPoint
Internal Go/No
Decision
An internal
SpryPoint
meeting
where the
Client’s
readiness for
Go-Live is
reviewed.
A R R I
#17..
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53 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
3. SpryPoint/Client
Go/No Go
Decision
A meeting
upon the
acceptance of
prerequisite
activities that
gives the
approval to
move forward
with the GoLive.
A R R C R R R
4. End User Training Training for
users is
teaching
them how to
use the
SpryPoint
products, as
identified in
the training
plan.
A R C R R
5. Customer/Vendor
Notifications
Notice of GoLive for any
customers,
vendors, and
other
interested
parties of the
Go-Live
planned date.
I I A R I C
#17..
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Statement of Work
54 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
6. Schedule Practice
Sessions for
Trained End Users
A schedule
that assigns
system
practice time
to trained
users.
A C R
7. Practice Lab A space
where trained
end users can
go to use the
SpryPoint
Product(s)
and practice
their system
skills.
A R I
8. Practice Session(s) The time an
end user(s)
spends
practicing
what they
learned in
training
sessions.
C R A
9. Mock Go Live A complete
dress
rehearsal of
the Go-Live
activities to
A R R R I
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55 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
ensure all
parties
understand
their role in
Go-Live.
10. Final Data
Conversion
Exports
All activities
required to
complete the
final data
conversion
exports from
the legacy
system.
I C A R
11. Final Data
Conversion
Imports
All activities
required to
complete the
final data
conversion
import in the
production
system.
R A C C
12. Go-Live Activities Complete all
cutover
activities as
defined in the
cutover plan.
A R I R R R I
#17..
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56 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable Name Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manger
Core Team Testers End
Users
Executive
Sponsor
13. Issues Log
Updates
The issues log
that gets
updated with
any issues
that occur
during
cutover.
A R R R
14. Go Live Sign off A document
that confirms
that the
system is
ready for
production
use and that
the Client is
ready to
being using
the
SpryPoint
solution(s) as
the system of
record.
R R I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #17..
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3.8. Operate
The purpose of this phase is to ensure complete and successful transfer to the new customer information system as well as the other applications included in the Project scope and provide the Client with direct access to the implementation team personnel.
The SpryPoint implementation team will work together with your production staff to ensure the systems are well understood and functioning per the agreed business processes.
3.8.1. Operate – Post Go Live Support
This is the initial period after Go-Live where the Client’s focus is on system stabilization. The post Go-Live/stabilization period will last 90 calendar days with the goal to complete 3 full billing cycles (assuming monthly billing cycle).
During this period, the Client is using the SpryPoint product(s) to complete their day-to-day responsibilities and run their business. The SpryPoint implementation team is available to the Client to answer questions, provide refresher training, manage, and resolve all application issues (configuration, training, and defects, etc.), resolve all post-production issues as well as any Go-Live deferred functionality, provide support of the business process review activities and how to best achieve the desired improvements.
At the end of the post Go-Live stabilization period a punch list is created. This list contains:
● Any issues and their severity still open at the end to the stabilization period ● Any SOW items that were not delivered prior to Go-Live ● Any additional reports required and agreed to as part of scope of services
3.8.2. Operate – Transition to Customer Success
After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved, we will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint #17..
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58 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues.
3.8.3. Operate – System Acceptance & Project Close Out
The project close out is the point when the Project parties both agree that all Project deliverables have be completed per the Statement of Work and the Implementation portion of the contract is completed, the system is accepted by the Client and the Project is deemed closed.
This occurs when the following are met:
1. All of the service deliverables identified within this SOW have been completed, delivered and accepted or deemed accepted per specific contractual provisions, including approved Change Orders impacting the SOW;
2. All punch-list items severity 1, 2 and a plan for delivery of severity 3 are delivered to the Client. The Client agrees to test all delivered severity 1 and severity 2 items within 15 business days of receipt and provide written details of any concerns. If no written details or concerns are provided by Client within the 15-business day period, the items will be considered approved. Client must have received training as defined in the SOW on the SpryPoint Products and know how to use the system.
3. 1. and 2. above have been met, and the project is 6 months past cutover, and no written documentation of issues related to the scope included in this SOW has been provided to SpryPoint; Sprypoint will send an email to the Client stating that due to no documentation approval has been assumed.
Once a project is deemed complete any outstanding implementation fees are due. #17..
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59 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ●
3.8.4. Operate – Deliverables, Roles, & Responsibilities Project
Manager
Implementation
Specialist (s)
Customer
Success
Team
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
No. Deliverable
Name
Deliverable
Description
SpryPoint Client
1. Refresher
Training
Any identified and
agreed upon refresher
training completed.
A R R R R
2. Transition
Documentation
SpryPoint Internal
Documentation used to
provide the Customer
Success Team
information about the
Client and their project.
A R R
3. Transition to
Customer
Success
Internal
Meeting
A SpryPoint internal
knowledge transition
meeting to review the
project details.
A R R I
4. Transition to
Customer
Success
Meeting
A meeting held with
SpryPoint to introduce
them to the Customer
A R R R R I
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60 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Customer
Success
Team
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
Success Team and how
they work with them.
5. Finalize
Punchlist
A document that lists
any open items that
need to be resolved as
part of the scope of the
product.
A R I R R
6. Signoff on
Punchlist
Acknowledgement, by
the Client that they
have reviewed the
punchlist and they agree
to it.
R A R I
7. Project Close
Out Document
A document that
summarizes project
details.
A R R R
8. Project Close
Out Signoff
Acknowledgement, by
the Client that all SOW
deliverables have be
completed and the
project has been signed
off on and closed.
I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action #17..
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 61
3.9. Project Governance
3.9.1. Project Management (PM)
SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each tasks, and when, throughout the life of the project. Central to SpryPoint’s philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress.
SpryPoint will provide a Project Manager throughout the life of the Project who will work directly with Client’s Project Manager and the joint team to ensure that all project responsibilities are met.
SpryPoint and Client Project Managers shall be responsible for the planning and execution of the Project. They shall work collaboratively to manage all project activities from project management activities, including planning and execution, the delivery of change management, and project communications throughout the Project. The Client’s Project Manager is ultimately accountable for the Client’s resources, project tasks and internal project plans and SpryPoint’s Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success.
3.9.2. Project Communications & Tools
The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both the Client and SpryPoint management. Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report.
As the implementation experts SpryPoint agrees to communicate clearly which issues/tasks are on the critical path and have immediate impact on the project schedule and which issues/tasks are not. For issues that are not on the critical path the SpryPoint Project Manager will monitor these to ensure that these do not become critical path issues/tasks.
Communication Method Frequency Tool/Method Attendees
Project Team Status
Meetings
Every second
week
Zoom & Google
Docs/PDF
Both PMs, Client
Core Team
Meetings,
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62 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved SpryPoint
Project Team (as
required)
Project Status Reports Monthly PDF N/A
Updates to the project
plan
Bi-Monthly Wrike N/A
PM Status meeting Weekly Zoom SpryPoint PM,
Client PM
Risk Log Bi-Monthly Google
Sheet/Excel
N/A
Executive Steering
Committee
Monthly Zoom SpryPoint PM,
Client PM,
SpryPoint
Executive
Sponsor, Client
Executive
Sponsor
Issue Log Weekly Google
Sheet/Excel
N/A
With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require addition communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client.
3.9.3. Acceptance Period
To facilitate the project schedule and project planning it is important both parties agree to a default response period of 5 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk.
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3.9.4. Agreed Severity Definitions
During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live.
Severity
Level
Example
1 – Urgent The Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected.
Critical business function(s) cannot be performed, and/or a key component is unavailable or is non-functional. There is no immediate workaround.
Urgent issues have top priority until resolved. Examples of Severity 1 Issues includes but are not limited to:
● System is unavailable (outage),
● Unable to perform a key function such as calculation of bills or billing process, ● A key function is malfunctioning, creating a severe financial/customer impact ● Any event that impacts more than 20% of the customer base. ● Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 – Critical The Client’s business is operational but the ability to perform business functions is severely impacted,
A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time.
A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, financials.
Examples of Severity 2 issues include but are not limited to:
● 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly
● Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) ● Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark)
3 –
Restricted
Use
The service is experiencing an issue that can be worked around but is impacting the Client’s efficient use of the service. The business is operational with reduced efficiency.
Examples of Severity 3 issues includes but are not limited to:
● Single account issue
● Business function has a slight restriction of function of non-critical nature ● A workaround is required to maintain normal operations ● Non-performance impacting defect
4 – Not
Urgent
The service is fully functional but may contain a cosmetic flaw or misspelling.
There is no operational, financial, or customer impact.
Examples of Severity 4 issues include, but may not be limited to:
● A button is out of alignment on the user interface
● Question regarding configuration or functionality
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64 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● General inquiries
3.9.5. Milestone Acceptance Process
This project will be invoiced on a milestone basis.
On a monthly basis, the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to Client Project Manager. Service deliverables shall be accepted or rejected within 5 consecutive business days from the time of submittal for acceptance. Service deliverables will be considered accepted with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable.
The Service Deliverable Acceptance Process is described below. ● Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestones and forward with the respective service deliverable to the Client Project Manager, or the Client designee, for consideration.
● Assessment of Service Deliverables. The Client's Project Manager will determine whether the service deliverable meets the requirements as defined in this SOW and that the service deliverable is complete.
● Acceptance / Rejection. After reviewing, the Client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted, the SpryPoint Project Manager will invoice for the Milestone(s). If the Milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client's Project Manager to determine if the rejected reason is within scope and if so, resolve any concerns. Once concerns are addressed the Milestone Acceptance Form will be updated and resubmitted for approval in the next month invoicing cycle.
3.9.6. Scope & Project Change Management
During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW (“the Change”). All Changes will be documented and approved, regardless of whether there is an associated cost for the change.
Requests for changes should be made to either project team’s PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will including the following:
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65 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved ● A description of the problem that needs to be solved or the scope change to be addressed.
● A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution.
● And estimated impact of the Change on the project schedule. ● If applicable, any fees/cost and expenses associated the Change.
The Change process that will be employed is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed.
● Identify the requested Change
● Identify and document the solution and scope of work associated with the Change requested
● Estimate required effort, and any associated costs
● Assess impact of the Change on schedule, travel fees, milestones, contract, risks and/or any other identified impacts.
● Submit for review and approval by the Client and SpryPoint Management Team
● If not approved, no changes are completed and the Change request is canceled ● If approved, Project documents are updated and work on the Change is scheduled into the Project
● Monitor and report progress on the Change
● Communicate the Change resolution
During implementation, work to execute any approved project Changes will be completed at a price of $200 USD per hour.
3.9.7. Issues and Risk Management
The following procedure will be used to manage Project issues and risks:
● Identify and document all concerns
● Assess the impact and prioritize the impact to the Project ● Assign responsibility to resolve the issue or risk
● Monitor and report progress on the issue or risk
● Communicate issue resolution
On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted.
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3.9.8. Conflict Resolution and Escalation Process
While both parties agree it is the desire to resolve issues quickly and within the project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve. A project issue can include anything from a business process change to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path:
Escalation Path SpryPoint Client
Level 4 Sr Vice President Service
Delivery, and/or CEO
Level 3 Vice President Service
Delivery
Level 2 Project Manager Project Manager
Level 1 Implementation Specialist Core Team Members
3.9.9. Project Working Times
3.9.9.1. Project Working Schedule
During the project implementation it has been agreed that Project Meetings, Training Sessions and/or any onsite time will be completed Monday through Friday, when working remotely. If work is being completed onsite all meeting times will be scheduled Monday through Thursday, with Friday being a travel day for the SpryPoint project team. In the event scheduled project activities such as meetings, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both parties and scheduled a minimum of three (3) weeks in advance.
3.9.9.2. Statutory Holidays
It is agreed that both parties will do their best to respect each party’s holiday schedule.
However, depending on where the project is and go live date, on occasion project team members may be required to work a statutory holiday. If this is to occur, it will be mutually agreed to by both parties.
SpryPoint Observed Holidays
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67 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Holiday 2023 2024
New Year’s Day January 1 (observed on
January 2nd)
January 1
Islander Day/Family Day February 20 February 19
Good Friday April 7 March 29
Victoria Day May 22 May 20
Canada Day July 1 (observed July 3) July 1 (observed July 4) Civic Holiday August 7 August 5
Labor Day September 4 September 2
National Day of Truth &
Reconciliation
September 30 (observed
October 2)
September 30
Thanksgiving October 9 October 14
Remembrance Day November 11 (observed
November 13)
November 11
Christmas Day December 25 December 25
Boxing Day December 26 December 26
** Note: this calendar is subject to change based on company policies Client Observed Holidays
Holiday 2023 2024
New Year’s Day January 1 (observed on
January 2nd)
January 1
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68 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Martin Luther King Jr Day January 16 January 15
Presidents Day February 20 February 19
Memorial Day May 29 May 27
Independence Day July 4 July 4
Labor Day September 4 September 2
Veteran’s Day November 11 (observed
November 10)
November 11
Thanksgiving November 23 November 28
Friday after Thanksgiving November 24 November 29
Christmas Eve & Christmas
Day
December 25 & 26 December 24 & 25
3.9.10. Executive Steering Committee
The Executive Steering Committee Meeting will include SpryPoint and the Client Project Managers and Project Sponsors. This review will take place monthly via a Zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that the Project remains on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month’s Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the Project. Topics of discussion include:
● Work accomplishments from the previous month and planned work accomplishes for the upcoming month.
● The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided, if the percent complete is different than what was expected from the prior month. ● The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks.
● The Project Plan will be included and reviewed for any areas of concern or material change to the project.
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3.9.11. Project Management Reoccurring
Deliverables
During the project implementation the SpryPoint Project Manager is accountable for the delivery of the following reoccurring deliverables:
Communication Method Description
Shared Project Folders Via the used of Google Drive, SpryPoint will provide the Client with a shared project folder for document sharing and collaboration of documents during the project
Project Status Reports A monthly report that outlines summarize project status, upcoming activities, risks, etc.
Updates to the project
plan
Updates to the baseline Project schedule are performed
and published bi-monthly. The plan is updated to refine tasks, percent complete and milestone completions,
inclusive of resource updates and timeframe updates. Both parties will commit to staffing and resources to meet a rolling 3-month window.
Note: project plans will be maintained and updated in the SpryPoint Project Tool, called Wrike. Access can be
granted to the Client to see the project plan.
Risk Log Report that lists risks, probability, impact, status, and responsible resource.
Executive Steering
Committee
A monthly meeting to ensure both Executive Teams
understand project status, any risks, and an opportunity to discuss any other topics as required.
Issue Log Report that lists project issues, responsible resources, due date, priority, and impact on the critical path.
Note: If the Client prefers to use SharePoint as the site for sharing/storing files, SpryPoint will agree to this. However, the Client is required to provide and support the SharePoint infrastructure and provide access to the SpryPoint team members at no cost to SpryPoint.
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4. Integrations & Enhancements
This section outlines any of the integrations or enhancements included in the scope of work. It is important to note that during analysis and throughout the implementation there maybe additional integrations or enhancements identified. In this event, SpryPoint will provide ballpark estimate(s) to determine if further investigation or detail(s) is required. If the Client is not interested, SpryPoint will work with the Client to ensure they understand all required workarounds. If the Client wishes to investigate further, a full estimate will be provided. If the change is deemed required, the change order process will be activated.
4.1. Integrations
SpryCIS is designed with REST Application Programming Interfaces (API’s) to enable realtime integration. For inbound integration and synchronization from back-office applications, we provide a purpose-built back- office integration Application Programming Interface (API). For outbound integration, we have an integrated process scheduler as well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations.
SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements.
Note: In the event additional work or development is required to support integrations with third party applications and SpryPoint, it is outside the scope of this project. Some examples are configuration in third party application, the need for a third party to add information to an API, etc.
No. Integration Name Integration Details
1. Oracle (GL & AP) SpryCIS supports financial integrations with a number of ERP systems.
The standard integration supports the automated daily export of General Ledger transaction information to the ERP.
SpryPoint will extend the GL transaction integration to support Client’s Oracle Financial System (Oracle FIMS). If Oracle FIMS provides a usable API endpoint and if preferred by the Client, SpryPoint will develop the integration to push transactions to this endpoint. If Oracle FIMS does not provide a usable API endpoint, SpryPoint will provide a formatted text file containing the GL transaction information. #17..
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71 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved As part of this interface, SpryPoint will develop quality control checks and/or approvals prior to upload of posting file and update of GL accounts.
Normally, clients print refund checks directly within SpryCIS. Optionally, a second integration point can be developed to export customer and voucher information to support printing of checks in Accounts Payable systems. SpryCIS supports the generation of a daily check file containing customer and voucher information which can be imported into ERP systems.
2. ESRI (GIS) SpryCIS and SpryMobile have standard Web Map Services (WMS) integration capabilities which support integration with ESRI ArcGIS WMS layers. This allows administrators to point SpryCIS/SpryMobile to existing WMS services and configure the display of WMS layers on maps within the SpryPoint applications. This capability is dependent the client having access to WMS services.
SpryCIS also supports user definition of GeoJSON data layers from SpryCIS for display in GIS. These GeoJSON layers may be defined during implementation or afterward using a configurable interface.
Examples of GIS data layers which may be configured using this feature include:
i. Meter and backflow information
ii. Streets and other selected layers
iii. Premise and parcel information.
iv. Service locations (includes pseudo addresses for such items as irrigation meters)
v. Meter location coordinates
vi. Backflow Device attributes
vii. Ownership layer
GIS administrators can access and export data from SpryCIS using built-in report tools such as Metabase.
3. Paymentus
(EBPP)
SpryPoint maintains a set of standard integrations with Paymentus.
SpryCIS Paymentus
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72 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved I. Scheduled job for Customer Information File (CIF)
generation and upload to Paymentus
II. Auto-pay update job pulls autopay information from
Paymentus to update autopay indicators in SpryCIS
III. Real-time payment notification from Paymentus
IV. Real-time autopay updates from Paymentus
V. Card-present payment initiated from SpryCIS receipting page with real-time callbacks on successful card-present payments
SpryEngage Paymentus
i. Embedded Single Sign On (SSO) with standardized integration within SpryEngage including AutoPay Enrollment, Payment Routes and Managed Payment Methods.
ii. Update payments made via Paymentus within SpryEngage back to SpryCIS in real-time.
Paymentus IVR SpryCIS
SpryPoint maintains a standard interface with Paymentus IVR which:
i. Makes customer and receivable information available to Paymentus.
Receives Customer Updates, Payment Information and confirmation of calls from Paymentus.
4. Remittance &
Payment Files
Create payment import files for import for the following 3rd party remittance providers:
● Remit Plus
● Metavante
● FiServ
● Princeton
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5. SpryMobile
Lucity (Asset
Management)
SpryPoint will create interface with Lucity asset management system.
6. Infosend – Bill
Print
SpryPoint will create a bidirectional interface by API where SpryCIS will:
i. Send PDF files or a file export to InfoSend
ii. Receive address corrections back from InfoSend
SpryPoint will be create and manage the Bill Template as part of the implementation. SpryPoint will create a PDF file upon bill generation which will be uploaded to an FTP for InfoSend to access and print. All PDF copies of bills are stored and available within the SpryPoint platform and do not need to be stored elsewhere (InfoSend or Paymentus).
7. Badger AMR
(Meter Import
File)
SpryCIS supports standard meter reading integration for many metering systems. The integration includes:
● Export of meter reading information by route or billing cycle to standard Badger AMR format
Import of meter reading information from standard Badger AMR format
8. Badger BEACON
(AMI)
Bi-Directional interface that includes the automatic upload of reads. In addition, the Solution will send and receive account and read request related information to BEACON.
Business Goals
i. Maintain a consistent state between the Solution and BEACON, with no duplicate data entry. As customers and accounts change over time within the Solution, these changes must be propagated to BEACON on a regular basis without duplicate data entry.
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74 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved in the near-term. As the accounts with AMI-enabled meters are prepared for billing, the current reading information from BEACON must be transferred to the Solution.
Approach: The primary API within BEACON relies on the exchange of text files. This is a stateful integration - that is, a file may be uploaded to BEACON with a list of “as of now” service information from another system, and a file may be downloaded from BEACON with “as of now” information containing the current state of objects in BEACON.
BEACON does expose REST API, but the REST API acts primarily as a wrapper for the text file interface, exposing methods to generate and download a text file.
i. Master record updates from the SpryCIS -> BEACON. As the Solution will be the system-of-record for customer, service location, and meter information, and as this information changes constantly, the master information from the SpryCIS will be propagated to BEACON. SpryPoint will provide a tool to produce a text file containing the complete state of customer, service location, and meter connection information from the SpryCIS. Users will regularly (daily or weekly, schedule to be determined) download this file using the export tool and upload this file into the BEACON web interface.
ii. Meter reading request file from the SpryCIS -> BEACON. As a billing cycle is prepared for billing, billers must request a meter reading file from BEACON. In order to specify the meters to be included in the meter reading file, SpryPoint will provide a tool to specify the routes and/or billing cycles to be read and produce a meter reading request file. Users will upload this file to BEACON to initiate the reading file production process for the specified meters within BEACON.
iii. Meter reading file from BEACON-> SpryCIS - After receiving the meter reading request file, BEACON will prepare a file containing the list of meters with current readings and exceptions.
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75 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved The Solution will receive meter/register/ERT import files from Beacon.
9. Selectron (IVR) SpryPoint maintains a standard interface with Selectron which:
i. Makes customer and receivable information available to Selectron for outbound dialing purposes.
ii. Receives Customer Updates, Payment Information and
confirmation of calls from Selectron
10. AVL SpryPoint will receive and display vehicle location and other selected data from the AVL. SpryMobile provides an endpoint for XXXX vehicle updates. This information is logged and used to update user location information for a more accurate view of where users are.
11. Ring Central (CTI
& IVR)
Description: One way CTI integration where the Solution will receive inbound call transfer from Ring Central and pop the appropriate account in the Solution.
Approach: SpryPoint will complete an API based Computer Telephony Integration (CTI) integration between Ring Central to pop the account in the Solution.
12. PCS Collection
Agency
SpryPoint will create an interface to Client’s Collection Agency. SpryCIS will export collections data to Client’s collection agency via SFTP.
SpryPoint will also configure a payment import file format to allow import of payments from the collection agency to applied against accounts in SpryCIS.
13. SwiftComply
(Backflow)
SpryPoint will create interface with SwiftComply backflow system.
14. T2 Systems SpryPoint will create POS interface with T2 Systems with GL interface for payment files. See Exhibit G.
15. PerfectMind SpryPoint will create POS interface with PerfectMind with GL interface for payment files. See Exhibit G.
16. HdL Prime SpryPoint will create POS interface with HdL Prime with GL interface for payment files. See Exhibit G.
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4.2. Enhancements
SpryPoint will create an Enhancement Requirements Document, for each enhancement, to define the detailed requirements of any requested enhancements. Below are the requirements for the Client to communicate when requesting an enhancement.
No
.
Requirement Description Enhancement Details
1. Cashiering As described in document shared between the City and SpryPoint
2. Accounts Receivables As described in document shared between the City and SpryPoint
3. 4.
5. 6.
5. Project Assumptions
The following project assumptions apply to this project:
5.1. General Assumptions
1. The Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact on the Project.
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3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion.
4. The Client and SpryPoint understand the project scope and project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level.
5. All changes to the SOW shall be managed in accordance with the Agreed upon Change process.
6. If on-site activity is required, the Client will provide workspace for each SpryPoint consultant. Breakout and conference space will also be provided if required.
7. If training is completed on-site, adequate training space will be provided by the Client to train end users. The training room(s) will include computers for each end-user being trained.
8. The Client will ensure Project Team members are available for meetings with 24-hour notice when possible, workshops, discussions, and conference calls upon request by SpryPoint. Project Team members will respond to information requests by SpryPoint staff.
9. Whenever possible, the Project Team may consider alternative meeting options such as Zoom and Conference Calls.
10.Both parties agree to work a reasonable number of added hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers.
11.SpryPoint will assume responsibility for the successful completion of this SOW.
12.SpryPoint will assume overall responsibility for conducting all project related administration activities including the development and administration of a work plan that clearly indicates all the Client tasks and responsibilities.
13.SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the system to support training, development, testing, etc.
14.The Client is willing to implement SpryPoint's “Best Practices” to minimize the need for software customizations within reason.
5.2. System Testing Assumptions:
1. SpryPoint and the Client will jointly develop all test plans outlining the testing approach, methods, data, and participants.
2. The Client will review, participate in, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this document.
3. SpryPoint will provide resources for product fixes resulting from errors identified during the system testing process.
4. SpryPoint will deliver the completed SpryPoint Service to the Client for review and acceptance.
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5.3. Training Assumptions:
1. The Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge.
2. SpryPoint will provide standard training materials. The Client may use these training materials for any subsequent training classes.
3. The Client will provide users with specific times to participate in the required training.
4. The Client has the facilities and will provide the necessary logistics support for all training sessions including training rooms, training workstations, and any other necessary training supplies needed.
5. The Client will ensure end-user attendance during training.
6. The Client will schedule and promote user practice sessions, to ensure use of the system after training is completed.
5.4. Production Readiness and Cutover Assumptions:
1. The Client will be responsible for conducting an acceptance test of the completed System as delivered by SpryPoint, at the completion of the testing activities.
2. SpryPoint, with assistance of the Client, will develop a mutual agreement regarding the Go-Live plan and schedule.
3. SpryPoint, with assistance of the Client, will stage all aspects of the System in preparation for production cutover.
4. SpryPoint, with assistance of the Client, will conduct production cutover activities.
6. Appendices
6.1. Definitions
In addition to the definitions contained elsewhere in this SOW, the terms in the table below are defined using the associated descriptions.
Definition/Term
Name
Definition/Term Description
Acceptance
Testing
Acceptance testing is the Client’s validation to ensure top-tobottom functional stability and adherence to existing business requirements and business processes. Testing will be in several #17..
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79 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing.
Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by the Client Agreement Date The date on which both the Client and SpryPoint have both executed the Master Agreement.
Business Day A regular workday (Monday through Friday – non-holidays or emergency days) as defined by the Client’s business calendar.
Business-critical
Report
A business-critical report is one that is identified as being needed to complete any business processes or reports required to run the business of the Client.
Business
Process Design
Business Process Design outlines how the system functionality will meet the requirements of the Client's future state processes. This design work will address operational and organizational changes required to implement the proposed solution. This typically occurs during the Analysis phase of the Project.
Business
Process
A defined series of procedures that will identify and document process steps and system transactions. Business Process documentation can be used to facilitate testing and training.
Bi-Monthly The activity will happen every other week.
Bi-Weekly This activity will happen twice a week.
Calendar
Day/Days
A 24-hour period–typically starting at midnight.
Change A request by the Client to add new requirements to the scope of the project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the parties and evidenced in a written instrument signed by the parties’ authorized representatives.
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80 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved Change Order
Process
The process used when a Change of scope is identified. This process may or may not have monetary costs and implementation schedule impacts associated with it.
Configuration Process of performing table updates and algorithm changes to the System to have the System perform the Client’s specific user requirements. Configuration does not require programmatic software changes.
Cut Over Includes all activities required to prepare the Systems for the transition of the new SpryPoint CIS Solution to production processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and the Client deem necessary.
Data
Acceptance
Testing (DAT)
Testing performed by the Client Subject Matter Experts after each data conversion iteration. During DAT, the Client not only verifies the data migrated, but also validates that the data may be inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation.
Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion.
Data Model Conceptual description of data objects, their attributes, and the relationships between them.
Delivery Defined as information, documentation or an approved object provided to the Client for review, feedback and/or acceptance.
Functional Test Singular test of an object, such as a screen, report, or batch program. These tests will focus on specific functions.
Interface Passing of data between two separate and distinct systems; can be accomplished in real-time (via API) or batch mode.
Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in #17..
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81 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client’s business.
Legacy CIS References the Client’s old Customer Information System, that is being replaced.
Bill Validation
Testing
This testing focuses on bill comparisons and validation between the legacy system and SpryCIS. The purpose of this testing is another method to ensure configurations are setup correctly, data has imported correctly and there are no impacts on the Client revenue at the time of Go-Live.
Organizational
Change
Management
(OCM)
The activities, events, processes, and procedures that are employed for handling transformation from one system environment to another; this relates mainly to the people and business processes.
Metabase The out-of-the-box tool provided to build and deliver reports and dashboards.
Performance
Testing
This testing will exercise the System to ensure the Client will achieve the stated performance goals.
Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement.
Project The completion conversion of the Client's Legacy CIS over to the SpryPoint System solutions as agreed upon as part of the SOW and Price.
Quality
Assurance
The process of verifying that the proper processes and procedures have been adhered to on the Project from a methodology as well as project management perspective and that the deliverables produced on the project have included the appropriate content and meet expectations.
Script Testing Testing using a pre-determined script or set of instructions. Testing can be either manual or automated work.
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82 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved SpryPoint
Service- a.k.a
System
The SpryPoint Service (System) includes all services as defined in this Statement of Work for products sold as part of this contract.
Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will be modified to address the specifics of this Project. Examples include Training Plan, Test Plan, Conversion Plan, etc.
Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes.
Test Plan Document that outlines a strategy or approach for testing. A Test Plan describes key setup issues, dependencies, and other general factors.
Test Scripts A series of actions, functions, scenarios, or commands documented for execution during various phases of testing.
User
Acceptance Test
Final testing led by the Client, where SpryPoint is available for assistance, as required. This testing is typically scenario based and ensures that the System is configured to meet all of agreed upon business processes.
6.2 Milestone Schedule
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 83 Phase Milestone Name Milestone Description Amount
1 PM Project Management PM Month 1 PM activities per the SOW $13,000.00 2 PM Project Management PM Month 2 PM activities per the SOW $11,000.00 3 PM Project Management PM Month 3 PM activities per the SOW $11,000.00 4 PM Project Management PM Month 4 PM activities per the SOW $11,000.00 5 PM Project Management PM Month 5 PM activities per the SOW $11,000.00 6 PM Project Management PM Month 6 PM activities per the SOW $11,000.00 7 PM Project Management PM Month 7 PM activities per the SOW $11,000.00 8 PM Project Management PM Month 8 PM activities per the SOW $11,000.00 9 PM Project Management PM Month 9 PM activities per the SOW $11,000.00 10 PM Project Management PM Month 10 PM activities per the SOW $11,000.00 11 PM Project Management PM Month 11 PM activities per the SOW $11,000.00 12 PM Project Management PM Month 12 PM activities per the SOW $11,000.00 13 PM Project Management PM Month 13 PM activities per the SOW $11,000.00 14 PM Project Management PM Month 14 PM activities per the SOW $11,000.00 15 PM Project Management PM Month 15 PM activities per the SOW $11,000.00 16 PM Project Management PM Month 16 PM activities per the SOW $11,000.00 17 PM Project Management PM Month 17 PM activities per the SOW $11,000.00 18 PM Project Management PM Month 18 PM activities per the SOW $11,000.00 #17..
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84 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 19 ANA Analysis Project Kickoff
Complete the following Deliverables:
- Mobile Project Team
- Conduct Project Kickoff
- Prepare project infrastructure
-Detailed Analysis Workshop schedule
complete
- Mobile Project Team
- Conduct Project Kickoff
- Prepare project infrastructure
-Detailed Analysis Workshop schedule
complete $11,000.00
20 DEPLOY Analysis Environment Deployement
Complete the following deliverables:
- Sandbox, Staging and Prod environments
setup with one client user setup $3,200.00
21 ANA Analysis System Overview
Complete the following deliverables:
- System Overview Training $3,200.00
22 ANA Analysis Analysis Workshops 1
Complete the following deliverables:
- Customer Care Analysis Workshops
- Premises Analysis Workshops $9,800.00
23 ANA Analysis Analysis Workshops 2
Complete the following deliverables:
- Billing Analysis Workshops
- Payments Analysis Workshops
- Collections Analysis Workshops $9,800.00
24 ANA Analysis Analysis Workshops 3
Complete the following deliverables:
- Bill Template Analysis Workshop
- Finance & Admin Analysis Workshop $9,800.00
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85 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 25 ANA Analysis Anaysis Workshops 4
Complete the following deliverables:
SpryEngage Workshop
SpryMobile Analysis Workshop $9,800.00
26 ANA Analysis Analysis Report Delivery
Complete the following deliverables:
- Deliver Analysis Report to client for review $9,800.00 27 ANA Analysis Analysis Report Signoff
Complete the following deliverables:
- Analysis Report Updates
-Analysis Report Review & Approval $9,800.00
28 ANA Analysis
Analysis Workshop -
Integrations
Complete the following deliverables:
-Analysis workshop for integrations $9,800.00
29 ANA Analysis Analysis Workshop - Reports
Complete the following deliverables:
-Analysis workshop for reports $9,800.00
30 ANA Analysis
Analysis Workshop -
Dashboards
Complete the following deliverables:
-Analysis workshop for dashboards $9,800.00
31 REPORT Analysis Report Plan
Complete the following deliverables:
- Deliver Report Plan $10,000.00
32 REPORT Analysis Dashboard Plan
Complete the following deliverables:
- Deliver Dashboard Plan $10,000.00
33 TRAIN Analysis Training Plan
Complete the following deliverables:
- Deliver Training Plan $5,000.00
34 OCM Analysis Change Management Plan
Complete the following deliverables:
- Deliver Change Mangement Plan $12,000.00
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86 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 35 DC Analysis Data Conversion Strategy
Complete the following deliverables:
- Data Conversion Strategy $5,000.00
36 CONFIG Configuration Configuration 1
Complete the following deliverables:
- Workbook updates for following workbook
tabs:
1. Enable Services
2. Aging
3. GL Account Structure
4. GL Accounts
5. Billing Cycles
6. Penalty Type
- Configuration in staging environment $21,000.00
37 CONFIG Configuration Configuration 2
Complete the following deliverables:
- Initial setup decisions in configuation
Workbook updates for following workbook
tabs:
1. Receivable Types
2. Revenue Months
3. Billing Periods
4. Default Gl Accounts
5. Services Types
6. Tax Schedules
- Configuration in staging environment $21,000.00
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87 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 38 CONFIG Configuration Configuration 3
Complete the following deliverables:
- Workbook updates for following workbook
tabs:
1. Rate Schedule
2. Meter Size Rate Detail
- Configuration in staging environment $21,000.00
39 CONFIG Configuration Configuration 4
Complete the following deliverables:
Workbook updates for following workbook
tabs:
1. Account Statuses
2. Customer Statues
3. Premise Statues
4. Account Types
5. Premise Types
6. Equipment Location Types
7. Routes
8. Water Meter Configurations
10. Charge Types
11. Deposit Types
12. Credit Memo Type
13. Global Config
14. Measurement Types
- Configuration in staging environment $21,000.00
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88 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 40 CONFIG Configuration Configuration 5
Complete the following deliverables:
-Initial setup decisions in configuation
Workbook updates for following workbook
tabs:
1. Collections Media
2. Collections Routine
3. New Item Categories
4.City Setup
5. Equipment Categories
6. Equipment Type
7. Tender Type
8. Payment Sources
- Configuration in staging environment $21,000.00
41 CONFIG Configuration Configuration 6
Complete the following deliverables:
-Initial setup decisions in configuation
Workbook updates for following workbook
tabs:
1. Auto number configuration
2. Business Hours
3. Denomination Configuration
4. Holiday Calendar
5. Billing Validation Rules
6.Budget Billing Types
7. Billing Agreement Add-ons (if applicable)
8+38:45. Summer Sewer Configuration
- Configuration in staging environment $21,000.00
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89 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 42 CONFIG Configuration Configuration 7
Complete the following deliverables:
- Initial setup decisions in configuation
Workbook updates for following workbook
tabs:
1.Payment File Format
2. Pre-authorized Payment
3. Alternate ID Types
4. Relationship Types
5. Deposit Interest Schedules
6. Districts
7. Exemption Reasons
8. Move In Request Types
9. Move Out Request Types
- Configuration in staging environment" $21,000.00
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90 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 43 CONFIG Configuration Configuration 8
Complete the following deliverables:
- Initial setup decisions in configuation
Workbook updates for following workbook
tabs:
1. Dispute Types
2. Dispute Resolution Types
3. Write Off Types
4. Bankruptcy Types
5. Service Order Actions
6. Service Order Types
7. Communication Message
8. Auto Reply Rules
9. Statement Message
10. Estimation Algorithms
11. Meter Reading Code Mappings
- Configuration in staging environment" $21,000.00
44 CONFIG Configuration Configuration 9
Complete the following deliverables:
- SpryMobile Initial Configuration completed
and SpryMobile ready for client testing $20,000.00
45 CONFIG Configuration Configuration 10
Complete the following deliverables:
- SpryEngage Initial Configuration & ready for
client testing $20,000.00
46 DC Configuration Data Mapping
Complete the following deliverables:
-Initial completion of data mapping workbook $10,000.00 #17..
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91 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 47 DC Configuration Data Iteration 1
Complete the following deliverables as
required for Data Iteration 1:
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment" $10,000.00 48 DC Configuration Data Iteration 1.1
Complete the following deliverables as
required for Data Iteration 1.1:
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment" $10,000.00 49 DC Configuration Data Iteration 1.2
Complete the following deliverables as
required for Data Iteration 1.2:
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment" $5,000.00 50 DC Configuration Data Iteration 2
Complete the following deliverables as
required for Data Iteration 2:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $5,000.00
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92 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 51 DC Configuration Data Iteration 2.1
Complete the following deliverables as
required for Data Iteration 2.1:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $5,000.00
52 DC Configuration Data Iteration 2.2
Complete the following deliverables as
required for Data Iteration 2.2:
Data Refresh
- Load iteration data in staging environment $5,000.00
53 DC Configuration Data Iteration 3
Complete the following deliverables as
required for Data Iteration 3:
1) Complete any data mapping updates
3) Develop/Update data import routines
4) Create & deliver data conversion validation
reports
5) Load iteration data in staging environment $5,000.00 54 DC Configuration Data Iteration 3.1
Complete the following deliverables as
required for Data Iteration 3.1:
Data Refresh $5,000.00
55 DC Configuration Data Iteration 3.2
Complete the following deliverables as
required for Data Iteration 3.2:
Data Refresh $5,000.00
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93 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 57 INT Configuration Integration - Oracle (GL & AP)
Complete the following deliverables:
GL & Account Payable interface is in Staging
and Ready for testing $16,000.00
58 INT Configuration Integration - ESRI (GIS)
Complete the following deliverables:
Esri (GIS) interface is in Staging and Ready
for testing $4,800.00
60 INT Configuration
Integration - Remittance &
Payment Files (Remit Plus,
Metavante, FiServ & Princeton)
Complete the following deliverables:
Remittance and Payment files interface is in
Staging and Ready for testing $16,000.00
61 INT Configuration
Integration - SpryMobile <--
>Lucity (Asset Management)
Completed the following deliverables:
- Provide integration requirements document
*Lucity Asset Management $8,000.00
62 INT Configuration
Integration - SpryMobile <--
>Lucity (Asset Management)
Complete the following deliverables:
Lucity Integration in environment and ready
for testing $8,000.00
63 INT Configuration
Integration - Infosend - Bill
Print
Complete the following deliverables:
Infosend Integration is in Staging and ready
for testing $8,000.00
64 INT Configuration
Integration - Badger AMR
(Meter Import File)
Complete the following deliverables:
Badger AMR Integration is in Staging and
ready for testing $8,000.00
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94 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 66 INT Configuration
Integration - Badger BEACON
(AMI)
Complete the following deliverables:
Badger Beacon Integration is in Staging and
ready for testing $16,000.00
67 INT Configuration Integration - Selectron (IVR)
Complete the following deliverables:
Selectron IVR Integration is in Staging and
ready for testing $4,800.00
68 INT Configuration Integration - AVL
Complete the following deliverables:
AVL Integraton in staging environment ready
for client review & testing $4,800.00
69 INT Configuration
Integration - Ring Central (CTI
& IVR)
Completed the following deliverables:
- Provide integration requirements document
*Ring Central $8,000.00
70 INT Configuration
Integration - Ring Central (CTI
& IVR)
Complete the following deliverables:
Ring Cental Integraton in staging environment
ready for client review & testing $8,000.00
71 INT Configuration
Integration - PCS Collection
Agency
Complete the following deliverables:
PCS Collection Agency Integraton in staging
environment ready for client review & testing $8,000.00 72 INT Configuration
Integration - SwiftComply
(Backflow)
Complete the following deliverables:
SwiftComply Integraton in staging
environment ready for client review & testing $4,800.00 73 REPORT Configuration Reporting 1
Complete the following deliverables:
- 50% Updates and custom reports per the
report plan in staging environment for client
review $15,000.00
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95 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 74 REPORT Configuration Reporting 2
Complete the following deliverables:
- 50% Updates and custom reports per the
report plan in staging environment for client
review $15,000.00
75 REPORT Configuration Dashboards 2
Complete the following deliverables:
- 50% Updates and custom dashboards per
the dashboard plan in staging environment for
client review $15,000.00
76 REPORT Configuration Dashboards 2
Complete the following deliverables:
- 50% Updates and custom dashboards per
the dashboard plan in staging environment for
client review $15,000.00
77 OCM Configuration Change Management Activities
Complete the following deliverables:
- Change impact document
- OCM training materials $10,000.00
78 TRAIN Test Core Team Training
Complete the following deliverables:
- Completed training for Core team Members $15,000.00
79 TEST Test Functional Test Cases
Complete the following deliverables :
- Deliver to client out of the box Functional
Test Cases $15,000.00
80 TEST Test User Acceptance Test Cases
Complete the following deliverables :
- Deliver to client out of the box User
Acceptance Test Cases" $15,000.00
81 TEST Test Bill Validation Testing Round 1
Complete the following deliverables :
- Complete Bill Validation Activities
- Bill Validation report delivered to client $13,000.00 #17..
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Statement of Work
96 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 82 TEST Test Bill Validation Testing Round 2
Complete the following deliverables :
- Complete Bill Validation Activities
- Bill Validation report delivered to client $12,000.00 83 TEST Test Bill Validation Testing Round 3
Complete the following deliverables :
- Complete Bill Validation Activities
- Bill Validation report delivered to client $12,000.00 84 TRAIN Test Tester Training
Complete the following deliverables:
- User identified as Testers are trained and
ready to start UAT testing $15,000.00
85 TEST Test Functional Testing R1
Complete the following deliverables:
- Execute Functional Testing
- Functional Testing Signoff $13,000.00
86 TEST Test Functional Testing R2
Complete the following deliverables:
- Execute Functional Testing
- Functional Testing Signoff $12,000.00
87 TEST Test Integration Testing R1
Complete the following deliverables:
- Execute Integration Testing
- Integration Testing Signoff $12,000.00
88 TEST Test Integration Testing R2
Complete the following deliverables:
- Execute Integration Testing
- Integration Testing Signoff $12,000.00
89 TEST Test User Acceptance Testing R1
Complete the following deliverables:
- Execute User Acceptance Testing
- User Acceptance Testing Signoff $12,000.00
90 TEST Test User Acceptance Testing R2
Complete the following deliverables:
- Execute User Acceptance Testing
- User Acceptance Testing Signoff $12,000.00
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97 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 91 TEST Test User Acceptance Testing R3
Complete the following deliverables:
- Execute User Acceptance Testing
- User Acceptance Testing Signoff $12,000.00
92 TRAIN Deploy End User Training 1
Complete the following deliverables:
- CSRs and Billing end users trained $17,500.00
93 TRAIN Deploy End User Training 2
Complete the following deliverables:
- Field Service end users trained $17,500.00
94 TRAIN Deploy End User Training 3
Complete the following deliverables:
- Remaining users trained per the training
plan $10,000.00
95 OCM Deploy Change Management Training
Complete the following deliverables:
- complete training per the OCM Plan $10,000.00
96 MOCK Deploy Mock Go-Live 1
Complete the following deliverables:
- Mock Go-Live Plan provided to client for
reivew
- Mock Go- Live Scheduled $12,000.00
97 MOCK Deploy Mock Go-Live 1
Complete the following deliverables:
- Mock Go-Live Successfully Executed" $12,000.00
98 DC Deploy Data Iteration 4
Complete the following deliverables as
required for Data Iteration 4:
Update mapping as required
Run data import scripts
Create & deliver data converasion validation
reports
Load iteration data in environment $10,000.00
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Statement of Work
98 Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved 99 GOLIVE Deploy Go-Live
Complete the following deliverables:
- Go Live Plan Developed
- Go/No Go Decision
- Go Live Activies Completed - SpryPoint
- Go Live Signoff
- Issue Log Updated" $40,000.00
100 PIS Operate Post Go-Live Support Month 1
Complete the following deliverables:
- Client Executing business in Production
- Completed month end
- Updated and prioritized punchlist $80,000.00
101 PIS Operate Post Go-Live Support Month 2
Complete the following deliverables:
- Client Executing business in Production
- Completed month end
- Updated and prioritized punchlist $40,000.00
102 PIS Operate Post Go-Live Support Month 3
Complete the following deliverables:
- Client Executing business in Production
- Completed month end
- Updated and prioritized punchlist $20,000.00
Total $1,264,800
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 99
6.3 Document Samples
The following sections show a sample of some of the document templates that will be used through the implementation.
Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template.
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100
Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
6.3.1 Project Status Report - Sample
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102
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105
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Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
6.3.2 Risk Log
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Confidential | Copyright © 2023 SpryPoint Services Inc. All Rights Reserved
6.3.3 Change Order Form
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109
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RFP Starting Template 2022-07.docx
45 Queen Street
Charlottetown,
PE sprypoint.com
C1A 4A4, Canada
My title Emphasized
Subtitle
May 4, 2022
Author
Exhibit B – Pricing Schedule
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Statement of Confidentiality
The contents of this proposal are confidential and are supplied on the understanding that they will be held confidentially and not disclosed to third parties without the prior written consent of SpryPoint.
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2 Table of Contents
Table of Contents 2
Introduction 3
SpryPoint SaaS Products and Pricing 4
SpryPoint SaaS Products 4
SpryCIS - Customer Information System 4
SpryEngage – Customer Engagement Platform 4
SpryIDM – Interval Data Management 5
SpryMobile – Mobile Field Service 5
SaaS Pricing Schedule 7
SaaS Software Usage Metrics 7
Usage Metric Definitions 8
SaaS Products and Subscription Initial Term 9
Annual Renewal 10
Annual Escalation 10
Initial Implementation Fees 10
Billing/Invoicing 11
Additional Terms 11
Integrated Notification Services: 11
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 Introduction
This Pricing Schedule is made by and between the Parties identified below on the date indicated as of the execution of the Master Subscription Agreement (“Effective Date”).
SpryPoint Services Inc. City of Modesto
45 Queen Street
Suite #401
Charlottetown, PE C1A 4A4
Attn: Purchasing Division
P.O. Box 642
Modesto, CA.95353
United States
Ryan Cawley
VP Business Development
City of Modesto
Purchasing Division
902-940-6830
[email protected]
The contents within this document will be governed by the terms and conditions of the Master Agreement between the Parties. This Pricing Schedule is governed by and incorporates the following documents in effect as of the effective date. All documents are listed in order of precedence, and collectively referred to as “The Agreement".
Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Agreement.
Document
1 Master Subscription Agreement
2 Exhibit A - Statement of Work
3 Exhibit B - Pricing Schedule
4 Exhibit C - Service Level Agreement
5 Exhibit D – Security Overview
6 Exhibit E - Insurance Coverage
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 4 SpryPoint SaaS Products and Pricing
SpryPoint SaaS Products
The business scope of SpryPoint’s software-as-a-service application(s) are defined as follows:
SpryCIS - Customer Information System
SpryCIS will, at a minimum, provide functions and processes to support customer service and customer account management, meter reading and consumption/usage collection and information, meter equipment/inventory records and location data, other billing related inventory records, field service order requests, rate, fee and tariff storage to be used in mass calculation, billing calculation and production of billing statements, and financial processing to include processing of payments, adjustments, past due collections actions and notifications, unpaid debt processing, financial reconciliations, and Point of Sale cashiering functionality.
Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product
Reporting/Data Access as defined within Exhibit A - Statements of Work and final accepted work product
SpryEngage – Customer Engagement Platform
SpryEngage will, at a minimum, provide the functions and processes to support Customer Self-Service and Engagement including:
Customer Facing
● Customer Registration & Login
● Mobile Access via responsive web design
● Customer Dashboard
● Profile Management
● Alert Sign-up & delivery
● Guest Access
● Interactive Consumption Presentation
● Bill Display
● Electronic Billing
● Payment Processing
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 5 ● Electronic Forms Submissions
Administrative
● Administrative Dashboard
● Reporting & Analytics
● Customer Masquerading
SpryIDM – Interval Data Management
SpryIDM will at a minimum provide:
● Storage and programmatic access to 3 years of interval data. ● Access to interval data for meters, service points, and collections of meters. ● Ability to standardize and normalize interval data that can be aggregated and analyzed and correlated to other data for presentation of interactive consumption charts of interval data to customers
● Ability to automatically send alerts to customers (SMS, Voice, Email) for continuous usage (leaks) or other events.
SpryMobile – Mobile Field Service
SpryMobile will, at a minimum, provide the functions and processes to support the creation of short cycle work including at a minimum:
● Service orders
● Scheduling
● Dispatch
● Mapping
● GIS Layers
● MyWork
● Notifications
● Real-Time Connectivity back to SpryCIS.
SpryMobile will provide the ability to accept, process, complete, and utilize relevant data from SpryCIS, and allow field users to process updates and notifications in real-time.
Integration as defined within Exhibit A - Implementation Statements of Work and final accepted work product
Reporting/Data Access as defined within Exhibit A - Implementation Statements of Work and final accepted work product
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 7 SaaS Pricing Schedule
The table below provides the details of the SpryPoint Software-as-a-Service products purchased, the usage metrics and amounts, and the annual fees for the initial subscription term.
SpryPoint SaaS
Application
Name/Module
Environments
Included during
implementation*
Environments
included after
go-live*
Usage Metric Quantity
Subscribed
Price per
metric
Annual
Subscription
Amount for
Initial term
SpryCIS –
Customer
Information
System
Production (1),
Staging (1)
Sandbox (1)
Production (1)
Sandbox (1)
Active
Accounts
80,000 $3.00 per
Active Account
in blocks of
500
$240,000
SpryEngage –
Customer
Engagement
Platform
Production (1),
Staging (1)
Production (1) Active
Accounts
80,000 $1.00 per
Active Account
in blocks of
500
$80,000
SpryIDM - Interval
Data Management
Production (1),
Staging (1)
Production (1) Active
Accounts
80,000 $0.50 per
Active Account
in blocks of
500
$40,000
SpryMobile –
Mobile Field
Service
Production (1),
Sandbox (1)
Production (1) Full Users
Light Users
20 Full Users
(Water)
(Water)
16 Light
Users
(Finance)
$100/per Full
users/month
$50/per Light
user/Month
$24,000
$9,600
Inbound &
Outbound SMS
Messaging
Production (1),
Sandbox (1)
Production (1) Messaging
volume
6 Campaigns
per year or
480,000
messages
$0.02/Message
Segment
$9,600
Total Annual Fee $403,200
* Upon mutual agreement between SpryPoint and Client, other environments may be established for specific purposes throughout the implementation (Eg, Test & Train) and will not result in additional cost to Client. If additional dedicated environments are required post go-live there may be additional fees required.
SaaS Software Usage Metrics
Usage Metric Limitations stated above represent the maximum annual quantity of Usage Metrics over a 12-month period and are for Production Environment only. Client is licensed “up to” the Usage Metric Limitation.
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 8 Usage Metric Definitions
Accounts
Accounts are defined as "Active Accounts" within the CIS. An account is no longer considered Active when it is ineligible to receive a Statement and is no longer subject to ancillary processes such as penalties, collections routines, or external communication from SpryCIS. Active accounts are audited based on a variance of +/-500 accounts for the purposes of pricing updates as outlined in the auditing process below.
Full Users
Full Users are defined as users who can access all SpryMobile’s functionality to create, edit, and share data.
Light Users
Light Users are defined as users who have read only access to data within SpryMobile.
Archived Users
Archived Users are defined as user accounts that are no longer active or required. It is the Client’s responsibility to archive users. All records associated with the archived user are maintained within the application for data integrity and activity logging, but archived users are not able to login or access resources within the application.
Testable Assembly
Testable Assembly is defined as an assembly which is associated with a location and is subject to test notices and test entry submission, regardless of the frequency of notices and entry.
Usage Metric Verification Process
Client has access to self-service metric usage on demand and within the Service. Client System Administrators can add or remove Accounts and Users as needed. It is the Client’s sole responsibility to archive users in SpryMobile if they are no longer being used.
SpryPoint may verify metrics through a quarterly audit and will bill any changes annually. Audit results will be shared with Client. Any use exceeding or decreasing from the usage metrics within scope and defined above will be subject to fee adjustments as indicated above. Fees accrue in the calendar month the excess use began and accordingly fees decrease from the calendar month of decreased use. For example, if in the first subscription year:
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 9 Annual Subscription Invoicing of 25,000 Active Accounts = $75,000 ● Quarter 1 Audit = An average of 24,900 Active Accounts during the quarter = $0.00 increase or decrease.
● Quarter 2 Audit indicates an average of 25,300 Active Accounts during the quarter = $1500 increase ($3 per account x block of 500) prorated for the remaining term of the active subscription period (6 months), to be added to the subsequent renewal period.
● Quarter 3 Audit indicates an average of 24,443 Active Accounts during the quarter = $1500 decrease ($3 per account x block of 500) prorated for the remaining term of the active subscription period (3 months), to be applied as a credit against the subsequent renewal period.
● Quarter 4 Audit indicates an average of 24,900 Active Accounts during the quarter.
Next Annual Subscription Invoicing for 25,000 Active Accounts:
($75,000* Renewal Year Escalation Rate of 4% or CPI, whichever is greater) +
(($1500* Previous Year Escalation Rate of 0%) * (2/4))
–
(($1500* Previous Year Escalation Rate of 0%) * (1/4))
=
$77,625
The average number of active accounts during per quarter is calculated as:
(Total Active Accounts during the Quarter/3)
SaaS Products and Subscription Initial Term
The Initial Term of this agreement shall be for a period of one (1) year. #17..
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 10 Annual Renewal
Unless stated otherwise, the Initial Term and any subsequent renewals will automatically renew for terms of 12 months, unless Client notifies SpryPoint of their intention not to renew.
Annual Escalation
When the initial term comes to an end, each subsequent renewal will be subject to a pricing adjustment which will occur at the higher of the following parameters:
a) 4% per year
b) in accordance with the change in the Consumer Price Index (CPI-U) for January of the renewal year, US City Average for all items (“CPI”) as published by the Government of the United States. The CPI will be determined based on the percentage increase in the CPI for the twelve (12) month period ending with the calendar month which is three (3) months prior to each anniversary of the Effective Date
Initial Implementation Fees
The description of the initial Implementation is included within Exhibit A - Statement of Work (SOW) of the Master Subscription Agreement. All invoicing, fees and payment Milestone schedules associated with the SOW are incorporated within Exhibit A. Those summarized Implementation fees are represented below:
Implementation Cost
Project Management 200,000
Deployment 6,400
Analysis 99,200
Integrations 123,200
Modifications TBD
Organizational Change Management 32,000
Reporting & Dashboards 80,000
Configuration 208,000
Data Conversion 80,000
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 11 Training 80,000
Testing & Mock Cutover 176,000
Cutover 40,000
Post Implementation Support 140,000
Subtotal 1,264,800
Implementation Contingency 300,000
Total 1,564,800
Billing/Invoicing
Annual SaaS fees are due upon contract execution and will be invoiced in US Dollars at the yearly anniversary each subsequent year including any metric usage updates. Any Statement of Work or Change Order Fees will be billed according to the Payment Schedule determined within the associated Statement of Work.
Below is the client contact information for the administration of all audit information, invoicing, and any technical administration:
Jeni Martin
Revenue Collections & Compliance Manager
City of Modesto
1010 10th Street
Modesto, CA. 95354 United States
[email protected]
Additional Terms
Integrated Notification Services:
The SpryPoint platform includes integrated notification services which can be enabled by Client for the purposes of customer alerts and notifications. SpryPoint's Notification services include:
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 12 ● Inbound & outbound SMS text messaging
● Outbound voice messaging
● Inbound & outbound email messaging
The ongoing usage costs will be invoiced quarterly based on actual usage according to the following table.
Service Rate
Inbound & Outbound SMS Messaging $0.02 / Message segment Local Outbound Voice Messaging $0.03 per minute
Toll-Free Outbound Voice Messaging $0.03 per minute
Optional Random Short Code $15,000/year
All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges. Client will pay all communications surcharges associated with your use of the Integrated Notification Services. Communications Surcharges will be shown as a separate line item on an invoice.
The character limit for a single SMS message is technically 160 characters. However, most modern phones and networks support message concatenation which means they split large messages into individual SMS messages (called "segments") and then re-create the large message at the receiving end.
When Client sends an SMS message containing more than 160 characters, the message will be split into smaller messages for transmission. Large messages are split into 153- character ‘segments’ and sent individually, then re-assembled by the recipient’s device.
For example, a 161-character message will be sent as two messages: one with 153 characters and a second with eight characters. SpryPoint will invoice Client for every segment sent.
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45 Queen Street
Charlottetown, PE
C1A 4A4, Canada
sprypoint.com
▪ Service Level Agreement
o November 2022
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 1 1 INTRODUCTION AND OVERVIEW ....................................................................................................3 2 DEFINITIONS ......................................................................................................................................4 3 SCOPE OF SERVICE/RESPONSIBILITIES .......................................................................................5
3.1 ONGOING SUPPORT AND SUBSCRIPTION SERVICES..............................................................................5
3.2 BILLABLE SERVICES ...........................................................................................................................8
3.3 QUOTE PROCESS...............................................................................................................................8
3.4 RATE CARD .......................................................................................................................................9 4 PERFORMANCE MEASUREMENT....................................................................................................9
4.1 SUPPORT LEVEL DEFINITIONS AND RESPONSIBLE PARTIES...................................................................9
4.2 ISSUE REPORTING............................................................................................................................10
4.3 ISSUE PRIORITIZATION, DEFINITIONS, RESPONSIBLE PARTIES, AND TARGETS ......................................11
4.4 TRIAGE............................................................................................................................................13
4.5 RESOLUTION....................................................................................................................................14
4.6 SYSTEM MAINTENANCE ....................................................................................................................14
4.7 DEVICE AND OPERATING SYSTEM SUPPORT ......................................................................................14
4.8 ISSUE POST-MORTEM PROCESS ........................................................................................................15
4.9 SUPPORT HOURS.............................................................................................................................15
4.10 HOLIDAYS ...................................................................................................................................15 5 SERVICE LEVEL AGREEMENTS ....................................................................................................16
5.1 SERVICE AVAILABILITY......................................................................................................................16
5.2 SERVICE CREDITS............................................................................................................................17 6 PERIODIC SERVICE REVIEWS .......................................................................................................17
6.1 PERIODIC REVIEW OF OPEN TICKETS AND OUTSTANDING ISSUES .......................................................17
6.2 PERIODIC REVIEW OF SERVICE LEVEL AGREEMENT PERFORMANCE....................................................17
6.3 ESCALATION ....................................................................................................................................18 7 RELEASE MANAGEMENT...............................................................................................................20 #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 2 1 Introduction and Overview
SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications.
This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint’s software-as-a-service. At a high level, this includes:
● Application support and maintenance
● Management of updates and enhancements
● Technology infrastructure management
● Backup and recovery
● High availability, disaster recovery, and business continuity ● Database management
● Network configuration and monitoring
● Security
● Operations and service delivery management
● Help desk/support
● Reporting/Performance measurement tools
These Services may be supplemented by change requests agreed upon by the parties in writing.
This Agreement describes the responsibilities of all parties, the scope, and approach to the delivery of the services specified herein (“the Services”).
The transition to the Customer Success team will occur when:
● All severity 1 and 2 issues have been resolved
● All severity 3 issues have a defined plan for resolution ● The Post Go Live Support as defined in the Statement of Work is complete ● A finalized punch-list of any outstanding items has been created and responsibilities assigned.
The transition involves:
● Formal knowledge transfer between SpryPoint’s Service Delivery and Customer Success Teams
● An introductory meeting with the client, SpryPoint’s Project Manager and SpryPoint’s Customer Success Team.
This Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule incorporated as part of this Agreement. Any non-production or test environments are expressly excluded from this or any other Service Agreement.
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 3 2 Definitions
These terms shall have the following meanings whenever used in this Agreement. “Assist” means the party which may provide input into a task and/or be consulted before a decision or action is performed.
“Business Hours” – means 8:00 a.m. – 4:00 p.m. Eastern Time, Monday – Friday (excluding holidays)
“Demarcation Point” means the outer most point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint.
“Environment” – provides resources and services over the Internet and access through a web browser or client software.
● Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users.
● Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible.
“Impact” – means the influence of an event on the organization or organization’s customers. “Issue” – is a disruption to everyday operations that may or may not have significant consequences.
“Lead” means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done. “Outage” means the total minutes the service is unavailable outside the scheduled maintenance window.
“Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue.
“Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue.
“Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to change on 30 days’ notice from SpryPoint. “Severity” – is used to understand the impact of an issue quickly and set priorities for resolution target and is measured by how severely the issue is affecting functionality. “Support Hours” – mean 8:00 a.m. – 8:00 p.m. Eastern Time, Monday – Friday (excluding holidays)
“Support Request” – means a request to support the resolution of an issue when further assistance is needed from technical experts.
“Tiers” – represents the complexity of the issue reported. #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 4 “Total” means the total minutes the service is available less those exceptions listed under Service Availability.
3 Scope of Service/Responsibilities
3.1 Ongoing Support and Subscription Services
3.1.1 Application Support
The table below describes the application support functions provided in the service and the responsibility assignment of each item.
Item Responsibility
SpryPoint Client
Provide Tier 1 help desk and application support such as, user password management Assist Lead Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation Lead N/A Make determination to escalate and submit Tier 1 issues to Tier 2 Assist Lead Service Request Management
Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug)
Lead Assist
Provide a web-based system for issue tracking Lead N/A
Work with Client to assign proper severity of issue based on definitions Lead Assist Provide issue tracking and reporting Lead N/A
Work with client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues Lead Assist Resolve Tier 2 and Tier 3 issues Lead Assist
Provide analysis of recurring issues and establish a resolution or work around for such issues.
Lead Assist
Work with Client in reporting and resolving unplanned outages of any component or environment.
Lead Assist
Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist
Promptly report outages and service interruptions Lead Assist Application Support
Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users Assist Lead Work with departments to leverage software to streamline business processes Assist Lead Assist with system functionality and process flow questions for software and reports Assist Lead Provide functional support for first time processing of critical client business processes Lead Assist #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 5 Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment Lead N/A Assist in reporting product issues to software vendor support and obtaining resolution Assist Lead Provide availability management and support Lead N/A
Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead
Deploy required application software Lead N/A
Provide post-deployment verification testing of required software Lead Assist Security Administration
Provide application security maintenance and administration Lead N/A Conduct user access management and review Assist Lead
Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software.
N/A Lead
Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure.
Lead Assist
3.1.2 Operational Support
The table below describes the operational support functions provided in the service and the responsibility assignment of each item.
Item Responsibility
SpryPoint Client
Hosting Services
Provide hosting services Lead N/A
Provide for a replicated system architecture Lead N/A
Provide disaster recovery services including system and data restoration Lead N/A Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load
Lead N/A
Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line. Lead N/A
Provide hosting services Lead N/A
Database Management
Perform database administration Lead N/A
Perform database monitoring Lead N/A
Perform database tuning Lead N/A
Perform database security Lead N/A
Perform database procedures Lead N/A
Perform scheduled maintenance procedures Lead N/A
Perform database patching and updates/service packs Lead N/A #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 6 Communicate patch and update impact analysis Lead N/A
Perform database capacity planning Lead N/A
Perform database refresh/clones Lead N/A
Perform database backup and recovery Lead N/A
Perform any data purging or archiving as required. Lead N/A Release Management
Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month Lead Assist
Perform application upgrades Lead Assist
Perform maintenance pack installations Lead Assist
Perform emergency release updates as needed. Lead Assist Access Management
Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead
Manage application users and their access to the various environments Assist Lead Performance Management
Monitor system performance Lead N/A
Monitor application performance Lead N/A
Monitor scheduled job performance Lead Assist
Analyze performance related issues to identify factors impacting performance Lead Assist
3.1.3 Technology Infrastructure Services
The table below describes the technology infrastructure functions provided in the service and the responsibility assignment of each item.
Item Responsibility
SpryPoint Client
Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist
Provide system monitoring and tuning Lead Assist
Provide system capacity planning Lead Assist
Provide storage capacity planning Lead Assist
Provide workload management and support Lead Assist
Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production Lead Assist Perform updates/service packs on application infrastructure Lead N/A #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 7 Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes
Lead N/A
Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A
Implement minor technology updates Lead N/A
Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments:
Production Lead N/A
Staging Lead N/A
Sandbox (where applicable) Lead N/A
3.2 Billable Services
There will be instances where a client request is beyond the scope of the original contract. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request options. Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service.
Examples of billable services that require a quote:
● Requests for new reports
● Requests for changes to current reports
● New configuration/setup
● Rate changes
● Changes to bill print/template
● Changes to forms or letters
3.3 Quote Process
The client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change.
Requests for changes should be made to SpryPoint’s Customer Success Team. They will review the request and create a quote to include the following:
● A description of the problem that needs to be solved or the issue to be addressed. ● A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. ● An estimated delivery time
● If applicable, any fees/cost and expenses associated with the Change.
The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. ● Identify the requested Change
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 8 ● Identify and document the solution and scope of work associated with the Change requested
● Estimate required effort, and any associated costs
● Submit for review and approval by the Client and SpryPoint Management Team ● If not approved, no changes are completed, and the Change request is canceled ● If approved, SpryPoint will work with the client to schedule ● Monitor and report progress on the Change
● Communicate the Change resolution
3.4 Rate Card
Any billable services to the Service beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work. 4 Performance Measurement
4.1 Support Level Definitions and Responsible Parties
Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production.
4.1.1 Client Responsibilities
Tier Definition Description/Examples
1 Support performed by Client, who shall
be responsible for addressing common
user questions and issues
● Provide application navigation tips
● Perform password resets or analyze login
issues
● Answer questions regarding basic
operation of the application
● Gather information to escalate to Tier 2
support
4.1.2 SpryPoint Responsibilities
Tier Definition Description/Examples
1 Support performed by Client, who shall
be responsible for addressing common
user questions and issues
Maintain documentation to enable Client to
resolve most Tier 1 support issues without
requiring escalation to specialized application
support.
2 In-depth technical support performed by
SpryPoint to address issues outside the
scope of Tier 1 issues.
Provide Tier 2 support for all SpryPoint
applications which includes:
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 9 SpryPoint’s experienced team are
available to:
● Assess issues
● Provide solutions
● Resolve issues
● Create new features
● Advanced technical and system
administration responsibilities which
may require application log, database
access, or other code-related
troubleshooting
● Clearly defined points-of-contact,
available to receive and appropriately
respond to issues from Tier 1 support
● Advice and assistance for the
applications and non-programming
activities in direct support of users
● Advise Client personnel of estimated
time to resolve an issue after root
cause diagnosis
● Provide status updates during issue
resolution
● Escalate Tier 2 support issues to Tier
3 support at our sole discretion
3 A level of product and service support
provided by SpryPoint resources (such
as product managers or product team)
Provide Tier 3 support for all SpryPoint
applications which includes:
● Data fixes
● Code-related troubleshooting
● Bug fixes
4.2 Issue Reporting
The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests.
To report an issue, submit a support request by:
● Support widget (must be enabled in-app)
● SpryPoint Helpdesk Portal - support.sprypoint.com
● E-mail – [email protected]
● Phone - 855.TRY.SPRY
Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year.
Before reporting an issue, Client’s personnel must collect as much of the following information as possible:
Criteria Description/Examples
Date and Time When did the issue start?
Product/Function SpryCIS – Meter Reading
General Description Describe the issue you are experiencing as well as the expected results #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 10 Replication How to replicate the issue
Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS
Device iPad, Chromebook, Microsoft Surface, MacBook
Browser Chrome, Safari, Edge, Firefox
Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. Once submitted, Client will receive an automated response indicating the request has been received as well as a ticket number.
SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are:
Bug – an error, flaw, or fault in the application that causes an incorrect or unexpected result or behaviour.
Configuration Request – a change or update to the behaviour of an application through a setting in the user interface.
New Feature Request – an update to the application to provide new functionality or a new feature.
Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behaviour.
Performance/Service Issue– generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications.
Additional detail on the ticket submission process may be found in Appendix A.
4.3 Issue Prioritization, Definitions, Responsible Parties, and Targets Severity
Level
Example Response
Target
Resolutio
n Target
Update
Frequenc
y
1 – Urgent Client’s business is not operational due to
significant performance issues or outage,
creating a substantial impact financially or by
the number of customers affected.
Critical business function(s) cannot be
performed and/or a key component is
unavailable or is non-functional. There is no
immediate work around.
1 hour 4 hours 1 hour
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 11 Urgent issues have top priority until resolved
Examples of Severity 1 issues includes but are
not limited to:
● System is unavailable (outage),
● Unable to perform a key function such
as calculation of bills or billing process,
● A key function is malfunctioning,
creating a severe financial/customer
impact
● Any event that impacts more than
20% of the customer base.
● Severity Level 1 issues are subject to
an Issue Post-mortem by SpryPoint
2 – Critical Client’s business is operational but the ability to perform business functions is severely
impacted.
A critical business function or functions are
partially operational or operating by use of a
workaround only sustainable for a short period
of time.
A critical business function or functions is
operating at limited capacity or has a defect
which creates errors or atypical results to
customer records, transactions, or financials.
Examples of Severity 2 issues includes but are
not limited to:
● 10%-20% of the customer base are
affected by bills which are calculating
or rendering incorrectly
● Response times on transactions or
screens are 3 times the normal
response times (response times must
be tracked at go-live for benchmark)
● Processes take 3 times as long to
complete or error out (response times
must be tracked at go-live for
benchmark)
2 hours 16 hours 4 hours
3 –
Restricted
Use
The service is experiencing an issue that can
be worked around but is impacting client’s
efficient use of the service. The business is
operational but with reduced efficiency.
Examples of Severity 3 issues includes but are
not limited to:
● Single account issue
● Business function has a slight
restriction of function of non-critical
nature
4 hours 160 hours 40 hours
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 12 ● A work around is required to maintain
normal operations
● Non-performance impacting defect
4 – Not
Urgent
The service is fully functional but may contain
a cosmetic flaw, or misspelling.
There is no operational, financial, or customer
impact.
Examples of Severity 4 issues include, but may
not be limited to:
● A button is out of alignment on the
user interface
● Question regarding configuration or
functionality
● General inquiries
8 hours 200 hours Upon
resolution
5 Enhancement request 16 hours As defined
in change
process
noted in the
Statement
of Work
As defined
in change
process
noted in the
Statement
of Work
4.4 Triage
Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above.
During this initial contact, the team has several objectives:
1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary.
2. Document the use case where the issue occurs.
3. Establish a resolution plan and provide an estimated resolution time if possible.
4. If an estimated resolution time cannot be provided during the initial contact, Client will be provided with an estimate on the timeframe.
5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered.
6. Resolution
4.5 Resolution
Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened. #17..
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 13
4.6 System Maintenance
The primary contact for the ongoing maintenance and support of the application is SpryPoint’s Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available.
Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 8:00 a.m. and 4:00 p.m. Eastern Standard Time.
There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify Client’s designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time.
SpryPoint will promptly notify Client’s designated contact of any downtime and provide confirmation once full functionality is restored.
In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zeroday vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients.
4.7 Device and Operating System Support
● SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint’s policies. SpryPoint is not required to support its applications in the following circumstances: hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate).
● Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). ● Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Software or Services.
● Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client’s exclusive control and responsibility including but not limited to: data input and output are outside the scope of this service level agreement.
Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge.
4.8 Issue post-mortem process
The issue post-mortem process at SpryPoint includes the following:
Action Objective
Summary of what happened ● Which services and customers were affected? ● How long and severe was the issue?
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 14 ● Who was involved in the response?
● How was the issue resolved?
Root cause analysis ● What were the origins of failure? ● Why do we think this happened?
Steps taken to diagnose, assess, and
resolve
● What actions were taken?
● Which were effective?
● Which were detrimental?
Timeline of significant activity Centralize key activities from monitoring tools, ticket management, issue details as well as internal and
external communications.
Learning and next steps ● What went well?
● What did not go well?
● How do we prevent this issue from happening
again?
Summarize findings Circulate summary to affected clients upon request.
4.9 Support Hours
SpryPoint business hours are from 8:00 a.m. to 4:00 p.m. Eastern Time, Monday through Friday (excluding holidays).
After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. After-hours, on-call support rates will be in accordance with the current Rate Card (Section 3.3).
4.10 Holidays
Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below:
Holiday Date (on or around)
New Year’s Day* January 1
Provincial Holiday Third Monday in February
Good Friday Late March/Early April
Victoria Day Third Monday in May
Canada Day* July 1
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 15 Civic Holiday First Monday in August
Labour Day First Monday in September
National Day of Truth and Reconciliation September 30
Thanksgiving (Canadian) Second Monday in October
Remembrance Day* November 11
Christmas Day* December 25
Boxing Day* December 26
*If a holiday falls on a weekend, it will be observed the following Monday. 5 Service Level Agreements
Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business.
5.1 Service Availability
SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% within a given calendar month.
5.1.1 Exclusions, Exceptions and Limitations
This does not apply to any Service performance issues caused by factors; (i) outside of SpryPoint’s reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Agreement; or (iv) arising from SpryPoint’s suspension and termination of Customer’s right to use Software.
5.2 Service Credits
In the event of a failure by SpryPoint to meet the Service Availability and Issue Resolution Targets as defined in this SLA, as the Client’s sole and exclusive remedy, at Client’s request, SpryPoint will provide Service Credits in accordance with the following:
1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 16
2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application
7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective.
8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client.
6 Periodic Service Reviews
6.1 Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon client request and may be held either monthly or quarterly as agreed by both parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include:
● Discussion and review of open or recently closed tickets ● Discussion and review of recent or forthcoming product releases
6.2 Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties). Either party may request the review. The review will be led by the Manager of Customer Success and shall include:
● Discussion and resolution of any issues that may arise under an SLA ● Service delivery since last review
● Major deviations from service targets
● Negotiate proposed changes to the SLA
● Resolve concerns about service delivery
● Discuss any staffing changes for SpryPoint or Client
The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision:
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 17
6.3 Escalation
In the unlikely event that a customer needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation:
If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the client may escalate first to Shelley MacLeod, Manager of Customer Success and then to any Managing Partner at SpryPoint, however Kyle Strang is the Managing Partner responsible for Customer Success-related escalations.
Contact information for the Customer Success Management Team:
Shelley MacLeod, Manager, Customer Success
[email protected]
Office: 902.510.1770
Mobile: 902.213.0950
Kyle Strang, Managing Partner
[email protected]
Office: 617.939.9016
Mobile: 902.476.7930
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SpryPoint Service Level Agreement
Confidential | Copyright © 2022 SpryPoint Solutions Inc. All Rights Reserved 18 7 Release Management
We provide application releases on a two-week interval.
The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes.
Product Releases:
● Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list.
● Release Notes will be provided before deployment to your production environment. ● Releases are deployed after standard business hours and live in the system the next business day.
● New features and functions are disabled by default when deployed. ● Customer Success is available to assist your team in determining if enabling a new feature is right for your organization.
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Insurance Exhibit
45 Queen Street
Charlottetown,
PE sprypoint.com
C1A 4A4, Canada
My title Emphasized
Subtitle
May 4, 2022
Author
Exhibit D – Insurance Coverage
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Insurance Exhibit
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s RFP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided under this agreement.
Insurance coverage for this agreement will be at a minimum as follows:
1. COMMERCIAL GENERAL LIABILITY INSURANCE
SpryPoint shall maintain Commercial General Liability Insurance covering all operations by or on behalf of SpryPoint on a per occurrence basis against claims for personal injury and property damage. Policy limits are subject to review, but shall in no event be less than, the following:
$3,000,000 Each Occurrence
$6,000,000 General Aggregate
$3,000,000 Personal and Advertising Injury
$2,000,000 Products/Completed Operations Aggregate
$2,000,000 Non-Owned Automobile
Coverage Includes:
(a) Separation of Insureds, Cross Liability
(b) Contractual Liability
(c) Products-completed Operations
(d) Contingent Employer's Liability
2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE
SpryPoint shall maintain Commercial Automobile Liability Insurance covering liability arising out of the operation of any vehicle (including owned, non-owned and hired vehicles).
$2,000,000 Each Occurrence
$2,000,000 Annual Aggregate
3. ERRORS AND OMISSIONS AND CYBER INSURANCE
SpryPoint shall maintain Errors and Omissions and Cyber Insurance covering liability third party claims and losses with respect to network risks (such as data breaches, transmission of virus/malicious code; unauthorized access or criminal use of third party, ID/data theft) and invasion of privacy regardless of the type of media involved in the loss of private information.
$3,000,000 Per Claim
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 2
4. WORKERS’ COMPENSATION
SpryPoint shall maintain Workers Compensation Insurance through the Workers Compensation Board of Prince Edward Island (WCBPEI). The Workers Compensation Board (WCBPEI) is a Provincial Government Organization that is responsible for all Workers Compensation related incidents for employees of companies based on Prince Edward Island. As an employer based in Prince Edward Island, SpryPoint is legally required to maintain Workers Compensation insurance through WCBPEI. If there is a workplace incident related to SpryPoint employees, coverage is provided by the WCBPEI regardless of the location.
SpryPoint will provide Client with a copy of the Workers Compensation Clearance letter issued by WCBPEI which confirms SpryPoint’s coverage and that our account is in good standing.
5. ADDITIONAL INSURANCE RELATED PROVISIONS
6.1 SUBCONTRACTORS. SpryPoint agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by SpryPoint, provide the same minimum insurance coverage required of SpryPoint, except as with respect to limits. SpryPoint agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. SpryPoint agrees that upon request by Client, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Client for review.
6.2 EVIDENCE OF COVERAGE. Prior to commencement of any Services under this Agreement, SpryPoint, and each and every subcontractor shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage as indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Client and as described in this Agreement. SpryPoint shall file with the Client all certificates and endorsements for the required insurance policies for Client’s approval as to adequacy of the insurance protection.
6.3 TERMINATION. All policies shall contain an endorsement providing that written notice be given to the Client at least thirty (30) calendar days prior to termination, cancellation or reduction in coverage policy. Insurance policies shall remain in force until all work has been completed. If a policy does expire during the life of the Contract, a renewal certificate of the required coverage will be sent to the Client not less than ten (10) workdays prior to expiration date. SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s RFP. The policies shall include an endorsement naming Client as an additional insured with respect to the provision of services provided #17..
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RFP Starting Template 2022-07.docx
Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 3 under this agreement. Insurance coverage for this agreement will be at a minimum as follows:
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My title Emphasized
Subtitle
May 4, 2022
Author
Exhibit E – Security Overview
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Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved 1 Table of Contents
1. Overview 2
2. Personnel 2
2.1. Personnel Overview 2
2.2. Security Awareness & Training 2
2.3. End User Devices 3
2.4. Access Control 3
2.5. Physical Security 4
2.6. Monitoring 4
2.7. Control Assessments 4
3. Data Integrity & Privacy 4
3.1. Data 4
3.2. Personally Identifiable Information (PII) 5
3.3. Secure Disposal 5
4. Secure Application & Infrastructure Development 5
4.1. Least Privilege 5
4.2. Peer Code Reviews 5
4.3. Vulnerability Management 5
4.4. Configuration Management 5
4.5. Incident Response Procedures 5
4.6. Contingency Planning 6
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Exhibit E – Security Overview
2 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
1. Overview
This security document (“Exhibit”) details the security policy, procedures, and technologies used to protect client data. This document applies to SpryPoint’s production software-as-a-service (SaaS) offering (“The Service”), client data stored in the service, and work performed by SpryPoint implementing, maintaining, and supporting the service.
SpryPoint has established a comprehensive Written Information Security Program ("WISP") which includes defining, documenting, and supporting the implementation and maintenance of the administrative, technical, and physical safeguards the firm has selected to protect the information it collects, creates, uses, and maintains.
This program uses both technologies and business policies to ● Ensure the confidentiality of client’s data from any unauthorized parties; ● Protect the integrity of data; and
● Maintain availability of the service by using scalable hosting with fault tolerance.
SpryPoint’s security program is based on the NIST SP 800-53 standard and the concepts of Zero Trust. The program may evolve over time as the standard is revised. These evolutions will never degrade the strength of the program.
2. Personnel
2.1. Personnel Overview
2.1.1. All SpryPoint employees are subject to background screening prior to being employed, and employment agreements cover confidentiality, non-disclosure, and other key protections.
2.1.2. SpryPoint has a dedicated information security officer who is responsible for managing and continuously improving SpryPoint’s security posture. The information security officer can be reached at [email protected].
2.2. Security Awareness & Training
2.2.1. Employees receive security awareness training during their onboarding, and SpryPoint employees are subject to mandatory ongoing cybersecurity and phish awareness training on a regular basis. All employees are encouraged to attend security conferences where practicable.
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Exhibit E – Security Overview
3 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
2.2.2. Employees must read and adhere to the Information Security Policies and must re-certify each year.
2.3. End User Devices
Employees agree to the Asset Management Policy with regards to acceptable use. All end user devices provisioned by SpryPoint are hardened and equipped with:
● Mobile Device Management (MDM) software.
● Full Disk Encryption.
● Anti-Malware Software.
● Strong Password policies.
● Secure Password Vault.
2.4. Access Control
2.4.1. To ensure only authenticated users access data they are authorized to access, SpryPoint maintains policies and procedures regarding the following areas:
● Access Control Policy
● Business Continuity and Disaster
Recovery Plan
● Cryptography Policy
● Human Resources Security Policy
● Information Security Policy
● Operations Security Policy
● Risk Management Policy
● Third-Party Management Policy
● Asset Management Policy
● Code of Conduct
● Data Management Policy
● Incident Response Plan
● Information Security
RACI
● Physical Security Policy
● Secure Development
Policy
2.4.2. User accounts on SpryPoint’s Services use role-based security to enable least privilege authorization. Passwords on the service are protected by industry best practices, using industry-standard encryption algorithms. Access to systems can be configured to use Single-Sign-On identity providers such as Azure Active Directory, Okta, or other identity providers. #17..
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Exhibit E – Security Overview
4 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
2.4.3. Where possible, services are whitelisted to specific IP ranges rather than the open internet. SpryPoint staff use VPN services to connect to SpryPoint services where appropriate.
2.4.4. Policies cover data classification and protection of classified and restricted data.
2.5. Physical Security
The SpryPoint office is alarmed with unique codes per employee, and is protected via electronic key cards & fobs. The SpryPoint office does not provide physical access to production systems from inside the office.
2.6. Monitoring
2.6.1. SpryPoint collects application and infrastructure logs to validate service uptime and operational status, to assist with troubleshooting system issues, and to protect and secure our networks and Client Data. Events are maintained for a period of at least one year.
2.6.2. Logs may include login ID, timestamps, login authorization granted or denied, number of denied login attempts, system load data such as CPU% and free memory, data changes within the system, or other relevant information and activity.
2.7. Control Assessments
SpryPoint maintains a documented risk management program that includes an annual risk assessment.
3. Data Integrity & Privacy
3.1. Data
3.1.1. The Service is provided through secure data centers operated by an ISO 27017:2015 certified third party.
3.1.2. Data is encrypted at rest and in transit.
3.1.3. Data backups are performed daily, and tests to restore the data are run regularly
3.1.4. Questions regarding data privacy may be directed to [email protected].
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Exhibit E – Security Overview
5 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
3.2. Personally Identifiable Information (PII)
Confidential PII is compartmentalized and encrypted with unique recordlevel keys and an additional level of encryption.
3.3. Secure Disposal
SpryPoint policies mandate secure disposal or destruction of personal information, whether in paper or electronic form, when it is no longer to be retained in accordance with applicable laws or defined policies.
4. Secure Application & Infrastructure Development
4.1. Least Privilege
Only authorized Personnel with a specific business purpose are allowed access to production and development environments and/or resources.
4.2. Peer Code Reviews
All code changes require a code review before allowing a merge.
4.3. Vulnerability Management
4.3.1. SpryPoint uses automated tools to check for vulnerabilities in the software and any framework dependencies.
4.3.2. Vulnerabilities are triaged and remediation timelines are managed as per a Service Level Agreement.
4.4. Configuration Management
4.4.1. SpryPoint has embraced infrastructure as code to ensure repeatability, and to streamline the application of security patches and updates. Deployment is managed via a CI/CD pipeline.
4.4.2. Infrastructure changes are documented and scheduled and contain approval chains and rollback plans.
4.5. Incident Response Procedures
SpryPoint's incident response policy includes well-defined procedures to be followed in the event of a breach or threat of any application or system associated with the accessing, processing or storage of data. #17..
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Exhibit E – Security Overview
6 Confidential | Copyright © 2022 SpryPoint Services Inc. All Rights Reserved
4.6. Contingency Planning
SpryPoint has a program to test and improve disaster recovery run books and business continuity plans. The security and DevOps teams perform BC/DR testing, conduct simulations, and request feedback to improve the plan.
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Exhibit F
SpryPoint Data Processing Exhibit
This Data Processing Exhibit (“DPE”) forms a part of and is subject to the SpryPoint Master Subscription Agreement (“Agreement”), applicable Pricing Schedule or Statement of Work or other written subscription agreement (together with any attachments issued thereunder, the “Agreement”) between SpryPoint Services Inc. (“SpryPoint”) and the Party identified as the “Client” in the Agreement, where Client is using SpryPoint’s Software and Services. This DPE reflects the Parties’ agreement with regards to the applicable Privacy/Data Protection Laws and governs the data processing related obligations of SpryPoint and Client for any applicable Subscription or Statement of Work involving the processing of Client’s Personal Information. In the event of any inconsistency or conflict between this DPE and the Agreement, the terms and conditions of the DPE shall prevail. In delivering the Software or Services under the Agreement, SpryPoint may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which is the data controller. It is hereby agreed as follows:
Definitions
Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto.
“Covered Data” means (i) Client Data, (ii) Technical Services Data, and (iii) any other electronic data or information submitted by or on behalf of Client to a Covered Service. “Covered Service” means (i) any Service provided that specifically refers to this DPE, and/or, (ii) any Technical Services.
“Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations. “Data Subject” means the person to whom the Personal Data relates. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ or (ii) any Security Breach affecting Personal Data.
“Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. #17..
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“Subprocessor” means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE.
“Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service.
1. Subject and Scope
1.1. Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client and its Affiliates are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described in the Agreement(s).
1.2. Purpose. Client discloses Personal Information/ Personal Data to SpryPoint solely for: (i) a valid business purpose; and (ii) SpryPoint to perform the Services.
1.3. Instructions for Processing. SpryPoint shall Process Personal Data in accordance with Client’s documented instructions. Client instructs SpryPoint to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE.
1.4. Prohibitions. SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client.
1.5. Warranty. Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction.
1.6. Sole Responsibility. Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data.
1.7. Compliance with Laws. SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable to Client or Client’s industry such as those not generally applicable to online service providers. #17..
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Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE.
2. Technical, Organizational Measures and Security
2.1. Security Measures. SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties agree that the security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
2.2. Confidentiality. SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client.
2.3. SOC 2 Compliance. Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type I report which attests to the controls at a service organization. SpryPoint is currently undergoing an audit for SOC 2 Type II Compliance. Upon successful completion, at a minimum, SpryPoint agrees to maintain SOC2 Type 2 compliance. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE.
2.4. Processing Terms. At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client’s documented instructions (b) not Sell (as defined under CCPA) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint.
2.5. Acknowledgement. Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term:
2.5.1. Personal Information/ Personal Data has been and will be collected and Processed by Client in accordance with applicable Privacy/Data Protection Laws; #17..
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2.5.2. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation, by providing Data Subjects with appropriate privacy notices, obtaining any required consent, and ensuring that there is a lawful basis for Contracted Processors to Process Personal Information/ Personal Data.
3. Subprocessors
3.1. Use of Subprocessors. Client hereby agrees and provides a general prior authorization that SpryPoint and SpryPoint Affiliates may engage Subprocessors. SpryPoint or the relevant SpryPoint Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. SpryPoint shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by SpryPoint.
3.2. Notification of New Subprocessors. SpryPoint shall make available to Client a Subprocessor List and provide Client with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, SpryPoint shall provide notice to Client by updating the Subprocessor List.
3.3. Approved SpryPoint’s Sub-Processors
Sub-Processor Country Website Service Provided
Amazon Web
Services
United States aws.amazon.com Cloud
Infrastructure
Freshdesk United States www.freshworks.com Customer Service Heroku United States www.heroku.com Cloud
Infrasturcture
Twilio United States www.twilio.com SMS Delivery
Iservice
Twilio Sendgrid United States www.twilio.com/sendgrid/email-api Email Delivery Service
Solarwinds
Papertrail
United States www.papertrail.com Log Management
Service
Raygun United States www.raygun.com Application
Management
Service
4. Rights of Data Subjects
4.1. Assistance with Data Subject Requests. SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint’s role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”). #17..
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4.2. Handling of Data Subject Requests. For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client.
5. Cooperation
To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will promptly notify Client if its Processing of Personal Information/ Personal Data is likely to result in a high risk to the privacy rights of data subjects or is unable to comply with Client’s instructions for any reason, (iv) and upon reasonable request, will assist Client to carry out data protection impact assessments.
6. SpryPoint Personnel
SpryPoint shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with Client’s instructions as set forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which shall survive the termination of employment.
7. Personal Data Breach
In the event SpryPoint becomes aware of a Personal Data Breach it shall without undue delay notify Client in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Client requires additional information from SpryPoint to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, SpryPoint shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to SpryPoint.
8. Security Program
SpryPoint shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Security Exhibit. If SpryPoint becomes aware of a security incident or has a reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and cooperation to Client so that Client can fulfill any Personal Information/ Personal Data Security Incident reporting obligations it may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth in the Security Exhibit.
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9. Audit
SpryPoint completed SOC2 Type I in 2022. SpryPoint will use external auditors to verify the adequacy of its security measures and controls for the Software and Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA SOC2 standards or such other alternative standards that are substantially equivalent to AICPA SOC2; (ii) be performed by independent third-party security professionals at SpryPoint’s selection and expense; and (iii) result in the generation of a SOC 2 Type II report (“Audit Report”), which will be SpryPoint’s Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed nondisclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Software and Services in existence at the time the Audit Report was issued.
Client agrees that, to the extent applicable, SpryPoint’s then-current SOC 2 audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client. In the event that Client, a regulator, or supervisory authority requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, SpryPoint will (i) make available to Client on request all information necessary to demonstrate compliance with this DPE, and (ii) allow for and contribute to audits, including inspections, by an auditor mandated by Client in relation to the Processing of the Personal Information/ Personal Data by SpryPoint.
10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of this Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant. provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on SpryPoint by Law. Additionally, during the Term of the Agreement, Clients may extract Client Data using SpryPoint’s standard web services. Upon termination of the Covered Service, SpryPoint shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.
11. California Consumer Protection Act. This DPE applies to any consumer, member, visitor, user and any others who are a “resident” of the State of California as defined under Title 18 of the California Code of Regulations Section 17014 and is meant to comply with the California Consumer Protection Act of 2018 (“CCPA”).
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12. General Provisions
12.1. Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
12.2. Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is deleted from SpryPoint’s systems.
12.3. Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations. In all other inconsistencies the Agreement shall prevail.
12.4. Client Affiliate Enforcement. Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions:
12.4.1. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against SpryPoint on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and
12.4.2. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client.
12.5. Remedies. Client’s remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap.
12.6. Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE.
12.7. Data Encryption. It will be the city's determination if any PII (DOB, SSN, Driver's license) is being asked to store for business reasons. If none (California does not usually collect SSN or much PII), there is no PII. Please note, we will NOT hold credit card numbers. If PII is deemed to be important, SpryCIS will configure the type of PII to label, what level of digits to allow visible, and will encrypt the data at the database level and in transit. #17..
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5474758.1
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Software
Navigatio
n
Account
and
Customer
Mgmt
Rates
and Calc
Billing Collectio
ns Mgmt
Service
Orders
Backflow Online
Portal
Reportin
g
Conserva
tion
Technical
Discussi
on
Implemen
tation
Total
Average
for Each
WSC
Member
Mel Toering 3.8 3.9 3.7 3.5 3.7 3.8 3 3.6 4 4 3.2 3.5 3.64 JD Main 3 3 3 3 3 3 3 3 3 3 3 3 3.00
Michael Valdiris 3.5 3.5 4 4 3.5 3.5 2 3.5 3 3 3 4 3.38 Marena Lertch 3.75 3.5 3.75 3.75 3 3 3 4 3 3 4 3 3.40
Elizabeth Gillitzer-Gallardo 4 4 3.5 4 3.75 3 3 3.5 3.5 3.5 3.5 3.5 3.56 TOTAL 3.61 3.58 3.59 3.65 3.39 3.26 2.80 3.52 3.30 3.30 3.34 3.40 3.40 Mel Toering 3.5 3.7 3.5 3.7 3.5 3.5 3.5 3.7 3.9 3.7 3.5 3.5 3.60 JD Main 3 3 3 3 3 4 3 3 3 3 3 3 3.08
Michael Valdiris 3.5 3.5 3 3 3.4 4 4 3.5 3 3.5 3 3 3.37 Marena Lertch 3 3.5 3.5 3.5 3.5 3 3.5 3 3 3.75 3.5 3 3.31 Elizabeth Gillitzer-Gallardo 3.75 4 3 3 3 3.75 3.75 3.5 3.5 3.5 3.5 3 3.44 TOTAL 3.35 3.54 3.20 3.24 3.28 3.65 3.55 3.34 3.28 3.49 3.30 3.10 3.36 Mel Toering 3 3 3.5 3.5 2.8 3 2.5 3.5 2.5 2.5 1.5 2 2.78 JD Main 3 3 3 3 3 3 3 3 3 3 3 3 3.00
Michael Valdiris 2 2 2 2 2 2 2 2 2 2 2 2 2.00
Marena Lertch 3 3 2 3 3 2 2 3 2.5 2 2 3 2.54
Elizabeth Gillitzer-Gallardo 3 2.5 2 2.5 2 2.5 2 2 1.5 2 2 2 2.17 TOTAL 2.80 2.70 2.50 2.80 2.56 2.50 2.30 2.70 2.30 2.30 2.10 2.40 2.50 Mel Toering 2.9 2.8 2.3 2 3.5 2 2.8 2.5 2 2.5 2.4 2.75 2.54 JD Main 3 3 2 2 2 3 3 3 3 3 2 3 2.67
Michael Valdiris 2 2 2 2 2 2 2 2 2 2 2 2 2.00
Marena Lertch 2 2 3 2.75 2 2.5 2 3 3 2 3 3 2.52
Elizabeth Gillitzer-Gallardo 2.5 2.5 2 2 2 2 2 2 2 2 2 2 2.1 TOTAL 2.48 2.46 2.26 2.15 2.30 2.30 2.36 2.50 2.40 2.30 2.28 2.55 2.36
WSC SCORES
Itineris
SpryPoin
t
Tyler
Infor
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Infor Itineris SpryPoint Tyler
Software Licensing (If Applicable) $0 $0 $0 $0
Hardware Cost (If Applicable) $0 $0 $0 $4,075
Implementation Services (including
training, project management, conversion,
interfaces/integrations, etc)
$2,895,108 $2,796,750 $1,225,000 $907,820
Ten /10) Year Recurring Cost (e.g.
Maintenance/Annual Support/SaaS fees)
$1,684,038 $6,188,684 $4,562,624 $3,524,145
Estimated Travel Expenses $117,000 $400,000 $125,000 $133,760 Other Costs $0 $0 $0 $0
System Grand Total (Ten Year Investment) $4,694,830 $9,385,434 $5,912,624 $4,569,800 Year One (1) Recurring Cost (e.g. Year One
(1) Maintenance/Support/ SaaS fees
$150,000 $381,060 $398,000 $343,819
Payment Terms Net 30 Negotiated in contract
phase
Net 30 Please see attachment
Implementation Schedule 16 Months Please refer to our
proposed timeline
submitted as part of our
RFP Response
Same as Included In RFP
Response
Start Date Jan 2021
Warranty Please see Infor’s standard
agreements for applicable
warranties
Please refer to our
proposed language
submitted as part of our
RFP Response
N/A N/A
Best and Final Offers
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
November 14, 2023
Date: October 24, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Scott Conn, Chief Information Officer
SUBJECT: Citibot AI Chatbot for Website and GoModesto Application CONTACT: James Dotson, Information Technology Manager
[email protected], 209-571-5508
DESCRIPTION:
Consider approving an Agreement with Citibot, Inc., for Professional Services and Software Subscription for a total amount not to exceed $116,030 over three (3) years. (Funding Source:
Information Technology Fund)
STRATEGIC PLAN ELEMENT:
The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build community trust in city government through responsive, transparent, and efficient service delivery.
BACKGROUND:
The City of Modesto is in the process of refreshing its external website (www.modestogov.com) and its smart device application (GoModesto). As part of these refresh efforts, staff intends to incorporate a generative artificial intelligence (AI) chatbot that will allow natural language queries to be submitted on the website and within the GoModesto application that will return natural language answers and/or take the individual to the requested webpage containing the data. This offers an alternative way to find and retrieve desired information as opposed to clicking on buttons, drop-down menus, or tabs to find the same information.
On July 11, 2023, Council approved Resolution No. 2023-345 for the award of an agreement for redesigning and rebuilding the GoModesto application to Granicus.
DISCUSSION:
After reviewing multiple generative AI chatbots, including those offered by our website host service, Civic Plus, and the GoModesto application provider, Granicus, staff agreed that the chatbot solution from Citibot was vastly superior at this time to any other available offerings.
Citibot, Inc. is the only company of its kind that has built, offered for sale, sold, and has active customers that connect an artificial intelligence driven conversational chatbot through text #18..
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City Council, November 14, 2023
Citibot AI Chatbot for Website and GoModesto Application