Modesto City Council
November 5, 2024

FISCAL IMPACT:

In August, the approximate yield of the City’s combined investments was 3.65% (see attachment 3) on a weighted average. For the portfolio of securities alone, the yield to maturity on cost was 3.34%. For comparative purposes, the yields (as of August 31, 2024) of other investments commonly used by public agencies are listed below:

Local Agency Investment Fund: 4.58%
1-Year U.S. Treasury Note: 4.45%
2-Year U.S. Treasury Note: 3.96%

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

COMMITTEE RECOMMENDATION:

Because this item is not required to be reviewed by a Council Committee, this item has not been presented to a committee.

CEQA/NEPA REQUIREMENTS:

N/A
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting the Monthly Investment Report for August 2024.

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 36,112,852
Federal Agency 13 19,091,469
Federal Home Loan Mortgage Co. 3 5,529,006
Federal Nat’l Mortgage Assc. 10 13,562,462
Federal Agency CMO 27 81,389,855
U.S. Treasury 54 226,105,677
Commercial Paper 1 11,037,138
Negotiable CD 1 3,583,416
Corporate Note 30 68,367,219
Asset-Backed 20 29,148,835
Municipal 7 3,636,096
Total Invested 154 478,472,557
Sector Allocation
August 31, 2024 versus July 31, 2024
Sector August 31, 2024 July 31, 2024 Change in Allocation Permitted by Policy
U.S. Treasury 47.3% 46.1% 1.2% 100%
Federal Agency 4.0% 4.7% -0.7% 100%
Federal Agency CMO 17.0% 15.1% 1.9% 100%
Commercial Paper 2.3% 2.3% 0.0% 25%
Negotiable CD 0.7% 0.7% 0.0% 30%
Corporate Note 14.3% 13.9% 0.4% 30%
Asset-Backed 6.1% 6.0% 0.1% 20%
Municipal 0.8% 0.7% 0.1% 100%
CAMP 7.5% 10.5% -3.0% 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
Federal Reserve Chair Powell’s remarks at the annual Jackson Hole economic symposium effectively cemented expectations for a rate cut at the September 17-18 policy meeting. Powell said “the time has come for policy to adjust.” Although he did not clarify the size of the cut, he stated that “the timing and pace of rate cuts will depend on incoming data, the evolving outlook, and the balance of risks.” Nonfarm payrolls for August came in at 142,000, which was better than July’s print but still below expectations.

Meanwhile, the unemployment rate ticked back down to 4.2. In the Long-Term portfolio we utilized the proceeds of maturing and sold securities to purchase one 5-year U.S. Treasury note, three 5-year corporate notes, and one 5-year agency CMBS. There was no activity in the Short-Term portfolio. #5..
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Long-Term Portfolio Total Return
August 31, 2024
1 Month Trailing
12 Months
Trailing 36
Months
Trailing 60
Months
Since
Inception5
City of Modesto Investment Portfolio1,2,3 1.17% 6.66% 0.79% 1.43% 2.14% Modesto Performance Benchmark41.00% 6.14% 0.37% 1.05% 1.84% Average Portfolio Yields
August 31, 2024
Past
Month
Past 3
Months
Past
Year
Past 3
Years
Past 5
Years
City of Modesto Investment Portfolio 3.34% 3.39% 3.15% 2.20% 2.12% City of Modesto Short-Term Portfolio 5.10% 5.17% 5.41% - - $67.4
$35.8
$121.3
$60.5
$101.0
$92.5
$-
$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
August 31, 2024

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.

PERFORMANCE
U.S. Treasury yields fell in August as markets reacted to weaker labor market reports and updated messaging regarding the imminency of the Fed’s rate cut cycle. Yields on benchmark 2-, 5-, and 10-year U.S. Treasuries ended the month at 3.92%, 3.70%, and 3.90%, respectively, representing changes of -34, - 21, and -13 basis points for the month, respectively. Investment-grade (IG) corporate bonds posted modestly positive excess returns relative to U.S. Treasuries in August as incremental income helped offset modest spread widening effects on prices. Agency-backed commercial MBS (CMBS) performed well in August despite the spike in volatility. As rates have fallen notably over the past several weeks, the housing market has gained a tailwind. For the month, both the portfolio and its benchmark produced positive returns. The portfolio overperformed the benchmark by 17 basis points. Over the trailing 12-month period, the portfolio continues to produce strong performance and outperform the benchmark by 52 basis points. #5..
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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

0.26%
Fiscal Year-to-Date Income Return

0.50%
Prior 12 Months Income Return

2.62%
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Source: Monthly change in nonfarm payrolls as of August 2024. Data is seasonally adjusted.

Economic Summary
Labor Market Sends Mixed Signals
Source: Bloomberg Finance L.P., as of August 2024. Data is seasonally adjusted.

Apr-20

14.8%
Aug-24

4.2%
0%
2%
4%
6%
8%
10%
12%
14%
16%
2020 2021 2022 2023 2024
Unemployment Rate
243
255
361
258
136
482
287
146
278
303
240
184
210
246
165
182
290
256
236
310
108
216
118
89 142
0 100
200
300
400
500
600
700
800
Aug-22Nov-22
Feb-23
May-23
Aug-23Nov-23
Feb-24
May-24
Aug-24
Thousands
Monthly Change In
Nonfarm Payrolls
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Source: Bloomberg Finance L.P., as of August 2024.

Economic Summary
Consumer Inflation
0%
2%
4%
6%
8%
10%
2020 2021 2022 2023 2024
Consumer Price Index
% Change YoY
-10.4%
-4.0%
-1.2%

0.3%

2.1% 2.5% 3.2%

5.2%

7.9%
-15%
-10%
-5%
0%
5%
10%
Used Cars & Trucks
Energy
New Vehicals
Apparel
Food
CPI YoY
Medical Care Services
Shelter
Transportation Services
Key Consumer Price Index Components
% Change YoY
Source: Bloomberg Finance L.P., as of August 2024.
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Source: ICE BofAML 1-5 year Indices via Bloomberg Finance L.P., MarketAxess and PFMAM as of 08/31/2024. Spreads on ABS are optionadjusted spreads of 0-5 year indices based on weighted average life; spreads on agencies are relative to comparable maturity Treasuries.

Economic Summary
Agency Spreads Remained Narrow While Corporate
and ABS Spreads Widened Modestly

0.0%

0.1%

0.2%

0.3%

0.4%
Aug-23 Nov-23 Feb-24 May-24 Aug-24
Federal Agency Yield Spread

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%
Aug-23 Nov-23 Feb-24 May-24 Aug-24
Corporate Notes A-AAA Yield Spreads

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%
Aug-23 Nov-23 Feb-24 May-24 Aug-24
Asset-Backed Securities AAA Yield Spreads
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U.S. Treasury Yields Decreased Along the Curve
Source: Bloomberg Finance L.P., as of 08/31/2024.

Economic Summary

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
Yield
Maturity
U.S. Treasury Yield Curve
August 31, 2024
July 31, 2024
June 30, 2024
3mo 2yr 5yr 7yr 10yr 20yr 30yr
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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
#5..
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For the Month Ending August 31, 2024
Account Statement
Consolidated Summary Statement
CITY OF MODESTO - Combined Portfolio
Investment Allocation
Investment Type Closing Market Value Percent
Asset-Backed Security 29,148,834.54 6.09
Federal Agency Bond / Note 19,091,468.56 3.99
Corporate Note 58,528,698.32 12.23
Bank Note 9,838,520.97 2.06
Certificate of Deposit 3,583,415.50 0.75
Federal Agency Commercial Mortgage-Backed Security 81,389,855.21 17.01 Commercial Paper 11,037,138.33 2.31
Municipal Bond / Note 3,636,096.22 0.76
U.S. Treasury Bond / Note 226,105,677.28 47.25
CAMP Pool 36,112,852.04 7.55
Total $478,472,556.97 100.00%
Portfolio Summary
and Income
Closing
Portfolio Holdings Market Value
Cash Dividends
PFMAM Managed Account 1,081,369.89 442,359,704.93
CAMP Pool 0.00 36,112,852.04
Total $1,081,369.89 $478,472,556.97
Maturity Distribution (Fixed Income Holdings)
Portfolio Holdings Closing Market Value Percent
47,149,990.37

0.00 11,115,650.49
98,824.30
44,370,424.28
117,084,393.71
56,109,122.70
107,116,609.12
95,427,542.00

0.00 9.86

0.00 2.32

0.02 9.27

24.47 11.73

22.39 19.94

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 $478,472,556.97
882
100.00%
Weighted Average Days to Maturity
Sector Allocation

6.09%
ABS

3.99%
Fed Agy Bond /
Note

12.23%
Corporate Note

2.06%
Bank Note

0.75%
Cert of Deposit

17.01%
Federal Agency
Commercial
Mortgage-Backed
Security

2.31%
Commercial Paper

0.76%
Muni Bond / Note

47.25%
US TSY Bond / Note

7.55%
CAMP Pool
Summary Page 1
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Managed Account Summary Statement For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Total Cash Basis Earnings
Plus Net Realized Gains/Losses
Less Purchased Interest Related to Interest/Coupons
Interest/Dividends/Coupons Received
Earnings Reconciliation (Cash Basis) - Managed Account
Less Beginning Accrued Interest
Less Beginning Amortized Value of Securities
Less Cost of New Purchases
Plus Coupons/Dividends Received
Plus Proceeds of Maturities/Calls/Principal Payments
Plus Proceeds from Sales
Ending Accrued Interest
Ending Amortized Value of Securities
Earnings Reconciliation (Accrual Basis)
$438,176,556.18
(5,778,749.78)
(13,897,042.70)
20,378,251.24

0.00 3,480,689.99
$442,359,704.93
1,208,560.39
(7,553.10)
(119,637.40)
$1,081,369.89
Total
444,048,485.21
2,133,013.65
13,963,987.14
5,778,749.78
1,141,615.95
(20,385,804.34)
(443,141,234.04)
(2,268,520.07)
Total Accrual Basis Earnings $1,270,293.28
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
5,655,000.00
13,963,987.14
1,141,615.95
123,749.78
(20,385,804.34)

0.00 0.00
Cash Balance
Closing Cash Balance $1,392,906.11
CITY OF MODESTO - COMBINED PORTFOLIO Page 1
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Portfolio Summary and Statistics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Account Summary
Description Par Value Market Value Percent
U.S. Treasury Bond / Note 233,900,000.00 226,105,677.28 51.11 Municipal Bond / Note 3,735,000.00 3,636,096.22 0.82
Federal Agency Commercial
Mortgage-Backed Security
80,179,677.87 81,389,855.21 18.40
Federal Agency Bond / Note 19,825,000.00 19,091,468.56 4.32 Corporate Note 58,470,000.00 58,528,698.32 13.23
Commercial Paper 11,065,000.00 11,037,138.33 2.50
Certificate of Deposit 3,500,000.00 3,583,415.50 0.81
Bank Note 9,635,000.00 9,838,520.97 2.22
Asset-Backed Security 28,799,822.21 29,148,834.54 6.59
Managed Account Sub-Total 449,109,500.08 442,359,704.93 100.00% Accrued Interest 2,133,013.65
Total Portfolio 449,109,500.08 444,492,718.58
Unsettled Trades 0.00 0.00
Sector Allocation

6.59%
ABS

2.22%
Bank Note

0.81%
Cert of Deposit

2.50%
Commercial Paper

13.23%
Corporate Note

4.32%
Fed Agy Bond /
Note

18.40%
Federal Agency
Commercial
Mortgage-Backed
Security

0.82%
Muni Bond / Note

51.11%
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

5.04%

10.03%

26.47%

12.68%

24.21%

21.57%

0.00%
Maturity Distribution Characteristics
Yield to Maturity at Cost
Yield to Maturity at Market
Weighted Average Days to Maturity 954

3.64%

4.25%
CITY OF MODESTO - COMBINED PORTFOLIO Page 2
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Managed Account Issuer Summary For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Credit Quality (S&P Ratings)

9.50%
A+

0.79%
A2.50%
A-1

0.83%
AA

75.00%
AA+

0.33%
AA6.33%
AAA

1.61%
NR

3.11%
A
Issuer Summary
Issuer of Holdings Percent
Market Value
Adobe Inc 2,947,214.25 0.67
American Express Co 3,148,249.59 0.71
Apple Inc 5,217,862.00 1.18
BA Credit Card Trust 1,385,464.08 0.31
Bank of America Corp 10,292,614.83 2.33
Bank of New York Mellon Corp 3,292,252.43 0.74
BlackRock Inc 372,968.68 0.08
Bristol-Myers Squibb Co 2,132,769.77 0.48
California State University 595,673.40 0.13
CarMax Inc 82,125.32 0.02
Citigroup Inc 6,770,080.33 1.53
Cooperatieve Rabobank UA 3,583,415.50 0.81
Deere & Co 2,620,952.23 0.59
Discover Card Execution Note Trust 773,405.83 0.17
Eli Lilly & Co 2,956,560.80 0.67
Federal Home Loan Mortgage Corp 83,432,704.10 18.87
Federal National Mortgage Association 17,048,619.67 3.85 Fifth Third Auto Trust 2,450,862.63 0.55
GM Financial Consumer Automobile Receiv 367,946.65 0.08 Home Depot Inc 3,473,007.72 0.79
Honda Auto Receivables Owner Trust 2,240,634.90 0.51
Hyundai Auto Receivables Trust 1,281,773.74 0.29
JPMorgan Chase & Co 12,387,720.38 2.80
Kubota Credit Owner Trust 899,465.15 0.20
LMA AMERICAS LLC 11,037,138.33 2.50
Mastercard Inc 2,492,241.92 0.56
Microsoft Corp 5,860,221.00 1.32
Morgan Stanley 4,100,068.00 0.93
New Jersey Turnpike Authority 482,281.06 0.11
PACCAR Inc 1,158,574.31 0.26
PepsiCo Inc 1,973,655.49 0.45
State Board of Administration Finance C 1,748,907.01 0.40 CITY OF MODESTO - COMBINED PORTFOLIO Page 3
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Managed Account Issuer Summary For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Issuer of Holdings Percent
Market Value
State of California 98,824.30 0.02
State Street Corp 1,902,986.80 0.43
Target Corp 348,388.85 0.08
Toyota Auto Receivables Owner Trust 1,694,096.18 0.38
Toyota Motor Corp 2,892,268.40 0.65
United States Treasury 226,105,677.28 51.12
University of California Board of Regen 710,410.45 0.16 USAA Auto Owner Trust 3,044,040.48 0.69
Walmart Inc 1,217,128.12 0.28
Wells Fargo & Co 5,738,452.97 1.30
Total $442,359,704.93 100.00%
CITY OF MODESTO - COMBINED PORTFOLIO Page 4
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY N/B
DTD 10/31/2022 4.375% 10/31/2024
91282CFQ9 10,535,000.00 AA+ Aaa 02/26/24 02/27/24 10,476,975.20 5.21 155,305.37 10,520,904.91 10,519,977.09

US TREASURY N/B
DTD 05/15/2015 2.125% 05/15/2025
912828XB1 11,015,000.00 AA+ Aaa 05/14/24 05/15/24 10,694,446.29 5.15 69,330.15 10,788,193.32 10,826,885.83

US TREASURY N/B
DTD 07/31/2023 4.750% 07/31/2025
91282CHN4 10,805,000.00 AA+ Aaa 07/30/24 07/31/24 10,799,091.02 4.81 44,629.35 10,799,605.10 10,834,886.63

US TREASURY N/B
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 29.97 4,328,123.23 4,166,907.78

US TREASURY N/B
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 32.01 4,525,956.10 4,450,142.30

US TREASURY N/B
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 1,157.10 1,093,542.88 1,053,164.20

US TREASURY N/B
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 4,786.20 4,529,681.67 4,356,270.10

US TREASURY N/B
DTD 11/02/2020 0.250% 10/31/2025
91282CAT8 5,010,000.00 AA+ Aaa 04/29/21 04/30/21 4,894,339.45 0.77 4,220.38 4,980,118.09 4,783,573.05

US TREASURY N/B
DTD 11/02/2020 0.250% 10/31/2025
91282CAT8 6,930,000.00 AA+ Aaa 10/04/21 10/06/21 6,783,278.91 0.78 5,837.77 6,888,037.37 6,616,798.65

US TREASURY N/B
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 4,049.69 4,214,336.75 4,052,774.50

US TREASURY N/B
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 4,416.55 4,505,219.24 4,419,908.19

US TREASURY N/B
DTD 12/31/2020 0.375% 12/31/2025
91282CBC4 500,000.00 AA+ Aaa 02/02/21 02/04/21 498,613.28 0.43 320.99 499,623.70 475,605.50

US TREASURY N/B
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 0.45 667.66 1,038,924.85 989,259.44

US TREASURY N/B
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 2,397.81 3,710,106.81 3,552,773.09 CITY OF MODESTO - COMBINED PORTFOLIO Page 5
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY N/B
DTD 02/01/2021 0.375% 01/31/2026
91282CBH3 2,400,000.00 AA+ Aaa 07/02/21 07/07/21 2,353,875.00 0.80 782.61 2,385,712.03 2,276,906.40

US TREASURY N/B
DTD 02/01/2021 0.375% 01/31/2026
91282CBH3 5,000,000.00 AA+ Aaa 02/17/22 02/18/22 4,719,531.25 1.85 1,630.43 4,899,513.28 4,743,555.00

US TREASURY N/B
DTD 02/01/2021 0.375% 01/31/2026
91282CBH3 5,775,000.00 AA+ Aaa 01/04/22 01/06/22 5,570,167.97 1.27 1,883.15 5,703,736.10 5,478,806.03

US TREASURY N/B
DTD 02/01/2021 0.375% 01/31/2026
91282CBH3 7,980,000.00 AA+ Aaa 05/03/22 05/04/22 7,256,812.50 2.95 2,602.17 7,706,690.10 7,570,713.78

US TREASURY N/B
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 0.70 221.69 3,294,476.87 3,135,768.75

US TREASURY N/B
DTD 03/01/2021 0.500% 02/28/2026
91282CBQ3 4,645,000.00 AA+ Aaa 04/06/22 04/07/22 4,259,973.05 2.76 64.16 4,497,537.11 4,404,402.94

US TREASURY N/B
DTD 03/01/2021 0.500% 02/28/2026
91282CBQ3 6,000,000.00 AA+ Aaa 12/03/21 12/07/21 5,838,281.25 1.15 82.87 5,942,916.63 5,689,218.00

US TREASURY N/B
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 7,826.23 2,479,664.66 2,355,127.04

US TREASURY N/B
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 15,542.01 4,915,930.16 4,677,016.40

US TREASURY N/B
DTD 06/01/2021 0.750% 05/31/2026
91282CCF6 1,405,000.00 AA+ Aaa 06/23/21 06/25/21 1,396,987.11 0.87 2,677.56 1,402,165.90 1,328,438.74

US TREASURY N/B
DTD 06/01/2021 0.750% 05/31/2026
91282CCF6 4,615,000.00 AA+ Aaa 04/06/22 04/07/22 4,253,551.76 2.76 8,794.98 4,463,024.73 4,363,519.42

US TREASURY N/B
DTD 06/01/2021 0.750% 05/31/2026
91282CCF6 4,800,000.00 AA+ Aaa 06/06/22 06/08/22 4,399,125.00 2.99 9,147.54 4,624,255.08 4,538,438.40

US TREASURY N/B
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 96.13 4,466,757.60 4,358,880.96

US TREASURY N/B
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 15,868.10 4,151,615.58 4,052,408.54 CITY OF MODESTO - COMBINED PORTFOLIO Page 6
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY N/B
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 26,924.18 4,451,101.99 4,364,977.10

US TREASURY N/B
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 9,583.29 9,093,001.29 8,874,969.16

US TREASURY N/B
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 9,572.40 877,269.28 880,922.77

US TREASURY N/B
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 10,917.39 6,093,340.95 5,939,833.68

US TREASURY N/B
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 4,746.40 5,184,091.56 5,057,428.15

US TREASURY N/B
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 1,247.28 1,165,828.59 1,148,484.00

US TREASURY N/B
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 3,102.62 2,892,399.87 2,856,853.95

US TREASURY N/B
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 93,378.28 5,357,986.60 5,434,009.82

US TREASURY N/B
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 37,737.02 2,739,389.02 2,741,088.44

US TREASURY N/B
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 43,922.28 3,205,043.26 3,190,364.44

US TREASURY N/B
DTD 11/02/2020 0.500% 10/31/2027
91282CAU5 8,775,000.00 AA+ Aaa 01/04/23 01/06/23 7,472,803.71 3.91 14,783.97 7,919,947.86 7,921,833.08

US TREASURY N/B
DTD 01/03/2023 3.875% 12/31/2027
91282CGC9 4,250,000.00 AA+ Aaa 06/01/23 06/05/23 4,266,933.59 3.78 28,193.78 4,262,330.09 4,263,612.75

US TREASURY N/B
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 6,756.52 2,218,741.85 2,199,968.94

US TREASURY N/B
DTD 02/01/2021 0.750% 01/31/2028
91282CBJ9 3,450,000.00 AA+ Aaa 01/31/23 01/31/23 2,994,761.72 3.66 2,250.00 3,139,111.65 3,118,206.60 CITY OF MODESTO - COMBINED PORTFOLIO Page 7
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
U.S. Treasury Bond / Note

US TREASURY N/B
DTD 02/28/2023 4.000% 02/29/2028
91282CGP0 1,120,000.00 AA+ Aaa 03/03/23 03/06/23 1,105,343.75 4.29 123.76 1,109,730.16 1,128,181.60

US TREASURY N/B
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 4.25 312.15 2,803,027.67 2,845,636.63

US TREASURY N/B
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 13,438.18 2,368,160.55 2,340,420.88

US TREASURY N/B
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 40,801.06 2,672,945.72 2,662,983.90

US TREASURY N/B
DTD 05/01/2023 3.500% 04/30/2028
91282CHA2 2,810,000.00 AA+ Aaa 05/01/23 05/01/23 2,796,937.89 3.60 33,139.67 2,800,435.90 2,784,645.37

US TREASURY N/B
DTD 05/01/2023 3.500% 04/30/2028
91282CHA2 6,530,000.00 AA+ Aaa 05/03/23 05/04/23 6,559,844.14 3.40 77,011.41 6,551,887.88 6,471,079.81

US TREASURY N/B
DTD 04/01/2024 4.125% 03/31/2029
91282CKG5 3,450,000.00 AA+ Aaa 04/09/24 04/11/24 3,411,861.33 4.37 59,880.12 3,414,576.92 3,504,309.90

US TREASURY N/B
DTD 04/30/2024 4.625% 04/30/2029
91282CKP5 5,190,000.00 AA+ Aaa 05/02/24 05/03/24 5,201,961.33 4.57 80,882.20 5,201,259.22 5,383,612.95

US TREASURY N/B
DTD 05/31/2024 4.500% 05/31/2029
91282CKT7 1,430,000.00 AA+ Aaa 06/06/24 06/07/24 1,442,959.38 4.30 16,351.23 1,442,407.90 1,477,201.44

US TREASURY N/B
DTD 05/31/2024 4.500% 05/31/2029
91282CKT7 4,190,000.00 AA+ Aaa 06/05/24 06/06/24 4,224,698.44 4.31 47,910.25 4,223,206.36 4,328,303.52

US TREASURY N/B
DTD 07/01/2024 4.250% 06/30/2029
91282CKX8 2,920,000.00 AA+ Aaa 07/01/24 07/02/24 2,896,959.38 4.43 21,245.38 2,897,655.12 2,984,788.96

US TREASURY N/B
DTD 07/31/2024 4.000% 07/31/2029
91282CLC3 2,105,000.00 AA+ Aaa 08/01/24 08/02/24 2,119,636.33 3.85 7,321.74 2,119,422.77 2,129,832.69 Security Type Sub-Total 233,900,000.00 225,147,471.75 3.00 1,055,933.19 229,560,669.88 226,105,677.28 Municipal Bond / Note

CA ST UNIV-D
DTD 09/17/2020 0.685% 11/01/2024
13077DMK5 600,000.00 AA- Aa2 08/27/20 09/17/20 600,000.00 0.68 1,370.00 600,000.00 595,673.40 CITY OF MODESTO - COMBINED PORTFOLIO Page 8
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Municipal Bond / Note

CALIFORNIA ST DEPT OF
DTD 08/06/2020 0.560% 12/01/2024
13067WRB0 100,000.00 AAA Aa1 07/30/20 08/06/20 100,000.00 0.56 140.00 100,000.00 98,824.30

UNIV OF CALIFORNIA-BG (CALLABLE)
DTD 07/16/2020 0.883% 05/15/2025
91412HGE7 220,000.00 AA Aa2 07/14/20 07/16/20 220,796.40 0.81 571.99 220,116.32 214,096.30

UNIV OF CALIFORNIA-BG (CALLABLE)
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 1,325.97 510,000.00 496,314.15

FLORIDA ST BRD OF ADM
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 1,058.82 505,620.93 490,665.58

FLORIDA ST BRD OF ADM
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 2,715.18 1,295,000.00 1,258,241.43

NJ TPK AUTH -B-TXBL
DTD 02/04/2021 1.047% 01/01/2026
646140DP5 505,000.00 AA- A1 01/22/21 02/04/21 505,000.00 1.05 881.23 505,000.00 482,281.06 Security Type Sub-Total 3,735,000.00 3,739,366.75 1.02 8,063.19 3,735,737.25 3,636,096.22 Federal Agency Commercial Mortgage-Backed Security
FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
3137BTUM1 2,432,734.22 AA+ Aaa 05/19/23 05/24/23 2,357,851.62 4.29 6,785.30 2,384,989.88 2,382,797.49 FHMS K064 A2
DTD 05/01/2017 3.224% 03/01/2027
3137BXQY1 4,000,000.00 AA+ Aaa 08/16/23 08/18/23 3,773,125.00 4.94 10,746.67 3,838,371.24 3,906,264.00 FHMS K065 A2
DTD 07/01/2017 3.243% 04/01/2027
3137F1G44 2,275,000.00 AA+ Aaa 08/16/23 08/18/23 2,144,987.30 4.93 6,148.19 2,181,531.94 2,220,263.50 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
3137F2LJ3 3,530,000.00 AA+ Aaa 08/17/23 08/22/23 3,301,101.56 4.97 9,169.18 3,362,174.24 3,432,190.76 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
3137HAMR4 3,577,391.70 AA+ Aaa 09/20/23 09/28/23 3,521,251.68 5.19 14,309.57 3,530,768.95 3,625,947.64 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
3137HAMG8 1,882,729.58 AA+ Aaa 09/07/23 09/14/23 1,854,573.35 5.01 7,295.58 1,859,805.65 1,905,158.54 CITY OF MODESTO - COMBINED PORTFOLIO Page 9
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Federal Agency Commercial Mortgage-Backed Security
FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
3137HAD45 2,794,070.42 AA+ Aaa 07/19/23 07/27/23 2,794,000.57 4.78 11,122.73 2,794,016.13 2,822,868.90 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 3,527,060.45 3,565,632.00 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 3,453,563.18 3,486,157.50 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
3137HAMN3 2,122,751.95 AA+ Aaa 09/19/23 09/28/23 2,122,741.33 5.27 9,325.96 2,122,744.31 2,173,802.01 FHMS K506 A2
DTD 09/01/2023 4.650% 08/01/2028
3137HAMH6 3,800,000.00 AA+ Aaa 09/07/23 09/14/23 3,743,786.60 4.99 14,725.00 3,753,648.61 3,850,281.60 FHMS K508 A2
DTD 10/01/2023 4.740% 08/01/2028
3137HAQ74 3,850,000.00 AA+ Aaa 10/11/23 10/19/23 3,765,546.40 5.25 15,207.50 3,779,064.09 3,912,466.25 FHMS K509 A2
DTD 10/01/2023 4.850% 09/01/2028
3137HAST4 2,890,000.00 AA+ Aaa 10/25/23 10/31/23 2,797,858.13 5.60 11,680.42 2,810,581.06 2,955,276.43 FHMS K507 A2
DTD 09/01/2023 4.800% 09/01/2028
3137HAMS2 3,800,000.00 AA+ Aaa 09/20/23 09/28/23 3,754,578.60 5.07 15,200.00 3,761,561.24 3,872,063.20 FHMS K510 A2
DTD 11/01/2023 5.069% 10/01/2028
3137HB3D4 1,465,000.00 AA+ Aaa 11/14/23 11/21/23 1,460,764.69 5.14 6,188.40 1,461,363.59 1,508,047.56 FHMS K511 A2
DTD 12/01/2023 4.860% 10/01/2028
3137HB3G7 2,125,000.00 AA+ Aaa 11/28/23 12/07/23 2,118,894.88 4.93 8,606.25 2,119,718.72 2,169,440.13 FHMS K512 A2
DTD 12/01/2023 5.000% 11/01/2028
3137HBCF9 1,935,000.00 AA+ Aaa 12/11/23 12/21/23 1,953,069.03 4.79 8,062.50 1,950,783.93 1,986,550.34 FHMS K513 A2
DTD 01/01/2024 4.724% 12/01/2028
3137HBFY5 2,190,000.00 AA+ Aaa 01/10/24 01/18/24 2,211,875.91 4.50 8,621.30 2,209,401.74 2,226,756.96 FHMS K514 A2
DTD 02/01/2024 4.572% 12/01/2028
3137HBLV4 2,220,000.00 AA+ Aaa 02/01/24 02/08/24 2,242,197.78 4.34 8,458.20 2,239,880.88 2,243,884.98 FHMS K518 A2
DTD 03/01/2024 5.400% 01/01/2029
3137HC2L5 2,715,000.00 AA+ Aaa 03/19/24 03/28/24 2,780,553.68 4.83 12,217.50 2,776,331.65 2,831,166.71 CITY OF MODESTO - COMBINED PORTFOLIO Page 10
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Federal Agency Commercial Mortgage-Backed Security
FHMS K517 A2
DTD 03/01/2024 5.355% 01/01/2029
3137HC2C5 3,355,000.00 AA+ Aaa 03/05/24 03/14/24 3,455,603.03 4.67 14,971.69 3,447,006.25 3,493,219.29 FHMS K515 A2
DTD 02/01/2024 5.400% 01/01/2029
3137HBPD0 3,750,000.00 AA+ Aaa 02/14/24 02/22/24 3,851,025.00 4.79 16,875.00 3,841,395.13 3,906,206.25 FHMS K516 A2
DTD 03/01/2024 5.477% 01/01/2029
3137HBPM0 3,750,000.00 AA+ Aaa 02/29/24 03/07/24 3,862,488.75 4.79 17,115.63 3,852,537.08 3,919,421.25 FHMS K520 A2
DTD 04/01/2024 5.180% 03/01/2029
3137HCKV3 2,125,000.00 AA+ Aaa 04/23/24 04/30/24 2,133,625.38 5.09 9,172.92 2,133,229.31 2,203,939.50 FHMS K524 A2
DTD 07/01/2024 4.720% 05/01/2029
3137HDV56 3,245,000.00 AA+ Aaa 07/16/24 07/25/24 3,264,927.54 4.58 12,763.67 3,264,873.63 3,306,349.97 FHMS K522 A2
DTD 06/01/2024 4.803% 05/01/2029
3137HDJJ0 3,850,000.00 AA+ Aaa 06/05/24 06/13/24 3,849,988.45 4.80 15,409.63 3,850,000.00 3,933,109.95 FHMS K526 A2
DTD 08/01/2024 4.543% 07/01/2029
3137HDXL9 3,500,000.00 AA+ Aaa 08/07/24 08/15/24 3,532,739.00 4.33 13,250.42 3,532,479.38 3,550,592.50 Security Type Sub-Total 80,179,677.87 79,624,777.32 4.85 309,705.46 79,838,882.26 81,389,855.21 Federal Agency Bond / Note

FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 175,000.00 AA+ Aaa 06/17/20 06/19/20 174,637.75 0.54 179.86 174,942.38 169,547.35

FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
3135G04Z3 200,000.00 AA+ Aaa 09/17/20 09/18/20 200,712.00 0.42 205.56 200,119.15 193,768.40

FANNIE MAE
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 1,104.86 1,075,852.21 1,041,505.15

FANNIE MAE
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 1,223.06 1,191,289.55 1,152,921.98

FANNIE MAE
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 3,926.11 3,822,757.13 3,700,976.44

FREDDIE MAC
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 0.48 925.00 2,218,032.37 2,141,678.40 CITY OF MODESTO - COMBINED PORTFOLIO Page 11
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Federal Agency Bond / Note

FANNIE MAE
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 28.13 449,487.90 432,841.95

FANNIE MAE
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 34.38 549,653.79 529,029.05

FANNIE MAE
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 0.47 147.50 2,357,825.44 2,270,015.56

FREDDIE MAC
DTD 09/25/2020 0.375% 09/23/2025
3137EAEX3 130,000.00 AA+ Aaa 09/29/20 09/30/20 129,829.70 0.40 213.96 129,963.72 124,745.79

FREDDIE MAC
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 5,595.83 3,397,825.70 3,262,582.20

FANNIE MAE
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 3,230.00 2,039,814.79 1,952,194.32

FANNIE MAE
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 3,507.08 2,213,118.08 2,119,661.97 Security Type Sub-Total 19,825,000.00 19,808,486.10 0.46 20,321.33 19,820,682.21 19,091,468.56 Corporate Note

BRISTOL-MYERS SQUIBB CO (CALLABLE)
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 5,017.50 2,224,768.06 2,132,769.77

BANK OF NY MELLON CORP (CALLABLE)
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 2,382.19 3,465,235.02 3,292,252.43

BANK OF AMERICA CORP (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 28,362.15 2,025,000.00 2,002,846.50

MICROSOFT CORP (CALLABLE)
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 4,600.00 3,014,413.94 2,906,913.00

BANK OF AMERICA NA (CALLABLE)
DTD 08/18/2023 5.526% 08/18/2026
06428CAA2 3,750,000.00 A+ Aa1 08/15/23 08/18/23 3,749,700.00 5.53 7,483.13 3,749,803.61 3,835,072.50 CITY OF MODESTO - COMBINED PORTFOLIO Page 12
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Corporate Note

MASTERCARD INC (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 20,977.78 2,488,516.22 2,492,241.92

JP MORGAN CHASE BANK NA (CALLABLE)
DTD 12/08/2023 5.110% 12/08/2026
48125LRU8 850,000.00 A+ Aa2 06/03/24 06/04/24 849,226.50 5.15 10,014.18 849,298.91 864,535.00

JP MORGAN CHASE BANK NA (CALLABLE)
DTD 12/08/2023 5.110% 12/08/2026
48125LRU8 3,500,000.00 A+ Aa2 12/05/23 12/08/23 3,500,000.00 5.11 41,234.86 3,500,000.00 3,559,850.00

TARGET CORP (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 1.99 909.46 364,704.13 348,388.85

MICROSOFT CORP (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 6,875.00 2,949,596.48 2,953,308.00

HOME DEPOT INC (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 46,889.89 3,475,788.27 3,473,007.72

JPMORGAN CHASE & CO (CALLABLE)
DTD 02/24/2022 2.947% 02/24/2028
46647PCW4 1,535,000.00 A- A1 09/14/23 09/18/23 1,403,557.95 5.13 879.60 1,431,806.46 1,478,112.90

WALMART INC (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 17,974.67 1,217,992.27 1,217,128.12

APPLE INC (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 64,133.33 5,212,075.83 5,217,862.00

JOHN DEERE CAPITAL CORP
DTD 07/14/2023 4.950% 07/14/2028
24422EXB0 495,000.00 A A1 07/13/23 07/14/23 501,732.00 4.64 3,198.94 500,209.82 507,777.44

JOHN DEERE CAPITAL CORP
DTD 07/14/2023 4.950% 07/14/2028
24422EXB0 895,000.00 A A1 07/14/23 07/18/23 903,690.45 4.73 5,783.94 901,740.42 918,102.64

JOHN DEERE CAPITAL CORP
DTD 07/14/2023 4.950% 07/14/2028
24422EXB0 1,165,000.00 A A1 07/11/23 07/14/23 1,163,264.15 4.98 7,528.81 1,163,656.64 1,195,072.15

PACCAR FINANCIAL CORP
DTD 08/10/2023 4.950% 08/10/2028
69371RS64 1,130,000.00 A+ A1 08/17/23 08/21/23 1,122,914.90 5.09 3,262.88 1,124,380.24 1,158,574.31

TOYOTA MOTOR CREDIT CORP
DTD 09/11/2023 5.250% 09/11/2028
89236TLB9 2,800,000.00 A+ A1 09/06/23 09/11/23 2,795,128.00 5.29 69,416.67 2,795,984.84 2,892,268.40 CITY OF MODESTO - COMBINED PORTFOLIO Page 13
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Corporate Note

CITIBANK NA (CALLABLE)
DTD 09/29/2023 5.803% 09/29/2028
17325FBB3 5,650,000.00 A+ Aa3 09/26/23 09/29/23 5,650,000.00 5.80 138,433.79 5,650,000.00 5,929,228.65

STATE STREET CORP (CALLABLE)
DTD 08/20/2024 4.530% 02/20/2029
857477CN1 1,900,000.00 A A1 08/14/24 08/20/24 1,900,000.00 4.53 2,629.92 1,900,000.00 1,902,986.80

BLACKROCK FUNDING INC (CALLABLE)
DTD 03/14/2024 4.700% 03/14/2029
09290DAA9 365,000.00 AA- Aa3 03/05/24 03/14/24 364,339.35 4.74 7,958.01 364,395.64 372,968.68

ADOBE INC (CALLABLE)
DTD 04/04/2024 4.800% 04/04/2029
00724PAF6 1,295,000.00 A+ A1 04/03/24 04/05/24 1,296,709.40 4.77 25,382.00 1,296,585.35 1,327,527.81

ADOBE INC (CALLABLE)
DTD 04/04/2024 4.800% 04/04/2029
00724PAF6 1,580,000.00 A+ A1 04/01/24 04/04/24 1,577,645.80 4.83 30,968.00 1,577,818.27 1,619,686.44

PEPSICO INC (CALLABLE)
DTD 07/17/2024 4.500% 07/17/2029
713448FX1 1,935,000.00 A+ A1 07/15/24 07/17/24 1,932,000.75 4.53 10,642.50 1,932,074.93 1,973,655.49

ELI LILLY & CO (CALLABLE)
DTD 08/14/2024 4.200% 08/14/2029
532457CQ9 660,000.00 A+ A1 08/12/24 08/14/24 658,554.60 4.25 1,309.00 658,569.31 661,467.84

ELI LILLY & CO (CALLABLE)
DTD 08/14/2024 4.200% 08/14/2029
532457CQ9 2,290,000.00 A+ A1 08/13/24 08/14/24 2,293,343.40 4.17 4,541.83 2,293,319.77 2,295,092.96 Security Type Sub-Total 58,470,000.00 57,948,659.85 4.21 568,790.03 58,127,734.43 58,528,698.32 Commercial Paper

LMA AMERICAS LLC
DTD 03/07/2024 0.000% 09/16/2024
53944QJG6 11,065,000.00 A-1 P-1 03/08/24 03/08/24 10,755,770.13 5.24 0.00 11,040,841.42 11,037,138.33 Security Type Sub-Total 11,065,000.00 10,755,770.13 5.24 0.00 11,040,841.42 11,037,138.33 Certificate of Deposit

COOPERAT RABOBANK UA/NY
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 21,731.11 3,500,000.00 3,583,415.50 Security Type Sub-Total 3,500,000.00 3,500,000.00 5.08 21,731.11 3,500,000.00 3,583,415.50 CITY OF MODESTO - COMBINED PORTFOLIO Page 14
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Bank Note

WELLS FARGO BANK NA (CALLABLE)
DTD 08/09/2023 5.450% 08/07/2026
94988J6D4 5,635,000.00 A+ Aa2 08/15/23 08/17/23 5,621,645.05 5.54 20,473.83 5,626,313.04 5,738,452.97

MORGAN STANLEY BANK NA (CALLABLE)
DTD 05/30/2024 5.504% 05/26/2028
61690U8B9 1,360,000.00 A+ Aa3 05/28/24 05/30/24 1,360,000.00 5.50 18,921.53 1,360,000.00 1,394,023.12

MORGAN STANLEY BANK NA (CALLABLE)
DTD 05/30/2024 5.504% 05/26/2028
61690U8B9 2,640,000.00 A+ Aa3 05/30/24 05/31/24 2,645,570.40 5.45 36,730.03 2,644,777.07 2,706,044.88 Security Type Sub-Total 9,635,000.00 9,627,215.45 5.51 76,125.39 9,631,090.11 9,838,520.97 Asset-Backed Security
CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
14316NAC3 6,668.60 NR NR 01/20/21 01/27/21 6,667.28 0.34 1.01 6,668.26 6,654.22 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
89239BAC5 220,565.34 AAA Aaa 09/21/21 09/27/21 220,547.75 0.43 42.15 220,559.73 218,089.71 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
14314QAC8 75,935.29 AAA NR 04/13/21 04/21/21 75,918.93 0.52 17.55 75,930.33 75,471.10 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
44935FAD6 131,652.97 AAA NR 11/09/21 11/17/21 131,623.59 0.75 43.30 131,641.82 130,072.09 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 0.58 199.78 774,931.88 773,405.83 CCCIT 2023-A1 A1
DTD 12/11/2023 5.230% 12/08/2027
17305EGW9 835,000.00 AAA Aaa 12/04/23 12/11/23 834,895.29 5.23 10,068.48 834,913.25 840,851.68 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 2,088.53 889,830.28 899,465.15 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 3,600.64 1,464,957.73 1,479,962.05 HAROT 2023-3 A3
DTD 08/22/2023 5.410% 02/18/2028
43815QAC1 2,220,000.00 AAA NR 08/15/23 08/22/23 2,219,542.24 5.42 4,337.02 2,219,646.76 2,240,634.90 TAOT 2023-C A3
DTD 08/15/2023 5.160% 04/17/2028
89231FAD2 690,000.00 AAA NR 08/08/23 08/15/23 689,843.92 5.17 1,582.40 689,878.81 695,500.68 CITY OF MODESTO - COMBINED PORTFOLIO Page 15
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Managed Account Detail of Securities Held For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Asset-Backed Security
USAOT 2023-A A3
DTD 09/15/2023 5.580% 05/15/2028
90291VAC4 3,015,000.00 AAA Aaa 09/07/23 09/15/23 3,014,472.38 5.58 7,477.20 3,014,577.02 3,044,040.48 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 2,925,000.00 NR Aaa 11/15/23 11/21/23 2,924,947.06 5.76 7,462.00 2,922,585.96 2,974,733.78 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 765,000.00 AAA NR 11/07/23 11/14/23 764,917.53 5.54 1,883.60 764,932.21 780,505.79 FITAT 2023-1 A3
DTD 08/23/2023 5.530% 08/15/2028
31680EAD3 2,425,000.00 AAA Aaa 08/15/23 08/23/23 2,424,849.65 5.53 5,960.11 2,424,880.53 2,450,862.63 CHAIT 2023-A1 A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 3,020,000.00 AAA NR 09/07/23 09/15/23 3,019,162.86 5.17 6,925.87 3,019,307.78 3,070,455.14 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 3,090,000.00 AAA NR 09/12/23 09/19/23 3,089,861.88 5.24 7,182.53 3,088,406.06 3,148,249.59 HART 2023-C A3
DTD 11/13/2023 5.540% 10/16/2028
44918CAD4 1,130,000.00 AAA NR 11/03/23 11/13/23 1,129,851.41 5.54 2,782.31 1,129,875.25 1,151,701.65 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 1,365,000.00 NR Aaa 12/07/23 12/14/23 1,364,816.68 4.98 3,021.20 1,364,844.92 1,385,464.08 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 365,000.00 NR Aaa 01/09/24 01/17/24 364,926.60 4.85 737.60 364,935.00 367,946.65 CHAIT 2024-A1 A
DTD 01/31/2024 4.600% 01/16/2029
161571HV9 3,390,000.00 AAA NR 01/24/24 01/31/24 3,389,483.70 4.60 6,930.67 3,389,544.07 3,414,767.34 Security Type Sub-Total 28,799,822.21 28,795,882.49 5.11 72,343.95 28,792,847.65 29,148,834.54 Managed Account Sub-Total 449,109,500.08 438,947,629.84 3.64 2,133,013.65 444,048,485.21 442,359,704.93 $449,109,500.08 $438,947,629.84 3.64% $2,133,013.65 $444,048,485.21 $442,359,704.93 $444,492,718.58
$2,133,013.65
Total Investments
Accrued Interest
Securities Sub-Total
CITY OF MODESTO - COMBINED PORTFOLIO Page 16
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY N/B 91282CFQ9 10,535,000.00 Nomura 99.86 10,519,977.09 43,001.89 (927.82) DTD 10/31/2022 4.375% 10/31/2024

0.16 5.23
US TREASURY N/B 912828XB1 11,015,000.00 MorganSt 98.29 10,826,885.83 132,439.54 38,692.51 DTD 05/15/2015 2.125% 05/15/2025

0.68 5.02
US TREASURY N/B 91282CHN4 10,805,000.00 WellsFar 100.28 10,834,886.63 35,795.61 35,281.53 DTD 07/31/2023 4.750% 07/31/2025

0.88 4.43
US TREASURY N/B 91282CAJ0 4,340,000.00 WellsFar 96.01 4,166,907.78 (124,606.28) (161,215.45) DTD 08/31/2020 0.250% 08/31/2025

0.97 4.38
US TREASURY N/B 91282CAJ0 4,635,000.00 BNPPSA 96.01 4,450,142.30 187,209.68 (75,813.80) DTD 08/31/2020 0.250% 08/31/2025

0.97 4.38
US TREASURY N/B 91282CAM3 1,100,000.00 BNPPSA 95.74 1,053,164.20 (22,859.24) (40,378.68) DTD 09/30/2020 0.250% 09/30/2025

1.05 4.33
US TREASURY N/B 91282CAM3 4,550,000.00 HSBC 95.74 4,356,270.10 (117,304.12) (173,411.57) DTD 09/30/2020 0.250% 09/30/2025

1.05 4.33
US TREASURY N/B 91282CAT8 5,010,000.00 HSBC 95.48 4,783,573.05 (110,766.40) (196,545.04) DTD 11/02/2020 0.250% 10/31/2025

1.14 4.27
US TREASURY N/B 91282CAT8 6,930,000.00 TD Secur 95.48 6,616,798.65 (166,480.26) (271,238.72) DTD 11/02/2020 0.250% 10/31/2025

1.14 4.27
US TREASURY N/B 91282CAZ4 4,250,000.00 WellsFar 95.36 4,052,774.50 (80,516.52) (161,562.25) DTD 11/30/2020 0.375% 11/30/2025

1.21 4.24
US TREASURY N/B 91282CAZ4 4,635,000.00 WellsFar 95.36 4,419,908.19 165,123.03 (85,311.05) DTD 11/30/2020 0.375% 11/30/2025

1.21 4.24
US TREASURY N/B 91282CBC4 500,000.00 HSBC 95.12 475,605.50 (23,007.78) (24,018.20) DTD 12/31/2020 0.375% 12/31/2025

1.30 4.19
US TREASURY N/B 91282CBC4 1,040,000.00 Citigrou 95.12 989,259.44 (46,718.69) (49,665.41) DTD 12/31/2020 0.375% 12/31/2025

1.30 4.19
US TREASURY N/B 91282CBC4 3,735,000.00 JPMorgan 95.12 3,552,773.09 (93,666.56) (157,333.72) DTD 12/31/2020 0.375% 12/31/2025

1.30 4.19
US TREASURY N/B 91282CBH3 2,400,000.00 BNPPSA 94.87 2,276,906.40 (76,968.60) (108,805.63) DTD 02/01/2021 0.375% 01/31/2026

1.38 4.15
US TREASURY N/B 91282CBH3 5,000,000.00 Nomura 94.87 4,743,555.00 24,023.75 (155,958.28) DTD 02/01/2021 0.375% 01/31/2026

1.38 4.15
US TREASURY N/B 91282CBH3 5,775,000.00 MorganSt 94.87 5,478,806.03 (91,361.94) (224,930.07) DTD 02/01/2021 0.375% 01/31/2026

1.38 4.15
CITY OF MODESTO - COMBINED PORTFOLIO Page 17
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY N/B 91282CBH3 7,980,000.00 JPMorgan 94.87 7,570,713.78 313,901.28 (135,976.32) DTD 02/01/2021 0.375% 01/31/2026

1.38 4.15
US TREASURY N/B 9128286F2 3,210,000.00 GoldmanS 97.69 3,135,768.75 (357,112.50) (158,708.12) DTD 02/28/2019 2.500% 02/28/2026

1.44 4.11
US TREASURY N/B 91282CBQ3 4,645,000.00 Nomura 94.82 4,404,402.94 144,429.89 (93,134.17) DTD 03/01/2021 0.500% 02/28/2026

1.46 4.10
US TREASURY N/B 91282CBQ3 6,000,000.00 WellsFar 94.82 5,689,218.00 (149,063.25) (253,698.63) DTD 03/01/2021 0.500% 02/28/2026

1.46 4.10
US TREASURY N/B 91282CBT7 2,480,000.00 WellsFar 94.96 2,355,127.04 (123,904.21) (124,537.62) DTD 03/31/2021 0.750% 03/31/2026

1.53 4.07
US TREASURY N/B 91282CBT7 4,925,000.00 MorganSt 94.96 4,677,016.40 (219,703.33) (238,913.76) DTD 03/31/2021 0.750% 03/31/2026

1.53 4.07
US TREASURY N/B 91282CCF6 1,405,000.00 BOFAML 94.55 1,328,438.74 (68,548.37) (73,727.16) DTD 06/01/2021 0.750% 05/31/2026

1.70 4.01
US TREASURY N/B 91282CCF6 4,615,000.00 Nomura 94.55 4,363,519.42 109,967.66 (99,505.31) DTD 06/01/2021 0.750% 05/31/2026

1.70 4.01
US TREASURY N/B 91282CCF6 4,800,000.00 Citigrou 94.55 4,538,438.40 139,313.40 (85,816.68) DTD 06/01/2021 0.750% 05/31/2026

1.70 4.01
US TREASURY N/B 91282CCW9 4,640,000.00 RBC Capi 93.94 4,358,880.96 100,774.71 (107,876.64) DTD 08/31/2021 0.750% 08/31/2026

1.94 3.93
US TREASURY N/B 91282CCZ2 4,310,000.00 RBC Capi 94.02 4,052,408.54 84,009.71 (99,207.04) DTD 09/30/2021 0.875% 09/30/2026

2.01 3.89
US TREASURY N/B 912828U24 4,545,000.00 RBC Capi 96.04 4,364,977.10 9,056.20 (86,124.89) DTD 11/15/2016 2.000% 11/15/2026

2.11 3.89
US TREASURY N/B 912828V98 9,220,000.00 JPMorgan 96.26 8,874,969.16 (106,607.40) (218,032.13) DTD 02/15/2017 2.250% 02/15/2027

2.35 3.86
US TREASURY N/B 91282CEF4 910,000.00 Barclays 96.80 880,922.77 25,949.33 3,653.49 DTD 03/31/2022 2.500% 03/31/2027

2.43 3.81
US TREASURY N/B 912828ZN3 6,480,000.00 Nomura 91.66 5,939,833.68 148,333.68 (153,507.27) DTD 04/30/2020 0.500% 04/30/2027

2.58 3.82
US TREASURY N/B 912828ZV5 5,545,000.00 WellsFar 91.21 5,057,428.15 136,673.85 (126,663.41) DTD 06/30/2020 0.500% 06/30/2027

2.75 3.81
US TREASURY N/B 9128282R0 1,200,000.00 BNPPSA 95.71 1,148,484.00 5,859.00 (17,344.59) DTD 08/15/2017 2.250% 08/15/2027

2.81 3.80
CITY OF MODESTO - COMBINED PORTFOLIO Page 18
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY N/B 9128282R0 2,985,000.00 HSBC 95.71 2,856,853.95 26,817.43 (35,545.92) DTD 08/15/2017 2.250% 08/15/2027

2.81 3.80
US TREASURY N/B 91282CFM8 5,380,000.00 BOFAML 101.00 5,434,009.82 89,105.91 76,023.22 DTD 09/30/2022 4.125% 09/30/2027

2.81 3.78
US TREASURY N/B 91282CFU0 2,715,000.00 Nomura 100.96 2,741,088.44 (11,667.03) 1,699.42 DTD 10/31/2022 4.125% 10/31/2027

2.90 3.80
US TREASURY N/B 91282CFU0 3,160,000.00 JPMorgan 100.96 3,190,364.44 (39,130.87) (14,678.82) DTD 10/31/2022 4.125% 10/31/2027

2.90 3.80
US TREASURY N/B 91282CAU5 8,775,000.00 WellsFar 90.28 7,921,833.08 449,029.37 1,885.22 DTD 11/02/2020 0.500% 10/31/2027

3.07 3.79
US TREASURY N/B 91282CGC9 4,250,000.00 Nomura 100.32 4,263,612.75 (3,320.84) 1,282.66 DTD 01/03/2023 3.875% 12/31/2027

3.07 3.77
US TREASURY N/B 91282CGH8 2,220,000.00 BNPPSA 99.10 2,199,968.94 (18,296.69) (18,772.91) DTD 01/31/2023 3.500% 01/31/2028

3.17 3.78
US TREASURY N/B 91282CBJ9 3,450,000.00 HSBC 90.38 3,118,206.60 123,444.88 (20,905.05) DTD 02/01/2021 0.750% 01/31/2028

3.30 3.78
US TREASURY N/B 91282CGP0 1,120,000.00 JPMorgan 100.73 1,128,181.60 22,837.85 18,451.44 DTD 02/28/2023 4.000% 02/29/2028

3.23 3.78
US TREASURY N/B 91282CGP0 2,825,000.00 TD Secur 100.73 2,845,636.63 51,976.47 42,608.96 DTD 02/28/2023 4.000% 02/29/2028

3.23 3.78
US TREASURY N/B 91282CBS9 2,555,000.00 BNPPSA 91.60 2,340,420.88 41,020.68 (27,739.67) DTD 03/31/2021 1.250% 03/31/2028

3.41 3.78
US TREASURY N/B 91282CGT2 2,675,000.00 RBS 99.55 2,662,983.90 (9,194.81) (9,961.82) DTD 03/31/2023 3.625% 03/31/2028

3.27 3.76
US TREASURY N/B 91282CHA2 2,810,000.00 Barclays 99.10 2,784,645.37 (12,292.52) (15,790.53) DTD 05/01/2023 3.500% 04/30/2028

3.35 3.76
US TREASURY N/B 91282CHA2 6,530,000.00 GoldmanS 99.10 6,471,079.81 (88,764.33) (80,808.07) DTD 05/01/2023 3.500% 04/30/2028

3.35 3.76
US TREASURY N/B 91282CKG5 3,450,000.00 BMO 101.57 3,504,309.90 92,448.57 89,732.98 DTD 04/01/2024 4.125% 03/31/2029

4.06 3.75
US TREASURY N/B 91282CKP5 5,190,000.00 GoldmanS 103.73 5,383,612.95 181,651.62 182,353.73 DTD 04/30/2024 4.625% 04/30/2029

4.11 3.74
US TREASURY N/B 91282CKT7 1,430,000.00 JPMorgan 103.30 1,477,201.44 34,242.06 34,793.54 DTD 05/31/2024 4.500% 05/31/2029

4.20 3.73
CITY OF MODESTO - COMBINED PORTFOLIO Page 19
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
U.S. Treasury Bond / Note
US TREASURY N/B 91282CKT7 4,190,000.00 JPMorgan 103.30 4,328,303.52 103,605.08 105,097.16 DTD 05/31/2024 4.500% 05/31/2029

4.20 3.73
US TREASURY N/B 91282CKX8 2,920,000.00 Citigrou 102.22 2,984,788.96 87,829.58 87,133.84 DTD 07/01/2024 4.250% 06/30/2029

4.30 3.74
US TREASURY N/B 91282CLC3 2,105,000.00 Citigrou 101.18 2,129,832.69 10,196.36 10,409.92 DTD 07/31/2024 4.000% 07/31/2029

4.40 3.73
Security Type Sub-Total 233,900,000.00 226,105,677.28 958,205.53 (3,454,992.60) 2.02 4.10 Municipal Bond / Note
CA ST UNIV-D 13077DMK5 600,000.00 GoldmanS 99.28 595,673.40 (4,326.60) (4,326.60) DTD 09/17/2020 0.685% 11/01/2024

0.17 5.04
CALIFORNIA ST DEPT OF 13067WRB0 100,000.00 MorganSt 98.82 98,824.30 (1,175.70) (1,175.70) DTD 08/06/2020 0.560% 12/01/2024

0.25 5.32
UNIV OF CALIFORNIA-BG (CALLABLE) 91412HGE7 220,000.00 JPMorgan 04/15/25 97.32 214,096.30 (6,700.10) (6,020.02) DTD 07/16/2020 0.883% 05/15/2025

0.68 4.80
UNIV OF CALIFORNIA-BG (CALLABLE) 91412HGE7 510,000.00 JPMorgan 04/15/25 97.32 496,314.15 (13,685.85) (13,685.85) DTD 07/16/2020 0.883% 05/15/2025

0.68 4.80
FLORIDA ST BRD OF ADM 341271AD6 505,000.00 BOFAML 97.16 490,665.58 (17,904.77) (14,955.35) DTD 09/16/2020 1.258% 07/01/2025

0.81 4.77
FLORIDA ST BRD OF ADM 341271AD6 1,295,000.00 BOFAML 97.16 1,258,241.43 (36,758.57) (36,758.57) DTD 09/16/2020 1.258% 07/01/2025

0.81 4.77
NJ TPK AUTH -B-TXBL 646140DP5 505,000.00 Citigrou 95.50 482,281.06 (22,718.94) (22,718.94) DTD 02/04/2021 1.047% 01/01/2026

1.29 4.56
Security Type Sub-Total 3,735,000.00 3,636,096.22 (103,270.53) (99,641.03) 0.73 4.81 Federal Agency Commercial Mortgage-Backed Security
FHMS K061 A2 3137BTUM1 2,432,734.22 Citigrou 97.95 2,382,797.49 24,945.87 (2,192.39) DTD 01/01/2017 3.347% 11/01/2026

2.00 4.29
FHMS K064 A2 3137BXQY1 4,000,000.00 MorganSt 97.66 3,906,264.00 133,139.00 67,892.76 DTD 05/01/2017 3.224% 03/01/2027

2.27 4.19
FHMS K065 A2 3137F1G44 2,275,000.00 Citigrou 97.59 2,220,263.50 75,276.20 38,731.56 DTD 07/01/2017 3.243% 04/01/2027

2.41 4.18
CITY OF MODESTO - COMBINED PORTFOLIO Page 20
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Federal Agency Commercial Mortgage-Backed Security
FHMS K066 A2 3137F2LJ3 3,530,000.00 CantorFi 97.23 3,432,190.76 131,089.20 70,016.52 DTD 08/01/2017 3.117% 06/01/2027

2.51 4.17
FHMS K507 A1 3137HAMR4 3,577,391.70 BOFAML 101.36 3,625,947.64 104,695.96 95,178.69 DTD 09/01/2023 4.800% 04/01/2028

2.88 4.27
FHMS K506 A1 3137HAMG8 1,882,729.58 WellsFar 101.19 1,905,158.54 50,585.19 45,352.89 DTD 09/01/2023 4.650% 05/01/2028

3.08 4.21
FHMS KJ46 A1 3137HAD45 2,794,070.42 JPMorgan 101.03 2,822,868.90 28,868.33 28,852.77 DTD 07/01/2023 4.777% 06/01/2028

2.56 4.30
FHMS K505 A2 3137HACX2 3,500,000.00 JPMorgan 101.88 3,565,632.00 30,674.00 38,571.55 DTD 07/01/2023 4.819% 06/01/2028

3.34 4.21
FNA 2023-M6 A2 3136BQDE6 3,500,000.00 JPMorgan 99.60 3,486,157.50 45,493.44 32,594.32 DTD 07/01/2023 4.190% 07/01/2028

3.49 4.26
FHMS KJ47 A1 3137HAMN3 2,122,751.95 JPMorgan 102.40 2,173,802.01 51,060.68 51,057.70 DTD 09/01/2023 5.272% 08/01/2028

2.82 4.36
FHMS K506 A2 3137HAMH6 3,800,000.00 WellsFar 101.32 3,850,281.60 106,495.00 96,632.99 DTD 09/01/2023 4.650% 08/01/2028

3.48 4.23
FHMS K508 A2 3137HAQ74 3,850,000.00 BMO 101.62 3,912,466.25 146,919.85 133,402.16 DTD 10/01/2023 4.740% 08/01/2028

3.50 4.24
FHMS K509 A2 3137HAST4 2,890,000.00 MorganSt 102.26 2,955,276.43 157,418.30 144,695.37 DTD 10/01/2023 4.850% 09/01/2028

3.57 4.18
FHMS K507 A2 3137HAMS2 3,800,000.00 BOFAML 101.90 3,872,063.20 117,484.60 110,501.96 DTD 09/01/2023 4.800% 09/01/2028

3.53 4.23
FHMS K510 A2 3137HB3D4 1,465,000.00 JPMorgan 102.94 1,508,047.56 47,282.87 46,683.97 DTD 11/01/2023 5.069% 10/01/2028

3.60 4.22
FHMS K511 A2 3137HB3G7 2,125,000.00 BOFAML 102.09 2,169,440.13 50,545.25 49,721.41 DTD 12/01/2023 4.860% 10/01/2028

3.64 4.25
FHMS K512 A2 3137HBCF9 1,935,000.00 JPMorgan 102.66 1,986,550.34 33,481.31 35,766.41 DTD 12/01/2023 5.000% 11/01/2028

3.65 4.24
FHMS K513 A2 3137HBFY5 2,190,000.00 BMO 101.68 2,226,756.96 14,881.05 17,355.22 DTD 01/01/2024 4.724% 12/01/2028

3.77 4.24
FHMS K514 A2 3137HBLV4 2,220,000.00 JPMorgan 101.08 2,243,884.98 1,687.20 4,004.10 DTD 02/01/2024 4.572% 12/01/2028

3.73 4.25
FHMS K518 A2 3137HC2L5 2,715,000.00 JPMorgan 104.28 2,831,166.71 50,613.03 54,835.06 DTD 03/01/2024 5.400% 01/01/2029

3.83 4.27
CITY OF MODESTO - COMBINED PORTFOLIO Page 21
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Federal Agency Commercial Mortgage-Backed Security
FHMS K517 A2 3137HC2C5 3,355,000.00 BOFAML 104.12 3,493,219.29 37,616.26 46,213.04 DTD 03/01/2024 5.355% 01/01/2029

3.85 4.27
FHMS K515 A2 3137HBPD0 3,750,000.00 WellsFar 104.17 3,906,206.25 55,181.25 64,811.12 DTD 02/01/2024 5.400% 01/01/2029

3.75 4.27
FHMS K516 A2 3137HBPM0 3,750,000.00 MorganSt 104.52 3,919,421.25 56,932.50 66,884.17 DTD 03/01/2024 5.477% 01/01/2029

3.79 4.27
FHMS K520 A2 3137HCKV3 2,125,000.00 BOFAML 103.71 2,203,939.50 70,314.12 70,710.19 DTD 04/01/2024 5.180% 03/01/2029

3.96 4.22
FHMS K524 A2 3137HDV56 3,245,000.00 PIER 101.89 3,306,349.97 41,422.43 41,476.34 DTD 07/01/2024 4.720% 05/01/2029

4.13 4.24
FHMS K522 A2 3137HDJJ0 3,850,000.00 MorganSt 102.16 3,933,109.95 83,121.50 83,109.95 DTD 06/01/2024 4.803% 05/01/2029

4.03 4.24
FHMS K526 A2 3137HDXL9 3,500,000.00 BMO 101.45 3,550,592.50 17,853.50 18,113.12 DTD 08/01/2024 4.543% 07/01/2029

4.29 4.18
Security Type Sub-Total 80,179,677.87 81,389,855.21 1,765,077.89 1,550,972.95 3.41 4.24 Federal Agency Bond / Note
FANNIE MAE 3135G04Z3 175,000.00 Nomura 96.88 169,547.35 (5,090.40) (5,395.03) DTD 06/19/2020 0.500% 06/17/2025

0.78 4.61
FANNIE MAE 3135G04Z3 200,000.00 WellsFar 96.88 193,768.40 (6,943.60) (6,350.75) DTD 06/19/2020 0.500% 06/17/2025

0.78 4.61
FANNIE MAE 3135G04Z3 1,075,000.00 Nomura 96.88 1,041,505.15 (38,536.60) (34,347.06) DTD 06/19/2020 0.500% 06/17/2025

0.78 4.61
FANNIE MAE 3135G04Z3 1,190,000.00 RBS 96.88 1,152,921.98 (44,301.32) (38,367.57) DTD 06/19/2020 0.500% 06/17/2025

0.78 4.61
FANNIE MAE 3135G04Z3 3,820,000.00 RBS 96.88 3,700,976.44 (135,334.96) (121,780.69) DTD 06/19/2020 0.500% 06/17/2025

0.78 4.61
FREDDIE MAC 3137EAEU9 2,220,000.00 WellsFar 96.47 2,141,678.40 (67,266.00) (76,353.97) DTD 07/23/2020 0.375% 07/21/2025

0.87 4.45
FANNIE MAE 3135G05X7 450,000.00 Nomura 96.19 432,841.95 (14,638.05) (16,645.95) DTD 08/27/2020 0.375% 08/25/2025

0.96 4.38
FANNIE MAE 3135G05X7 550,000.00 Citigrou 96.19 529,029.05 (19,260.45) (20,624.74) DTD 08/27/2020 0.375% 08/25/2025

0.96 4.38
CITY OF MODESTO - COMBINED PORTFOLIO Page 22
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Federal Agency Bond / Note
FANNIE MAE 3135G05X7 2,360,000.00 Barclays 96.19 2,270,015.56 (78,939.64) (87,809.88) DTD 08/27/2020 0.375% 08/25/2025

0.96 4.38
FREDDIE MAC 3137EAEX3 130,000.00 WellsFar 95.96 124,745.79 (5,083.91) (5,217.93) DTD 09/25/2020 0.375% 09/23/2025

1.03 4.31
FREDDIE MAC 3137EAEX3 3,400,000.00 Citigrou 95.96 3,262,582.20 (127,183.80) (135,243.50) DTD 09/25/2020 0.375% 09/23/2025

1.03 4.31
FANNIE MAE 3135G06G3 2,040,000.00 Nomura 95.70 1,952,194.32 (87,030.48) (87,620.47) DTD 11/12/2020 0.500% 11/07/2025

1.15 4.27
FANNIE MAE 3135G06G3 2,215,000.00 Barclays 95.70 2,119,661.97 (87,408.33) (93,456.11) DTD 11/12/2020 0.500% 11/07/2025

1.15 4.27
Security Type Sub-Total 19,825,000.00 19,091,468.56 (717,017.54) (729,213.65) 0.94 4.43 Corporate Note
BRISTOL-MYERS SQUIBB CO (CALLABLE) 110122DN5 2,230,000.00 BOFAML 10/13/25 95.64 2,132,769.77 (78,119.13) (91,998.29) DTD 11/13/2020 0.750% 11/13/2025

1.16 4.52
BANK OF NY MELLON CORP (CALLABLE) 06406RAQ0 3,465,000.00 US_BANC 12/28/25 95.01 3,292,252.43 (173,579.17) (172,982.59) DTD 01/28/2021 0.750% 01/28/2026

1.37 4.44
BANK OF AMERICA CORP (CALLABLE) 06051GKM0 2,025,000.00 BOFAML 04/02/25 98.91 2,002,846.50 (22,153.50) (22,153.50) DTD 03/22/2022 3.384% 04/02/2026

0.56 6.19
MICROSOFT CORP (CALLABLE) 594918BR4 3,000,000.00 TD Secur 05/08/26 96.90 2,906,913.00 (126,237.00) (107,500.94) DTD 08/08/2016 2.400% 08/08/2026

1.79 4.08
BANK OF AMERICA NA (CALLABLE) 06428CAA2 3,750,000.00 BOFAML 07/17/26 102.27 3,835,072.50 85,372.50 85,268.89 DTD 08/18/2023 5.526% 08/18/2026

1.77 4.31
MASTERCARD INC (CALLABLE) 57636QAG9 2,560,000.00 CSFirstB 08/21/26 97.35 2,492,241.92 58,142.72 3,725.70 DTD 11/21/2016 2.950% 11/21/2026

2.03 4.21
JP MORGAN CHASE BANK NA (CALLABLE) 48125LRU8 850,000.00 Citigrou 11/08/26 101.71 864,535.00 15,308.50 15,236.09 DTD 12/08/2023 5.110% 12/08/2026

2.04 4.31
JP MORGAN CHASE BANK NA (CALLABLE) 48125LRU8 3,500,000.00 JPMorgan 11/08/26 101.71 3,559,850.00 59,850.00 59,850.00 DTD 12/08/2023 5.110% 12/08/2026

2.04 4.31
TARGET CORP (CALLABLE) 87612EBM7 365,000.00 Citigrou 12/15/26 95.45 348,388.85 (15,990.65) (16,315.28) DTD 01/24/2022 1.950% 01/15/2027

2.26 3.98
MICROSOFT CORP (CALLABLE) 594918BY9 3,000,000.00 GoldmanS 11/06/26 98.44 2,953,308.00 39,138.00 3,711.52 DTD 02/06/2017 3.300% 02/06/2027

2.20 3.98
CITY OF MODESTO - COMBINED PORTFOLIO Page 23
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Corporate Note
HOME DEPOT INC (CALLABLE) 437076BT8 3,610,000.00 TD Secur 06/14/27 96.21 3,473,007.72 67,333.72 (2,780.55) DTD 09/14/2017 2.800% 09/14/2027

2.76 4.14
JPMORGAN CHASE & CO (CALLABLE) 46647PCW4 1,535,000.00 BOFAML 02/24/27 96.29 1,478,112.90 74,554.95 46,306.44 DTD 02/24/2022 2.947% 02/24/2028

2.35 5.10
WALMART INC (CALLABLE) 931142FB4 1,220,000.00 Barclays 03/15/28 99.76 1,217,128.12 (151.28) (864.15) DTD 04/18/2023 3.900% 04/15/2028

3.25 3.93
APPLE INC (CALLABLE) 037833ET3 5,200,000.00 HSBC 04/10/28 100.34 5,217,862.00 1,482.00 5,786.17 DTD 05/10/2023 4.000% 05/10/2028

3.31 3.90
JOHN DEERE CAPITAL CORP 24422EXB0 495,000.00 SBSC 102.58 507,777.44 6,045.44 7,567.62 DTD 07/14/2023 4.950% 07/14/2028

3.47 4.22
JOHN DEERE CAPITAL CORP 24422EXB0 895,000.00 TD Secur 102.58 918,102.64 14,412.19 16,362.22 DTD 07/14/2023 4.950% 07/14/2028

3.47 4.22
JOHN DEERE CAPITAL CORP 24422EXB0 1,165,000.00 Citigrou 102.58 1,195,072.15 31,808.00 31,415.51 DTD 07/14/2023 4.950% 07/14/2028

3.47 4.22
PACCAR FINANCIAL CORP 69371RS64 1,130,000.00 TD Secur 102.53 1,158,574.31 35,659.41 34,194.07 DTD 08/10/2023 4.950% 08/10/2028

3.54 4.25
TOYOTA MOTOR CREDIT CORP 89236TLB9 2,800,000.00 BOFAML 103.30 2,892,268.40 97,140.40 96,283.56 DTD 09/11/2023 5.250% 09/11/2028

3.52 4.35
CITIBANK NA (CALLABLE) 17325FBB3 5,650,000.00 Citigrou 08/29/28 104.94 5,929,228.65 279,228.65 279,228.65 DTD 09/29/2023 5.803% 09/29/2028

3.48 4.46
STATE STREET CORP (CALLABLE) 857477CN1 1,900,000.00 HSBC 02/20/28 100.16 1,902,986.80 2,986.80 2,986.80 DTD 08/20/2024 4.530% 02/20/2029

3.17 4.88
BLACKROCK FUNDING INC (CALLABLE) 09290DAA9 365,000.00 Citigrou 02/14/29 102.18 372,968.68 8,629.33 8,573.04 DTD 03/14/2024 4.700% 03/14/2029

3.92 4.17
ADOBE INC (CALLABLE) 00724PAF6 1,295,000.00 TD Secur 03/04/29 102.51 1,327,527.81 30,818.41 30,942.46 DTD 04/04/2024 4.800% 04/04/2029

3.97 4.19
ADOBE INC (CALLABLE) 00724PAF6 1,580,000.00 BOFAML 03/04/29 102.51 1,619,686.44 42,040.64 41,868.17 DTD 04/04/2024 4.800% 04/04/2029

3.97 4.19
PEPSICO INC (CALLABLE) 713448FX1 1,935,000.00 Citigrou 06/17/29 102.00 1,973,655.49 41,654.74 41,580.56 DTD 07/17/2024 4.500% 07/17/2029

4.28 4.04
ELI LILLY & CO (CALLABLE) 532457CQ9 660,000.00 MorganSt 07/14/29 100.22 661,467.84 2,913.24 2,898.53 DTD 08/14/2024 4.200% 08/14/2029

4.38 4.15
ELI LILLY & CO (CALLABLE) 532457CQ9 2,290,000.00 JPMorgan 07/14/29 100.22 2,295,092.96 1,749.56 1,773.19 DTD 08/14/2024 4.200% 08/14/2029

4.38 4.15
CITY OF MODESTO - COMBINED PORTFOLIO Page 24
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Security Type Sub-Total 58,470,000.00 58,528,698.32 580,038.47 400,963.89 2.74 4.33 Commercial Paper
LMA AMERICAS LLC 53944QJG6 11,065,000.00 RBC Capi 99.75 11,037,138.33 281,368.20 (3,703.09) DTD 03/07/2024 0.000% 09/16/2024

0.05 5.28
Security Type Sub-Total 11,065,000.00 11,037,138.33 281,368.20 (3,703.09) 0.05 5.28 Certificate of Deposit
COOPERAT RABOBANK UA/NY 21684LGS5 3,500,000.00 RABO UA 102.38 3,583,415.50 83,415.50 83,415.50 DTD 07/20/2023 5.080% 07/17/2026

1.77 3.75
Security Type Sub-Total 3,500,000.00 3,583,415.50 83,415.50 83,415.50 1.77 3.75 Bank Note
WELLS FARGO BANK NA (CALLABLE) 94988J6D4 5,635,000.00 WellsFar 07/07/26 101.84 5,738,452.97 116,807.92 112,139.93 DTD 08/09/2023 5.450% 08/07/2026

1.75 4.39
MORGAN STANLEY BANK NA (CALLABLE) 61690U8B9 1,360,000.00 MorganSt 05/26/27 102.50 1,394,023.12 34,023.12 34,023.12 DTD 05/30/2024 5.504% 05/26/2028

2.49 4.95
MORGAN STANLEY BANK NA (CALLABLE) 61690U8B9 2,640,000.00 MorganSt 05/26/27 102.50 2,706,044.88 60,474.48 61,267.81 DTD 05/30/2024 5.504% 05/26/2028

2.49 4.95
Security Type Sub-Total 9,635,000.00 9,838,520.97 211,305.52 207,430.86 2.06 4.62 Asset-Backed Security
CARMX 2021-1 A3 14316NAC3 6,668.60 SUMITR 99.78 6,654.22 (13.06) (14.04) DTD 01/27/2021 0.340% 12/15/2025

0.04 5.98
TAOT 2021-C A3 89239BAC5 220,565.34 Barclays 98.88 218,089.71 (2,458.04) (2,470.02) DTD 09/27/2021 0.430% 01/15/2026

0.23 5.22
CARMX 2021-2 A3 14314QAC8 75,935.29 BOFAML 99.39 75,471.10 (447.83) (459.23) DTD 04/21/2021 0.520% 02/17/2026

0.12 5.57
HART 2021-C A3 44935FAD6 131,652.97 SMBC 98.80 130,072.09 (1,551.50) (1,569.73) DTD 11/17/2021 0.740% 05/15/2026

0.27 5.16
DCENT 2021-A1 A1 254683CP8 775,000.00 Citigrou 99.79 773,405.83 (1,428.24) (1,526.05) DTD 09/27/2021 0.580% 09/15/2026

0.04 5.96
CITY OF MODESTO - COMBINED PORTFOLIO Page 25
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Asset-Backed Security
CCCIT 2023-A1 A1 17305EGW9 835,000.00 Citigrou 100.70 840,851.68 5,956.39 5,938.43 DTD 12/11/2023 5.230% 12/08/2027

1.20 4.65
KCOT 2023-2A A3 500945AC4 890,000.00 JPMorgan 101.06 899,465.15 9,689.96 9,634.87 DTD 07/26/2023 5.280% 01/18/2028

1.65 4.70
BAAT 2023-1A A3 06428AAC2 1,465,000.00 BOFAML 101.02 1,479,962.05 15,017.57 15,004.32 DTD 07/31/2023 5.530% 02/15/2028

1.37 4.85
HAROT 2023-3 A3 43815QAC1 2,220,000.00 BOFAML 100.93 2,240,634.90 21,092.66 20,988.14 DTD 08/22/2023 5.410% 02/18/2028

1.34 4.78
TAOT 2023-C A3 89231FAD2 690,000.00 BNPPSA 100.80 695,500.68 5,656.76 5,621.87 DTD 08/15/2023 5.160% 04/17/2028

1.43 4.66
USAOT 2023-A A3 90291VAC4 3,015,000.00 JPMorgan 100.96 3,044,040.48 29,568.10 29,463.46 DTD 09/15/2023 5.580% 05/15/2028

1.25 4.87
BAAT 2023-2A A3 06054YAC1 2,925,000.00 BOFAML 101.70 2,974,733.78 49,786.72 52,147.82 DTD 11/21/2023 5.740% 06/15/2028

1.60 4.75
TAOT 2023-D A3 89239FAD4 765,000.00 JPMorgan 102.03 780,505.79 15,588.26 15,573.58 DTD 11/14/2023 5.540% 08/15/2028

1.72 4.43
FITAT 2023-1 A3 31680EAD3 2,425,000.00 JPMorgan 101.07 2,450,862.63 26,012.98 25,982.10 DTD 08/23/2023 5.530% 08/15/2028

1.41 4.84
CHAIT 2023-A1 A 161571HT4 3,020,000.00 JPMorgan 101.67 3,070,455.14 51,292.28 51,147.36 DTD 09/15/2023 5.160% 09/15/2028

1.89 4.34
AMXCA 2023-3 A 02582JKD1 3,090,000.00 Citigrou 101.89 3,148,249.59 58,387.71 59,843.53 DTD 09/19/2023 5.230% 09/15/2028

1.89 4.30
HART 2023-C A3 44918CAD4 1,130,000.00 BNPPSA 101.92 1,151,701.65 21,850.24 21,826.40 DTD 11/13/2023 5.540% 10/16/2028

1.71 4.49
BACCT 2023-A2 A2 05522RDH8 1,365,000.00 BOFAML 101.50 1,385,464.08 20,647.40 20,619.16 DTD 12/14/2023 4.980% 11/15/2028

2.04 4.30
GMCAR 2024-1 A3 36268GAD7 365,000.00 Barclays 100.81 367,946.65 3,020.05 3,011.65 DTD 01/17/2024 4.850% 12/18/2028

1.72 4.43
CHAIT 2024-A1 A 161571HV9 3,390,000.00 JPMorgan 100.73 3,414,767.34 25,283.64 25,223.27 DTD 01/31/2024 4.600% 01/16/2029

2.20 4.31
Security Type Sub-Total 28,799,822.21 29,148,834.54 352,952.05 355,986.89 1.60 4.62 CITY OF MODESTO - COMBINED PORTFOLIO Page 26
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Managed Account Fair Market Value & Analytics For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Managed Account Sub-Total 449,109,500.08 442,359,704.93 3,412,075.09 (1,688,780.28) 2.24 4.25 Total Investments $444,492,718.58
$2,133,013.65
$442,359,704.93
Accrued Interest
Securities Sub-Total $449,109,500.08 $3,412,075.09 ($1,688,780.28) 2.24 4.25% CITY OF MODESTO - COMBINED PORTFOLIO Page 27
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Managed Account Security Transactions & Interest For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method
BUY
08/02/24 US TREASURY N/B
DTD 07/31/2024 4.000% 07/31/2029
08/01/24 91282CLC3 6,300,000.00 (6,343,804.69) (1,369.57) (6,345,174.26) 08/08/24 WI TREASURY SEC. BILLS
DTD 02/15/2024 0.000% 08/15/2024
08/07/24 912797KB2 3,755,000.00 (3,751,192.33) 0.00 (3,751,192.33) 08/15/24 FHMS K526 A2
DTD 08/01/2024 4.543% 07/01/2029
08/07/24 3137HDXL9 3,500,000.00 (3,532,739.00) (6,183.53) (3,538,922.53) 08/14/24 ELI LILLY & CO (CALLABLE)
DTD 08/14/2024 4.200% 08/14/2029
08/12/24 532457CQ9 660,000.00 (658,554.60) 0.00 (658,554.60) 08/14/24 ELI LILLY & CO (CALLABLE)
DTD 08/14/2024 4.200% 08/14/2029
08/13/24 532457CQ9 2,290,000.00 (2,293,343.40) 0.00 (2,293,343.40) 08/15/24 TREASURY BILL BILLS
DTD 04/23/2024 0.000% 08/20/2024
08/14/24 912797KY2 1,900,000.00 (1,898,617.22) 0.00 (1,898,617.22) 08/20/24 STATE STREET CORP (CALLABLE)
DTD 08/20/2024 4.530% 02/20/2029
08/14/24 857477CN1 1,900,000.00 (1,900,000.00) 0.00 (1,900,000.00) Transaction Type Sub-Total 20,305,000.00 (20,378,251.24) (7,553.10) (20,385,804.34)

INTEREST
08/01/24 MONEY MARKET FUND
DTD 01/01/2010 0.000% --
08/01/24 MONEY0002 0.00 1,685.51 1,685.51
08/25/24 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
08/01/24 3137F2LJ3 0.00 9,169.18 9,169.18
08/25/24 FHMS K513 A2
DTD 01/01/2024 4.724% 12/01/2028
08/01/24 3137HBFY5 0.00 8,621.30 8,621.30
08/25/24 FHMS K514 A2
DTD 02/01/2024 4.572% 12/01/2028
08/01/24 3137HBLV4 0.00 8,458.20 8,458.20
08/25/24 FHMS K515 A2
DTD 02/01/2024 5.400% 01/01/2029
08/01/24 3137HBPD0 0.00 16,875.00 16,875.00
08/25/24 FHMS K512 A2
DTD 12/01/2023 5.000% 11/01/2028
08/01/24 3137HBCF9 0.00 8,062.50 8,062.50
08/25/24 FHMS K508 A2
DTD 10/01/2023 4.740% 08/01/2028
08/01/24 3137HAQ74 0.00 15,207.50 15,207.50
08/25/24 FHMS K518 A2
DTD 03/01/2024 5.400% 01/01/2029
08/01/24 3137HC2L5 0.00 12,217.50 12,217.50
CITY OF MODESTO - COMBINED PORTFOLIO Page 28
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Managed Account Security Transactions & Interest For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
08/25/24 FHMS K509 A2
DTD 10/01/2023 4.850% 09/01/2028
08/01/24 3137HAST4 0.00 11,680.42 11,680.42
08/25/24 FHMS K522 A2
DTD 06/01/2024 4.803% 05/01/2029
08/01/24 3137HDJJ0 0.00 15,409.63 15,409.63
08/25/24 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
08/01/24 3137HAMG8 0.00 7,301.34 7,301.34
08/25/24 FHMS K064 A2
DTD 05/01/2017 3.224% 03/01/2027
08/01/24 3137BXQY1 0.00 10,746.67 10,746.67
08/25/24 FHMS K065 A2
DTD 07/01/2017 3.243% 04/01/2027
08/01/24 3137F1G44 0.00 6,148.19 6,148.19
08/25/24 FHMS K524 A2
DTD 07/01/2024 4.720% 05/01/2029
08/01/24 3137HDV56 0.00 12,763.67 12,763.67
08/25/24 FHMS K507 A2
DTD 09/01/2023 4.800% 09/01/2028
08/01/24 3137HAMS2 0.00 15,200.00 15,200.00
08/25/24 FHMS K506 A2
DTD 09/01/2023 4.650% 08/01/2028
08/01/24 3137HAMH6 0.00 14,725.00 14,725.00
08/25/24 FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
08/01/24 3137BTUM1 0.00 6,798.41 6,798.41
08/25/24 FHMS K520 A2
DTD 04/01/2024 5.180% 03/01/2029
08/01/24 3137HCKV3 0.00 9,172.92 9,172.92
08/25/24 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
08/01/24 3137HAD45 0.00 11,129.82 11,129.82
08/25/24 FHMS K510 A2
DTD 11/01/2023 5.069% 10/01/2028
08/01/24 3137HB3D4 0.00 6,188.40 6,188.40
08/25/24 FHMS K511 A2
DTD 12/01/2023 4.860% 10/01/2028
08/01/24 3137HB3G7 0.00 8,606.25 8,606.25
08/25/24 FHMS K517 A2
DTD 03/01/2024 5.355% 01/01/2029
08/01/24 3137HC2C5 0.00 14,971.69 14,971.69
08/25/24 FHMS K516 A2
DTD 03/01/2024 5.477% 01/01/2029
08/01/24 3137HBPM0 0.00 17,115.63 17,115.63
08/25/24 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
08/01/24 3137HAMR4 0.00 14,348.22 14,348.22
08/25/24 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
08/01/24 3137HAMN3 0.00 9,343.53 9,343.53
CITY OF MODESTO - COMBINED PORTFOLIO Page 29
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Managed Account Security Transactions & Interest For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
08/25/24 FNA 2023-M6 A2
DTD 07/01/2023 4.190% 07/01/2028
08/01/24 3136BQDE6 0.00 12,220.83 12,220.83
08/25/24 FHMS K505 A2
DTD 07/01/2023 4.819% 06/01/2028
08/01/24 3137HACX2 0.00 14,055.42 14,055.42
08/06/24 MICROSOFT CORP (CALLABLE)
DTD 02/06/2017 3.300% 02/06/2027
08/06/24 594918BY9 0.00 49,500.00 49,500.00
08/07/24 WELLS FARGO BANK NA (CALLABLE)
DTD 08/09/2023 5.450% 08/07/2026
08/07/24 94988J6D4 0.00 153,553.75 153,553.75
08/08/24 MICROSOFT CORP (CALLABLE)
DTD 08/08/2016 2.400% 08/08/2026
08/08/24 594918BR4 0.00 36,000.00 36,000.00
08/10/24 PACCAR FINANCIAL CORP
DTD 08/10/2023 4.950% 08/10/2028
08/10/24 69371RS64 0.00 27,967.50 27,967.50
08/15/24 FITAT 2023-1 A3
DTD 08/23/2023 5.530% 08/15/2028
08/15/24 31680EAD3 0.00 11,175.21 11,175.21
08/15/24 DCENT 2021-A1 A1
DTD 09/27/2021 0.580% 09/15/2026
08/15/24 254683CP8 0.00 374.58 374.58
08/15/24 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
08/15/24 14316NAC3 0.00 5.13 5.13
08/15/24 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
08/15/24 89239FAD4 0.00 3,531.75 3,531.75
08/15/24 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
08/15/24 06428AAC2 0.00 6,751.21 6,751.21
08/15/24 TAOT 2023-C A3
DTD 08/15/2023 5.160% 04/17/2028
08/15/24 89231FAD2 0.00 2,967.00 2,967.00
08/15/24 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
08/15/24 44935FAD6 0.00 94.75 94.75
08/15/24 US TREASURY N/B
DTD 08/15/2017 2.250% 08/15/2027
08/15/24 9128282R0 0.00 47,081.25 47,081.25
08/15/24 CHAIT 2023-A1 A
DTD 09/15/2023 5.160% 09/15/2028
08/15/24 161571HT4 0.00 12,986.00 12,986.00
08/15/24 USAOT 2023-A A3
DTD 09/15/2023 5.580% 05/15/2028
08/15/24 90291VAC4 0.00 14,019.75 14,019.75
08/15/24 US TREASURY N/B
DTD 02/15/2017 2.250% 02/15/2027
08/15/24 912828V98 0.00 103,725.00 103,725.00
CITY OF MODESTO - COMBINED PORTFOLIO Page 30
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Managed Account Security Transactions & Interest For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
08/15/24 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
08/15/24 14314QAC8 0.00 44.53 44.53
08/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
08/15/24 05522RDH8 0.00 5,664.75 5,664.75
08/15/24 KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
08/15/24 500945AC4 0.00 3,916.00 3,916.00
08/15/24 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
08/15/24 02582JKD1 0.00 13,467.25 13,467.25
08/15/24 CHAIT 2024-A1 A
DTD 01/31/2024 4.600% 01/16/2029
08/15/24 161571HV9 0.00 12,995.00 12,995.00
08/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
08/15/24 06054YAC1 0.00 13,991.25 13,991.25
08/15/24 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
08/15/24 89239BAC5 0.00 94.04 94.04
08/15/24 HART 2023-C A3
DTD 11/13/2023 5.540% 10/16/2028
08/15/24 44918CAD4 0.00 5,216.83 5,216.83
08/16/24 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
08/16/24 36268GAD7 0.00 1,475.21 1,475.21
08/18/24 HAROT 2023-3 A3
DTD 08/22/2023 5.410% 02/18/2028
08/18/24 43815QAC1 0.00 10,008.50 10,008.50
08/18/24 BANK OF AMERICA NA (CALLABLE)
DTD 08/18/2023 5.526% 08/18/2026
08/18/24 06428CAA2 0.00 103,612.50 103,612.50
08/24/24 JPMORGAN CHASE & CO (CALLABLE)
DTD 02/24/2022 2.947% 02/24/2028
08/24/24 46647PCW4 0.00 22,618.23 22,618.23
08/25/24 FANNIE MAE
DTD 08/27/2020 0.375% 08/25/2025
08/25/24 3135G05X7 0.00 6,300.00 6,300.00
08/31/24 US TREASURY N/B
DTD 02/28/2023 4.000% 02/29/2028
08/31/24 91282CGP0 0.00 78,900.00 78,900.00
08/31/24 US TREASURY N/B
DTD 08/31/2020 0.250% 08/31/2025
08/31/24 91282CAJ0 0.00 11,218.75 11,218.75
08/31/24 US TREASURY N/B
DTD 08/31/2021 0.750% 08/31/2026
08/31/24 91282CCW9 0.00 17,400.00 17,400.00
08/31/24 US TREASURY N/B
DTD 02/28/2019 2.500% 02/28/2026
08/31/24 9128286F2 0.00 40,125.00 40,125.00
CITY OF MODESTO - COMBINED PORTFOLIO Page 31
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Managed Account Security Transactions & Interest For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
08/31/24 US TREASURY N/B
DTD 03/01/2021 0.500% 02/28/2026
08/31/24 91282CBQ3 0.00 26,612.50 26,612.50
Transaction Type Sub-Total 0.00 1,141,615.95 1,141,615.95

MATURITY
08/15/24 WI TREASURY SEC. BILLS
DTD 02/15/2024 0.000% 08/15/2024
08/15/24 912797KB2 3,755,000.00 3,755,000.00 0.00 3,755,000.00 3,807.67 0.00 08/20/24 TREASURY BILL BILLS
DTD 04/23/2024 0.000% 08/20/2024
08/20/24 912797KY2 1,900,000.00 1,900,000.00 0.00 1,900,000.00 1,382.78 0.00 Transaction Type Sub-Total 5,655,000.00 5,655,000.00 0.00 5,655,000.00 5,190.45 0.00

PAYDOWNS
08/25/24 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
08/01/24 3137HAMR4 9,662.42 9,662.42 0.00 9,662.42 151.63 0.00 08/25/24 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
08/01/24 3137HAD45 1,781.79 1,781.79 0.00 1,781.79 0.05 0.04 08/25/24 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
08/01/24 3137HAMG8 1,486.61 1,486.61 0.00 1,486.61 22.23 18.46 08/25/24 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
08/01/24 3137HAMN3 3,999.52 3,999.52 0.00 3,999.52 0.02 0.02 08/25/24 FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
08/01/24 3137BTUM1 4,699.56 4,699.56 0.00 4,699.56 144.66 0.00 08/15/24 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
08/15/24 44935FAD6 21,988.82 21,988.82 0.00 21,988.82 4.91 0.00 08/15/24 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
08/15/24 89239BAC5 41,866.56 41,866.56 0.00 41,866.56 3.34 0.00 08/15/24 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
08/15/24 14314QAC8 26,828.44 26,828.44 0.00 26,828.44 5.78 0.00 08/15/24 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
08/15/24 14316NAC3 11,436.06 11,436.06 0.00 11,436.06 2.26 0.00 Transaction Type Sub-Total 123,749.78 123,749.78 0.00 123,749.78 334.88 18.52 CITY OF MODESTO - COMBINED PORTFOLIO Page 32
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Managed Account Security Transactions & Interest For the Month Ending August 31, 2024 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method
SELL
08/02/24 FANNIE MAE
DTD 04/24/2020 0.625% 04/22/2025
08/01/24 3135G03U5 425,000.00 412,203.25 737.85 412,941.10 (14,972.75) (13,117.90) FIFO 08/02/24 MASTERCARD INC (CALLABLE)
DTD 12/03/2019 2.000% 03/03/2025
08/01/24 57636QAN4 1,760,000.00 1,726,964.80 14,568.89 1,741,533.69 (109,260.80) (41,167.69) FIFO 08/02/24 FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
08/01/24 3135G04Z3 3,500,000.00 3,372,635.00 2,187.50 3,374,822.50 (120,120.00) (126,097.92) FIFO 08/08/24 US TREASURY N/B
DTD 07/31/2024 4.000% 07/31/2029
08/07/24 91282CLC3 3,535,000.00 3,568,278.71 3,073.91 3,571,352.62 8,699.41 8,772.29 FIFO 08/14/24 US TREASURY N/B
DTD 07/31/2024 4.000% 07/31/2029
08/12/24 91282CLC3 660,000.00 667,347.66 1,004.35 668,352.01 2,758.60 2,785.82 FIFO 08/14/24 US TREASURY N/B
DTD 07/01/2024 4.250% 06/30/2029
08/13/24 91282CKX8 2,230,000.00 2,283,136.72 11,589.33 2,294,726.05 70,732.81 70,363.59 FIFO 08/15/24 US TREASURY N/B
DTD 02/28/2023 4.000% 02/29/2028
08/14/24 91282CGP0 1,850,000.00 1,866,476.56 33,782.61 1,900,259.17 37,000.00 31,057.22 FIFO Transaction Type Sub-Total 13,960,000.00 13,897,042.70 66,944.44 13,963,987.14 (125,162.73) (67,404.59) Managed Account Sub-Total (702,458.76) 1,201,007.29 498,548.53 (119,637.40) (67,386.07) Total Security Transactions ($702,458.76) $1,201,007.29 $498,548.53 ($119,637.40) ($67,386.07) CITY OF MODESTO - COMBINED PORTFOLIO Page 33
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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
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% 8/31/2023 3.14% 48,412,208.12 5.52% 392,278,686.76 2.60% 41,598,139.19 5.44% 9/30/2023 3.36% 48,632,969.13 5.55% 392,056,693.34 2.85% 41,767,569.64 5.55% 10/31/2023 3.40% 48,862,493.00 5.56% 393,319,562.86 2.89% 41,829,190.02 5.63% 11/30/2023 3.46% 49,086,612.73 5.58% 396,095,890.19 2.97% 41,987,235.92 5.60% 12/31/2023 3.51% 49,318,080.86 5.55% 393,872,751.60 3.03% 42,137,084.04 5.60% 1/31/2024 3.54% 49,549,288.20 5.54% 395,563,681.33 3.07% 42,286,932.15 5.60% 2/29/2024 3.57% 49,765,331.51 5.50% 400,022,027.47 3.13% 42,269,831.92 5.45% 3/31/2024 3.59% 49,996,308.29 5.48% 397,576,602.33 3.16% 42,372,823.25 5.35% 4/30/2024 3.61% 50,219,345.80 5.44% 398,650,446.11 3.19% 42,473,217.00 5.35% 5/31/2024 3.68% 50,450,429.25 5.43% 399,100,250.21 3.29% 42,706,970.79 5.27% 6/30/2024 3.76% 50,674,988.39 5.43% 399,326,031.56 3.39% 42,808,365.69 5.27% 7/31/2024 3.79% 50,908,210.76 5.43% 400,074,642.53 3.44% 43,066,591.51 5.14% 8/31/2024 3.65% 36,112,852.04 5.41% 400,899,946.42 3.34% 43,149,544.75 5.10% 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. #5..
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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,
2025
Expected
Earnings to June
30, 2025
Main Portfolio
Federal Agency
FNMA 175,000 6/17/2025 4.608% 1 754 0.66% 953
FNMA 200,000 6/17/2025 4.608% 1 674 0.54% 901
FNMA 1,075,000 6/17/2025 4.608% 1 3,409 0.52% 4,632
FNMA 3,820,000 6/17/2025 4.608% 1 12,386 0.53% 16,733
FNMA 1,190,000 6/17/2025 4.608% 1 3,425 0.48% 4,780
FHLMC 2,220,000 7/21/2025 4.453% 1 9,380 0.48% 8,772
FHLMC 2,360,000 8/25/2025 4.380% 1 10,907 0.47% 9,206
FNMA 550,000 8/25/2025 4.380% 1 2,379 0.44% 2,008
FNMA 450,000 8/25/2025 4.380% 1 2,178 0.49% 1,839
FNMA 3,400,000 9/23/2025 4.310% 1 15,755 0.44% 12,303
FNMA 130,000 9/23/2025 4.310% 1 555 0.40% 433
FNMA 2,215,000 11/7/2025 4.270% 1 15,054 0.57% 10,534
FHLMC 2,040,000 11/7/2025 4.270% 1 12,287 0.51% 8,598
Federal Agency CMBS
FHLMC 2,432,734 11/1/2026 4.290% 2 226,498 4.29% 86,653 FHLMC 4,000,000 3/1/2027 4.190% 2 493,569 4.94% 163,982 FHLMC 2,275,000 4/1/2027 4.180% 3 290,048 4.93% 93,197
FHLMC 3,530,000 6/1/2027 4.170% 3 482,311 4.97% 145,558 FHLMC 3,577,392 4/1/2028 4.270% 4 665,998 5.19% 154,161 FHLMC 1,882,730 5/1/2028 4.210% 4 345,802 5.01% 78,251
FHLMC 2,794,070 6/1/2028 4.300% 4 501,032 4.78% 110,812 FHLMC 3,500,000 6/1/2028 4.210% 4 603,356 4.59% 133,443 FHLMC 3,500,000 7/1/2028 4.260% 4 46,691 0.35% 10,105
FHLMC 3,850,000 8/1/2028 4.240% 4 792,697 5.25% 167,846 FHLMC 2,122,752 8/1/2028 4.360% 4 438,754 5.27% 92,902
FHLMC 3,800,000 8/1/2028 4.230% 4 742,952 4.99% 157,313 FHLMC 3,800,000 9/1/2028 4.230% 4 772,411 5.07% 160,082 FHLMC 2,890,000 9/1/2028 4.180% 4 648,768 5.60% 134,457 FHLMC 2,125,000 10/1/2028 4.250% 4 427,887 4.93% 86,897 FHLMC 1,465,000 10/1/2028 4.220% 4 307,518 5.14% 62,452 FNMA 1,935,000 11/1/2028 4.240% 4 386,534 4.79% 76,901
FHLMC 2,220,000 12/1/2028 4.250% 4 410,404 4.34% 80,072 FHLMC 2,190,000 12/1/2028 4.240% 4 419,170 4.50% 81,783 FHLMC 3,750,000 1/1/2029 4.270% 4 778,970 4.79% 149,008 FHLMC 3,750,000 1/1/2029 4.270% 4 779,344 4.79% 149,079 FHLMC 2,715,000 1/1/2029 4.270% 4 569,194 4.83% 108,880 FHLMC 3,355,000 1/1/2029 4.270% 4 679,461 4.67% 129,973 FHLMC 2,125,000 3/1/2029 4.220% 5 486,411 5.09% 89,703
FHLMC 3,850,000 5/1/2029 4.240% 5 863,277 4.80% 153,505 FHLMC 3,245,000 5/1/2029 4.240% 5 693,276 4.58% 123,276 FHLMC 3,500,000 7/1/2029 4.180% 5 733,345 4.33% 125,894 U.S. Treasury
U.S. Treasury 10,535,000 10/31/2024 5.230% 0 91,703 3.71% 324,539 U.S. Treasury 11,015,000 5/15/2025 5.015% 1 399,259 4.85% 443,736 U.S. Treasury 10,805,000 7/31/2025 4.430% 1 475,244 4.81% 431,134 U.S. Treasury 4,340,000 8/31/2025 4.380% 1 22,911 0.53% 19,019 U.S. Treasury 4,635,000 8/31/2025 4.380% 1 127,045 2.74% 105,465 U.S. Treasury 4,550,000 9/30/2025 4.330% 1 33,005 0.67% 25,318 U.S. Treasury 1,100,000 9/30/2025 4.330% 1 9,571 0.80% 7,342 U.S. Treasury 5,010,000 10/31/2025 4.270% 1 45,194 0.77% 32,145 U.S. Treasury 6,930,000 10/31/2025 4.270% 1 63,063 0.78% 44,855 U.S. Treasury 4,250,000 11/30/2025 4.240% 1 56,552 1.07% 37,578 U.S. Treasury 4,635,000 11/30/2025 4.240% 1 159,449 2.75% 105,950 U.S. Treasury 1,040,000 12/31/2025 4.190% 1 6,294 0.45% 3,916 U.S. Treasury 500,000 12/31/2025 4.190% 1 2,883 0.43% 1,794 U.S. Treasury 3,735,000 12/31/2025 4.190% 1 44,238 0.89% 27,524 U.S. Treasury 2,400,000 1/31/2026 4.150% 1 27,398 0.80% 16,026 U.S. Treasury 5,775,000 1/31/2026 4.150% 1 104,283 1.27% 60,999 U.S. Treasury 5,000,000 1/31/2026 4.150% 1 131,565 1.85% 76,958 U.S. Treasury 7,980,000 1/31/2026 4.150% 1 334,077 2.95% 195,416 U.S. Treasury 3,210,000 2/28/2026 4.110% 1 33,723 0.70% 18,714 U.S. Treasury 6,000,000 2/28/2026 4.100% 1 103,638 1.15% 57,514 U.S. Treasury 4,645,000 2/28/2026 4.100% 1 191,637 2.76% 106,348 U.S. Treasury 4,925,000 3/31/2026 4.070% 2 67,695 0.87% 35,549 U.S. Treasury 2,480,000 3/31/2026 4.070% 2 29,744 0.76% 15,620 U.S. Treasury 1,405,000 5/31/2026 4.010% 2 21,324 0.87% 10,127 U.S. Treasury 4,615,000 5/31/2026 4.010% 2 222,723 2.76% 105,776 U.S. Treasury 4,800,000 5/31/2026 4.010% 2 251,066 2.99% 119,237 U.S. Treasury 4,640,000 8/31/2026 3.930% 2 255,209 2.75% 105,929 U.S. Treasury 4,310,000 9/30/2026 3.890% 2 248,398 2.77% 99,032 U.S. Treasury 4,545,000 11/15/2026 3.890% 2 301,974 3.01% 113,521 U.S. Treasury 9,220,000 2/15/2027 3.860% 2 647,053 2.85% 218,326 U.S. Treasury 910,000 3/31/2027 3.810% 3 94,752 4.03% 30,478 U.S. Treasury 6,480,000 4/30/2027 3.820% 3 503,540 2.92% 156,968 U.S. Treasury 5,545,000 6/30/2027 3.810% 3 469,616 2.99% 137,748 U.S. Treasury 1,200,000 8/15/2027 3.800% 3 117,188 3.30% 32,908 U.S. Treasury 2,985,000 8/15/2027 3.800% 3 300,039 3.40% 84,256 U.S. Treasury 8,775,000 10/31/2027 3.790% 3 1,086,954 3.91% 284,902 U.S. Treasury 2,715,000 10/31/2027 3.800% 3 327,621 3.81% 85,873 U.S. Treasury 3,160,000 10/31/2027 3.800% 3 363,114 3.63% 95,176 U.S. Treasury 4,250,000 12/31/2027 3.770% 3 535,462 3.78% 133,316 U.S. Treasury 3,450,000 1/31/2028 3.780% 3 431,976 3.66% 104,879 U.S. Treasury 2,220,000 1/31/2028 3.780% 3 266,983 3.52% 64,820 U.S. Treasury 1,120,000 2/29/2028 3.780% 3 168,271 4.29% 39,926 U.S. Treasury 2,825,000 2/29/2028 3.780% 3 419,985 4.25% 99,652 U.S. Treasury 2,675,000 3/31/2028 3.760% 4 349,708 3.65% 81,010 U.S. Treasury 2,555,000 3/31/2028 3.780% 4 319,682 3.49% 74,055 U.S. Treasury 2,810,000 4/30/2028 3.760% 4 371,075 3.60% 84,033 U.S. Treasury 5,190,000 4/30/2029 3.740% 5 1,107,291 4.57% 197,011 U.S. Treasury 4,190,000 5/31/2029 3.730% 5 858,578 4.31% 150,028 U.S. Treasury 1,430,000 5/31/2029 3.730% 5 291,827 4.30% 50,994 U.S. Treasury 2,920,000 6/30/2029 3.740% 5 624,837 4.43% 107,327 U.S. Treasury 2,105,000 7/31/2029 3.730% 5 398,096 3.85% 67,199 Commercial Paper
LMA Americas LLC 11,065,000 9/16/2024 5.280% 0 25,416 3.48% 319,609 Earnings to
Maturity
August 31, 2024
#5..
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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,
2025
Expected
Earnings to June
30, 2025
Earnings to
Maturity
August 31, 2024
Negotiable CD
Rabobank Nederland 3,500,000 7/17/2026 3.750% 2 333,679 5.08% 147,598 Corporate Note
JPMorgan Chase & Co 2,230,000 11/13/2025 4.520% 1 25,480 0.95% 17,586 Microsoft Corp 3,465,000 1/28/2026 4.440% 1 36,423 0.75% 21,429 Wells Fargo & Company 2,025,000 4/2/2026 6.190% 2 108,703 3.38% 56,886 Eli Lilly & Co 5,635,000 8/7/2026 4.390% 2 603,515 5.54% 259,016 Wal-Mart Stores Inc 3,000,000 8/8/2026 4.080% 2 124,256 2.14% 53,252 Bank Of America Co 3,750,000 8/18/2026 4.310% 2 407,283 5.53% 172,115 JPMorgan Chase & Co 2,560,000 11/21/2026 4.210% 2 246,530 4.33% 91,994 Toyota Motor Corp 3,500,000 12/8/2026 4.310% 2 406,210 5.11% 148,470 Citigroup Inc 850,000 12/8/2026 4.310% 2 99,398 5.15% 36,330 Morgan Stanley 365,000 1/15/2027 3.980% 2 17,219 1.99% 6,018 Adobe 3,000,000 2/6/2027 3.980% 2 296,432 4.06% 101,033 Deere & Company 3,610,000 9/14/2027 4.140% 3 456,058 4.16% 124,604 Apple Inc 1,535,000 2/24/2028 5.100% 3 274,449 5.13% 65,376 Eli Lilly & Co 1,220,000 4/15/2028 3.930% 4 174,663 3.95% 40,002 Bank Of America Co 5,200,000 5/10/2028 3.900% 4 754,636 3.93% 169,625 Blackrock Inc. 1,360,000 5/26/2028 4.950% 4 279,730 5.50% 62,139 Adobe 2,640,000 5/26/2028 4.950% 4 537,559 5.45% 119,414 Target Corp 1,165,000 7/14/2028 4.220% 4 224,778 4.98% 48,201 Microsoft Corp 495,000 7/14/2028 4.220% 4 88,953 4.64% 19,075 Home Depot Inc 895,000 7/14/2028 4.220% 4 163,848 4.73% 35,135 Deere & Company 1,130,000 8/10/2028 4.250% 4 227,090 5.09% 47,784 Pepsico Inc 2,800,000 9/11/2028 4.350% 4 597,350 5.29% 122,960 JPMorgan Chase & Co 5,650,000 9/29/2028 4.460% 4 1,338,426 5.80% 272,177 State Street Corporation 1,900,000 2/20/2029 4.880% 4 385,311 4.53% 71,450 Mastercard Inc 365,000 3/14/2029 4.170% 5 78,511 4.74% 14,365 Bristol-Myers Squibb Co 1,580,000 4/4/2029 4.190% 5 350,909 4.83% 63,402 The Bank Of New York Mellon Corporation 1,295,000 4/4/2029 4.190% 5 283,804 4.77% 51,278 Morgan Stanley 1,935,000 7/17/2029 4.040% 5 428,173 4.53% 72,845 Deere & Company 660,000 8/14/2029 4.150% 5 138,988 4.25% 23,280 Paccar Financial Corp 2,290,000 8/14/2029 4.150% 5 472,973 4.17% 79,221 Asset-Backed Securities
Citigroup Inc 6,669 12/15/2025 5.980% 1 30 0.34% 19
Gm Financial Securitized Term 220,565 1/15/2026 5.220% 1 1,310 0.43% 791 Discover Card Execution Note Trust 75,935 2/17/2026 5.570% 1 584 0.52% 331 Bank of America Auto Trust 131,653 5/15/2026 5.160% 2 1,671 0.75% 814 Toyota Motor Corp 775,000 9/15/2026 5.960% 2 9,243 0.58% 3,759 Honda Auto Receivables 835,000 12/8/2027 4.650% 3 142,955 5.23% 36,277 USAA Owners Trust 890,000 1/18/2028 4.700% 3 159,190 5.29% 39,056 Hyundai Auto Receivables 1,465,000 2/15/2028 4.850% 3 280,383 5.53% 67,265 American Express Co 2,220,000 2/18/2028 4.780% 3 416,973 5.42% 99,797 Chase Issurance 690,000 4/17/2028 4.660% 4 129,383 5.17% 29,587 Chase Issurance 3,015,000 5/15/2028 4.870% 4 624,099 5.58% 139,765 Carmax Auto Owner Trust 2,925,000 6/15/2028 4.750% 4 639,305 5.76% 139,963 Toyota Motor Corp 2,425,000 8/15/2028 4.840% 4 531,033 5.53% 111,352 Hyundai Auto Receivables 765,000 8/15/2028 4.430% 4 167,858 5.54% 35,198 Carmax Auto Owner Trust 3,090,000 9/15/2028 4.300% 4 655,286 5.24% 134,520 Kubota Credit Owners Trust 3,020,000 9/15/2028 4.340% 4 630,928 5.17% 129,520 Fifth Third Auto Trust 1,130,000 10/16/2028 4.490% 4 258,609 5.54% 51,996 Toyota Motor Corp 1,365,000 11/15/2028 4.300% 4 286,421 4.98% 56,464 Bank Of America Co 365,000 12/18/2028 4.430% 4 76,216 4.85% 14,709 Bank of America Auto Trust 3,390,000 1/16/2029 4.310% 4 683,650 4.60% 129,547 Municipal Securities
State Of California 600,000 11/1/2024 5.040% 0 698 2.79% 13,901 California State University 100,000 12/1/2024 5.320% 0 141 2.47% 2,052 Florida State Board of Administration Finance 510,000 5/15/2025 4.800% 1 3,171 1.24% 5,230 New Jersey Turnpike Authority 220,000 5/15/2025 4.800% 1 1,249 1.17% 2,137 University Of California 505,000 7/1/2025 4.770% 1 4,652 1.11% 4,637 Florida State Board of Administration Finance 1,295,000 7/1/2025 4.770% 1 13,570 1.26% 13,525 University Of California 505,000 1/1/2026 4.560% 1 7,069 1.05% 4,389 Overnight Investments 36,112,852 Varies Varies 4.31% 1,292,227 Totals (Main Portfolio) 470,037,352 44,302,525 3.54% 13,809,295 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. #5..
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Attachment 5
Issue Name / Type Trustee Bank Investment Total Amount
Instl Res Tre and Agny Cash Adv6541 $285,076.59
Financial Guaranty Insurance Pol $1.00
CAMP $2,126,448.31
Total $2,411,525.90
Instl Res Tre and Agny Cash Adv6541 $3,262,126.66
CAMP $5,260,579.64
Total $8,522,706.30
2018 Wastewater Refunding Bank of New York Fidelity Inv MM Trsy Only $1,159.48 Fairview Village Refunding US Bank First American Treasury Obligation Fund $446,760.05 Blackrock Federal Fund Instl 30 $1,543,769.37
CAMP $3,011,833.90
Total $4,555,603.27
Other Post Employment Benefits Section 115
Trust PARS HighMark Plus Moderate $1,712,882.76
Pension Section 115 Trust PARS HighMark Plus Moderately Conservative $2,983,821.19 Athens Administrators (New Third Party
Administrator - Worker's Compensation) Wells Fargo Bank $585,853.87 George Hills Company - General Liability Claims
Administration Services California Bank & Trust $61,421.47 Kemper Sports Management Inc. BMO Harris Bank Business Money Market $123,062.85 Stanislaus Community Foundation Modesto Commerce Bank Charles Schwab $815,832.50 Village One #2 Refunding Bank of New York
Cash with Fiscal Agent Investments
As of August 31, 2024
2008 Water Refunding COP Bank of New York
2008 Lease Revenue Bonds Bank of New York
#5..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

November 5, 2024
Date: October 15, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, Director of Parks, Recreation and Neighborhoods SUBJECT: Second Amendment to the Downy Park, NCWPCS MPL 26 – Year Sites Tower Holdings LLC, Cell Tower Site Lease Agreement
CONTACT: Ken Peterson, Acting Parks Planning and Development Manager, [email protected], 209-571-5573
DESCRIPTION:

Consider approving a Second Amendment to the Cell Tower Site Lease Agreement at Downey Park with NCWPCS MPL 26 - Year Sites Tower Holdings LLC, extending the maximum term of the Agreement through June 30, 2056. (Funding Source: Cell Tower Facility Rental Revenue) STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Areas of Focus: Quality of Life and Governance and Service Delivery.

BACKGROUND:

The City of Modesto partners with various cellular communication service providers by leasing city property for the placement and use of cell towers. These partnerships are a benefit to the residents of the City of Modesto by improving cellular service coverage throughout Modesto, improving coverage for the Federal Communications Commission mandated E9111 Services, and providing annual revenue to the City of Modesto to maintain the city park system.

On April 9, 1996, by Resolution No. 96-172, Council approved a 5-year lease agreement with NCWPCS MPL 26 - Year Sites Tower Holdings LLC, for approximately 700 square feet of ground space at Downey Park for the construction of the communication facilities. This agreement included five (5) extensions of five (5) years each, expiring June 7, 2026.

On January 1, 2003, the agreement was amended to increase the annual rent and to approve improvements on the property.
1 According to the Federal Communications Commission, “The FCC also requires wireless telephone carriers to provide 911 and E911 capability, where a Public Safety Answering Point (PSAP) requests it. Once it is implemented fully, wireless E911 will provide an accurate location for 911 calls from wireless phones.” - https://www.fcc.gov/general/9-1-1-and-e9-1-1-services
#6..
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City Council, November 5, 2024
Second Amendment to the Downy Park, NCWPCS MPL 26 – Year Sites Tower Holdings LLC, Cell Tower Site Lease Agreement

In 2022, NCWPCS MPL 26 - Year Sites Tower Holdings LLC notified the City of their interest in amending the existing lease agreement to provide long-term site security.

DISCUSSION:

To provide long-term security, the cell tower owner at Downey Park, NCWPCS MPL 26 - Year Sites Tower Holdings LLC, requests that the City provide a long-term extension to this contract.

This extension will give NCWPCS MPL 26 - Year Sites Tower Holdings LLC assurance that their large capital investment of costly communication equipment will be secure well beyond the current agreement’s expiration date. Additionally, this amendment will also provide some stability of a site that provides E911 services for the citizens of Modesto. Finally, this amendment will provide a fixed revenue source to the City for the next 30+ years.

Included in the Second Amendment to the Site Lease Agreement (attached) are the following notable changes:
1) Term extension: six (6) additional, five (5) year renewal terms which would extend the final contract expiration term to June 30, 2056, with an escalation rate of 3% annually. 2) Signing Bonus: A one-time payment of $12,500 will be paid by NCWPCS MPL 26 - Year Sites Tower Holdings LLC to the City withing sixty (60) days of the full execution of the Second Amendment. The funds will be utilized to purchase and install a security camera adjacent to the tower site that the Modesto Police Department will be able to monitor from the MPD Real-Time Crime Center.

Visually there is not expected to be any major impact to the park’s landscape because of this contract amendment. NCWPCS MPL 26 - Year Sites Tower Holdings LLC has done a good job maintaining the site in the past and there have been no recorded maintenance complaints at this site.

FISCAL IMPACT:

NCWPCS MPL 26 - Year Sites Tower Holdings LLC will continue to pay the City monthly rent according to the existing contract in the amount of $2,650.39. Over the remaining years of the current contract, the City will receive approximately $98,305 in revenue.

Revenue Projection for the remaining time of current cell tower lease agreement:

Park Operations and Maintenance (90%) $ 88,474
Administration and Contract Support (10%) $ 9,831
Total Estimated Revenue during remaining contract term $ 98,305 If approved, this amendment will provide new revenue to the City of approximately $1,653,428 over the full term of the amendment.

Additional Revenue Projection if this first amendment is approved:

Park Operations and Maintenance (90%) $1,488,085
Administration and Contract Support (10%) $ 165,343
Total Estimated Revenue during remaining contract term $1,653,428 Ten percent (10%) of the monthly revenue will be deposited into the Parks, Recreation and Neighborhoods Department’s Parks Planning and Development Division’s revenue account # 0100-32020-46002 for administration, and the remaining 90% of the revenue will be deposited #6..
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City Council, November 5, 2024
Second Amendment to the Downy Park, NCWPCS MPL 26 – Year Sites Tower Holdings LLC, Cell Tower Site Lease Agreement

into the Park Operations and Maintenance Division Revenue Account # 0100-35220-43690 and will offset the General Fund expense of parks maintenance.

No budget adjustment is required currently. Staff will budget the estimated cell tower revenue to the operating budget during future annual budget processes.

CEQA/NEPA REQUIREMENTS:

The approval of this agreement is exempt from CEQA because it is an administrative action.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Second Amendment to the Cell Tower Site Lease Agreement at Downey Park with NCWPCS MPL 26 - Year Sites Tower Holdings LLC, extending the maximum term of the Agreement through June 30, 2056, and authorizing the City Manager, or his designee, to execute the Amendment.

Approved by:

Jeremy Rogers, Director of Parks, Recreation and
Neighborhoods
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Amendment No. 2 Site Lease Agreement

3. Memorandum of Lease for Amendment No. 2

4. First Amendment to Cell Tower Agreement

5. Original Cell Tower Agreement
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11/05/2024/PRN/KPeterson/Item XX 1 2024-XXX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING A SECOND AMENDMENT TO THE CELL

TOWER SITE LEASE AGREEMENT AT DOWNEY PARK WITH NCWPCS
MPL 26 - YEAR SITES TOWER HOLDINGS LLC, EXTENDING THE
MAXIMUM TERM OF THE AGREEMENT THROUGH JUNE 30, 2056, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AMENDMENT
WHEREAS, the City of Modesto partners with various cellular service providers by leasing city property for cell towers; and
WHEREAS, these partnerships are a benefit to the residents of the City of Modesto by improving cellular service coverage throughout Modesto, improving coverage for the FCC mandated E911 Services; and
WHEREAS, on April 9, 1996, by Resolution No. 96-172, approved a 5-year lease agreement with NCWPCS MPL 26 - Year Sites Tower Holdings LLC, for approximately 700 square feet of ground space at Downey Park for the construction of the communication facilities, which included five (5) extensions of five (5) years each, expiring June 7, 2026; and
WHEREAS, the agreement was amended on January 1, 2003, to increase the annual rent and to approve improvement on the property; and WHEREAS, in 2022, NCWPCS MPL 26 - Year Sites Tower Holdings LLC notified the City of their interest in amending the existing lease agreement to provide long-term site security; and
WHEREAS, the two parties have reach an agreement on terms for an amendment, extending the lease agreement; and
WHEREAS, the amendment includes the following terms:
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11/05/2024/PRN/KPeterson/Item XX 2 2024-XXX
1) Term extension: six (6) additional, five (5) year renewal terms which would extend the final contract expiration term to June 30, 2056, with an escalation rate of 3% annually.
2) Signing Bonus: A one-time payment of $12,500 will be paid by NCWPCS MPL 26 - Year Sites Tower Holdings LLC to the City withing sixty (60) days of the full execution of the Second Amendment.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Second Amendment to the Cell Tower Site Lease Agreement at Downey Park with NCWPCS MPL 26 - Year Sites Tower Holdings LLC, extending the maximum term of the Agreement through June 30, 2056.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Amendment, in a form approved by the City Attorney. #6..
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11/05/2024/PRN/KPeterson/Item XX 3 2024-XXX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 5th day of November, 2024, 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:

DIANA NAYARES-PEREZ, CMC,
City Clerk
APPROVED AS TO FORM:

BY: ___________________________
JOSE M. SANCHEZ, City Attorney
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Site Name: Coffee
Business Unit #: 845702
1 SECOND AMENDMENT TO

SITE LEASE AGREEMENT
THIS SECOND AMENDMENT TO SITE LEASE AGREEMENT (the “Second Amendment”) is made effective this ____ day of ______________, 2024 (“Effective Date”), by and between CITY OF MODESTO, a municipal corporation (hereinafter referred to as “Landlord”) and NCWPCS MPL 26 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through its Attorney In Fact, CCATT LLC, a Delaware limited liability company (hereinafter referred to as “Tenant”).

RECITALS
WHEREAS, Landlord and McCaw Communications of Modesto, Inc. (“Original Tenant”) entered into a Site Lease Agreement dated April 9, 1996, a memorandum of which was recorded in the official records of Stanislaus County, California (“Official Records”) on August 1, 1996 at Instrument No. 96-0064806-00 (the “Original Agreement”) whereby Original Tenant leased certain real property, together with access and utility easements, located in Stanislaus County, California from Landlord (the “Premises”), all located within certain real property owned by Landlord (“Landlord’s Property”); and
WHEREAS, the Original Agreement was amended by that certain Lease Amendment No. 1 dated January 7, 2003 (“First Amendment”) (hereinafter the Original Agreement and First Amendment are collectively referred to as the “Agreement”); and WHEREAS, NCWPCS MPL 26 - Year Sites Tower Holdings LLC is currently the Tenant under the Agreement as successor in interest to the Original Tenant; and WHEREAS, the Premises may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto; and
WHEREAS, the Agreement had an initial term that commenced on June 14, 1996 and expired on June 30, 2001. The Agreement provides for five (5) extensions of five (5) years each, all of which were exercised by Tenant. According to the Agreement, the final extension expires on June 30, 2026; and
WHEREAS, Landlord and Tenant desire to amend the Agreement on the terms and conditions contained herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Landlord and Tenant agree as follows:

1. Recitals; Defined Terms. The parties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
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Site Name: Coffee
Business Unit #: 845702
2 2. Term. The second sentence of Section 2 of the Original Agreement, and only that sentence, is hereby deleted and the following is inserted in its place:

Tenant shall have the right to extend this Agreement for eleven (11) extensions of five (5) years each (each extension is referred to as a “Renewal Term”).

Landlord and Tenant hereby acknowledge that Tenant has exercised five (5) Renewal Terms, leaving a balance of six (6) Renewal Terms, with the final Renewal Term expiring on June 30, 2056.

3. Rent Escalations. Effective as of April 1, 2025 (the “Increase Date”), and on the anniversary of that date each year thereafter (each an “Adjustment Date”), the monthly Rent shall increase by an amount equal to three percent (3%) of the monthly Rent in effect for the month immediately preceding the Adjustment Date. Such Rent escalations shall replace and be in lieu of any Rent escalations currently in the Agreement, including the Rent escalation in Section 4(b) of the Original Agreement. For the avoidance of doubt, the monthly rent payable by Tenant as of the Effective Date is $2,650.39 per month.

4. Additional Rent. In addition to the Rent currently paid by Tenant to Landlord pursuant to the Agreement, as further consideration for the right to exclusively use and lease the Property, if, after full execution of this Second Amendment, Tenant subleases, licenses or grants a similar right of use or occupancy in the Premises to an unaffiliated third party not already a subtenant on the Property (each a “Future Subtenant”), Tenant agrees to pay to Landlord twentyfive percent (25%) of the rental, license or similar payments actually received by Tenant from such Future Subtenant (excluding any reimbursement of taxes, construction costs, installation costs, or revenue share reimbursement) (the “Additional Rent”) within thirty (30) days after receipt of said payments by Tenant. Tenant shall have no obligation for payment to Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non-payment of such rental, license or other similar payment by a Future Subtenant shall not be an event of default under the Agreement. Tenantshall have sole discretion as to whether, and on what terms, to sublease, license or otherwise allow occupancy of the Premises and there shall be no express or implied obligation for Tenant to do so. Landlord acknowledges that Landlord shall have no recourse against Tenant as a result of the failure of payment or other obligation by a Future Subtenant. Notwithstanding anything in this paragraph to the contrary, the parties agree and acknowledge that revenue derived from subtenants and any successors and/or assignees of such subtenants who commenced use and/or sublease of the Premises prior to execution of this Second Amendment shall be expressly excluded from the Additional Rent and Landlord shall have no right to receive any portion of such revenue.

5. Access. Consistently with Section 6(c) of the Original Agreement, Landlord shall provide Tenant ingress, egress, and access to the Premises, and the Antenna Facilities during the term of the Agreement.

6. Right of First Refusal. If Landlord receives an offer that it intends to accept from any person or entity that owns towers or other wireless telecommunications facilities (or is in the business of acquiring Landlord’s interest in the Agreement) to purchase fee title, an easement, a lease, a license, or any other interest in the Premises, or Landlord’s interest in the Agreement, or #6..
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Site Name: Coffee
Business Unit #: 845702
3 an option for any of the foregoing, Landlord shall provide written notice to Tenant of said offer, and Tenant shall have a right of first refusal to acquire such interest, including all of Landlord’s right, title and interest in the Agreement, on the same terms and conditions in the offer, excluding any terms or conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Tenant’s possessory or economic interest in the Premises.

Landlord’s notice shall include the prospective buyer’s name, the purchase price and/or other consideration being offered, the other terms and conditions of the offer, the due diligence period, and the proposed closing date. If the Landlord’s notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Tenant does not exercise its right of first refusal by written notice to Landlord given within thirty (30) days, Landlord may convey the property as described in the Landlord’s notice.

If Tenant declines to exercise its right of first refusal, then the Agreement shall continue in full force and effect and Tenant’s right of first refusal shall survive any such conveyance. Tenant shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Agreement or as part of an assignment of the Agreement. Such assignment may occur either prior to or after Tenant’s receipt of Landlord’s notice and the assignment shall be effective upon written notice to Landlord.

7. Survey. Tenant reserves the right, at its discretion and at its sole cost, to obtain a survey (“Survey”) specifically describing the Premises and any access and utility easements associated therewith. Tenant shall be permitted to attach the Survey as an exhibit to this Second Amendment and any related memorandum for recording, which shall update and replace the existing description, at any time prior to or after closing of this Second Amendment.

8. Conditional Signing Bonus. Tenant will pay to Landlord a one-time amount of Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) for the full execution of this Second Amendment, payable within sixty (60) days of the full execution of this Second Amendment (“Conditional Signing Bonus”). In the event that this Second Amendment (and any applicable memorandum of Agreement and/or amendment) is not fully executed by both Landlord and Tenant for any reason, Tenant shall have no obligation to pay the Conditional Signing Bonus to Landlord.

9. Representations, Warranties and Covenants of Landlord. Landlord represents, warrants and covenants to Tenant as follows:
a) Landlord is duly authorized to and has the full power and authority to enter into this Second Amendment and to perform all of Landlord’s obligations under the Agreement as amended hereby.
b) Tenant is not currently in default under the Agreement, and to Landlord’s knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by Tenant under the Agreement. c) Landlord agrees to provide such further assurances as may be requested to carry out and evidence the full intent of the parties under the Agreement as amended hereby, and ensure Tenant’s continuous and uninterrupted use, possession and quiet enjoyment of the Premises under the Agreement as amended hereby.
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Site Name: Coffee
Business Unit #: 845702
4 d) Landlord acknowledges that the Premises, as defined, shall include any portion of Landlord’s Property on which communications facilities or other Tenant improvements exist on the date of this Second Amendment.

10. Notices. Tenant’s notice address as stated in Section 15 of the Original Agreement is amended as follows:

If to Tenant:

NCWPCS MPL 26 - Year Sites Tower Holdings LLC
Legal Department
Attn: Network Legal
208 S. Akard Street
Dallas, TX 75202-4206
With a copy to:

CCATT LLC
Attn: Legal – Real Estate Department
2000 Corporate Drive
Canonsburg, PA 15317

11. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon execution of this Second Amendment and at such other times as may be reasonably requested by Tenant. In the event the Landlord’s Property is transferred, the succeeding Landlord shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in the rent to the new Landlord. Landlord’s failure to provide the IRS Form W-9 within thirty (30) days after Tenant’s request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments.

12. Counterparts. This Second Amendment may be executed in separate and multiple counterparts, each of which shall be deemed an original but all of which taken together shall be deemed to constitute one and the same instrument.

13. Remainder of Agreement Unaffected. In all other respects, the remainder of the Agreement shall remain in full force and effect. Any portion of the Agreement that is inconsistent with this Second Amendment is hereby amended to be consistent.

14. Recordation. Tenant, at its cost and expense, shall have the right to record a memorandum of this Second Amendment in the Official Records at any time following the execution of this Second Amendment by all parties hereto. In addition, Tenant shall have the right in its discretion, to record a notice of lease, affidavit or other form to be determined by Tenant without Landlord’s signature in form and content substantially similar to the memorandum, to provide record notice of the terms of this Second Amendment. [Signature pages follow]
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Site Name: Coffee
Business Unit #: 845702
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Site Name: Coffee
Business Unit #: 845702
6 Landlord and Tenant have caused this Second Amendment to be duly executed on the day and year first written above.

LANDLORD:

CITY OF MODESTO, a municipal
corporation
By:

Print Name:

Title:

Attest:

By: ____________________
DIANE NAYARES-PEREZ, CMC, City Clerk
Approved as to Form:

By: ____________________
JOSE M. SANCHEZ, City Attorney
Approved as to Risk Management form:

By: ____________________
MATTHEW BRALEY, ARM-PE, Risk Manager
[Tenant Execution Page Follows]
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Site Name: Coffee
Business Unit #: 845702
7 This Second Amendment is executed by Tenant as of the date first written above.

TENANT:

NCWPCS MPL 26 - YEAR SITES TOWER
HOLDINGS LLC, a Delaware limited
liability company
By: CCATT LLC, a Delaware limited
liability company
Its: Attorney In Fact
By:

Print Name:

Title:
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Site Name: Coffee Page 1
Business Unit #: 845702
Documentary Transfer Tax $ __________________
_____ Computed on full value of property
_____ Computed on full value less liens and
encumbrances remaining at time of sale
_____ Computed on full value of lease surpassing the
35 year term limit _______________
_____ Computed on leased area of the property
City of ______________ Unincorporated ___

Signature of Declarant or agent – Firm Name

PREPARED BY AND RECORDING
REQUESTED BY:

Weiss Brown, PLLC
6263 N. Scottsdale Rd., Suite 340
Scottsdale, AZ 85250
WHEN RECORDED MAIL TO:

NCWPCS MPL 26 - Year Sites Tower Holdings LLC
c/o Post Closing – Recording
8020 Katy Freeway
Houston, TX 77024
Space above this line for Recorder’s Use
A.P.N. 032-010-010-000 Prior recorded document(s) in Stanislaus County, California:

August 1, 1996 at #96-0064806-00

MEMORANDUM OF SECOND AMENDMENT TO

SITE LEASE AGREEMENT
This document is exempt from the $75 Building Homes and Jobs Act Fee (per Government Code §27388.1) because:
 Document is a transfer of real property subject to the imposition of transfer tax  Document is a transfer of real property that is a residential dwelling to an owner‐ occupier
 Document is recorded in connection with an exempt transfer of real property (i.e., subject to transfer tax or owner‐occupied). If not recorded concurrently, provide recording date and document number of related transfer document:

Recording date Document Number
 The $225 per transaction cap is reached
 Document is not related to real property
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Site Name: Coffee Page 2
Business Unit #: 845702
This Memorandum of Second Amendment to Site Lease Agreement is made effective this _____ day of ___________, 2024 by and between CITY OF MODESTO, a municipal corporation (hereinafter referred to as “Landlord”) and NCWPCS MPL 26 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through its Attorney In Fact, CCATT LLC, a Delaware limited liability company (hereinafter referred to as “Tenant”).

1. Landlord and McCaw Communications of Modesto, Inc. (“Original Tenant”) entered into a Site Lease Agreement dated April 9, 1996, a memorandum of which was recorded in the official records of Stanislaus County, California (“Official Records”) on August 1, 1996 at Instrument No. 96-0064806-00 (the “Original Agreement”) whereby Original Tenant leased certain real property, together with access and utility easements, located in Stanislaus County, California from Landlord (the “Premises”), all located within certain real property owned by Landlord (“Landlord’s Property”). Landlord’s Property, of which the Premises is a part, is more particularly described on Exhibit B attached hereto.

2. The Original Agreement was amended by that certain Lease Amendment No. 1 dated January 7, 2003 (“First Amendment”) (hereinafter the Original Agreement and First Amendment are collectively referred to as the “Agreement”).

3. NCWPCS MPL 26 - Year Sites Tower Holdings LLC is currently the Tenant under the Agreement as successor in interest to the Original Tenant.

4. The Agreement had an initial term that commenced on June 14, 1996 and expired on June 30, 2001. The Agreement provides for five (5) extensions of five (5) years each, all five (5) of which were exercised by Tenant (each extension is referred to as a “Renewal Term”).

According to the Agreement, the final Renewal Term expires June 30, 2026.

5. Landlord and Tenant have entered into a Second Amendment to Site Lease Agreement (the “Second Amendment”), of which this is a Memorandum, providing for six (6) additional Renewal Terms of five (5) years each. Pursuant to the Second Amendment, the final Renewal Term expires on June 30, 2056.

6. By the Second Amendment, Landlord granted to Tenant the right of first refusal under the following terms:

If Landlord receives an offer that it intends to accept from any person or entity that owns towers or other wireless telecommunications facilities (or is in the business of acquiring Landlord’s interest in the Agreement) to purchase fee title, an easement, a lease, a license, or any other interest in the Premises, or Landlord’s interest in the Agreement, or an option for any of the foregoing, Landlord shall provide written notice to Tenant of said offer, and Tenant shall have a right of first refusal to acquire such interest, including all of Landlord’s right, title and interest in the Agreement, on the same terms and conditions in the offer, excluding any terms or conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Tenant’s possessory or economic interest in the Premises. Landlord’s notice shall include the prospective buyer’s name, the purchase price and/or other consideration being offered, the other terms #6..
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Site Name: Coffee Page 3
Business Unit #: 845702
and conditions of the offer, the due diligence period, and the proposed closing date.

If the Landlord’s notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Tenant does not exercise its right of first refusal by written notice to Landlord given within thirty (30) days, Landlord may convey the property as described in the Landlord’s notice. If Tenant declines to exercise its right of first refusal, then the Agreement shall continue in full force and effect and Tenant’s right of first refusal shall survive any such conveyance. Tenant shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Agreement or as part of an assignment of the Agreement. Such assignment may occur either prior to or after Tenant’s receipt of Landlord’s notice and the assignment shall be effective upon written notice to Landlord.

7. The terms, covenants and provisions of the Second Amendment shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Landlord and Tenant.

8. This Memorandum does not contain the social security number of any person.

9. A copy of the Second Amendment is on file with Landlord and Tenant. [Execution Pages Follow]
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Site Name: Coffee Page 4
Business Unit #: 845702
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant have caused this Memorandum to be duly executed on the day and year first written above.

LANDLORD:

CITY OF MODESTO, a municipal corporation
By:

Print Name:

Title:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )
) ss:

COUNTY OF )
On ___________________, 2024 before me, ____________________________________ (insert name and title of the officer), personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public
[Seal]
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Site Name: Coffee Page 5
Business Unit #: 845702
TENANT:

NCWPCS MPL 26 - YEAR SITES TOWER
HOLDINGS LLC, a Delaware limited liability
company
By: CCATT LLC, a Delaware limited
liability company
Its: Attorney In Fact
By:

Print Name:

Title:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )
) ss:

COUNTY OF )
On ___________________, 2024 before me, ____________________________________ (insert name and title of the officer), personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public
[Seal]
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Site Name: Coffee Page 6
Business Unit #: 845702

EXHIBIT A
(Legal Description of Landlord’s Property)
Parcel B, Parcel 1 and Parcel 3, excepting that portion lying northeast of Brighton Road, as shown on Parcel Map recorded in Book 3 Page 121, recorded July 26, 1967, in Modesto County, California.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

November 5, 2024
Date: October 10, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: First Amendment to the Tesla Parking Lease
CONTACT: Marisol Navarro, Airport Manager [email protected] 209-577-5319 DESCRIPTION:

Consider approving the First Amendment to the Parking Lease with Tesla, Inc., of Austin, TX extending the term of the Agreement from October 31, 2024, to October 31, 2025, with two oneyear extension options. (Funding Source: Airport Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s Strategic Plan Area of Focus: “Economic Vitality”, retain and attract residential, commercial, and industrial development to meet the communities’ needs today and for the next generation; Goal E: “drive the success of a vibrant and economically sustainable business climate”.

BACKGROUND:

The Modesto City-County Airport (Airport) operates for the benefit of all businesses, industries, visitors and residents in the City of Modesto, Stanislaus County, and the surrounding areas. On, October 10, 2022, by approval of the City Manager, a parking lease agreement was entered between the City of Modesto, and Tesla, Inc., a Texas corporation (formerly a Delaware Corporation) with an expiration of October 31, 2024. Tesla agreed to lease 500 parking spaces located at the Modesto Airport in the amount of $80 per space per month. This agreement allows Tesla to exclusively use the premises for parking and/or storage of car, trucks, motorcycles and/or the storage of Tesla materials or equipment.

DISCUSSION:

This First Amendment with Telsa Inc, amends provisions of the original lease by extending the base term for a period of one year with two one-year extension options and the reduction of the premises from 500 parking spaces to 350 parking spaces. The rate per space would be $80 per month. Tesla would continue to have exclusive use of the assigned premises for parking and/or storage of car, trucks, motorcycles and/or the storage of Tesla materials or equipment. The reduction in spaces and assigned parking spaces are outlined within the first amendment’s Exhibit A. The First Amendment will be retroactive to November 1, 2024. #7..
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City Council, November 05, 2024
First Amendment to the Tesla Parking Lease

FISCAL IMPACT:

The Airport is an enterprise fund. This agreement generates $28,000 per month and $336,000 per year for the term of the agreement.

RECOMMENDED COMMITTEE ACTION:

Due to the urgency and upcoming expiration date of this agreement, this item was not presented to Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendment to the Parking Lease with Telsa Inc., a Texas Corporation (formally a Delaware Corporation) extending the term of the Agreement from October 31, 2024, to October 31, 2025, with two one-year extension options and authorizing the City Manager, or his designee, to execute the Amendment.

Approved by:

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

1. Resolution

2. First Amendment

3. Original Agreement
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11/05/2024/PW/MNavarro/Item X 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING THE FIRST AMENDMENT TO THE PARKING LEASE WITH TESLA INC., A TEXAS CORPORATION (FORMALLY A

DELAWARE CORPORATION) AND EXTENDING THE TERM OF THE
AGREEMENT FROM OCTOBER 31, 2024 TO OCTOBER 31, 2025 WITH TWO

ONE-YEAR EXTENSION OPTIONS AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT
WHEREAS, the City of Modesto operates the Modesto City-County Airport (Airport) for the benefit of all businesses, industries, visitors and residents in the City of Modesto, Stanislaus County and surrounding areas; and
WHEREAS, the Modesto City Council and the Stanislaus Board of Supervisors seek to ensure that the Airport is maintained and developed in such a manner that it will continue to be a high-quality aviation facility for its users and a good neighbor in the community, recognizing that both the users and community may change as the surrounding area continues to grow and develop; and
WHEREAS, on October 10, 2022, by approval of the City Manager, a parking lease was entered into between the City of Modesto, and Tesla Inc, a Texas Corporation (formerly a Delaware Corporation) with an expiration date of October 31, 2024; and WHEREAS, Tesla agreed to lease 500 parking spaces located at the Modesto Airport in the amount of $80 per space per month; and
WHEREAS, the First Amendment would extend the term of the agreement for one-year and provide an option for two one-year extensions; and WHEREAS, the First Amendment would reduce the used premises by 150 parking spaces; and
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11/05/2024/PW/MNavarro/Item X 2 2024-XX
WHEREAS, Tesla agrees to lease 350 parking spaces located at the Modesto Airport in the amount of $80 per space per month; and
WHEREAS, the proposed First Amendment is exempt from the Surplus Land Act pursuant to Government Code section 54221(d)(2).

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment to the Tesla parking Lease and extending the term of the Lease from October 31, 2024 to October 31, 2025 with two one-year extension options.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to execute the lease amendment 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 5th day of November, 2024, by Councilmember ? who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: _____________________________
JOSE M. SANCHEZ, City Attorney
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1 FIRST AMENDMENT TO PARKING LEASE
THIS FIRST AMENDMENT TO PARKING LEASE (“First Amendment”) is entered into as of the date this First Amendment is fully executed by the parties as set forth below (the “Amendment Effective Date”), by and between THE CITY OF MODESTO, a California municipal corporation, whose address is 1010 10th Street, Modesto, CA, 95354, P.O. Box 642 (“Landlord”), and TESLA, INC., a Texas corporation (formerly a Delaware corporation), whose address is 1 Tesla Road, Austin, TX 78725, Attn: RE Legal/Lease Administration (“Tenant”).

Landlord and Tenant are referenced herein individually as a “Party” or collectively as the “Parties.”

RECITALS
WHEREAS, Landlord and Tenant are Parties to that certain Parking Lease dated as of October 4, 2022 (the “Lease”), pursuant to which Landlord leases to Tenant Five Hundred (500) full-size parking spaces on the asphalt paved parking area at the property located at 617 Airport Way, Modesto, CA 95354, as more particularly described in the Lease (the “Premises”).

WHEREAS, the Lease by its terms shall expire on October 31, 2024 (the “Current Termination Date”), and the Parties desire to reduce the Premises, extend the term of the Lease (the “Base Term”), and modify and amend certain other provisions of the Lease, all on the following terms and conditions.

NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Extension. The Base Term is hereby extended for a period of one (1) year and shall expire on October 31, 2025 (the “Extended Expiration Date”), unless sooner terminated in accordance with the terms of the Lease and this Section. That portion of the Base Term commencing the day immediately following the Current Termination Date (the “Extension Date”) and ending on the Extended Expiration Date shall be referred to herein as the “Extended Term,” and unless the context clearly provides otherwise, from and after the Extension Date, references in the Lease to the “Base Term” shall be deemed to include the Extended Term. During the Extended Term, or any other extensions under this Section, either Landlord or Tenant may terminate this Lease upon ninety (90) days prior written notice to the other Party, for any reason or for no reason. Tenant shall have the option to extend the Base Term for two (2) additional terms of one (1) year each (“Renewal Term(s)”) with written notice to Landlord given no less than six (6) months prior to the expiration of the Extended Term or applicable Renewal Term. If Tenant exercises its option to extend for any Renewal Term(s), then Rent during each applicable Renewal Term shall be unchanged and shall be $28,000.00 per month (which is $80.00 per parking space per month).

2. Reduction of Premises. For the time period beginning on November 1, 2024, and continuing through October 31, 2025, the Premises shall be reduced from 500 spaces #7..
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2 to 350 full-size parking spaces on the asphalt paved parking area at the property located at 617 Airport Way, Modesto, CA 95354 (as depicted and marked in the attached Exhibit “A”). Beginning on November 1, 2024, the Exhibit “A” attached to the Lease shall be deleted and replaced with the Exhibit “A” attached to this First Amendment.

3. Rent. Beginning on November 1, 2024, and continuing thereafter through the Extended Term, Tenant will pay as Rent for the Premises the following:

Period
Monthly
Rent
11/1/2024 – 10/31/2025 $28,000.00 per
month (which is
$80.00 per
parking space
per month)

4. Insurance. The section of the Lease provision titled “Insurance” is hereby deleted in its entirety and replaced with the following:
“Tenant, at its sole cost, shall maintain commercial general liability insurance against claims for personal injury, bodily injury, death and property damage in or about the Premises with a liability limit in the amount of One Million and No/100 Dollars ($1,000,000.00) per occurrence, with a general aggregate limit of Three Million and No/100 Dollars ($3,000,000.00), insuring against liability of Tenant arising out of or in connection with Tenant’s use or occupancy of the Premises; provided, however these limits can be met through a combination of primary and excess policies of insurances. Tenant may self-insure and/or self-assume, in its discretion, for any insurance required to be carried by Tenant hereunder.”

5. Notices.

Tenant’s address for notices (including invoices) is:

Tesla, Inc.
1 Tesla Road
Austin, TX 78735
Attn: RE Legal / Lease Administration
TRT No. 45388
With a PDF Copy to:
[email protected]
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3 6. Miscellaneous.
a. This First Amendment sets forth the entire agreement between the Parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.
b. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. c. In the case of any inconsistency between the provisions of the Lease and this First Amendment, the provisions of this First Amendment shall govern and control. d. Capitalized terms used in this First Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this First Amendment.
e. Each signatory of this First Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the Party hereto for which such signatory is acting. This First Amendment shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns. f. This First Amendment may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument. This First Amendment may be executed in so-called “pdf” format and each Party has the right to rely upon a pdf counterpart of this First Amendment signed by the other Party to the same extent as if such Party had received an original counterpart. [SIGNATURES ARE ON FOLLOWING PAGE]
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4 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this First Amendment as of the Amendment Effective Date.

LANDLORD:

THE CITY OF MODESTO,
a California municipal corporation
By:

Print Name:

Its:

Date:

TENANT:

TESLA, INC.,
a Texas corporation (formerly a Delaware corporation)
By:

Print Name:

Its:

Date:
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5 EXHIBIT A

THE PREMISES
The Premises, consisting of 350 fullsize parking spaces on the asphalt paved parking area at the property
located at 617 Airport Way, Modesto,
CA 95354
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

November 5, 2024
Date: October 9, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with Eagle Aerial Solutions for WaterView SaaS CONTACT: Manuel Martinez, Acting Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider approving an Agreement with Eagle Aerial Solutions, of Irvine, CA for a WaterView Software as a Service (Saas) subscription for a total amount not to exceed $495,000 over five years. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

In 2009, California adopted the Water Conservation Act, which mandated the State achieve a 20 percent reduction in urban per capita water use by 2020. In 2018, new landmark water conservation legislation was signed into law: Assembly Bill (“AB”) 1668 (Friedman) and Senate Bill (“SB”) 606 (Hertzberg). Together, AB 1668 and SB 6061 lay out a new long-term water conservation framework for California.

To assist water professionals with meeting the efficiency and allocation requirements established under AB1668 and SB606, a water conservation and data management portal was developed by Eagle Aerial Solutions with input from California Water Efficiency Partnership (CalWEP). WaterView is a web-based water efficiency software to comply with AB 1668 and SB 606.

In 2023, the Water Services Division implemented a pilot program to collect data for 25% of residential service connections to evaluate WaterView and determine whether it could be a useful tool for assisting with regulatory compliance. Based on the results of the pilot, 1 out of 3 1https://www.waterboards.ca.gov/water_issues/programs/conservation_portal/california_statutes.html#h20_conserv_ drought_planning
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City Council, November 5, 2024
Agreement with Eagle Aerial Solutions for WaterView SaaS

customers within the Modesto Contiguous system is above their allocation of water. WaterView can identify water use trends and over allocation users by continually calculating water use efficiency (per state standards) across the residential service area and supplies the agency with detailed data and water use analytics.

DISCUSSION:

The WaterView SaaS technology and service has been demonstrated to provide significant data that will assist the Water Division in maintaining regulatory compliance with State requirements, meet the efficiency and allocation requirements established by AB 1668 and SB 606, avoid significant fines and penalties, and will allow the City’s Conservation program to focus its efforts on outreach in areas that consistently exceeded the State’s mandated allocation requirements.

This software combines multiple sets of data (daily ET readings, parcel data, demographic data, irrigated landscape square footage, household size, etc.) allowing precise conservation efforts for the City and our customers.

Starting in 2027, Water districts, agencies and providers will be fined $1,000 per day during non-drought years and $10,000 per day during declared drought emergencies for not remaining in compliance with allocation requirements. The Water Division intends to expand the pilot program with Eagle Aerial Solutions to create a highly effective and proactive Water Conservation campaign and outreach program, which will also aid the City with mandatory reporting requirements helping to avoid regulatory compliance fines and penalties.

This was presented to the Technology Steering and Alignment Committee (TSAC) on April 25, 2024, and a motion was made to submit this item to Council for approval. An authorization to purchase and bid waiver application was also submitted explaining the sole source nature of this service subscription provided by Eagle Aerial Solutions, and it was approved by the Purchasing Manager and Director of Finance.

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, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Eagle Aerial Solutions is the sole proprietor of the WaterView software and processes. Therefore, staff recommends the WaterView Software SaaS of this Agreement to Eagle Aerial Solutions should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Eagle Aerial Solutions is the Sole Provider of this Software.

FISCAL IMPACT:

The anticipated cost of $495,000 to expand this project will be absorbed within the Utilities Department, Water Fund budget as a Non-Capital Project: 101580 (Water Use Compliance Software).
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City Council, November 5, 2024
Agreement with Eagle Aerial Solutions for WaterView SaaS

Year 1 Year 2 Year 3 Year 4 Year 5 Contract
Total
Discounted Subscription Fee: $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 450,500 One Time Fee:

WaterView set up, to be finalized
after consultation with IT
(Pricing after $4,500 discount
from pilot program)
$ 19,500 $ 19,500
One Time Fee:

CII Roadmap Meter Analysis $ 10,000 $ 10,000
Additional Parts and Services
(as needed): $ 15,000 $ 15,000
Total: $ 134,600 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 495,000 COMMITTEE RECOMMENDATION:

This item was considered by the Economic Development Committee at the October 7, 2024, meeting where it was recommended that it be forwarded to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Agreement with Eagle Aerial Solutions, of Irvine, CA for the WaterView SaaS for a five-year Agreement, for an initial cost of $134,600 and an estimated annual amount of $90,100, for a total amount not to exceed $495,000 over five years; and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

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

1. Resolution

2. Agreement No. 279638 – Eagle Aerial Solutions

3. Bid Waiver and Sole Source

4. Exhibit B – Waterview and CII Road Map for the City of Modesto Water Division

5. Financial Interest Disclosure Form
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11/05/2024/Utilities/WWong/Eagle Aerial Solutions 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING THE AGREEMENT WITH EAGLE AERIAL
SOLUTIONS, OF IRVINE, CA FOR THE WATERVIEW SAAS FOR A FIVEYEAR AGREEMENT, FOR AN INITIAL COST OF $134,600 AND AN ESTIMATED ANNUAL AMOUNT OF $90,100, FOR A TOTAL AMOUNT NOT TO EXCEED $495,000 OVER FIVE YEARS; AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, in 2009, California adopted the Water Conservation Act, which mandated the State achieve a 20 percent reduction in urban per capita water use by 2020; and
WHEREAS, in 2018, new landmark water conservation legislation was signed into law: Assembly Bill (AB) 1668 (Friedman) and Senate Bill (SB) 606 (Hertzberg).

Together, AB 1668 and SB 606 lay out a new long-term water conservation framework for California; and
WHEREAS, to assist water professionals with meeting the efficiency and allocation requirements established under AB 1668 and SB 606, a water conservation and data management portal was developed by Eagle Aerial Solutions with input from California Water Efficiency Partnership (CalWEP); and
WHEREAS, in 2023, the Water Services Division implemented a pilot program to collect data for 25% of residential service connections in order to evaluate WaterView and determine whether or not it could be a useful tool for assisting with regulatory compliance; and
WHEREAS, based on the results of the pilot, 1 out of 3 customers within the Modesto Contiguous system is above their allocation of water; and #8..
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11/05/2024/Utilities/WWong/Eagle Aerial Solutions 2 2024-XX WHEREAS, WaterView can identify water use trends and over allocation users by continually calculating water use efficiency (per state standards) across the residential service area and supplies the agency with detailed data and water use analytics; and WHEREAS, the WaterView SaaS technology and service has been demonstrated to provide significant data that will assist the Water Division in maintaining regulatory compliance with State requirements, meet the efficiency and allocation requirements established by AB 1668 and SB 606, avoid significant fines and penalties, and will allow the City’s Conservation program to focus its efforts on outreach in areas that consistently exceeded the State’s mandated allocation requirements; and WHEREAS, starting in 2027, Water districts, agencies and providers will be fined $1,000 per day during non-drought years and $10,000 per day during declared drought emergencies for not remaining in compliance with allocation requirements; and WHEREAS, this was presented to the Technology Steering and Alignment Committee (TSAC) on April 25, 2024, and a motion was made to submit this item to Council for approval; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, MMC Section 8-3.204 (b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process; and WHEREAS, Eagle Aerial Solutions is the sole provider of the WaterView SaaS, all related components, software, and processes. Therefore, this purchase qualifies for exemption from the formal bidding procedure.
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11/05/2024/Utilities/WWong/Eagle Aerial Solutions 3 2024-XX NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Agreement with Eagle Aerial Solutions, of Irvine, CA for the WaterView SaaS for a five-year Agreement, for an initial cost of $134,600 and an estimated annual amount of $90,100, for a total amount not to exceed $495,000 over five years.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement, attached hereto as Exhibit 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 5th day of November, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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1 ANNUAL AGREEMENT NO 279638

FOR WATERVIEW SOFTWARE AND MAPPING SERVICES

EAGLE AERIAL SOLUTIONS
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ______________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Eagle Aerial Solutions, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024 -______ authorizing an agreement for WaterView Software and Mapping Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR is the sole manufacturer and service provider for Waterview Software and Mapping Services, and
WHEREAS, the CONTRACTOR shall provide services to the CITY as defined in the “Waterview and CII Road Map for the City of Modesto Water Division” proposal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and #8..
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2 WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the furnishing of Waterview Software and Mapping Services as described in the “Waterview and CII Road Map for the City of Modesto Water Division” proposal attached herto as Exhibit “B” made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $90,100. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $495,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on the “Waterview and CII Road Map for the City of Modesto Water Division” proposal attached hereto as Exhibit B. #8..
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3 AGREEMENT PRICING
Year 1 Year 2 Year 3 Year 4 Year 5 Contract
Total
Discounted Subscription fee: $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 450,500 One time fee:

WaterView set up, to be finalized
after consultation with IT
(Pricing after $4,500 discount from
pilot program) $ 19,500 $ 19,500
One time fee: CII Roadmap Meter
Analysis $ 10,000 $ 10,000
Contract Year Totals: $ 119,600 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 480,000 Additional Parts and Services as
needed: $ 15,000
Grand Total with Contingency: $ 495,000

2. CITY REPRESENTATIVE:

CITY Representative is: Manuel Martinez, Acting Water Division Manager, 209-342-4592, [email protected]
Purchasing Representative: Melvin Rosal, Buyer, 209-577-5420, [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR CONTACT:

Wayne Tate, 714-343-2737, [email protected]

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of five (5) years.

Year 1: November, 5, 2024 through November, 4 2025
Year 2: November, 5, 2025 through November, 4 2026
Year 3: November, 5, 2026 through November, 4 2027
Year 4: November, 5, 2027 through November, 4 2028
Year 5: November, 5, 2028 through November, 4 2029
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4 Pricing as set forth in Section 1.e. above shall remain firm for the five (5) years of the AGREEMENT.

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limity shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease. d. Technology Professional Liability or Errors and Omission or Cyber Liability: Insurance with a minimum limit of $2,000,000 per claim and a $2,000,000 policy aggregate. If coverage is on a claims-made basis, it shall be maintenance for at least three (3) years following completion of work.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a #8..
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5 new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

The CITY, its agents, officers, officials, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

The Workers' Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, officials, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY.

The CONTRACTOR’s insurance policy(ices) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY’s Risk Manager.

For any claims related to this AGREEMENT, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its agents, officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by CITY, its agents, officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

6. PAYMENT:

CONTRACTOR shall invoice CITY annually at the beginning of each agreement term (Year 1 through Year 5), as described in Section 4, above in exchange for services provided by CONTRACTOR hereunder. All invoices shall be paid in full the following payment terms within 45 days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay #8..
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6 CONTRACTOR via Net 45 Days via manual check. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
• This AGREEMENT number 279638
• CITY department/division name and address: Water Division, 4240 Litt Rd., Modesto, CA 95357 • Billing period: Agreement Term
• Service hours worked day and week
• Unit price, extended price, sales tax and total

7. DELIVERY OF WATER USAGE AND RELATED DATA: COMMENCEMENT OF CONTRACT:

As soon a reasonably possible, CITY shall deliver to CONTRACTOR current residential customer water use data for all water customers within the CITY. This delivery of data shall be made no later than twenty-one (21) days after execution of this Agreement (the “Required Delivery Date”). CONTRACTOR will then seek to load such data into the WaterView application as soon as reasonably possible. This process might require corrections, standardizations and re-arrangement of the data by CONTRACTOR in order for it to be in the form required by the WaterView application. CITY understand that some data may be in a form or condition that cannot be adequately corrected, standardized or re-arranged in order to use in the WaterView Application. The commencement date of the subscription term of this Agreement shall be on the date that CONTRACTOR has loaded all of the water use data that can be adequately corrected, standardized or rearranged into the WaterView Application to allow CITY to begin making use of it (the “Operational Date”), provided, however, that if CITY has delivered the initial set of water use data to CONTRACTOR later than the Required Delivery Date, the start date of this subscription term shall be the date that is the number of days prior #8..
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7 to the Operational Date that is equal to the number of days that such data delivery was delayed beyond the Required Delivery Date.

8. USAGE RESTRICTIONS:

CITY will not (a) make the WaterView application available to, or use the WaterView application for the benefit of, anyone other than CITY or its employees, (b) sell, resell, license, sublicense, distribute, rent, or lease any portion of the WaterView application, (c) use the WaterView application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) interfere or disrupt the integrity or performance of the WaterView application or third-party data, (e) copy the WaterView application or any part, feature, function, or user interface thereof, (f) frame or mirror any part of the WaterView application, other than framing on CITY’s own intranets or otherwise for CITY’s own internal business purposes, or (g) access the WaterView application in order to build or enhance a competitive product or service.

9. FUTURE FUNCTIONALITY, UPDATES, AND BETA SERVICES:

CITY agrees that CONTRACTOR may make changes to the WaterView application over time for any reason, without limitation, and that CONTRACTOR may not continue to provide or support older versions of the WaterView application. We may invite CITY to try other WaterView applications and options to WaterView applications. Any such additional WaterView applications and options may be subject to additional or separate terms and fees.

10. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, #8..
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8 officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, employees, and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

11. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

12. ATTORNEYS’ FEES:

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

13. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. Waterview and CII Road Map for the City of Modesto Water Division proposal; c. Insurance Certificates;
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9 d. Contractor’s City of Modesto business license

14. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice.

Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

15. COMPLIANCE WITH ALL LAWS:
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11 CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

16. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

17. ASSIGNMENT OF RIGHTS:

The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY #8..
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12 makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

18. CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

19. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

20. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Eagle Aerial Solutions
Attn: Wayne Tate
3333 Michelson Drive, Suite 300
Irvine, CA 92612
714-754-7670
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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13 21. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

22. QUANTITIES:

No minimum or maximum is guaranteed or implied.

23. FUNDING:

All annual extensions are based upon continuous funding for that purpose by the City Council.

Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

24. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

25. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and #8..
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14 Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.
b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

26. CONTRACTOR LICENSES & PERMITS:

CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.

27. RECORDS:
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15 All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY, other than data used by CONTRACTOR under license from other vendors. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

28. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.

29. INDEPENDENT CONTRACTOR; NOT AGENT:

At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

30. DRUG FREE WORKPLACE:

CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded #8..
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16 a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

31. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

32. WAIVER:

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

30. HEADINGS NOT CONTROLLING:

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

34. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

35. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the quote, attached hereto as Exhibit B, are incorporated herein. In the event of a conflict between the quote and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement.

No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties. #8..
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17 36. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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18 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and Eagle Aerial Solutions has caused this Agreement to be duly executed. #8..
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D Other (requires detailed comments)
Comments:

Sole Source Letter and SOW are attached

NEW TECHNOLOGY PURCHASES
Does the new technology meet the criteria to be reviewed by the Technology Steering and Alignment Committee (TSAO)? Yes fil No Il
If yes, was It approved by this committee? Yes fil No Il Approval
Requester
Division Manager
Department Director
Chief Information Officer'
Buyer
Purchasing Manager
Director of Finance
Buyer Comments:

Name Signature
Manuel Martinez � William Wong - -
Melvin Rosal
Dianne Love
DeAnna Christensen
1 lnformatlQn technology (ll) purchases will require Chief lnfonnation Officer Signature Date
6/11/2024
1 ,e[ \ C \Q4
Revised 1/19/2024
Scotty Douglass Jun 14, 2024 Melvin Rosal (Jun 14, 2024 14:01 PDT) Melvin Rosal Jun 14, 2024 Dianne Love (Jun 17, 2024 09:00 PDT) Dianne Love Jun 17, 2024 Jun 17, 2024
Eagle Aerial Solutions, Waterview software, is proprietary software developed to comply with the State of California water legislation efficiency standards. #8..
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ATP and Bid Waiver - Eagle Aerial Solutions

06.12.24 Final Audit Report 2024-06-17
Created: 2024-06-14
By: Juana Lynch ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAAkdEuoAIp9fuJG0LnzjZOtpPhlLel2FC "ATP and Bid Waiver - Eagle Aerial Solutions 06.12.24" History Document created by Juana Lynch ([email protected]) 2024-06-14 - 7:02:01 PM GMT
Document emailed to Scotty Douglass ([email protected]) for signature 2024-06-14 - 7:05:43 PM GMT
Email viewed by Scotty Douglass ([email protected]) 2024-06-14 - 7:06:11 PM GMT
Document e-signed by Scotty Douglass ([email protected]) Signature Date: 2024-06-14 - 8:18:33 PM GMT - Time Source: server Document emailed to Melvin Rosal ([email protected]) for signature 2024-06-14 - 8:18:35 PM GMT
Email viewed by Melvin Rosal ([email protected])
2024-06-14 - 9:01:04 PM GMT
Document e-signed by Melvin Rosal ([email protected]) Signature Date: 2024-06-14 - 9:01:16 PM GMT - Time Source: server Document emailed to [email protected] for signature
2024-06-14 - 9:01:18 PM GMT
Email viewed by [email protected]
2024-06-17 - 3:56:34 PM GMT
Signer [email protected] entered name at signing as Dianne Love 2024-06-17 - 4:00:27 PM GMT
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Document e-signed by Dianne Love ([email protected]) Signature Date: 2024-06-17 - 4:00:29 PM GMT - Time Source: server Document emailed to DeAnna Christensen ([email protected]) for signature 2024-06-17 - 4:00:31 PM GMT
Email viewed by DeAnna Christensen ([email protected]) 2024-06-17 - 4:08:30 PM GMT
Document e-signed by DeAnna Christensen ([email protected]) Signature Date: 2024-06-17 - 4:09:13 PM GMT - Time Source: server Document emailed to [email protected] for signature 2024-06-17 - 4:09:15 PM GMT
Email viewed by [email protected]
2024-06-17 - 4:21:19 PM GMT
Juana Lynch ([email protected]) replaced signer [email protected] with Joseph P. Lopez ([email protected])
2024-06-17 - 4:25:43 PM GMT
Document emailed to Joseph P. Lopez ([email protected]) for signature 2024-06-17 - 4:25:43 PM GMT
Email viewed by Joseph P. Lopez ([email protected]) 2024-06-17 - 4:34:06 PM GMT
Document e-signed by Joseph P. Lopez ([email protected]) Signature Date: 2024-06-17 - 4:34:17 PM GMT - Time Source: server Agreement completed.
2024-06-17 - 4:34:17 PM GMT
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1 FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Bid Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Bidder less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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2 Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:

Wayne Tate
Paul Clark
James Skurzynski
Eagle Aerial Photography, Inc. dba Eagle Aerial Solutions Paul Clark, Co-Owner
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

November 5, 2024
Date: October 7, 2024
TO: City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Variable Frequency Drive Purchase Agreement
CONTACT: Manuel Martinez, Acting Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider approving an Agreement for the Purchase of Variable Frequency Drive Units to Wille Electric Supply Company, Inc. of Modesto, CA, for a total amount not to exceed $796,515 over five years. (Funding Source: Water Fund, Sewer Operations Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The Utilities Department, Water and Wastewater Divisions, uses variable frequency drive units (“VFDs”) to stabilize water pressure and wastewater flows in the City’s water and wastewater system. The Water Division has approximately one hundred and twenty-five (125) VFDs throughout the City. The Wastewater Division has approximately ninety-seven (97) VFD units in use throughout the Sutter and Jennings Treatment plants as well as sewer lift stations throughout the City.

VFDs are a crucial component of the City’s infrastructure. VFDs are used to control pump motors for domestic drinking water well pumps and sewer lift stations. In the City’s application, VFDs are used to match the load requirements by varying motor speeds to maintain water pressure and sewer pumping station levels that are a constant variable due to customer demand conditions.

VFDs can help reduce energy costs when compared to other motor controls because they only apply the necessary power to maintain a programmed setpoint. VFDs range in size from 10-HP to 250-HP, and depending on the size of the pump motor, the prices can range from $2,000 to $20,000 per unit.

On August 7, 2019, Council approved the award of bid and agreement for the purchase of variable frequency drive units for the Water and Wastewater Divisions to Wille Electric, Modesto, CA, for a two-year agreement with three one-year extension options for an estimated annual cost of $189,334 and a total amount not to exceed $946,670 over five years. #9..
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City Council Meeting, November 5, 2024
Variable Frequency Drive Purchase Agreement

On December 21, 2022, the City authorized the execution of a First Amendment to the purchase agreement extending the Year 4 option through August 6, 2024, revising rates for the Eaton Brand VFDs, and adding pricing for ABB brand VFDs.

On June 3, 2024, the City authorized the execution of a Second Amendment to the purchase agreement extending the termination date from August 6, 2024 to January 31, 2025.

DISCUSSION:

On April 3, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for the Purchase of VFDs. On May 31, 2024, the Purchasing Division issued Invitation for Bids (IFB) No. 2324-85, Purchase of VFDs, on the City’s PlanetBids public bidding website under various commodity codes1. Prospective bidders were notified online and via email of the bid opportunity. Twenty-four (24) companies downloaded the IFB document from PlanetBids.

On July 2, 2024, bids were formally opened by the City Clerk and broadcast via Microsoft Teams Livestream. Two (2) companies chose to respond, and one local bid was received. Based on providing the lowest responsive and responsible bid, City staff recommended to award the Purchase of VFDs to Wille Electric Supply Company, Inc. (“Wille Electric”) of Modesto, CA for a two (2) year agreement with three (3) one-year extension options, for an estimated annual amount of $150,000 and a total not to exceed $796,515 over five 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 follow formal bid procedures. An Award of Bid and Agreement for the Purchase of VFDs for Utilities with Wille Electric conforms to the Modesto Municipal Code because the City complied with formal bid procedures, and Wille Electric was the lowest responsive and responsible bidder.

FISCAL IMPACT:

The current VFD purchase agreement was authorized for $189,334 annually and not to exceed $946,670 over 5 years. Expenditures for VFD unit purchases over the past five years are listed below:

Contract Year Dates Expended
CY1 8/7/19 – 8/6/20 $ 10,879
CY2 8/7/20 – 8/6/21 0
CY3 8/7/21 – 8/6/24 0
CY4 8/7/22 – 8/6/23 $ 77,357
CY5 8/7/23 – 8/6/24 $ 12,988
Extension 1 8/7/24 – 1/31/25 0
Grand Total: $ 101,224
Historical spending trends are not a good indicator of when a VFD needs to be replaced. VFDs in harsh environmental conditions may last five years but can average ten years and up to 20 years maximum. VFDs vary depending on pump capacity. Due to a significant amount of equipment nearing the end of its useful life and because of the unpredictability of annual replacement needs, staff conservatively estimates up to $50,000 per year of VFD failures in Water and up to $100,000 per year for Wastewater. These estimates for Water and Wastewater are 1 91438 Electrical
93625 Electrical Equipment (Except Cable And Wires, And Lighting Fixtures) Maintenance And Repair 28500 Electrical Equipment and Supplies (Except Cable and Wire) #9..
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City Council Meeting, November 5, 2024
Variable Frequency Drive Purchase Agreement

based on the estimated current age of the existing VFDs, the criticalness of the pumps and the importance of bringing the pumps back online to insure minimal impacts to the ratepayers.

Expenditures are budgeted in the following funds:
 Wastewater Division: Sewer Operations Fund, 4210-44313  Water Division: Water Fund, 4100-45050
The table below contains projected spending for the next five years, with years one and two fixed and a five percent (5%) CPI increase annually in years three through five:

Contract
Year
Start
Date
End Date Water Wastewater CPI
Factor
Total
Year 1 2/1/2025 1/31/2026 $50,000 $100,000 - $150,000
Year 2 2/1/2026 1/31/2027 $50,000 $100,000 - $150,000
Year 3 2/1/2027 1/31/2028 $52,500 $105,000 5% $157,500
Year 4 2/1/2028 1/31/2029 $55,125 $110,250 5% $165,375
Year 5 2/1/2029 1/31/2030 $57,880 $115,760 5% $173,640
Total Not To Exceed Over Five Years $796,515
COMMITTEE RECOMMENDATION:

This item was considered by the Economic Development Committee at the October 7, 2024 meeting, where it was recommended to be forwarded to Council for approval.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Resolution approving the Award of Bid and Agreement for the Purchase of Variable Frequency Drive Units to Wille Electric Supply Company, Inc., Modesto, CA, for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $150,000 and a total amount not to exceed $796,515 over five (5) years and authorizing the Director of Finance, or her designee to execute the Agreement.

Approved by:

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

1. Resolution

2. Agreement

3. Exhibit B, Bid Submittal - Wille Electric

4. Exhibit C, IFB No. 2324-85

5. Cost Abstract, IFB No. 2324-85
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11/05/2024/UTL/MEchavarria/Item X 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING THE AWARD OF BID AND AGREEMENT FOR

THE PURCHASE OF VARIABLE FREQUENCY DRIVE UNITS TO WILLE ELECTRIC SUPPLY COMPANY, INC., MODESTO, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ESTIMATED ANNUAL AMOUNT OF $150,000 AND A TOTAL AMOUNT NOT TO EXCEED $796,515 OVER FIVE (5) YEARS AND AUTHORIZING THE

DIRECTOR OF FINANCE, OR HER DESIGNEE TO EXECUTE THE

AGREEMENT
WHEREAS, Utilities Department, Water and Wastewater Divisions, uses variable frequency drive units (“VFDs”) to stabilize water pressure and wastewater flows in the City’s water and wastewater system, and
WHEREAS, the Water Division has approximately one hundred and twenty-five (125) VFDs throughout the City, and the Wastewater Division has approximately ninetyseven (97) VFD units in use throughout the Sutter and Jennings Treatment plants as well as sewer lift stations throughout the City, and
WHEREAS, VFDs are a crucial component of the City’s infrastructure because they are used to control pump motors for domestic drinking water well pumps and sewer lift stations, and are essential to the continual and efficient functioning of both water and wastewater systems, and
WHEREAS, on April 3, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for the Purchase of VFDs, and WHEREAS, on May 31, 2024, the Purchasing Division issued Invitation for Bids (IFB) No. 2324-85, Purchase of VFDs on the City’s PlanetBids public bidding website under various commodity codes, and
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11/05/2024/UTL/MEchavarria/Item X 2 2024-XX
WHEREAS, on July 2, 2024, bids were formally opened in the City Clerk and broadcast via Microsoft Teams Livestream, two (2) companies chose to respond, and one local bid was received, 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. An Award of Bid and Agreement for the Purchase of VFDs for Utilities with Wille Electric Supply Company, Inc. conforms to the Modesto Municipal Code because the City complied with formal bid procedures, and Wille Electric was the lowest responsive and responsible bidder.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Award of Bid and Agreement for the Purchase of Variable Frequency Drive Units to Wille Electric Supply Company, Inc., Modesto, CA, for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $150,000 and a total amount not to exceed $796,515 over five (5) years.

BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to execute the Agreement.
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11/05/2024/UTL/MEchavarria/Item X 3 2024-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 5th day of November, 2024, 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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ANNUAL PURCHASE AGREEMENT NO 280084

FOR THE PURCHASE OF VARIABLE FREQUENCY DRIVE UNITS
WILLE ELECTRIC SUPPLY CO.

This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ________ day of _________, 2024, by and between the City of Modesto, a Municipal Corporation of the State of California, hereinafter called CITY, and Wille Electric Supply Co., a California corporation, hereinafter called VENDOR,
W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and Agreement for the Purchase of Variable Frequency Drive Units described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the Purchase of Variable Frequency Drive Units as described in IFB 2324-85, attached hereto as Exhibit “C” and made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of City, for a total of up to five (5) years.

YEAR ONE: FEBRUARY 1, 2025 THROUGH JANUARY 31, 2026
YEAR TWO: FEBRUARY 1, 2026 THROUGH JANUARY 31, 2027
YEAR THEE: FEBRUARY 1, 2027 THROUGH JANUARY 31, 2028
YEAR FOUR: FEBRUARY 1, 2028 THROUGH JANUARR 31, 2029
YEAR FIVE: FEBRUARY 1, 2029 THROUGH JANUARY 31, 2030
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2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $150,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $796,515.

B. Pricing during the AGREEMENT shall be as set forth in Attachment A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first two (2) years of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area.

Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least ninety (90) days prior to the annual anniversary date of the AGREEMENT.

3. CITY REPRESENTATIVE:

Utilities Department, Water Division: Tony Benns, Utilities Plant Operations Supervisor, [email protected], (209) 652-0002
Utilities Department, Wastewater Division: John Yarbrough, Utilities Electrical Supervisor, [email protected], (209) 652-1797
Purchasing Contact: Melvin Rosal, Buyer, [email protected], (209) 577-5420

4. VENDOR CONTACT:

Seth Neumann, Vice President, [email protected], (209) 527-6800

5. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

6. ORDERING: Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.

7. PAYMENT: All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected]. As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method, Net 45 Days via manual check.

8. AMENDMENTS: No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division.

9. TERMINATION:

A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within thirty #9..
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(30) days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

B. CITY may terminate this AGREEMENT for convenience upon thirty (30) days prior notice to VENDOR by CITY’s authorized employee.

10. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the agreement or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

11. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

12. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B.

Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice.

Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

13. CHANGES: A purchase order may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given, therefore.

14. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for ninety (90) days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a #9..
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particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

15. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.

16. TAX EXEMPTIONS: The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.

17. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party.

B. VENDOR shall hold the CITY and its agents, officers, officials, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, officials, employees, and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

18. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.

19. VENUE: Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

20. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

21. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and #9..
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employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

22. NOTICES: Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid addressed as follows:

CONTRACTOR: Wille Electric Supply Co.

P.O. Box 3246
Modesto, CA 95353
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

23. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

24. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.

25. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

26. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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Attachment A Pricing
Annual Purchase Agreement No 280084
Variable Frequency Drive Units
Manufacturer
/Brand Part Number Volt HP Unit of Measure Unit Price
ABB ACQ580-01-031A-2 240 5 Each $1,527.28
ABB ACQ580-01-046A-2 240 10 Each $1,916.75
ABB ACQ580-01-059A-2 240 15 Each $2,377.61
ABB ACQ580-01-088A-2 240 25 Each $3,582.99
ABB ACQ580-01-143A-2 240 50 Each $5,242.20
ABB ACQ580-01-023A-4 480 10 Each $1,455.06
ABB ACQ580-01-027A-4 480 15 Each $1,759.30
ABB ACQ580-01-044A-4 480 25 Each $2,884.37
ABB ACQ580-01-052A-4 480 30 Each $3,440.20
ABB ACQ580-01-065A-4 480 40 Each $4,252.92
ABB ACQ580-01-077A-4 480 50 Each $4,948.36
ABB ACQ580-01-096A-4 480 60 Each $5,402.20
ABB ACQ580-01-124A-4 480 75 Each $6,485.19
ABB ACQ580-01-156A-4 480 100 Each $7,469.37
ABB ACQ580-01-180A-4 480 125 Each $8,581.05
ABB ACQ580-01-240A-4 480 150 Each $11,165.82
ABB ACQ580-01-302A-4 480 200 Each $13,324.71
ABB ACQ580-01-363A-4 480 250 Each $15,335.22
Warranty
Warranty
Terms Description Volt
Is Certified
Start Up
Required
Unit of
Measure Unit Price
12 Months Standard Warranty Certified
Start Up 240 No Each $0.00
12 Months Standard Warranty Certified
Start Up 480 No Each $0.00
36 Months Extended Warranty Certified
Start Up 240 Yes Each $0.00
36 Months Extended Warranty Certified
Start Up 480 Yes Each $0.00
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IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-_______ adopted by the Council of the City of Modesto on the _____________ day of ___________________, 2024 and Wille Electric Supply Co. has caused this Agreement to be duly executed. #9..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
1 INVITATION FOR BIDS (“IFB”) NO. 2324-85
FOR

PURCHASE OF VARIABLE REEQUENCY DRIVE UNITS
BID OPENING: July 02, 2024 at 11:00 A.M.

CITY OF MODESTO CONTACT: Melvin Rosal, Buyer
E-MAIL ADDRESS: [email protected]
PHONE: (209) 577-5420
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
2 Table of Contents
NOTICE TO BIDDERS ............................................................................................................................. 3 CALENDAR OF EVENTS ........................................................................................................................ 5 CITY CONTACT ....................................................................................................................................... 5 PRECEDENCE........................................................................................................................................... 5 VIRTUAL BID OPENING......................................................................................................................... 6 GENERAL BID REQUIREMENTS .......................................................................................................... 7 BID SUBMITTAL CHECKLIST............................................................................................................. 15 BID FORM A – IFB ACKNOWLEDGEMENT.................................................................................. 16 BID FORM B – BIDDER COMPANY INFORMATION................................................................... 19 BID FORM C – PRICING SCHEDULE.............................................................................................. 21 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS.......................... 26 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 27 BID FORM F – FINANCIAL INTEREST DISCLOSURE................................................................. 29 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 31 BID FORM H – BIDDER COMPANY HISTORY STATEMENT .................................................... 32 BID FORM I – ADDENDA ACKNOWLEDGEMENT...................................................................... 33 BID FORM J – BIDDER WARRANTY STATEMENTS................................................................... 34 BID FORM K – SUBCONTRACTOR LIST......................................................................................... 35 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 36

1.1 SCOPE OF WORK:........................................................................................................................ 36

1.2 TECHNICAL SPECIFICATIONS:................................................................................................ 36

1.7 EQUIPMENT BROCHURE/SPECIFICATION SHEETS ............................................................ 42 SAMPLE AGREEMENT......................................................................................................................... 44 #9..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of Variable Frequency Drive Units equipment, materials, supplies and/or related services (the “Goods”) for the City of Modesto, Utilities Department, Water and Wastewater Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Goods pricing herein, and not separately charged to the City). Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid.

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to July 02, 2024 at 11:00 A.M., at which time Bids will be opened, read and recorded.

The opening of bids will not be physically open to the public but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

Bids will be received only at the address shown above, and prior to the time indicated. Any Bid received at or after said time and/or date, or at a place other than the stated address cannot be considered and will be returned to the Bidder unopened.

All Bids, whether delivered by an employee of the Bidder, U.S. Postal Service, courier or package delivery service must be received and time stamped at the stated address prior to the time designated.

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid.
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE FREQUENCY DRIVE UNITS
BID OPENING DATE: JULY 02, 2024 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: DELIVER/ COURIER TO:

CITY CLERK CITY CLERK

CITY OF MODESTO CITY OF MODESTO
P.O. BOX 642 1010 10TH STREET, SUITE 6600
MODESTO, CA 95353 MODESTO, CA 95354
The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

No Bidder may withdraw its Bid for a period of 120 days after the date set for the opening thereof. #9..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
5 CALENDAR OF EVENTS
Event Date
IFB Issued May 31, 2024
Written Questions Due via Email June 11, 2024
Addendum Issued (if required) June 18, 2024 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, July 02, 2024 Contract Award Approximately July, 2024

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted in writing via email to the City’s Purchasing Division contact named on the cover page of this IFB (“City Contact”) by the date listed in the CALENDAR OF EVENTS above. The City will respond to pertinent questions through issuance of an Addendum to be available to all Bidders. All contact between Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder. Notwithstanding the foregoing, information intentionally or un-intentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #9..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, July 02, 2024. The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure. • URL - https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDd kM2Mz%40thread.v2/0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c9976-189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984- 12cd4deaa705%22%7d
• Join Microsoft Teams Meeting (Click Here to Join Meeting) • +1 (469) 998-7409
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

B. CONFIDENTIAL BIDDER INFORMATION: It is the responsibility of the Bidders to identify information in their Bid submission that they may consider to be confidential under the California Public Records Act. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

C. BIDDER COSTS INCURRED IN RESPONDING TO IFB: All costs associated with the preparation and submission of a Bid shall be borne by the Bidder.

D. BIDDER EXCEPTIONS: All exceptions taken to this IFB and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form.

Failure to comply with this provision may deem the Bid as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or provision of Goods required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or provision of Goods with exceptions.

E. CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS: An agreement shall be awarded to the Bidder whose Bid most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

F. COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be signed wherever indicated and submitted to the City in the order listed ):
• Bid Form A – IFB Acknowledgement
• Bid Form B – Bidder Company Information
• Bid Form C – Pricing Schedule
• Bid Form D – Bidder Exceptions, Clarifications, Amendments • Bid Form E – Bidder Customer References
• Bid Form F – Financial Interest Disclosure
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8 • Bid Form G – Support of Local Vendors
• Bid Form H – Bidder Company History Statement
• Bid Form I – Addenda Acknowledgement Page (if applicable) • Bid Form J – Bidder Warranty Statements
• Bid Form K – Subcontractor List
Failure to furnish any of these documents may result in disqualification.

G. COMPLIANCE/NON-COMPLIANCE: If Bidder cannot comply with a specification requirement in this IFB, note on the Exception, Clarifications, Amendments form of the specification paragraph, your exception, and your recommendation. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Bidder is not in compliance with the specification, the Bid may be rejected.

H. PROPOSED PRICING FORMAT:
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required provision of Goods shall be included in Bid pricing, along with Bidder’s profit margin and any other cost factors.
• Unless otherwise stated, the Bidder agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials.
• Bidder shall use the pricing schedule provided in this IFB to present Bid pricing. No other form or format shall be accepted. Bid must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form.

I. AWARD OF BID:
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public #9..
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9 agencies within the State of California or if the bids received fail to meet the City’s requirements.
• The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality, technical specifications, and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

J. TERM OF AGREEMENT: The term of the agreement shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of the City, for a total of up to five (5) years.
• Pricing shall remain firm for the first two (2) years of the agreement, which may be awarded pursuant to this IFB.
• Price increases for subsequent agreement years, three, four and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, at least sixty (60) days prior to the annual anniversary date of the agreement to be effective for the subsequent year.

K. SUPPORT OF LOCAL VENDORS: Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code (MMC) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within 5% of the lowest Bid, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid or quote of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager. To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

L. INDEMNITY: The successful Bidder (the “Contractor”) will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of the Contractor, its agents, officers, employees, and #9..
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10 volunteers relating to or during the performance of its obligations under this Bid. Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the operation of City-owned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

M. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Bidder has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Bidder will complete the proposed provision of Goods for the compensation stated in any resultant agreement.
• Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Goods and all risks in connection therewith. • Bidder represents that it is fully qualified to perform the proposed provision of Goods in accordance with the terms of any resultant agreement within the time specified therein.

N. BID PROTEST AND APPEAL PROCEDURES: Bidders wishing to protest or appeal a contract award decision by the City of Modesto must follow the procedures provided in this section. Protests or appeals which are not submitted in accordance with these procedures will not be reviewed.

Definitions
For the purposes of these procedures: "Days" means working days in which City Hall is open for business, excluding holidays and weekends.
"Bid" includes the term "offer" or "proposal" as used in the context of formal, informal, or negotiated procurements.
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11 "Announced Decision" includes the term “Notice of Intent to Award Letter”. Once the City has issued an Announced Decision, the date noted will begin the time that a Bidder may lodge a protest.

Protest Procedures
• Only a Bidder who has actually submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Bidder may not rely on the bid protest submitted by another bidder but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses. • The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review.
• The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor;
b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based; d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
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12 a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

All protests to the Director of Finance shall either be delivered to:

City Clerk’s Office
Attn: Director of Finance
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

City Clerk’s Office
Attn: Deputy City Manager
1010 Tenth St. Suite 6600
Modesto CA 95354
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13 Or mailed to:

City Clerk’s Office
Attn: Deputy City Manager
PO Box 642
Modesto CA 95353
d. Appeal to City Council: Any protestor seeking to appeal to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal not later than ten days after the date of the Deputy City Manager's decision. The City Clerk will calendar the protest for Council hearing and give notice of the time and place of the hearing as provided in Modesto Municipal Code Sections 1-4.01 through 1-4.05. The City Council’s decision on the appeal shall be final.

All protest appeals to the City Council shall either be delivered to:

City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: City Council
PO Box 642
Modesto CA 95353
e. Optional Alternative Process for Protests of Procurement Actions Exceeding $250,000: A Bidder protesting procurements exceeding $250,000 shall comply with the procedures contained herein, except that in lieu of appeal to the Deputy City Manager a protestor may request that the protest be heard and decided at an administrative hearing.

A written request for administrative hearing shall be accompanied by a certified or cashier's check in the amount of $1,500, (except for protests of Federally Funded projects); The request for hearing shall include the specific grounds of the appeal. #9..
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14 The City of Modesto shall select and engage an impartial and qualified person to act as hearing officer in the pending protest. The protestor shall have the right to twice reject the selected hearing officer, provided that the City is notified of such rejection within three days of notice to protestor of the name of the hearing officer.

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. f. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto, and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #9..
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15 BID SUBMITTAL CHECKLIST

BID SUBMITTAL CHECKLIST
The Bidder shall provide a complete Bid in a sealed envelope by the required deadline on the Bid Opening Date. Failure to provide all the required documents may cause the Bid to be considered nonresponsive.

Bidder’s Bid must contain the following applicable elements completed and signed as described morefully herein. The following checklist is provided solely for Bidder’s use in reviewing the completeness of your submission:

COMPLETE BID ELEMENTS 
Bid Form A – IFB Acknowledgement
Bid Form B – Bidder Company Information
Bid Form C - Pricing Schedule
Bid Form D – Bidder Exceptions, Clarifications, Amendments Bid Form E – Bidder Customer References
Bid Form F - Financial Interest Disclosure
Bid Form G – Support of Local Vendors
Bid Form H – Bidder Company History Statement
Bid Form I - Addenda Acknowledgement
Bid Form J – Bidder Warranty Statements
Bid Form K - Subcontractor List
Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #9..
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16 BID FORM A – IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

This Bid Acknowledgement must be completed, signed by an authorized responsible officer or employee, dated and submitted with the Bid response. Obligations assumed by such signature will include the following:

1. Preparation of Bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing the Bid. (b) Quote price as specified in Bid. No alterations or changes of any kind shall be permitted to the Bid Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to Submit Bid: If you are not submitting a Bid but want to remain on the mailing list and receive future Bids, complete, sign and return this Bid Acknowledgement and state the reason you are not pricing.

3. Taxes and Freight Charges: (a) Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Bid. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid. (b) Bids are subject to acceptance by the City at any time within 45 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time. (c) A valid, contract based on the sample agreement attached to the IFB and the submitted bid shall be mailed, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such contract shall be a binding agreement without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un- #9..
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17 patented invention, article or appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Bidder’s expense.

7. Rights and Remedies of City for Default: (a) In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder, or send an invoice to the Bidder which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Bidder fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. (c) The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

8. Payment Terms and Methods: Bidder will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
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18 ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder’s pricing proposal hereunder.

Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this IFB.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

9. California Government Code Section 4552: In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods, materials, or services by the Bidder for sale to the purchasing body pursuant to the Bid. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Bidder.

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded under a contract or purchase order resulting from this Bid.

11. One “Inked” Signed Original Bids Document Required: Failure to furnish at least one “inked” signed original Bid document may result in disqualification. These must be accompanied by one copy and one electronic document recorded onto a USB storage device.

12. Minor Irregularities. The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Bid.

The undersigned acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to provide the Goods specified on behalf of the Bidder indicated in Bidder’s Bid Forms A through K, attached hereto and made a part hereof, for the pricing proposed on the Pricing Schedule.

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

Signature/Title/Date:
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19 BID FORM B – BIDDER COMPANY INFORMATION
A. Bidder Company Full
Legal Name
B. Bidder Company
Marketplace (or DBA)
Name
C. Type of Legal Entity: ___ Corporation, registered in ____________________ (State) ___ Limited Liability Company, registered in _________________(State) ___ Partnership, registered in ________________(State)
___ Sole Proprietorship, registered in ____________(State) ___ Other ___________________________________________(Describe) D. Headquarters Address
(Street Address, City,
State, Country, Postal
Code):

E. Website Address: www.___________
F. Contact Person Details: Name:

Title:

Phone (Office):

Phone (Mobile):

Mailing Address (Street Address, City, State, Postal Code):

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

K. Bidder Office Address
Closest to City of
Modesto (Street
Address, City, State,
Country, Postal Code):

L. City of Modesto
Business License
Number (note –
provide only if
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20 available now - - but
not required until any
contract begins):
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21 BID FORM C – PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Bidder to perform the required provision of Goods shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Bid Form D – Bidder Exceptions, Clarifications, Amendments.

Estimated Annual Quantity X Unit Price = Extended Price ***Bidder MUST provide a drive specification sheet for EACH drive that the bidder submits a bid for.***
240 Volt
ITEM DESCRIPTION & MFG PART#
Estimated
Annual
Quantity
UOM Unit Price Extended Price
Variable Frequency Drive Unit (5 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (10 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (15 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (25 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
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22 Variable Frequency Drive Unit (50 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Total Price (excluding sales tax): $_________________
480 Volt
ITEM DESCRIPTION & MFG PART#
Estimated
Annual
Quantity
UOM Unit Price Extended Price
Variable Frequency Drive Unit (10 HP)
ABB, ACQ580-01-026A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (15 HP)
ABB, ACQ580-01-033A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
2 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (25 HP)
ABB, ACQ580-01-046A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (30 HP)
ABB, ACQ580-01-062A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
2 Each
$____________/Ea $_________________
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23 Variable Frequency Drive Unit (40 HP)
ABB, ACQ580-01-073A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________ 3
Each
$____________/Ea $_________________
Variable Frequency Drive Unit (50 HP)
ABB, ACQ580-01-088A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (60 HP)
ABB, ACQ580-01-106A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (75 HP)
ABB, ACQ580-01-145A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (100 HP)
ABB, ACQ580-01-169A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (125 HP)
ABB, ACQ580-01-206A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
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24 Variable Frequency Drive Unit (150 HP)
ABB, ACQ580-01-246A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________ 4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (200 HP)
ABB, ACQ580-01-293A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
2 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (250 HP)
ABB, ACQ580-01-363A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
1 Each
$____________/Ea $_________________
Total Price (excluding sales tax): $_________________

WARRANTY INFORMATION
State the following below. If none, write in “0”.

STANDARD WARRANTY PERIOD: ___________ MONTHS
EXTENDED WARRANTY PERIOD: ___________ MONTHS
EXTENDED WARRANTY PRICE $________________
CERTIFIED START UP PRICING (240 VOLT): $____________
CERTIFIED START UP PRICING (480 VOLT): $____________
IS CERTIFIED START UP A CONDITION OF WARRANTY? (CHECK ONE) YES_____ NO _____ IS CERTIFIED START UP A CONDITION OF EXTENDED WARRANTY? (CHECK ONE) YES_____ NO _____ #9..
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25 Payment Terms:

Check which of the following payment terms/methodology Bidder accepts (a description of each can be found in Bid Form A – IFB Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing:_____ Choose by checking () here. If selected, for bid comparison purposes, Bidder’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: ________________________________
• Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing:
___ Choose by checking () here.

THE undersigned acknowledges receipt of the referenced IFB and any associated Addenda and offers to furnish the Goods specified, in accordance with the specifications, terms and conditions of this IFB and these Bid documents, for the pricing indicated on the Pricing Schedule.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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26 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s IFB package, sample agreement, and associate specifications are not encouraged and may cause Bidder to be considered not responsible and/or its Bid to be considered not responsive. Therefore, if no exceptions, clarifications or amendments are proposed by Bidder, it is preferred that Bidder so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Bidder may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Bid submission.

Nonetheless, Bidder may request Bid clarifications and exceptions below, if any, sign and submit with your Bid response.

Any requested exception, clarification or amendment may not be accepted and may deem the Bidder as non-responsive.

Item # Reference To: Description
Page # Section or
Paragraph #
Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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27 BID FORM E – BIDDER CUSTOMER REFERENCES
Bidder must provide a list of five current or former customers able to discuss prior experience with similar type of Goods and related services requested by the City in the above-referenced IFB. Bidder’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced IFB. Bidders failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Bidder’s performance record on services similar to that described in the above-referenced IFB. The City reserves the right to contact references other than those provided in Bidder’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:
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28 Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
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29 BID FORM F – FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Bid Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Bidder less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:
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30 First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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31 BID FORM G – SUPPORT OF LOCAL VENDORS
Notice Pursuant to Modesto Municipal Code section 8.3-206 - Should the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within five percent (5%) of the lowest Bid or quote, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager.

Notwithstanding the foregoing, award to the local Bidder must still be approved by the City Council as would have the typical award.

To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

This document is only required should the Bidder request to be considered for the Support of Local Vendor preference, and meets the criteria noted above.

Check here:

I declare I am a local business per the above criteria
Bidder Company Name:

City of Modesto Address (Street,
City, State, Postal Code:

City of Modesto Business License
Number:

Under penalty of perjury, the undersigned declares that the foregoing information is true and correct:

Print/Type Name:

Title:

Signature:

Date:
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32 BID FORM H – BIDDER COMPANY HISTORY STATEMENT
Bidder shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the Goods and related services described in this Invitation for Bids (IFB).

The Bidder’s company history overview statement shall be approximately one to three pages in length and inserted below:

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Company History Overview Statement Beginning Here:
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33 BID FORM I – ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the IFB period, Bidder is responsible for regularly checking the City of Modesto’s Planet Bid website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the IFB number listed on the Cover Page and in the header of each subsequent page of this IFB, and in any event, no later than the day prior to Bid opening. The changes identified in any addenda issued will modify this IFB and specifications. The addenda now become a part of this IFB and Bidder’s resultant Bid.

Signing the Bid on the signature portion thereof, the Bidder is acknowledging that the Bidder has confirmed that it has received all addenda issued for IFB, and has included costs for such in the Bid submitted. Failure to list and acknowledge all addenda numbers may cause Bidder’s Bid to be considered nonresponsive.

Do not attach any of the addenda to this sheet nor include them with the Bid.

If no addenda have been issued against this IFB solicitation, Bidder may write “Not Applicable” and return this Bid Form as part of its submission. Alternatively, Bidder may leave this Bid Form out of its submission.

But if any addenda have been issued by the City of Modesto this document is required to be completed and returned.

The Bid is submitted with respect to the changes to the IFB included in addenda numbers:

List All Addenda Numbers, Separated by Commas
(“,”):

Bidder Company Name:
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34 BID FORM J – BIDDER WARRANTY STATEMENTS
As a material part of its Bid, Bidder shall insert below a written statement detailing any materials and workmanship warranties, term and conditions in conformance with the specifications and requirements set forth in this IFB.

Notwithstanding any other provisions of this IFB, Bidder warrants that the Goods furnished under any contract or purchase order resulting from its Bid shall be on the most suitable grade and meet or exceed the standards set forth in this IFB. Such warranty shall include the following; performance, workmanship, labor, materials, and Bidder design or engineering contributions. If a defect is discovered in any item the Goods and related services covered in this Bid, Bidder shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

The drive manufacturing facility shall be ISO 9001 and 14001 certified. Please include certifications with warranty statement.

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Warranty Statement Beginning Here:
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35 BID FORM K – SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)

N/A N/A

N/A N/A

N/A N/A

N/A N/A

N/A N/A

N/A N/A

N/A N/A
Bidder Company Name:
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36 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.1 SCOPE OF WORK:

The City of Modesto, Utilities Department, Water and Wastewater Divisions, request the purchase and delivery of 240V and 480V ABB ACQ580 or equal; variable frequency drive (VFD) units, to control the motor speed of well and sewer pump stations. VFD units’ range in size from 10-hp to 250-hp, depending on the size of the motor. VFD units shall be ordered on an "as needed" basis, throughout the life of the agreement. Any reference to brand name is intended to be descriptive and not restrictive.

The specifications listed below describe an a-c adjustable speed sensor-less vector drive to control speed/torque on a National Electrical Manufacturers Association (NEMA) design B induction motor. The drive shall provide V/Hz sensor-less vector and flux vector modes of operation. Bidder shall submit pricing based on the specifications described in this bid document.

1.2 TECHNICAL SPECIFICATIONS:

A. Drive shall be a sensor-less vector a-c to a-c converter utilizing the latest Isolated Gate Bipolar Transistor technology. The drive shall employ a sensor-less vector inner loop torque control strategy that mathematically determines motor torque and flux. The drive shall also provide an optional operational mode for V/Hz or closed loop flux vector operation.

B. Drive shall be rated to operate from 3-phase power for 240V and/or 480V a-c, + 10 to -15 percent, 48 to 63 Hz. The drive efficiency shall be 98 percent or higher at full speed and load. An internally mounted a-c line reactor or d-c choke shall be provided to reduce input current harmonic content.

When d-c choke is utilized, it shall provide a minimum of 5 percent impedance.

C. The over-voltage trip level shall be a minimum of 30 percent over nominal, and the under-voltage trip level shall be a minimum of 35 percent under nominal.

D. Drive shall be furnished in a UL Type 1 listed enclosure, rated for operation at ambient temperatures between 32 to 122 degrees F, with relative humidity of less than 95 percent and no condensation.

E. The motor parameter identification, which is the self-calibration process of matching the motor to the VFD function, shall automatically define the motor equivalent circuit used by the sensor-less vector torque controller. Auto-tune function and 3rd relay output are required.

F. One independent ID Speed loop regulator shall be provided with an auto-tune function as well as manual adjustments.

G. Switching frequency shall be adjustable between 1 and 12 kHz. Drive shall automatically adjust to the highest switching frequency dependent upon drive temperature and load. #9..
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37 H. Drive shall be capable of starting into a rotating load (forward or reverse) and accelerate or decelerate to reference without safety tripping or component damage (flying start). Drive shall also be capable of flux braking at start to stop with a reverse spinning motor prior to ramp.

I. Drive shall have the ability to automatically restart after an over-current, over-voltage, undervoltage, or loss of input signal protective trip. The number of restart attempts, trial time, and time between reset attempts shall be programmable.

J. Drive shall have programmable "Sleep" and "Wake-up" functions to allow the drive to be started and stopped from the level of a process feedback signal.

K. Drive shall be equipped with three (3) programmable critical frequency lockout ranges to prevent the drive from operating the load continuously at an unstable speed.

L. KEYPAD
Drive shall be equipped with a front mounted operator control panel (keypad) consisting of backlit, alphanumeric and graphic display feature for Start/Stop, Local/Remote, Increase/Decrease and Help.

Soft-keys shall be provided, which change functionality depending upon the position within the parameter hierarchy.

1. All parameter names, fault messages, warnings and other information shall be displayed in English or English abbreviations to allow the user to understand what is being displayed without the use of a manual or cross-reference table.

2. Control panel shall provide a real time clock for time stamping events and fault conditions.

3. Control panel shall include a feature for uploading and downloading parameter settings to control panel memory from the control panel to the same drive or to another drive.

4. Drives throughout the entire power range shall have the same customer interface, including digital display and keypad, regardless of horsepower rating.

5. Keypad shall be removable and insertable when drive is operating, capable of remote mounting (without manufacturer specific cabling) and shall have its own non-volatile memory (no battery required).

6. The standard operator panel shall provide a start-up, maintenance and diagnostic assistant that guides a new user through initial start-up and commissioning of the drive, as well as provide indications for maintenance and help to diagnose a fault. #9..
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38 7. During normal operation, one line of the control panel shall display the speed reference, run/stop forward/reverse, and local/remote status. The remaining three (3) lines of the display shall be programmable to display the values of any three (3) operating parameters. Selections shall include:
a. Speed/torque in percent, rpm or user-scaled units
b. Output frequency, voltage, current and torque
c. Output voltage, power and kW-hours
d. Heat-sink temperature and d-c bus voltage
e. Status of discrete inputs and outputs
f. Values of analog input and output signals
g. Values of PID controller references, feedback and error signals M. Drive shall provide fault history, storing recent faults reported by the drive. In addition, the drive shall record the following parameters at the time of the fault:

1. Speed

2. Frequency

3. Voltage

4. Current

5. Torque

6. Digital Input Status
N. Input/Output shall describe the external wiring connections to control the VFD from a remote location or control panel.

O. Six (6) discrete inputs shall be independently programmable, so that each input can be assigned a function depending upon the City’s unique installation requirements for input function selections.

Inputs shall be designed for "dry contact" inputs used with either an internal or external 24 Vd-c source.

P. Three (3) form-C relay contact outputs independently programmable. The relays shall allow programming for VFD Ready, VFD Running, VFD Alarm, or VFD Fault as a minimum requirement. Relay contacts shall be rated to switch 8 A at 24 Vd-c or 0.4 A at 250 Va-c.

Q. Two (2) analog inputs, each selectable for 0 – 10 V or 4 – 20 mA, independently programmable.

Analog input signal processing functions shall include scaling adjustments, adjustable filtering and signal inversion.
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39 R. Two (2) analog outputs providing 4–20 mA signals. Outputs shall be independently programmable to provide signals proportional to output function selections including output speed, frequency, voltage, current and power. One (1) output for speed and one (1) for current.

S. Drive shall have an EIA-485 port standard. The standard protocol shall be Modbus.

T. Drive shall allow the Digital Distributed Control to control the drive’s digital and analog outputs via the serial interface. The serial communications interface shall allow for Digital Output (DO) "relay" control and Analog Output (AO) control. This control shall be independent of any drive function.

Examples of possible DO usage are as follows: Opening check-valves, opening discharge valves, starting auxiliary equipment, etc. In addition, status of the DO’s shall be available over the communications link. Examples of possible AO usage are as follows: Controlling a bypass valve position, throttling valve position, etc. In addition, status of the AO’s shall be available over the communications link.

U. Operator panel port shall be connectable to a personal computer interface. Microsoft© Windows based software shall be available for drive setup, diagnostic analysis, monitoring and control. The software shall provide real time graphical displays of drive performance.

V. For each programmed warning and fault protection function, the drive shall display a message in English or English abbreviations. The three (3) most recent fault messages along with time, current, speed, voltage, frequency and digital input status shall be stored in the drive fault history memory.

The last ten (10) fault names shall be stored in drive memory.

W. Drive shall include internal Metal Oxide Varistor for phase to phase and phase to ground line voltage transient protection.

X. Protection shall be provided for a-c line or d-c bus over-voltage at 130 percent of maximum rating or under-voltage at 65 percent of minimum rating and input phase loss.

Y. Drive shall possess a power loss ride through feature to allow the drive to remain fully operational after losing power. Kinetic energy can be recovered from the rotating mass of the motor and load.

Z. Stall protection shall be programmable to provide a warning or stop drive after the motor has operated above a programmed torque level for a programmed time limit.

AA. Over-temperature protection shall provide a warning if the power module temperature is less than 9 degrees F below the over-temperature trip level.
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40 BB. Input terminals shall be provided for connecting a motor thermistor Positive Temperature Coefficient to the drive protective monitoring circuitry. An input shall also be programmable to monitor an external relay or switch contact (klixon).

CC. Compliance with IEEE 519 – for harmonic analysis including total voltage and current harmonic distortion.

DD. Drive manufacturer shall provide calculations, specific to the installation, showing total harmonic current and voltage distortion at the Point of Common Coupling (PCC), to determine if the drive complies with IEEE 519. If the Total Harmonic current and voltage Distortion at the PCC exceeds required levels, the drive manufacturer shall recommend the additional equipment required to reduce the THD to an acceptable level.

1.3 GENERAL SPECIFICATIONS:

A. VFD Requirements:

1. VFD shall be variable torque

2. Drive shall have ability to switch frequency

3. Drive shall have a 5 percent line reactor

4. Overload current at 150 percent constant torque and 110 percent variable torque for one-minute

5. Output frequency shall be adjustable 0 – 320 Hz

6. Frequency resolution shall be 0.10 Hz

7. Initial output current shall be up to 250 percent for 2 seconds

8. Control method shall be frequency control V/f open loop or sensor-less Vector closed loop

9. Frequency reference shall be analog input or panel reference

10. Drive shall be able to adjust accelerator or deceleration 0 – 3,000 seconds

11. Multiple acceleration points / skip frequencies

12. Ambient operating temperatures 32 to 122 degrees F.

13. Analog input voltage 0 – 10 V, analog input current 0 – 20 or 4 – 20 mA

14. Six (6) digital inputs, positive or negative logic, 24 Vd-c

15. Auxiliary voltage 24 Vd-c, 250 mA maximum

16. Analog output 0 – 20 or 4 – 20 mA

17. Output reference voltage is 10 Vd-c, 10 mA maximum

18. Digital outputs open collector output 50 mA at 48 Vd-c

19. Three (3) digital outputs form-C relay auxiliary contacts, 8 A at 24 Vd-c and 0.4 A at 250 Va-c

20. Line leads and tee leads must terminate from the bottom of the VFD.

21. Drive shall have anti cavitation detection
B. VFD Warranty Protection:

1. Over current

2. Over voltage

3. Under voltage

4. Earth fault

5. Input phase supervision

6. Motor phase supervision
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41 7. Over temperature

8. Motor overload

9. Motor stall

10. Motor under load

11. Short circuit
C. Enclosure:

1. UL Type 1

1.4 QUALITY ASSURANCE:

A. The drive manufacturing facility shall be at minimum ISO 9001 and 14001 certified.

B. The drive and options shall be Underwriters Laboratories (UL) listed as a complete assembly. Drives that require the customer to supply external fuses for the drive to be UL listed are not acceptable. The base drive shall be UL listed for 100 kAic without the need for input fuses.

C. The drive shall comply at minimum with the Electromagnetic Compatibility Directive 89/336 EEC, Low Voltage Directive 73/23 EEC, and Machinery Directive 98/37 EC, in accordance with the European Union’s CE directive.

D. The drive shall comply at minimum with EMC product standard EN 61800-3 for First Environment restricted and Second Environment unrestricted distribution.

E. All printed circuit boards shall be completely tested and burned-in before being assembled into the completed drive. The drive shall then be subjected to a preliminary functional test, minimum one-hour burn-in and computerized final test. The burn-in shall be at 122 degrees F, at full rated load, or cycled load. Drive input power shall be continuously cycled for maximum stress and thermal variation.

F. The drive manufacturer shall have an analysis laboratory to evaluate the failure of any component. The failure analysis lab shall allow the manufacturer to perform complete electrical testing, x-ray components, and de-cap or de-laminate components and analyze failures within the component.

1.5 EXECUTION:

A. The drive manufacturer shall provide adequate drawings and instruction material to facilitate installation of the drive by electrical and mechanical tradespeople.

B. A certified factory authorized representative shall provide factory start-up for each drive delivered. A certified start-up form shall be filled out for each drive with a copy provided to the City, and a copy kept on file at the manufacturer’s facility.

C. Factory trained application engineering and service personnel that are thoroughly familiar with the drive products offered shall be locally available to assist the City in the installation of the drive unit. #9..
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42 D. The warranty shall include all parts, labor, travel time, insurance and expenses.

1.6 EQUIPMENT DEMONSTRATION:

The City may elect to have bidders provide a sales demonstration of one (1) of their VFD units, size of unit (horsepower) to be determined, and meet with a sales / marketing representative to discuss the features and functionality of the unit.

1.7 EQUIPMENT BROCHURE/SPECIFICATION SHEETS
Bidder shall furnish a copy of the manufacturer equipment brochure/specification sheet for each piece of equipment bid, which at a minimum shall include the following:
• Manufacturer’s technical specifications
• Certified for construction, dimensioned outline drawings • Wiring diagrams
• Installation, Operation and Maintenance Manuals, including parts list • Weight of unit(s)

1.8 WARRANTY STATEMENT
Bidder shall provide with bid a copy of the manufacturer’s warranty on all items bid. The warranty should include all parts, labor, travel time, insurance and expenses.

Notwithstanding any other provisions of this bid, bidder warrants that the materials, supplies, or other services furnished shall be of the most suitable grade and exactly as specified in this bid. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud, or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant order.

All materials, parts, labor, assemblies, and components shall be subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

The drive manufacturing facility shall be ISO 9001 and 14001 certified. Please include certifications with warranty statement.

1.9 DELIVERY:

Location: To be Determined at Time of Order
Days of Week: Monday through Thursday (excluding holidays) Delivery Hours: 8:00 A.M. to 3:00 P.M. or as specified by Division #9..
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43 1.10 DELIVERY REPORT:

The successful Bidder(s) shall provide Goods delivery reports upon City request. Reports shall include all Goods delivered during the time period requested. At a minimum the report shall include City Stock number, Manufacturer Stock number, Manufacturer nomenclature, quantity, unit price, extended price, and total price.

Reports shall be delivered to the following address or alternatively as requested by the Purchasing Division via email to the City of Modesto:

City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353

1.11 CONTRACTUAL CHANGES:

Changes of a contractual or business nature shall be effected only by written change to the contract by the City of Modesto, Purchasing Division.

1.12 CHARACTER OF WORKERS:

If any person employed by the Bidder fails or refuses to carry out the direction of the City Representative, or appears to be incompetent or acts in a disorderly or improper manner, that person shall be discharged immediately from the site on the request of the City Representative or Purchasing Manager, and such person shall not again work on any City site.

1.13 DELAY BY THE CITY:

Any act or omission of any kind by the City of Modesto, its officers, agents or employees, which causes the Bidder to delay in the provision of Goods and related services shall be grounds for extension of time on the part of the Bidder to complete the work, but shall give the Contractor no damages for such delay. #9..
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44 SAMPLE AGREEMENT
ANNUAL PURCHASE AGREEMENT – GOODS
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _________________, a _____________, hereinafter called VENDOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for the purchase of variable frequency drive units, materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of variable frequency drives units as described in IFB 2324-85, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of City, for a total of up to five (5) years.

Year One: MONTH DAY, 2024 THROUGH MONTH DAY, 2025
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45 Year Two: MONTH DAY, 2025 THROUGH MONTH DAY, 2026
Year Three: MONTH DAY, 2026 THROUGH MONTH DAY, 2027
Year Four: MONTH DAY, 2027 THROUGH MONTH DAY, 2028
Year Five: MONTH DAY, 2028 THROUGH MONTH DAY, 2029

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $_____________. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $_____________.

B. Pricing during AGREEMENT Year One and Two shall be as set forth in Attachment A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first two years of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12- month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.

3. CITY REPRESENTATIVE:

A. Utilities Department – Water Division: Name, Title, and Contact Information B. Utilities Department – Wastewater Division: Name, Title, and Contact Information C. Purchasing Representative: Melvin Rosal, Buyer, (209) 577-5420, [email protected]

4. VENDOR:

A. Name, Title, Contact Information

5. USAGE:

Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

6. ORDERING:

Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.

7. PAYMENT:

All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected].

As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or #9..
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PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
46 CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

8. AMENDMENTS:

No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division.

9. TERMINATION:

A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

B. CITY may terminate this AGREEMENT for convenience upon 30 days prior notice to VENDOR by CITY’s authorized employee.

10. INSPECTION:

All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder.

Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

11. RESPONSIBILITY:

Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

12. SHIPMENT:

Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge #9..
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PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
47 shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

13. CHANGES:

A purchase order may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.

14. WARRANTY:

Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for 90 days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

15. INSURANCE:

Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.

16. TAX EXEMPTIONS:

The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax.

Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.

17. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party.

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and #9..
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PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
48 employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

18. GOVERNING LAW:

This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.

19. VENUE:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

20. ATTORNEYS’ FEES:

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

21. LIMITATION OF LIABILITY:

The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

22. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid addressed as follows:

CONTRACTOR: __________________
__________________
__________________
__________________
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
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PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
49 Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

23. ASSIGNMENT:

Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

24. MISCELLANEOUS:

Time is of the essence in each and every provision of this AGREEMENT.

25. ENTIRE AGREEMENT:

This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control.

All previous bids, offers and communications relative to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

26. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
50 ATTACHMENT A PRICING
PURCHASE AGREEMENT NO.

VENDOR

CONTRACTUTAL PRICE LIST
240 VOLT
MANUFACTURER PART # ITEM/DESCRIPTION UOM UNIT PRICE
VFD, 240 VOLT, 5 HP EA $
VFD, 240 VOLT, 10 HP EA $
VFD, 240 VOLT, 15 HP EA $
VFD, 240 VOLT, 25 HP EA $
VFD, 480 VOLT, 50 HP EA $
240 VOLT CERTIFIED
START UP EA $
240 VOLT EXTENDED
WARRANTY COST EA $
480 VOLT
MANUFACTURER PART # ITEM/DESCRIPTION UOM UNIT PRICE
VFD, 480 VOLT, 10 HP EA $
VFD, 480 VOLT, 15 HP EA $
VFD, 480 VOLT, 25 HP EA $
VFD, 480 VOLT, 30 HP EA $
VFD, 480 VOLT, 40 HP EA $
VFD, 480 VOLT, 50 HP EA $
VFD, 480 VOLT, 60 HP EA $
VFD, 480 VOLT, 75 HP EA $
VFD, 480 VOLT, 100 HP EA $
VFD, 480 VOLT, 125 HP EA $
VFD, 480 VOLT, 150 HP EA $
VFD, 480 VOLT, 200 HP EA $
VFD, 480 VOLT, 250 HP EA $
480 VOLT CERTIFIED
START UP EA $
480 VOLT EXTENDED
WARRANTY COST EA $
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PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
51 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-______ adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and _____________________has caused this Agreement to be duly executed.

CITY OF MODESTO, VENDOR
A municipal corporation
By: __________________________ By: _________________________________ DEANNA CHRISTENSEN, (Signature)
Director of Finance
_________________________________
(Name & Title)
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Item Description HP Qty Unit MFG Name MFG Part Number Price Extended Price MFG Name MFG Part Number Price Extended Price Variable Frequency Drive Unit
ABB, ACQ580, OR EQUAL 5 4 Each EATON DG1-3201FB-C21C $ - $ - ABB ACQ580-01-031A-2 $ 1,527.28 $ 6,109.12 Variable Frequency Drive Unit
ABB, ACQ580, OR EQUAL 10 4 Each EATON DG1-32031FB-C21C $ - $ - ABB ACQ580-01-046A-2 $ 1,916.75 $ 7,667.00 Variable Frequency Drive Unit ABB,
ACQ580, OR EQUAL 15 4 Each EATON DG1-32048FB-C21C $ - $ - ABB ACQ580-01-059A-2 $ 2,377.61 $ 9,510.44 Variable Frequency Drive Unit ABB,
ACQ580, OR EQUAL 25 4 Each EATON DG1-32075FN-C21C $ - $ - ABB ACQ580-01-088A-2 $ 3,582.99 $ 14,331.96 Variable Frequency Drive Unit ABB,
ACQ580, OR EQUAL 50 4 Each EATON DG1-32143FN-C21C $ - $ - ABB ACQ580-01-143A-2 $ 5,242.20 $ 20,968.80 $ - $ 58,587.32
Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 10 4 Each EATON DG1-34016FB-C21C $ - $ - ABB ACQ580-01-023A-4 $ 1,445.06 $ 5,780.24 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 15 2 Each EATON DG1-34023FB-C21C $ - $ - ABB ACQ580-01-027A-4 $ 1,759.30 $ 3,518.60 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
25 4 Each EATON DG1-34038FB-C21C $ - $ - ABB ACQ580-01-044A-4 $ 2,884.37 $ 11,537.48 Variable Frequency Drive Unit
ABB, ACQ580-01-026A-4, OR EQUAL 30 2 Each EATON DG1-34046FB-C21C $ - $ - ABB ACQ580-01-052A-4 $ 3,440.20 $ 6,880.40 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 40 3 Each EATON DG134061FN-C21C $ - $ - ABB ACQ580-01-065A-4 $ 4,252.92 $ 12,758.76 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
50 4 Each EATON DG1-34072FW-C21C $ - $ - ABB ACQ580-01-077A-4 $ 4,948.36 $ 19,793.44 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
60 4 Each EATON DG1-34087FN-C21C $ - $ - ABB ACQ580-01-096A-4 $ 5,402.20 $ 21,608.80 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
75 4 Each EATON DG1-34105FN-C21C $ - $ - ABB ACQ580-01-124A-4 $ 6,485.19 $ 25,940.76 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
100 4 Each EATON DG1-34190FN-C21C $ - $ - ABB ACQ580-01-169A-4 $ 7,469.37 $ 29,877.48 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
125 4 Each EATON DG1-34170FN-C21C $ - $ - ABB ACQ580-01-180A-4 $ 8,581.05 $ 34,324.20 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 150 4 Each EATON DG1-34170FN-C21C $ - $ - ABB ACQ580-01-240A-4 $ 11,165.82 $ 44,663.28 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
200 2 Each EATON DG1-34205FN-C21C $ - $ - ABB ACQ580-01-302A-4 $ 13,324.71 $ 26,449.42 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
250 1 Each EATON DG1-34245FN-C21C $ - $ - ABB ACQ580-01-363A-4 $ 15,335.22 $ 15,335.22 $ - $ 258,468.08
Non-Responsive $ 317,055.40
Lowest responsive and responsible bidder: Wille Electric Supply Co., Modesto, CA Lowest Bidder
Orlando, FL 240V Drives 480V Drives
Wille Electric Supply Co.

Modesto, CA
240V Total
480V Total
Modesto, CA
Wille Electric Supply Co.

Term
Price
Purchase of Variable Frequency Drive Units
IFB 2324-85
MP Predictive Technologies Inc.

Orlando, FL
X
Non-Responsive
Price
12 Months
Total Price, All Drive Units
Term
MP Predictive Technologies Inc.

Price
Non-Responsive
Non-Responsive 24 Months $0.00
Price
Non-Responsive
$0.00
$0.00
No
Non-Responsive Yes
Is certified start up a condition of warranty?
Is certified start up a condition of extended warranty? Item Description
Standard Warranty
Extended Warranty
Item Description
Certified Start Up 240V
Certified Start Up 480V
Non-Responsive
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OFFICE OF THE CITY CLERK

NOTICE OF SPECIAL MEETING
Please take notice that a special Closed Session meeting of the Council of the City of Modesto has been called pursuant to Section 2-1.02 of the Modesto Municipal Code to be convened on TUESDAY, NOVEMBER 5, 2024 AT 4:45 PM
and after the regularly scheduled meeting in the Tenth Street Place, Chambers Conference Room, Basement Level, 1010 Tenth Street, Modesto, California.

Any and all of the following agenda items are subject to action being taken by the Modesto City Council.

The business to be considered at said City Council meeting shall consist of a Closed Session concerning the following:

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
One Case (Pursuant to Section 54956.9(d)(2) of the Government Code) CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
One Case (Pursuant to Section 54956.9(d)(4) of the Government Code) CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
One Case (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: City of Modesto v. Shell Oil Company, et al.

Superior Court of California- County of San Bernadino
Case No.: SCVSS120627
CONFERENCE WITH REAL PROPERTY NEGOTIATORS:
(Pursuant to Section 54956.8 of the Government Code)
Property: 601 Neece Dr., Modesto, CA 95351; APN: 102-012-001 and 102-012-004 Property Owners: City of Modesto
Negotiating Parties:

For City: Joseph P. Lopez, City Manager
For Lessee: The Baseball Club of Modesto, LLC
Under Negotiation: Price and Terms of Lease
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BY ORDER OF THE CHAIR
/S
Diane Nayares-Perez, City Clerk
Posted pursuant to Government Code Section 54956 on the bulletin board at Tenth Street Place on at by
date time signature
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