Modesto City Council
December 10, 2024

implementation of Downtown Beautification Improvement Program.

The revitalization of downtown Modesto has been a multi-decade effort, marked by various initiatives to restore the area’s vibrancy and economic viability. In recent years, a significant boost came through the Clean California Grant, which awarded Modesto $3.13 million to further beautify and improve its downtown area accepted by the City Council with resolution No. 2024-078. This grant, part of a broader state initiative, is focused on addressing blight, enhancing public spaces, and fostering community pride.

Aligned with the City's strategic initiatives, the Downtown Beautification objective in Modesto Forward focuses on revitalizing the community to enhance aesthetics and economic vitality.

The City of Modesto has enacted policies and procedures to improve the overall aesthetic of the community, in addition to addressing overall quality of life improvements through blight abatement strategies and the enacting of a vacant building ordinance update.

DISCUSSION:

The Modesto Improvement Partnership (MIP), doing business as Downtown Modesto Partnership (DoMo) is a nonprofit organization focused on the revitalization and enhancement of downtown Modesto. Its mission is to improve the economic, social, and physical environment of the area through various initiatives and collaborations with local stakeholders. DoMo engages in efforts ranging from public safety and cleanliness to economic development and marketing, aiming to create a vibrant and welcoming downtown. The organization works closely with businesses, property owners, and the community to implement projects and programs that contribute to the overall vitality and growth of downtown Modesto.

DoMo is committed to enhancing the vitality of downtown area by utilizing a one-time funding of $700,000 for a new initiative called “Downtown Beautification”. This initiative is focused on enhancing the visual and functional aspects of downtown Modesto. The project includes various improvements such as streetscape enhancements, public art installations, and the revitalization of key areas to create a more appealing environment for both the community and visitors. The goal is to contribute to the overall improvement of the downtown area, supporting economic activity and making the space more welcoming for all.

DoMo is proposing a comprehensive beautification and improvement initiative for downtown Modesto, which includes several projects aimed at enhancing the aesthetic appeal and functionality of key areas within the downtown district.

One of the primary projects is the Pilot Block Lighting & Beautification on J Street between 10th and 11th Streets. This includes the installation of decorative lampposts to standardize the lighting on both sides of the street and the addition of horizontal market lights strung between new poles to enhance the nighttime ambiance. Additionally, artisan flowerpots will be placed at key corners to further beautify the area. Decorative improvements and enhancements will be maintained by DoMo.

Downtown beautification is an integral part of Modesto’s strategic plans and studies have shown that increasing lighting in downtown areas can enhance the perception of safety and boost retail spending, contributing to the overall vitality and attractiveness of these areas. #7..
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City Council, December 10, 2024
Agreement with Modesto Improvement Partnership for Downtown Beautification

The Project will provide enhanced and visually appealing lighting to the intersection of J & 10th Streets in Downtown Modesto with hopes to positively impact the consumer experience, both locals and visitors, and leave a lasting impression of Downtown Modesto.

The Project will involve moving the existing light poles at the intersection of J & 10th Streets in Downtown Modesto to be in a 90-degree position from each other. Underground work will be needed along with electrical work for the poles. Poles will be installed to provide additional clearance height for the lighting to span across the intersection. Near the top of the poles, security cameras (operated by the Modesto Police Department) will be relocated and reinstalled which will require additional electrical and wiring work. The proposed plans also include banners to be installed on the poles along with any necessary hardware, labor and miscellaneous costs associated for the Project.

Another significant project under this initiative is the creation of a Gateway to Downtown Modesto. This will involve the installation of a prominent "DoMo" sign at the corner of J and 9th Streets to mark the entrance to the downtown area, as well as a mural on the side of the BAC Community Bank building that faces J St. and Needham State Road (SR) 108 to create a welcoming sense of arrival. Old gateway signs around downtown will also be removed to update and refresh the area's look. The new gateway design would come back to the City for final approval, the attached is a concept for presentation purposes only.

The proposal includes establishing designated bike parking zones with improved bike racks, enhanced safety features, and decorative elements such as flowerpots. Public art installations and the addition of an artisan bench and flowerpot in front of the Modesto Children's Museum are also planned to enrich the downtown environment.

If there are additional resolution actions that have been taken relevant to the discussion, include these here similar to the example in the Background above.

FISCAL IMPACT:

The projects are currently budgeted in the Modesto Forward ARPA grant allocation as follows:

Proposed Program Oracle Project
Number Description Amount
Downtown
Beautification Project 101401 Downtown Beautification Improvement $449,000 J and 10th St. Lighting
and Safety Pilot Project Project 101401 Downtown Safety Pilot $251,000 TOTAL $700,000
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:
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City Council, December 10, 2024
Agreement with Modesto Improvement Partnership for Downtown Beautification

Resolution approving the Modesto Forward Grant Agreement with Modesto Improvement Partnership, INC., to fund a Downtown Beautification Program for a total amount not to exceed $700,000 and authorizing the City Manager or his designee to execute the Agreement.

Approved by:

Jessica Hill, Director Community and Economic
Development
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement – MIP Downtown Beautification
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12/10/2024/CED/TBarber/Item # 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING A MODESTO FORWARD GRANT AGREEMENT
WITH MODESTO IMPROVEMENT PARTNERSHIP, INC., TO FUND A

DOWNTOWN BEAUTIFICATION PROGRAM, FOR A TOTAL AMOUNT NOT TO EXCEED $700,000, AND AUTHORIZING THE CITY MANAGER OR HIS

DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, on March 11, 2021, President Joe Biden signed the American Rescue Plan Act (ARPA) into law. The City of Modesto received approximately $45.8 million in ARPA funds in two tranches to help address the continued impact of the COVID-19 pandemic on the economy, public health, individuals, and businesses; and WHEREAS, the City of Modesto may use ARPA funds to address a number of areas, including:

1. Replace revenue that was lost, delayed, or decreased as determined based on the projections as of January 27, 2020 as a result of the COVID-19 emergency,

2. Respond to the COVID-19 emergency and address its economic effects, including through aid to households, small businesses, nonprofits, and industries such as tourism and hospitality,

3. Cost overruns incurred as a result of the COVID-19 emergency; and WHEREAS, on May 25, 2021, the City Council approved Resolution No. 2021- 194 approving the Pandemic Recovery Strategy, Modesto Forward, and the associated spending plan for the American Rescue Plan funds; and authorizing the City Manager to carry out the necessary steps to implement the strategy and spending plan. The Modesto Forward plan allocated $700,000 in funding to improve downtown Beautification efforts”; and
WHEREAS, the partnership between Modesto Improvement Partnership, Inc., dba #7..
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12/10/2024/CED/TBarber/Item # 2 2024-XX
Downtown Modesto Partnership (DoMo) and Modesto, aimed to enhancing the vitality of downtown area. By addressing critical area within downtown; and WHEREAS, aligned with our city's strategic initiatives, the Expand Beautification tranche focuses on revitalizing our community to enhance aesthetics and economic vitality; and
WHEREAS, this initiative is focused on enhancing the visual and functional aspects of downtown Modesto. The project includes various improvements such as streetscape enhancements, public art installations, and the revitalization of key areas to create a more appealing environment for both the community and visitors. The goal is to contribute to the overall improvement of the downtown area, supporting economic activity and making the space more welcoming for all; and WHEREAS, DoMo is proposing a comprehensive beautification and improvement initiative for downtown Modesto, includes several projects aimed at enhancing the aesthetic appeal and functionality of key areas within the downtown district as specified in Exhibit A within City and DoMo agreement; and WHEREAS, the City of Modesto has been actively coordinating with Downtown Modesto Partnership on a proposal to fund Downtown Beautification Initiative.

Downtown Modesto Partnership has been identified as an ideal recipient. The proposed funding amount is $700,000, which is part of the American Rescue Plan Act (ARPA) funding.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Modesto Forward Grant Agreement with Modesto Improvement Partnership, Inc., to support the Downtown Beautification initiative, for a total amount not to exceed $700,000.
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12/10/2024/CED/TBarber/Item # 3 2024-XX
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to execute the agreement, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of December, 2024, by Councilmember, 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: None
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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Funding Contribution Agreement – Modesto Improvement Partnership

CITY OF MODESTO PANDEMIC RECOVERY STRATEGY

MODESTO FORWARD GRANT AGREEMENT
This Modesto Forward Grant Agreement (“Agreement”) is entered into in the City of Modesto, State of California, this day of 20 (“Effective Date”) by and between the City of Modesto, a California municipal corporation (“City”), and the Modesto Improvement Partnership, Inc. (DoMo), a California non-profit 501(c)(3) community benefit corporation (“Recipient”). The City and Modesto Improvement Partnership, Inc. shall be collectively referred to hereinafter as the “Parties”.

This Agreement is made with regard to the following recitals:

WHEREAS, the City of Modesto received an allotment of funds from the United States Department of Treasury through the Coronavirus Local Fiscal Recovery Fund established by the American Rescue Plan Act (“ARPA”); and
WHEREAS, on June 22, 2021, by Resolution No. 2021-194, the Council of the City of Modesto approved the Pandemic Recovery Strategy – Modesto Forward, hereinafter referred to as “Modesto Forward”, to support local recovery from the pandemic; and WHEREAS, in alignment with the City’s 5-Year Strategic Plan, Modesto Forward includes three post pandemic funding initiatives to help the community exit the pandemic period and focused on Economic Vitality, Governance and Service Delivery, and Quality of Life; and WHEREAS, Economic Vitality initiatives are intended to improve the economic vitality of the community; Governance and Service Delivery initiatives are intended to improve the organization and service delivery for residents; and Quality of Life initiatives are intended to improve the quality of life for residents; and
WHEREAS, Modesto Forward includes a comprehensive spending plan, which may include ARPA funding, to programs and projects for Quality of Life that includes the Downtown Beautification initiative; and
WHEREAS, on December 10, 2024, the City Council adopted Resolution No. 2024- , awarding a grant of Seven Hundred Thousand Dollars ($700,000) to Recipient for the purposes set out in Exhibit A, subject to the terms and conditions set out in this agreement.

NOW THEREFORE, the City and Recipient agree as follows:

1. Term
The term of this Agreement (the “Term”) shall commence upon the effective date and shall terminate upon the Recipient’s completion of all requirements of this Agreement as identified in Exhibit A. Any funds not expended by December 31, 2026 shall be #7..
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Funding Contribution Agreement – Modesto Improvement Partnership returned to the City no later than January 10, 2027. All federal reporting must be completed by January 15, 2027.

2. Grant Award
A. The City shall provide Recipient with a grant of Seven Hundred Thousand Dollars ($700,000) (the “Grant”) for the purposes and activities further specified in Exhibit A, attached hereto and incorporated by referenced (the “Activities”). Disbursement of the Grant is dependent upon Recipient providing all records and documentation reasonably required by the City.

B. Recipient shall expend the Grant solely on the Activities, as specified in Exhibit A, and shall be held responsible to the requirements outlined in Exhibit A. Recipient shall not use the Grant for any other purpose or activity without the prior written consent of the City.

C. The Recipient shall operate within the territorial limits of the City of Modesto and the beneficiaries, if any, of the Activities shall be the residents of the City of Modesto.

D. Recipient shall expend the entirety of the Grant by no later than December 31, 2026.

Any portion of the Grant that has not been expended by December 31, 2026 shall be returned to the City no later than January 10, 2027.

3. Recipient’s Obligations
A. Throughout the term of this Agreement, the Recipient shall obtain and maintain all licenses, permits, qualifications and approvals legally required to conduct business.

The Recipient warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to perform the Activities specified by this Agreement. Recipient shall perform the Activities requires pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Recipient is engaged.

B. The Recipient shall provide appropriate acknowledgement of the Grant by using the City’s logo or making a written acknowledgement in its publicity, promotional materials, information materials, press materials, at public occasions relating to the Activities, and on any website maintained by the Recipient.

4. Quarterly Reporting Requirements
Recipient shall submit quarterly reports to the City on the form attached hereto as Exhibit D, and incorporated herein by reference, or on such other form as required by the City.

5. Annual Reporting Requirements
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Funding Contribution Agreement – Modesto Improvement Partnership Recipient shall submit an annual report, in accordance with the requirements set forth in Exhibit C, attached hereto and incorporated herein, to the City within 180 days of the end of the Recipient’s fiscal year in a form approved by the City. The annual report shall be in addition to the reporting required by Section 4, and shall include, but not limited to:

A. Summary of activities and accomplishments, mandate and/or mission of the organization;
B. List of Board Directors with title, contact information and mandate term of each Director;
C. Organizational Chart;
D. Project/Program Expenditures-to-date (including receipts); E. Any other information reasonably requested by the City.

6. Audit Requirements
A. In addition to all other reports and records required by this Agreement, the Recipient shall keep and make available proper books of account and records of the financial management of the Grant provided under this agreement, in accordance with generally accepted business and accounting practices. Such records shall include, but not be limited to, records providing a full description and accounting of each activity undertaken.

B. Recipient agrees to keep all necessary books and records required by this Agreement for five (5) years following the end of this Agreement, and shall document all transactions so that all expenditures may be properly audited.

C. Recipient agrees that City or any authorized representative has access to and the right to examine all records, books, papers, or documents related to the project.

Recipient shall allow the City or any authorized representative access to all records, books, papers, or documents related to the project within forty-eight (48) hours of a request to examine.

7. Preservation of Assets
Any assets purchased with the Grant, the cost of which exceed $5,000, shall be preserved by the Recipient and shall not be sold, leased, given away or otherwise disposed of prior to the end of the useful life of the asset without prior written consent of the City.

8. Termination, Suspension and/or Repayment of Grant
The City may terminate, suspend and/or require repayment of the Grant in the event of any of the following circumstances, after notice from the City and a reasonable opportunity to cure:

A. The Recipient fails to provide the Activities, or any portion of the Activities, described in Exhibit A of this Agreement or substandard performance of the Activities;
B. The Recipient suspends or fails to carry on and continuously conduct its operations, or there is a disruption on the performance of the Activities; #7..
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Funding Contribution Agreement – Modesto Improvement Partnership C. The Recipient has a partisan political affiliation and/or participates in partisan political activities.

D. The Recipient uses the Grant for a purpose or activity other than those specified in Exhibit A.

E. The Recipient becomes bankrupt or insolvent, goes into receivership or becomes subject to the provisions of any bankruptcy, insolvency, or any other Act for the benefit of creditors, or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency;
F. The Recipient fails to provide to the City with any report, record, or documentation required by this Agreement, or t fails to provide any documentation requested by the City in accordance with the terms of this agreement;
G. The Recipient has made any material misrepresentation to the City or its representatives with respect to any of the matters contained herein and/or in the Recipient’s funding submission/proposal/application for the Grant, or which have been made or may be made in the future surrounding these matters; H. The Recipient breaches any term of this Agreement, after notice from the City and a reasonable opportunity to cure the breach;

9. Compliance with Applicable Laws
Recipient shall carry out, and cause its contractors, consultants, employees and agents to carry out, the Activities, in compliance all applicable federal, state and local laws, rules, ordinances, orders, and regulations, including without limitation and to the extent applicable, the prevailing wage provisions of the federal Davis-Bacon Act and implementing rules and regulations and state prevailing wages pursuant to Labor Code Section 1770 et seq. Without limiting the foregoing, Recipient shall comply with ARPA, the regulations implement ARPA (31 CFR Part 35), any interpretative guidance issued by the United Stated Department of Treasury, and those Grant terms and conditions attached hereto as Exhibit B, and incorporated herein.

10. Non-Assignment
The Recipient shall not assign this Agreement, the Grant, or any part thereof, without the Prior written consent of the City. Any assignment in violation of this section shall require an immediate repayment of the Grant to City by the Recipient.

11. Indemnity and Liability
A. The Recipient shall indemnify , defend with counsel acceptable to City, and hold harmless the City, its officials, officers, employees, and agents (“Indemnitees”) from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which, directly or indirectly, arises out of or relates to this Agreement or the performance of the Activities, except to the extent the Claims arise from the gross negligence or willful misconduct of City. #7..
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Funding Contribution Agreement – Modesto Improvement Partnership B. The City shall not be liable to the Recipient or any other party in relation to the Grant and/or the services provided by the Recipient pursuant to the terms of this agreement. The Recipient shall be solely responsible for the payment of any individuals employed, engaged or retained by the Recipient for the purpose of assisting it in the fulfilment of its obligations under this agreement.

12. Insurance
The Recipient shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Recipient shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice.

The Recipient shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent The Recipients and subcontractors; products and completed operations as applicable.
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Funding Contribution Agreement – Modesto Improvement Partnership (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage . This insurance shall cover any automobile for bodily injury and property damage.

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

THE RECIPIENT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, THE RECIPIENT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the RECIPIENT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the RECIPIENT’S insurance and shall not contribute with it.

13. Non-Discrimination
Recipient shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for #7..
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Funding Contribution Agreement – Modesto Improvement Partnership any services or programs provided by Recipient under this Agreement. Recipient shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Recipient, including but not limited to the satisfaction of any positive obligations required of Recipient thereby.

14. NOTIFICATION
Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either Party during the term of this Agreement, which Recipient or City shall be required or may desire to make shall be in writing and may be personally served or, alternately, sent by prepaid first class mail to the respective Parties as follows:

To City:

City of Modesto
Attn: Jessica Hill, Director of Community and Economic Development 1010 10th Street
Modesto, CA 95353
To Recipient:

Modesto Improvement Partnership, Inc.

Attn: Heidi Savage
1003 10th St Suite A
Modesto, CA 95354

15. SEVERABILITY
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or City statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

16. DISPUTE RESOLUTION
All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in #7..
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Funding Contribution Agreement – Modesto Improvement Partnership any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

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

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and the Recipient shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

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

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

The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.
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Funding Contribution Agreement – Modesto Improvement Partnership The Recipient shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and The Recipient involving the work of the subcontractor to be joined. The Recipient’s failure to do so shall be a breach of this Agreement.

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

17. INDEPENDENT PARTIES
Nothing in this Agreement is intended to or shall establish the Parties as partners, coventurers, or principal and agent with one another. At all times during the term of this Agreement, Recipient and City shall be independent parties, and Recipient shall not be an employee of the City. Except as Recipient may specify in writing, Recipient shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Recipient shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. At all times during the term of this Agreement, Recipient and

18. ENTIRE AGREEMENT
This Agreement, including the exhibits attached hereto, represents the entire and integrated agreement between City and Recipient ant and supersedes all prior negotiations, representations, or agreements, either written or oral. No amendment of any of the terms or provisions of the Agreement shall be deemed valid unless it is in writing and signed by both Parties.

19. GENERAL PROVISIONS
A. Binding Agreement. This agreement shall be binding on and inure to the benefit of the City, the Recipient and their respective successors and assigns. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

B. Severability. Any provision of this agreement, which is or becomes prohibited or unenforceable in any jurisdiction, shall not invalidate or impair the remaining provisions of this agreement which shall be deemed severable from the prohibited or unenforceable provision and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable that provision in any other jurisdiction.

C. Waiver. The fact that the City refrains from exercising a remedy it is entitled to exercise under this agreement shall not be considered to be a waiver of such right and, furthermore, partial or limited exercise of a right conferred upon the City shall not prevent the City in any way from later exercising any other right or remedy under this agreement or other applicable law. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any #7..
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Funding Contribution Agreement – Modesto Improvement Partnership other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party
D. Business License. Recipient will have a valid City of Modesto Business License.

E. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding chose of law rules.

F. Construction of Agreement. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all of the Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

G. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The persons executing this Agreement on behalf of Parties have been duly authorized to do so.

IN WITNESS WHEREOF, the Parties have executed this MOU as of the effective date set forth above. #7..
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Funding Contribution Agreement – Modesto Improvement Partnership EXHIBIT A – SCOPE OF WORK
Modesto Improvement Partnership, Inc. (hereafter referred to as DoMo) will enhance the downtown area with high impact improvement and placemaking, primarily between 9th and 13th Streets, up to 17th Streets. With these funds, we can strategically create a more vibrant safe, and thriving downtown for all.

1. Pilot Block Lighting & Beautification:
a. J and 10th Lighting, Safety, & Beautification Pilot Project (Covell Corners):
 Location: Intersection of J and 10th St
 Scope of Work: The Project will involve moving the existing light poles at the intersection of J & 10th street in Downtown Modesto and installing taller ones that to be in a 90-degree position from each other.

Underground work will be needed along with electrical work for the poles.

Poles will be installed to provide more clearance height for newlighting to span across the intersection in a decorative fashion. Near the top of the poles, security cameras (operated by the Modesto Police Department) will be relocated and reinstalled, of which will require additional electrical and wiring work. The proposed plans also include for banners to be installed on the poles along with any necessary hardware, labor and miscellaneous costs associated for the Project.
b. Lampposts:
 Location: J St, between 10th & 11th so that both sides of the street will have the same decorative lamppost standard.
 Scope of Work: Procure and install (4) lampposts using the City of Modesto standard (Visco Street Lights) on the Southeast side of J Street, between 10th and 11th Streets (in front of Beaty Building and Rancho Fresco). Lampposts will mirror the well-lit northwest side (next to Tenth Street Place).
c.
d. Market Lights:
 Location: J St, between 10th & 11th. Both sides to use the same decorative market lights.
 Scope of Work: Procure and install Horizontal Market Lights strung between (4) new poles on the Southeast and Northwest sides of J Street, between 10thand 11thStreets (approx. 200’ length).
e. Flowerpots:
 Location: Corner of 10th Street & J; Corner of 11th Street & J.  Scope of Work: Place 6 Artisan flowerpots total on all four corners; Place 8 Artisan flowerpots total on all four corners.

2. Gateway:
a. “DoMo” Signage:
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Funding Contribution Agreement – Modesto Improvement Partnership  Location: At corner of J& 9th Streets (northeast bound).  Scope of Work: Design, fabricate, and install a prominent "DoMo" gateway sign to mark the entrance to Downtown Modesto from the Transit Center.

This sign could include lighting, contingent on the feasibility of accessing electricity and cost.
b. Gateway Mural:
 Location: BAC Building at corner of J & Five Points (southwest bound).  Scope of Work: Paint a mural on the side(s) of the BAC building coming onto J Street from Five Points. Note-side Walk is too narrow for a sign. Mural would create a sense of arrival in a special place.
f. Removal of Old Gateway Signs:
 Location: 20 Locations in downtown area
 Scope of Work: Remove rusted, worn "Welcome to Downtown" and "Thank you for Visiting Downtown" signs.

2. Downtown Public Works:
a. Bike Parking Zones:
 Location:
o J & 11th, near Preservation Coffee
o J & 12th, near Penny University
o 1126 14th Street, near Queen Bean
 Scope of Work:
o Repair and Removal:
a. Remove any existing bollard-style bike posts
b. Remove old delineator post
c. Remove old flowerpots
d. Repair asphalt at Preservation bike parking (Public Works) e. Pour concrete into dirt patches at Queen Bean (Public Works)
o Install:
a. Larger-capacity bike racks
b. Replace delineator post
c. Asphalt and Concrete art using aggregate glass and epoxy to highlight bike parking and provide traffic-calming
measures
d. Flowerpots to enhance sense of safety (Penn U )
b. Public Art:
 Location: Side of Beaty Building, on the left upon entering Mural Alley.  Scope of Work: Painted mural depicting vintage denim ad. c. Bench: Artisan Bench and Flowerpot at Children's Museum  Location: Sidewalk in front of Modesto Children's Museum  Scope of Work: Install one child-size artisan bench curbside, facing building. Note —photo serves as placemark, intended to show bench #7..
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Funding Contribution Agreement – Modesto Improvement Partnership design and not direction bench will face. Place one artisan flower pot to left of bench, opposite tree.

3. Cover Project:
a. Electrical Outlet Cover
 Location: In and around the core of our downtown, with an emphasis near the Gallo Center for the Performing Arts.
 Scope of Work: Manufacture and install powder coated steel box covers for electrical outlets, where necessary. Install flaps that lock over outlets where necessary.

4. Following completion of the projects noted above. DoMo may request a notice to proceed from the City for the following projects subject to available funds under this Agreement:
a. Relocate Art Installation:
 Location: Remove sculpture from sidewalk adjacent to Gallo Center for the Arts music Garden to make way for shade sail to be installed later in late 2024.
 Scope of Work: Alternative location would need to be determined. b. Improve Fence Appearance:
 Location: Needham Street in between Beauty College and Graceada Park  Scope of Work:
o Stabilize fence structure
o Improve overall fence aesthetic
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Funding Contribution Agreement – Modesto Improvement Partnership

EXHIBIT B
U.S. DEPARTMENT OF THE TREASURY

CORONAVIRUS LOCAL FISCAL RECOVERY FUND

AWARD TERMS AND CONDITIONS

1. Use of Funds.
a. Recipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 603(c) of the Social Security Act (the Act), U.S.

Department of Treasury’s (“Treasury”) regulations implementing that section, and guidance issued by Treasury regarding the foregoing.
b. Recipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project.

2. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Recipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2026.

3. Reporting. Recipient agrees to comply with any reporting obligations established by Treasury as they relate to this award.

4. Maintenance of and Access to Records
a. Recipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later.

5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.

6. Administrative Costs. Recipient may use funds provided under this award to cover both direct and indirect costs.

7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Recipient.

8. Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Recipient and subrecipients must disclose in writing to #7..
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Funding Contribution Agreement – Modesto Improvement Partnership Treasury or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112.

9. Compliance with Applicable Law and Regulations.
a. Recipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Recipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Recipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award.
b. Federal regulations applicable to this award include, without limitation, the following:
i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. v. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
vi. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:
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Funding Contribution Agreement – Modesto Improvement Partnership i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

10. Remedial Actions. In the event of Recipient’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable.

11. Hatch Act. Recipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance.

12. False Statements. Recipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

13. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLFRP2096 awarded to County of Stanislaus by the U.S. Department of the Treasury.”

14. Debts Owed the Federal Government.
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Funding Contribution Agreement – Modesto Improvement Partnership a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by Recipient shall constitute a debt to the federal government.
b. Any debts determined to be owed the federal government must be paid promptly by Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the Recipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt.

15. Disclaimer.
a. The United States expressly disclaims any and all responsibility or liability to Recipient or third persons for the actions of Recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any contract, or subcontract under this award. b. The acceptance of this award by Recipient does not in any way establish an agency relationship between the United States and Recipient.

16. Protections for Whistleblowers.
a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
v. An authorized official of the Department of Justice or other law enforcement agency;
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Funding Contribution Agreement – Modesto Improvement Partnership vi. A court or grand jury; or
vii. A management official or other employee of Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Recipient should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.

18. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Recipient should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Recipient should establish workplace safety policies to decrease accidents caused by distracted drivers.

ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the recipient named below (hereinafter referred to as the “Recipient”) provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to the Recipient’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs that provide direct benefits.

The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Recipient may request in the future.

The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Recipient’s program(s) and activity(ies), so long as any portion of the Recipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above.

1. Recipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents.

2. Recipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP).

Recipient understands that denying a person access to its programs, services, and activities #7..
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Funding Contribution Agreement – Modesto Improvement Partnership because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, Recipient shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Recipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Recipient’s programs, services, and activities.

3. Recipient agrees to consider the need for language services for LEP persons when Recipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov.

4. Recipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Recipient and Recipient’s successors, transferees, and assignees for the period in which such assistance is provided.

5. Recipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Recipient and the Recipient’s sub-grantees, contractors, subcontractors, successors, transferees, and assignees:

The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.

6. Recipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Recipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal 6 6. 7. 8. 9.

10. financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Recipient for the period during which it retains ownership or possession of the property.

7. Recipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Recipient shall comply with information requests, on-site compliance reviews and reporting requirements.
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Funding Contribution Agreement – Modesto Improvement Partnership

8. Recipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Recipient also must inform the Department of the Treasury if Recipient has received no complaints under Title VI.

9. Recipient must provide documentation of an administrative agency’s or court’s findings of noncompliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Recipient and the administrative agency that made the finding. If the Recipient settles a case or matter alleging such discrimination, the Recipient must provide documentation of the settlement. If Recipient has not been the subject of any court or administrative agency finding of discrimination, please so state.

10. If the Recipient makes sub-awards to other agencies or other entities, the Recipient is responsible for ensuring that sub-recipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of subrecipients.

The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law.

Under penalty of perjury, the undersigned official(s) certifies that official(s) has read and understood the Recipient’s obligations as herein described, that any information submitted in conjunction with this assurances document is accurate and complete, and that the Recipient is in compliance with the aforementioned nondiscrimination requirements.
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Funding Contribution Agreement – Modesto Improvement Partnership

EXHIBIT C

ANNUAL REPORTING REQUIREMENTS
Contractor shall use Exhibit C to provide an annual performance report.

The initial report will cover the period from the date the contract was executed to the following June 30, and will be due to the Recipient within 15 days after the end of the reporting period. Thereafter, the report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 days after the end of the 12-month period (by July 15).

Notes on using this template
All contractors that are recipients of State and Local Fiscal Recovery Funds (SLFRF) awards are required to produce an Annual Report. The Annual Report provides information on the contractor’s project and how they plan to ensure program outcomes are achieved in an effective and equitable manner.

The initial Annual Report will cover the period from the date of award to the following June 30 and must be submitted to Recipient within 15 calendar days after the end of the reporting period. Thereafter, the Annual Report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 calendar days after the end of the 12-month period (by July 15).

Annual Report Period Covered Due Date
1 Award – June 30, 2025 July 15, 2025
2 July 1, 2025 – June 30, 2026 July 15, 2026
3 July 1, 2026 – December 31, 2026 January 15, 2027
Instructions:

Contractors should consult the SLFRF Guidance on Recipient Compliance and Reporting Responsibilities (Reporting Guidance) located at https://home.treasury.gov/system/files/136/SLFRF-Compliance-andReporting-Guidance.pdf for detailed guidance on the submission of this report or contact county staff for assistance with completing this exhibit.

Recipient recommends the use of infographics, tables, charts, pictures, case studies, and other explanatory elements in describing their programs.

Text in italics represents the requirements from the Reporting Guidance and is meant to serve as a reference as contractors prepare their Annual Report. This instructions page and the text in italics should be removed before the final transmitted report is published and submitted to Recipient. #7..
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Funding Contribution Agreement – Modesto Improvement Partnership Modesto Improvement Partnership
202x Annual Report

GENERAL OVERVIEW
Uses of Funds
Describe in further detail contractor’s intended and actual uses of the funds, such as how contractor’s approach would help support economic vitality. Describe any strategies employed to maximize programmatic impact and effective, efficient, and equitable outcomes. Given the broad eligible uses of funds and the specific needs of the jurisdiction, explain how the funds would support the communities, and target population. Address how you are promoting each of the following Expenditure Categories, to the extent they apply:
a. Addressing negative economic impacts of COVID-19, including assistance to small businesses, aid to tourism, travel or hospitality, and economic recovery
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Funding Contribution Agreement – Modesto Improvement Partnership

PROJECT

EXPENDITURES

PROJECT STATUS

EXHIBIT D

QUARTERLY PROJECT AND EXPENDITURE REPORT REQUIREMENTS
Contractor shall use Exhibit D to provide a quarterly project and expenditure report.

The initial report will cover the period from the date the contract was executed through the end of the quarter, and will be due to the Recipient within 15 days after the end of the reporting period. Thereafter, the report will cover one quarter and contractors will be required to submit the report to Recipient within 15 days after the end of the quarter.

ARPA QUARTERLY PROJECT AND EXPENDITURE REPORT
Reporting on State and Local Fiscal Recovery Funds (SLFRF) Name of Entity: Project Name:

Reporting Period Start Date: Reporting Period End Date:

Expenditure Category:

2.13 Other Economic Support* ^
Please provide a brief description of the activities conducted:

Category Cumulative
Expenditures to
date ($)
Cumulative
Obligations to
date ($)
Current Period
Expenditures
Current Period
Obligations
7 Administrative

2.29-

2.33 Small Business Economic
Assistance
(General)*^

2.35 Aid to Tourism, Travel, or
Hospitality

2.37 Other Economic Support*^
[PLEASE SELECT ONE]
5073279.1
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: November 8, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Monthly Investment Report – September 2024
CONTACT: Calogero Maniscalco, Senior Financial Analyst
[email protected], 209-577-5219
DESCRIPTION:

Consider accepting the Monthly Investment Report for September 2024. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

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

DISCUSSION:

It is the function of the Finance Department to deposit and invest funds in accordance with sound treasury management and to safeguard the principal and maintain the liquidity needs of the City. The purpose of the Monthly Investment Report is to keep the City Council and City Manager informed of the City’s investment portfolio. As shown in Attachment 2, on September 30, 2024, the City had a closing market value of $466,561,609 in its investment portfolio. #8..
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City Council, December 10, 2024
Monthly Investment Report – September 2024

FISCAL IMPACT:

In September, the approximate yield of the City’s combined investments was 3.73% (see attachment 3) on a weighted average. For the portfolio of securities alone, the yield to maturity on cost was 3.54%. For comparative purposes, the yields (as of September 30, 2024) of other investments commonly used by public agencies are listed below:

Local Agency Investment Fund: 4.58%
1-Year U.S. Treasury Note: 4.06%
2-Year U.S. Treasury Note: 3.67%

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

COMMITTEE RECOMMENDATION:

This item is being presented as informational to share the Monthly Investment Report and associated activity to Council and the public. Therefore, as this item is informational in nature, it has not been presented to a Council Committee.

CEQA/NEPA REQUIREMENTS:

N/A
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting the Monthly Investment Report for September 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 21,244,197
Federal Agency 8 12,909,887
Federal Home Loan Mortgage Co. 3 5,564,150
Federal Nat’l Mortgage Assc. 5 7,345,736
Federal Agency CMO 27 81,775,914
U.S. Treasury 56 246,163,334
Negotiable CD 1 3,593,142
Corporate Note 30 68,824,387
Asset-Backed 18 28,395,339
Municipal 7 3,655,409
Total Invested 148 466,561,609
Sector Allocation
September 30, 2024 versus August 31, 2024
Sector September 30, 2024 August 31, 2024 Change in Allocation Permitted by Policy
U.S. Treasury 52.8% 47.3% 5.5% 100%
Federal Agency 2.8% 4.0% -1.2% 100%
Federal Agency CMO 17.5% 17.0% 0.5% 100%
Commercial Paper 0.0% 2.3% -2.3% 25%
Negotiable CD 0.8% 0.7% 0.0% 30%
Corporate Note 14.8% 14.3% 0.5% 30%
Asset-Backed 6.1% 6.1% 0.0% 20%
Municipal 0.8% 0.8% 0.0% 100%
CAMP 4.6% 7.5% -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
The Federal Open Market Committee (FOMC) lowered the target range for the federal funds rate by 50 basis points (bps) at its September meeting to 4.75% - 5.00%. The half percentage point cut was welldigested by markets despite expectations being split between 25 and 50 bps. Federal Reserve Chair Powell described the risks to achieving the Fed’s employment and inflation goals are now “roughly in balance”.

Nonfarm payrolls came in well above expectations and showed 254,000 net new jobs created in September, the strongest print since March. Additionally, the unemployment rate ticked back down to

4.1%, from 4.2% the prior month. The strength of the labor market continues to serve as a tailwind to the consumer. In the Long-Term portfolio we utilized the proceeds of maturing and sold securities to purchase one 5-year U.S. Treasury note. In the Short-Term portfolio we utilized the proceeds of maturing and sold securities to purchase one 1-year U.S. Treasury note.
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Long-Term Portfolio Total Return
September 30, 2024
1 Month Trailing
12 Months
Trailing 36
Months
Trailing 60
Months
Since
Inception5
City of Modesto Investment Portfolio1,2,3 0.89% 7.86% 1.14% 1.62% 2.17% Modesto Performance Benchmark40.88% 7.45% 0.76% 1.28% 1.87% Average Portfolio Yields
September 30, 2024
Past
Month
Past 3
Months
Past
Year
Past 3
Years
Past 5
Years
City of Modesto Investment Portfolio 3.54% 3.44% 3.20% 2.26% 2.13% City of Modesto Short-Term Portfolio 4.78% 5.01% 5.35% - - $32.5
$52.8
$114.4
$59.2
$120.2
$87.6
$-
$30.0
$60.0
$90.0
$120.0
$150.0
Under 6
Months
6-12
Months
1-2 Years 2-3 Years 3-4 Years 4-5 Years
Millions
Maturity Distribution
September 30, 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 continued their descent in September as markets digested the Fed’s first cut. For the month, yields on benchmark 2-, 5-, and 10-year U.S. Treasuries ended the month at 3.64%, 3.56%, and

3.78%, respectively, representing changes of -28, -14, and -12 basis points for the month, respectively.

Investment-grade (IG) corporate bonds posted positive excess returns relative to U.S. Treasuries in September as spreads continued to retrace from early-August widening. Agency-backed commercial MBS (CMBS) continued an impressive run of performance through September. Curve steepening and housing market supply and demand dynamics were the primary factors. For the month, both the portfolio and its benchmark produced positive returns. The portfolio overperformed the benchmark by 1 basis point. Over the trailing 12-month period, the portfolio continues to produce strong performance and outperform the benchmark by 41 basis points.
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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

0.24%
Fiscal Year-to-Date Income Return

0.73%
Prior 12 Months Income Return

2.66%
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Source: U.S. Census Bureau and Bloomberg Finance L.P., as of August 2024.

Economic Summary
Consumer Activity Remains Solid
Source: Bureau of Economic Analysis and Bloomberg Finance L.P., as of September 2024.

4.4%

3.2%

1.6%

3.0%

2.0%

1.4%

1.8%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

5.0%
Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 2025
U.S. GDP Forecasts
Annualized Rate
Actual Range Median of Forecasts
$11,000
$12,000
$13,000
$14,000
$15,000
$16,000
$17,000
2008 2010 2012 2014 2016 2018 2020 2022 2024
Billions
U.S. Real Personal Consumption Expenditure
Personal Consumption is
the main driver of GDP
and accounts for 69% of
overall GDP
Pre-pandemic
trend
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Source: Bureau of Labor Statistics and Bloomberg Finance L.P., as of September 2024. Data is seasonally adjusted.

Economic Summary
The Fed Begins the Cutting Cycle With 50bps
0%
1%
2%
3%
4%
5%
6%
2021 2022 2023 2024 2025
Federal Funds Rate
Fed Funds Upper Bound Market Implied Fed Fund Rates
Median FOMC Projections Average Cutting Cycle
Dec-22
CPI
Inflation

6.5% Dec-23
CPI
Inflation

3.4%
Aug-24
CPI
Inflation

2.5%
Dec-21
CPI
Inflation

7.0%
Source: Federal Reserve Chair Jerome Powell Press Conference as of September 18, 2024; Average Cutting Cycle represents the average change in the Fed Funds Rate for the first 10 months of a cutting cycle back to 1988. Market Implied Fed Funds as of September 30, 2024. Bloomberg Finance L.P. CPI inflation and Nonfarm payrolls from Bureau of Labor Statistics and Bloomberg Finance L.P.

Sept-24

4.1%

3.0%

3.5%

4.0%

4.5%

5.0%
Sep-22 Sep-23 Sep-24
Unemployment Rate
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Source: ICE BofAML 1-5 year Indices via Bloomberg Finance L.P., MarketAxess and PFMAM as of 09/30/2024. 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, Corporate, and ABS Spreads Remained Low

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%
Sep-23 Dec-23 Mar-24 Jun-24 Sep-24
Corporate Notes A-AAA Yield Spreads

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%
Sep-23 Dec-23 Mar-24 Jun-24 Sep-24
Asset-Backed Securities AAA Yield Spreads

0.0%

0.1%

0.2%

0.3%

0.4%
Sep-23 Dec-23 Mar-24 Jun-24 Sep-24
Federal Agency Yield Spreads
Bullet Callable
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U.S. Treasury Yields Decreased Along the Curve
Source: Bloomberg Finance L.P., as of 09/30/2024.

Economic Summary

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
Yield
Maturity
U.S. Treasury Yield Curve
September 30, 2024
August 31, 2024
July 31, 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
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For the Month Ending September 30, 2024
Account Statement
Consolidated Summary Statement
CITY OF MODESTO - Combined Portfolio
Investment Allocation
Investment Type Closing Market Value Percent
Asset-Backed Security 28,395,339.09 6.09
Federal Agency Bond / Note 12,909,886.80 2.77
Corporate Note 58,930,851.27 12.63
Bank Note 9,893,536.04 2.12
Certificate of Deposit 3,593,142.00 0.77
Federal Agency Commercial Mortgage-Backed Security 81,775,913.64 17.53 Municipal Bond / Note 3,655,408.98 0.78
U.S. Treasury Bond / Note 246,163,334.17 52.76
CAMP Pool 21,244,197.28 4.55
Total $466,561,609.27 100.00%
Portfolio Summary
and Income
Closing
Portfolio Holdings Market Value
Cash Dividends
PFMAM Managed Account 1,136,235.56 445,317,411.99
CAMP Pool 0.00 21,244,197.28
Total $1,136,235.56 $466,561,609.27
Maturity Distribution (Fixed Income Holdings)
Portfolio Holdings Closing Market Value Percent
21,244,197.28
11,127,796.93
99,299.40

0.00 58,203,787.94
112,989,465.86
60,597,412.42
120,669,417.15
81,630,232.29

0.00 4.54

2.39 0.02

0.00 12.48

24.22 12.99

25.86 17.50

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 $466,561,609.27
914
100.00%
Weighted Average Days to Maturity
Sector Allocation

6.09%
ABS

2.77%
Fed Agy Bond /
Note

12.63%
Corporate Note

2.12%
Bank Note

0.77%
Cert of Deposit

17.53%
Federal Agency
Commercial
Mortgage-Backed
Security

0.78%
Muni Bond / Note

52.76%
US TSY Bond / Note

4.55%
CAMP Pool
Summary Page 1
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Managed Account Summary Statement For the Month Ending September 30, 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)
$442,359,704.93
(12,116,197.88)
(6,264,649.60)
18,627,226.76

0.00 2,711,327.78
$445,317,411.99
1,052,956.90
(4,854.86)
88,133.52
$1,136,235.56
Total
444,340,959.16
2,178,158.40
6,271,647.93
12,116,197.88
1,045,958.57
(18,632,081.62)
(444,048,485.21)
(2,133,013.65)
Total Accrual Basis Earnings $1,139,341.46
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
11,065,000.00
6,271,647.93
1,045,958.57
1,051,197.88
(18,632,081.62)

0.05 0.00
Cash Balance
Closing Cash Balance $2,194,628.92
CITY OF MODESTO - COMBINED PORTFOLIO Page 1
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Portfolio Summary and Statistics For the Month Ending September 30, 2024 CITY OF MODESTO - Combined Portfolio
Account Summary
Description Par Value Market Value Percent
U.S. Treasury Bond / Note 252,565,000.00 246,163,334.17 55.28 Municipal Bond / Note 3,735,000.00 3,655,408.98 0.82
Federal Agency Commercial
Mortgage-Backed Security
79,999,714.82 81,775,913.64 18.36
Federal Agency Bond / Note 13,365,000.00 12,909,886.80 2.90 Corporate Note 58,470,000.00 58,930,851.27 13.23
Certificate of Deposit 3,500,000.00 3,593,142.00 0.81
Bank Note 9,635,000.00 9,893,536.04 2.22
Asset-Backed Security 27,928,587.37 28,395,339.09 6.38
Managed Account Sub-Total 449,198,302.20 445,317,411.99 100.00% Accrued Interest 2,178,158.40
Total Portfolio 449,198,302.20 447,495,570.39
Unsettled Trades 0.00 0.00
Sector Allocation

6.38%
ABS

2.22%
Bank Note

0.81%
Cert of Deposit

13.23%
Corporate Note

2.90%
Fed Agy Bond /
Note

18.36%
Federal Agency
Commercial
Mortgage-Backed
Security

0.82%
Muni Bond / Note

55.28%
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

2.52%

13.07%

25.37%

13.61%

27.10%

18.33%

0.00%
Maturity Distribution Characteristics
Yield to Maturity at Cost
Yield to Maturity at Market
Weighted Average Days to Maturity 958

3.66%

3.88%
CITY OF MODESTO - COMBINED PORTFOLIO Page 2
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Managed Account Issuer Summary For the Month Ending September 30, 2024 CITY OF MODESTO - Combined Portfolio
Credit Quality (S&P Ratings)

3.12%
A

9.50%
A+

0.79%
A0.83%
AA

77.71%
AA+

0.33%
AA6.12%
AAA

1.60%
NR
Issuer Summary
Issuer of Holdings Percent
Market Value
Adobe Inc 2,968,020.63 0.67
American Express Co 3,160,739.37 0.71
Apple Inc 5,254,756.00 1.18
BA Credit Card Trust 1,392,316.38 0.31
Bank of America Corp 10,328,926.56 2.32
Bank of New York Mellon Corp 3,314,504.66 0.74
BlackRock Inc 375,214.53 0.08
Bristol-Myers Squibb Co 2,147,543.52 0.48
California State University 597,874.80 0.13
CarMax Inc 48,883.59 0.01
Citigroup Inc 6,821,272.01 1.53
Cooperatieve Rabobank UA 3,593,142.00 0.81
Deere & Co 2,638,418.21 0.59
Eli Lilly & Co 2,976,591.30 0.67
Federal Home Loan Mortgage Corp 83,983,439.08 18.87
Federal National Mortgage Association 10,702,361.36 2.40 Fifth Third Auto Trust 2,459,376.80 0.55
GM Financial Consumer Automobile Receiv 369,606.30 0.08 Home Depot Inc 3,506,981.43 0.79
Honda Auto Receivables Owner Trust 2,251,925.82 0.51
Hyundai Auto Receivables Trust 1,263,196.74 0.28
JPMorgan Chase & Co 12,453,596.53 2.80
Kubota Credit Owner Trust 903,707.78 0.20
Mastercard Inc 2,510,517.76 0.56
Microsoft Corp 5,896,746.00 1.32
Morgan Stanley 4,124,964.00 0.93
New Jersey Turnpike Authority 486,544.78 0.11
PACCAR Inc 1,169,199.70 0.26
PepsiCo Inc 1,990,501.61 0.45
State Board of Administration Finance C 1,757,017.81 0.39 State of California 99,299.40 0.02
State Street Corp 1,918,359.70 0.43
CITY OF MODESTO - COMBINED PORTFOLIO Page 3
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Managed Account Issuer Summary For the Month Ending September 30, 2024 CITY OF MODESTO - Combined Portfolio
Issuer of Holdings Percent
Market Value
Target Corp 350,552.57 0.08
Toyota Auto Receivables Owner Trust 1,659,863.52 0.37
Toyota Motor Corp 2,915,721.20 0.65
United States Treasury 246,163,334.17 55.29
University of California Board of Regen 714,672.19 0.16 USAA Auto Owner Trust 3,053,712.60 0.69
Walmart Inc 1,225,437.54 0.28
Wells Fargo & Co 5,768,572.04 1.30
Total $445,317,411.99 100.00%
CITY OF MODESTO - COMBINED PORTFOLIO Page 4
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Managed Account Detail of Securities Held For the Month Ending September 30, 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 5.21 192,879.25 10,527,952.45 10,529,922.13

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 88,411.84 10,813,992.60 10,870,516.25

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 86,469.36 10,800,080.53 10,864,254.62

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 0.53 929.14 4,329,102.08 4,193,559.72

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 2.74 992.30 4,534,943.23 4,478,605.83

US TREASURY N/B
DTD 09/15/2022 3.500% 09/15/2025
91282CFK2 11,115,000.00 AA+ Aaa 09/16/24 09/16/24 11,061,595.90 4.00 17,194.48 11,063,800.53 11,063,937.69

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 7.55 1,094,034.54 1,060,262.50

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 31.25 4,531,228.76 4,385,631.25

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 5,241.44 4,982,227.41 4,816,253.28

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 7,250.14 6,890,999.44 6,662,003.04

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 5,356.05 4,216,688.17 4,081,496.00

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 5,841.24 4,513,776.21 4,451,231.52

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 0.43 473.85 499,646.93 479,023.50

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 0.45 985.60 1,038,991.21 996,368.88 CITY OF MODESTO - COMBINED PORTFOLIO Page 5
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Managed Account Detail of Securities Held For the Month Ending September 30, 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 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 3,539.62 3,711,643.42 3,578,305.55

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 1,516.30 2,386,541.12 2,293,780.80

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 3,158.97 4,905,344.23 4,778,710.00

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 3,648.61 5,707,871.33 5,519,410.05

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 5,041.71 7,722,549.48 7,626,821.16

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 6,872.24 3,289,826.76 3,153,199.05

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 1,988.88 4,505,654.34 4,436,518.47

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 2,569.06 5,946,058.84 5,730,702.00

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 51.10 2,479,682.13 2,372,080.32

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 0.87 101.48 4,916,402.55 4,710,683.70

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 3,541.29 1,402,299.38 1,338,152.91

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 11,632.07 4,470,182.12 4,395,427.53

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 12,098.36 4,632,531.92 4,571,625.60

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 2,980.11 4,473,886.91 4,391,323.84 CITY OF MODESTO - COMBINED PORTFOLIO Page 6
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Managed Account Detail of Securities Held For the Month Ending September 30, 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 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 2.77 103.61 4,157,875.84 4,081,871.70

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 34,334.51 4,454,601.29 4,393,206.09

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 26,494.97 9,097,248.74 8,933,672.90

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 62.50 878,312.77 886,397.33

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 13,558.70 6,105,287.16 5,989,444.56

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 7,006.59 5,194,583.09 5,099,886.22

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 3,448.37 1,166,779.56 1,156,359.60

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 8,577.82 2,894,976.87 2,876,444.51

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 4.27 609.68 5,358,574.15 5,464,482.14

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 46,866.95 2,738,755.54 2,757,104.22

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 54,548.64 3,203,873.30 3,209,005.28

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 18,360.73 7,942,157.01 7,989,707.70

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 41,619.40 4,262,025.89 4,289,015.00

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 13,090.76 2,218,772.12 2,214,190.26 CITY OF MODESTO - COMBINED PORTFOLIO Page 7
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Managed Account Detail of Securities Held For the Month Ending September 30, 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 0.750% 01/31/2028
91282CBJ9 3,450,000.00 AA+ Aaa 01/31/23 01/31/23 2,994,761.72 3.66 4,359.38 3,146,590.92 3,144,485.25

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 3,836.46 1,109,971.62 1,134,787.36

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 9,676.80 2,803,544.26 2,862,298.48

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 87.74 2,372,449.14 2,360,081.61

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 3.65 266.40 2,672,992.88 2,679,181.03

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 41,157.34 2,800,650.50 2,801,766.70

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 95,643.21 6,551,396.76 6,510,867.10

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 4.37 390.97 3,415,146.63 3,526,410.60

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 4.57 100,450.48 5,201,083.05 5,416,252.86

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 21,625.82 1,442,214.47 1,486,250.48

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 63,365.16 4,222,688.91 4,354,817.84

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 31,362.23 2,897,995.13 3,003,608.36

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 14,185.87 2,119,203.76 2,143,645.70

US TREASURY N/B
DTD 09/03/2024 3.625% 08/31/2029
91282CLK5 7,550,000.00 AA+ Aaa 09/04/24 09/05/24 7,565,630.86 3.58 23,437.33 7,565,454.81 7,568,286.10 CITY OF MODESTO - COMBINED PORTFOLIO Page 8
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Managed Account Detail of Securities Held For the Month Ending September 30, 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
Security Type Sub-Total 252,565,000.00 243,774,698.51 3.07 1,149,331.71 248,383,144.79 246,163,334.17 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 1,712.50 600,000.00 597,874.80

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 0.56 186.67 100,000.00 99,299.40

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 0.81 733.87 220,102.58 215,380.66

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 1,701.25 510,000.00 499,291.53

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 1,588.23 505,558.84 492,941.11

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 4,072.78 1,295,000.00 1,264,076.70

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 1,321.84 505,000.00 486,544.78 Security Type Sub-Total 3,735,000.00 3,739,366.75 1.02 11,317.14 3,735,661.42 3,655,408.98 Federal Agency Commercial Mortgage-Backed Security
FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
3137BTUM1 2,428,018.89 AA+ Aaa 05/19/23 05/24/23 2,353,281.44 4.29 6,772.15 2,382,145.15 2,391,197.98 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 3,843,618.93 3,932,996.00 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 2,184,471.18 2,233,242.38 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 3,367,139.50 3,452,851.85 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
3137HAMR4 3,565,001.01 AA+ Aaa 09/20/23 09/28/23 3,509,055.44 5.19 14,260.00 3,519,500.64 3,636,276.07 CITY OF MODESTO - COMBINED PORTFOLIO Page 9
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Managed Account Detail of Securities Held For the Month Ending September 30, 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 K506 A1
DTD 09/01/2023 4.650% 05/01/2028
3137HAMG8 1,881,235.98 AA+ Aaa 09/07/23 09/14/23 1,853,102.08 5.01 7,289.79 1,858,794.02 1,917,248.48 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
3137HAD45 2,792,279.08 AA+ Aaa 07/19/23 07/27/23 2,792,209.28 4.78 11,115.60 2,792,226.02 2,836,084.36 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 3,526,469.60 3,590,177.50 FNA 2023-M6 A2
DTD 07/01/2023 4.190% 07/01/2028
3136BQDE6 3,344,451.16 AA+ Aaa 07/18/23 07/31/23 3,287,752.25 4.58 11,677.71 3,301,026.24 3,356,624.96 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
3137HAMN3 2,118,728.71 AA+ Aaa 09/19/23 09/28/23 2,118,718.10 5.27 9,308.28 2,118,721.22 2,181,440.96 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 3,754,523.15 3,878,899.40 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 3,780,395.35 3,946,769.75 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 2,812,027.23 2,971,576.03 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 3,762,268.88 3,897,758.80 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 1,461,428.97 1,517,751.72 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 2,119,814.09 2,186,146.88 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 1,950,504.24 2,000,908.04 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 2,209,063.12 2,244,222.21 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 2,239,532.73 2,261,740.44 CITY OF MODESTO - COMBINED PORTFOLIO Page 10
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Managed Account Detail of Securities Held For the Month Ending September 30, 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 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 2,775,291.20 2,855,180.88 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 3,445,439.68 3,517,650.40 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 3,839,843.13 3,939,206.25 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 3,850,795.97 3,946,470.00 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 2,133,096.13 2,217,843.38 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 3,264,560.83 3,332,280.77 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 3,963,763.65 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 3,531,984.45 3,569,604.50 Security Type Sub-Total 79,999,714.82 79,447,813.30 4.85 309,069.02 79,674,681.65 81,775,913.64 Federal Agency Bond / Note

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 1,618.75 2,218,216.84 2,156,246.04

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 0.49 168.75 449,531.30 435,425.85

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 0.44 206.25 549,683.13 532,187.15

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 0.47 885.00 2,358,009.72 2,283,566.68

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 10.83 129,966.57 125,503.56 CITY OF MODESTO - COMBINED PORTFOLIO Page 11
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Managed Account Detail of Securities Held For the Month Ending September 30, 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

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 0.44 283.33 3,397,996.46 3,282,400.80

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 4,080.00 2,039,827.83 1,963,077.72

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 4,430.00 2,213,250.61 2,131,479.00 Security Type Sub-Total 13,365,000.00 13,319,559.90 0.48 11,682.91 13,356,482.46 12,909,886.80 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 6,411.25 2,225,131.39 2,147,543.52

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 4,547.81 3,465,221.11 3,314,504.66

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 34,072.65 2,025,000.00 2,008,765.58

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 10,600.00 3,013,793.54 2,924,946.00

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 24,751.88 3,749,811.94 3,850,057.50

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 27,271.11 2,491,196.86 2,510,517.76

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 13,633.76 849,323.24 869,028.10

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 56,139.03 3,500,000.00 3,578,351.00

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 1,502.58 364,714.52 350,552.57 CITY OF MODESTO - COMBINED PORTFOLIO Page 12
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Managed Account Detail of Securities Held For the Month Ending September 30, 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

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 15,125.00 2,951,324.60 2,971,800.00

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 4,773.22 3,479,472.03 3,506,981.43

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 4,649.30 1,434,277.18 1,488,266.93

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 21,939.67 1,218,038.46 1,225,437.54

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 81,466.67 5,211,796.94 5,254,756.00

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 5,240.81 500,097.62 511,161.26

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 9,475.81 901,595.26 924,220.86

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 12,334.44 1,163,685.57 1,203,036.09

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 7,924.13 1,124,499.05 1,169,199.70

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 8,166.67 2,796,059.93 2,915,721.20

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 1,821.50 5,650,000.00 5,977,315.80

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 9,802.42 1,900,000.00 1,918,359.70

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 4.74 810.10 364,405.64 375,214.53

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 30,562.00 1,296,559.24 1,336,899.73 CITY OF MODESTO - COMBINED PORTFOLIO Page 13
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Managed Account Detail of Securities Held For the Month Ending September 30, 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

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 37,288.00 1,577,853.42 1,631,120.90

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 17,898.75 1,932,119.90 1,990,501.61

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 3,619.00 658,591.15 665,949.24

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 12,556.83 2,293,269.00 2,310,642.06 Security Type Sub-Total 58,470,000.00 57,948,659.85 4.21 464,384.39 58,137,837.59 58,930,851.27 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 36,547.78 3,500,000.00 3,593,142.00 Security Type Sub-Total 3,500,000.00 3,500,000.00 5.08 36,547.78 3,500,000.00 3,593,142.00 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 46,066.13 5,626,687.48 5,768,572.04

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 25,159.40 1,360,000.00 1,402,487.76

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 48,838.83 2,644,641.93 2,722,476.24 Security Type Sub-Total 9,635,000.00 9,627,215.45 5.51 120,064.36 9,631,329.41 9,893,536.04 Asset-Backed Security
TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
89239BAC5 180,167.93 AAA Aaa 09/21/21 09/27/21 180,153.57 0.43 34.43 180,163.62 178,617.05 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
14314QAC8 49,067.59 AAA NR 04/13/21 04/21/21 49,057.02 0.52 11.34 49,064.57 48,883.59 CITY OF MODESTO - COMBINED PORTFOLIO Page 14
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Managed Account Detail of Securities Held For the Month Ending September 30, 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
HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
44935FAD6 109,351.85 AAA NR 11/09/21 11/17/21 109,327.44 0.75 35.96 109,343.04 108,343.52 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 13,707.68 834,915.28 843,956.21 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 2,088.53 889,834.46 903,707.78 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 1,464,958.75 1,485,234.58 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 2,219,655.26 2,251,925.82 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 1,582.40 689,881.59 698,416.62 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 3,014,585.60 3,053,712.60 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 2,922,633.59 2,984,868.90 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 1,883.60 764,933.49 782,829.85 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 2,424,883.04 2,459,376.80 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 3,019,320.65 3,085,222.94 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 3,088,435.66 3,160,739.37 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 1,129,877.50 1,154,853.22 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 1,364,847.69 1,392,316.38 CITY OF MODESTO - COMBINED PORTFOLIO Page 15
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Managed Account Detail of Securities Held For the Month Ending September 30, 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
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 4.85 737.60 364,936.13 369,606.30 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 3,389,551.92 3,432,727.56 Security Type Sub-Total 27,928,587.37 27,924,828.90 5.25 75,761.09 27,921,821.84 28,395,339.09 Managed Account Sub-Total 449,198,302.20 439,282,142.66 3.66 2,178,158.40 444,340,959.16 445,317,411.99 $449,198,302.20 $439,282,142.66 3.66% $2,178,158.40 $444,340,959.16 $445,317,411.99 $447,495,570.39
$2,178,158.40
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 September 30, 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 99.95 10,529,922.13 52,946.93 1,969.68 DTD 10/31/2022 4.375% 10/31/2024

0.09 4.83
US TREASURY N/B 912828XB1 11,015,000.00 MorganSt 98.69 10,870,516.25 176,069.96 56,523.65 DTD 05/15/2015 2.125% 05/15/2025

0.62 5.02
US TREASURY N/B 91282CHN4 10,805,000.00 WellsFar 100.55 10,864,254.62 65,163.60 64,174.09 DTD 07/31/2023 4.750% 07/31/2025

0.82 4.02
US TREASURY N/B 91282CAJ0 4,340,000.00 WellsFar 96.63 4,193,559.72 (97,954.34) (135,542.36) DTD 08/31/2020 0.250% 08/31/2025

0.91 4.05
US TREASURY N/B 91282CAJ0 4,635,000.00 BNPPSA 96.63 4,478,605.83 215,673.21 (56,337.40) DTD 08/31/2020 0.250% 08/31/2025

0.91 4.05
US TREASURY N/B 91282CFK2 11,115,000.00 Nomura 99.54 11,063,937.69 2,341.79 137.16 DTD 09/15/2022 3.500% 09/15/2025

0.94 3.97
US TREASURY N/B 91282CAM3 1,100,000.00 BNPPSA 96.39 1,060,262.50 (15,760.94) (33,772.04) DTD 09/30/2020 0.250% 09/30/2025

0.98 3.89
US TREASURY N/B 91282CAM3 4,550,000.00 HSBC 96.39 4,385,631.25 (87,942.97) (145,597.51) DTD 09/30/2020 0.250% 09/30/2025

0.98 3.89
US TREASURY N/B 91282CAT8 5,010,000.00 HSBC 96.13 4,816,253.28 (78,086.17) (165,974.13) DTD 11/02/2020 0.250% 10/31/2025

1.07 3.85
US TREASURY N/B 91282CAT8 6,930,000.00 TD Secur 96.13 6,662,003.04 (121,275.87) (228,996.40) DTD 11/02/2020 0.250% 10/31/2025

1.07 3.85
US TREASURY N/B 91282CAZ4 4,250,000.00 WellsFar 96.04 4,081,496.00 (51,795.02) (135,192.17) DTD 11/30/2020 0.375% 11/30/2025

1.15 3.80
US TREASURY N/B 91282CAZ4 4,635,000.00 WellsFar 96.04 4,451,231.52 196,446.36 (62,544.69) DTD 11/30/2020 0.375% 11/30/2025

1.15 3.80
US TREASURY N/B 91282CBC4 500,000.00 HSBC 95.80 479,023.50 (19,589.78) (20,623.43) DTD 12/31/2020 0.375% 12/31/2025

1.23 3.76
US TREASURY N/B 91282CBC4 1,040,000.00 Citigrou 95.80 996,368.88 (39,609.25) (42,622.33) DTD 12/31/2020 0.375% 12/31/2025

1.23 3.76
US TREASURY N/B 91282CBC4 3,735,000.00 JPMorgan 95.80 3,578,305.55 (68,134.10) (133,337.87) DTD 12/31/2020 0.375% 12/31/2025

1.23 3.76
US TREASURY N/B 91282CBH3 2,400,000.00 BNPPSA 95.57 2,293,780.80 (60,094.20) (92,760.32) DTD 02/01/2021 0.375% 01/31/2026

1.32 3.72
US TREASURY N/B 91282CBH3 5,000,000.00 Nomura 95.57 4,778,710.00 59,178.75 (126,634.23) DTD 02/01/2021 0.375% 01/31/2026

1.32 3.72
CITY OF MODESTO - COMBINED PORTFOLIO Page 17
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 5,775,000.00 MorganSt 95.57 5,519,410.05 (50,757.92) (188,461.28) DTD 02/01/2021 0.375% 01/31/2026

1.32 3.72
US TREASURY N/B 91282CBH3 7,980,000.00 JPMorgan 95.57 7,626,821.16 370,008.66 (95,728.32) DTD 02/01/2021 0.375% 01/31/2026

1.32 3.72
US TREASURY N/B 9128286F2 3,210,000.00 GoldmanS 98.23 3,153,199.05 (339,682.20) (136,627.71) DTD 02/28/2019 2.500% 02/28/2026

1.38 3.70
US TREASURY N/B 91282CBQ3 4,645,000.00 Nomura 95.51 4,436,518.47 176,545.42 (69,135.87) DTD 03/01/2021 0.500% 02/28/2026

1.39 3.69
US TREASURY N/B 91282CBQ3 6,000,000.00 WellsFar 95.51 5,730,702.00 (107,579.25) (215,356.84) DTD 03/01/2021 0.500% 02/28/2026

1.39 3.69
US TREASURY N/B 91282CBT7 2,480,000.00 WellsFar 95.65 2,372,080.32 (106,950.93) (107,601.81) DTD 03/31/2021 0.750% 03/31/2026

1.47 3.67
US TREASURY N/B 91282CBT7 4,925,000.00 MorganSt 95.65 4,710,683.70 (186,036.03) (205,718.85) DTD 03/31/2021 0.750% 03/31/2026

1.47 3.67
US TREASURY N/B 91282CCF6 1,405,000.00 BOFAML 95.24 1,338,152.91 (58,834.20) (64,146.47) DTD 06/01/2021 0.750% 05/31/2026

1.63 3.63
US TREASURY N/B 91282CCF6 4,615,000.00 Nomura 95.24 4,395,427.53 141,875.77 (74,754.59) DTD 06/01/2021 0.750% 05/31/2026

1.63 3.63
US TREASURY N/B 91282CCF6 4,800,000.00 Citigrou 95.24 4,571,625.60 172,500.60 (60,906.32) DTD 06/01/2021 0.750% 05/31/2026

1.63 3.63
US TREASURY N/B 91282CCW9 4,640,000.00 RBC Capi 94.64 4,391,323.84 133,217.59 (82,563.07) DTD 08/31/2021 0.750% 08/31/2026

1.88 3.57
US TREASURY N/B 91282CCZ2 4,310,000.00 RBC Capi 94.71 4,081,871.70 113,472.87 (76,004.14) DTD 09/30/2021 0.875% 09/30/2026

1.94 3.55
US TREASURY N/B 912828U24 4,545,000.00 RBC Capi 96.66 4,393,206.09 37,285.19 (61,395.20) DTD 11/15/2016 2.000% 11/15/2026

2.04 3.56
US TREASURY N/B 912828V98 9,220,000.00 JPMorgan 96.89 8,933,672.90 (47,903.66) (163,575.84) DTD 02/15/2017 2.250% 02/15/2027

2.28 3.53
US TREASURY N/B 91282CEF4 910,000.00 Barclays 97.41 886,397.33 31,423.89 8,084.56 DTD 03/31/2022 2.500% 03/31/2027

2.37 3.50
US TREASURY N/B 912828ZN3 6,480,000.00 Nomura 92.43 5,989,444.56 197,944.56 (115,842.60) DTD 04/30/2020 0.500% 04/30/2027

2.52 3.50
US TREASURY N/B 912828ZV5 5,545,000.00 WellsFar 91.97 5,099,886.22 179,131.92 (94,696.87) DTD 06/30/2020 0.500% 06/30/2027

2.68 3.50
CITY OF MODESTO - COMBINED PORTFOLIO Page 18
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 1,200,000.00 BNPPSA 96.36 1,156,359.60 13,734.60 (10,419.96) DTD 08/15/2017 2.250% 08/15/2027

2.74 3.57
US TREASURY N/B 9128282R0 2,985,000.00 HSBC 96.36 2,876,444.51 46,407.99 (18,532.36) DTD 08/15/2017 2.250% 08/15/2027

2.74 3.57
US TREASURY N/B 91282CFM8 5,380,000.00 BOFAML 101.57 5,464,482.14 119,578.23 105,907.99 DTD 09/30/2022 4.125% 09/30/2027

2.75 3.48
US TREASURY N/B 91282CFU0 2,715,000.00 Nomura 101.55 2,757,104.22 4,348.75 18,348.68 DTD 10/31/2022 4.125% 10/31/2027

2.83 3.50
US TREASURY N/B 91282CFU0 3,160,000.00 JPMorgan 101.55 3,209,005.28 (20,490.03) 5,131.98 DTD 10/31/2022 4.125% 10/31/2027

2.83 3.50
US TREASURY N/B 91282CAU5 8,775,000.00 WellsFar 91.05 7,989,707.70 516,903.99 47,550.69 DTD 11/02/2020 0.500% 10/31/2027

3.00 3.57
US TREASURY N/B 91282CGC9 4,250,000.00 Nomura 100.92 4,289,015.00 22,081.41 26,989.11 DTD 01/03/2023 3.875% 12/31/2027

3.01 3.49
US TREASURY N/B 91282CGH8 2,220,000.00 BNPPSA 99.74 2,214,190.26 (4,075.37) (4,581.86) DTD 01/31/2023 3.500% 01/31/2028

3.11 3.50
US TREASURY N/B 91282CBJ9 3,450,000.00 HSBC 91.14 3,144,485.25 149,723.53 (2,105.67) DTD 02/01/2021 0.750% 01/31/2028

3.24 3.51
US TREASURY N/B 91282CGP0 1,120,000.00 JPMorgan 101.32 1,134,787.36 29,443.61 24,815.74 DTD 02/28/2023 4.000% 02/29/2028

3.16 3.50
US TREASURY N/B 91282CGP0 2,825,000.00 TD Secur 101.32 2,862,298.48 68,638.32 58,754.22 DTD 02/28/2023 4.000% 02/29/2028

3.16 3.50
US TREASURY N/B 91282CBS9 2,555,000.00 BNPPSA 92.37 2,360,081.61 60,681.41 (12,367.53) DTD 03/31/2021 1.250% 03/31/2028

3.35 3.57
US TREASURY N/B 91282CGT2 2,675,000.00 RBS 100.16 2,679,181.03 7,002.32 6,188.15 DTD 03/31/2023 3.625% 03/31/2028

3.20 3.50
US TREASURY N/B 91282CHA2 2,810,000.00 Barclays 99.71 2,801,766.70 4,828.81 1,116.20 DTD 05/01/2023 3.500% 04/30/2028

3.29 3.50
US TREASURY N/B 91282CHA2 6,530,000.00 GoldmanS 99.71 6,510,867.10 (48,977.04) (40,529.66) DTD 05/01/2023 3.500% 04/30/2028

3.29 3.50
US TREASURY N/B 91282CKG5 3,450,000.00 BMO 102.21 3,526,410.60 114,549.27 111,263.97 DTD 04/01/2024 4.125% 03/31/2029

4.01 3.57
US TREASURY N/B 91282CKP5 5,190,000.00 GoldmanS 104.36 5,416,252.86 214,291.53 215,169.81 DTD 04/30/2024 4.625% 04/30/2029

4.05 3.51
CITY OF MODESTO - COMBINED PORTFOLIO Page 19
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 1,430,000.00 JPMorgan 103.93 1,486,250.48 43,291.10 44,036.01 DTD 05/31/2024 4.500% 05/31/2029

4.14 3.56
US TREASURY N/B 91282CKT7 4,190,000.00 JPMorgan 103.93 4,354,817.84 130,119.40 132,128.93 DTD 05/31/2024 4.500% 05/31/2029

4.14 3.56
US TREASURY N/B 91282CKX8 2,920,000.00 Citigrou 102.86 3,003,608.36 106,648.98 105,613.23 DTD 07/01/2024 4.250% 06/30/2029

4.24 3.57
US TREASURY N/B 91282CLC3 2,105,000.00 Citigrou 101.84 2,143,645.70 24,009.37 24,441.94 DTD 07/31/2024 4.000% 07/31/2029

4.35 3.51
US TREASURY N/B 91282CLK5 7,550,000.00 Citigrou 100.24 7,568,286.10 2,655.24 2,831.29 DTD 09/03/2024 3.625% 08/31/2029

4.46 3.49
Security Type Sub-Total 252,565,000.00 246,163,334.17 2,388,635.66 (2,219,810.62) 1.99 3.78 Municipal Bond / Note
CA ST UNIV-D 13077DMK5 600,000.00 GoldmanS 99.65 597,874.80 (2,125.20) (2,125.20) DTD 09/17/2020 0.685% 11/01/2024

0.09 4.60
CALIFORNIA ST DEPT OF 13067WRB0 100,000.00 MorganSt 99.30 99,299.40 (700.60) (700.60) DTD 08/06/2020 0.560% 12/01/2024

0.17 4.57
UNIV OF CALIFORNIA-BG (CALLABLE) 91412HGE7 220,000.00 JPMorgan 04/15/25 97.90 215,380.66 (5,415.74) (4,721.92) DTD 07/16/2020 0.883% 05/15/2025

0.62 4.31
UNIV OF CALIFORNIA-BG (CALLABLE) 91412HGE7 510,000.00 JPMorgan 04/15/25 97.90 499,291.53 (10,708.47) (10,708.47) DTD 07/16/2020 0.883% 05/15/2025

0.62 4.31
FLORIDA ST BRD OF ADM 341271AD6 505,000.00 BOFAML 97.61 492,941.11 (15,629.24) (12,617.73) DTD 09/16/2020 1.258% 07/01/2025

0.73 4.42
FLORIDA ST BRD OF ADM 341271AD6 1,295,000.00 BOFAML 97.61 1,264,076.70 (30,923.30) (30,923.30) DTD 09/16/2020 1.258% 07/01/2025

0.73 4.42
NJ TPK AUTH -B-TXBL 646140DP5 505,000.00 Citigrou 96.35 486,544.78 (18,455.22) (18,455.22) DTD 02/04/2021 1.047% 01/01/2026

1.23 4.05
Security Type Sub-Total 3,735,000.00 3,655,408.98 (83,957.77) (80,252.44) 0.65 4.38 Federal Agency Commercial Mortgage-Backed Security
FHMS K061 A2 3137BTUM1 2,428,018.89 Citigrou 98.48 2,391,197.98 37,916.54 9,052.83 DTD 01/01/2017 3.347% 11/01/2026

1.93 3.94
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 K064 A2 3137BXQY1 4,000,000.00 MorganSt 98.32 3,932,996.00 159,871.00 89,377.07 DTD 05/01/2017 3.224% 03/01/2027

2.20 3.83
FHMS K065 A2 3137F1G44 2,275,000.00 Citigrou 98.16 2,233,242.38 88,255.08 48,771.20 DTD 07/01/2017 3.243% 04/01/2027

2.34 3.86
FHMS K066 A2 3137F2LJ3 3,530,000.00 CantorFi 97.81 3,452,851.85 151,750.29 85,712.35 DTD 08/01/2017 3.117% 06/01/2027

2.45 3.84
FHMS K507 A1 3137HAMR4 3,565,001.01 BOFAML 102.00 3,636,276.07 127,220.63 116,775.43 DTD 09/01/2023 4.800% 04/01/2028

2.83 3.94
FHMS K506 A1 3137HAMG8 1,881,235.98 WellsFar 101.91 1,917,248.48 64,146.40 58,454.46 DTD 09/01/2023 4.650% 05/01/2028

3.02 3.88
FHMS KJ46 A1 3137HAD45 2,792,279.08 JPMorgan 101.57 2,836,084.36 43,875.08 43,858.34 DTD 07/01/2023 4.777% 06/01/2028

2.50 3.98
FHMS K505 A2 3137HACX2 3,500,000.00 JPMorgan 102.58 3,590,177.50 55,219.50 63,707.90 DTD 07/01/2023 4.819% 06/01/2028

3.28 3.91
FNA 2023-M6 A2 3136BQDE6 3,344,451.16 JPMorgan 100.36 3,356,624.96 68,872.71 55,598.72 DTD 07/01/2023 4.190% 07/01/2028

3.42 3.95
FHMS KJ47 A1 3137HAMN3 2,118,728.71 JPMorgan 102.96 2,181,440.96 62,722.86 62,719.74 DTD 09/01/2023 5.272% 08/01/2028

2.76 4.05
FHMS K506 A2 3137HAMH6 3,800,000.00 WellsFar 102.08 3,878,899.40 135,112.80 124,376.25 DTD 09/01/2023 4.650% 08/01/2028

3.42 3.92
FHMS K508 A2 3137HAQ74 3,850,000.00 BMO 102.51 3,946,769.75 181,223.35 166,374.40 DTD 10/01/2023 4.740% 08/01/2028

3.44 3.89
FHMS K509 A2 3137HAST4 2,890,000.00 MorganSt 102.82 2,971,576.03 173,717.90 159,548.80 DTD 10/01/2023 4.850% 09/01/2028

3.52 3.93
FHMS K507 A2 3137HAMS2 3,800,000.00 BOFAML 102.57 3,897,758.80 143,180.20 135,489.92 DTD 09/01/2023 4.800% 09/01/2028

3.48 3.94
FHMS K510 A2 3137HB3D4 1,465,000.00 JPMorgan 103.60 1,517,751.72 56,987.03 56,322.75 DTD 11/01/2023 5.069% 10/01/2028

3.54 3.94
FHMS K511 A2 3137HB3G7 2,125,000.00 BOFAML 102.88 2,186,146.88 67,252.00 66,332.79 DTD 12/01/2023 4.860% 10/01/2028

3.58 3.94
FHMS K512 A2 3137HBCF9 1,935,000.00 JPMorgan 103.41 2,000,908.04 47,839.01 50,403.80 DTD 12/01/2023 5.000% 11/01/2028

3.59 3.94
FHMS K513 A2 3137HBFY5 2,190,000.00 BMO 102.48 2,244,222.21 32,346.30 35,159.09 DTD 01/01/2024 4.724% 12/01/2028

3.71 3.94
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 K514 A2 3137HBLV4 2,220,000.00 JPMorgan 101.88 2,261,740.44 19,542.66 22,207.71 DTD 02/01/2024 4.572% 12/01/2028

3.67 3.94
FHMS K518 A2 3137HC2L5 2,715,000.00 JPMorgan 105.16 2,855,180.88 74,627.20 79,889.68 DTD 03/01/2024 5.400% 01/01/2029

3.78 3.94
FHMS K517 A2 3137HC2C5 3,355,000.00 BOFAML 104.85 3,517,650.40 62,047.37 72,210.72 DTD 03/01/2024 5.355% 01/01/2029

3.79 3.98
FHMS K515 A2 3137HBPD0 3,750,000.00 WellsFar 105.05 3,939,206.25 88,181.25 99,363.12 DTD 02/01/2024 5.400% 01/01/2029

3.70 3.94
FHMS K516 A2 3137HBPM0 3,750,000.00 MorganSt 105.24 3,946,470.00 83,981.25 95,674.03 DTD 03/01/2024 5.477% 01/01/2029

3.73 3.98
FHMS K520 A2 3137HCKV3 2,125,000.00 BOFAML 104.37 2,217,843.38 84,218.00 84,747.25 DTD 04/01/2024 5.180% 03/01/2029

3.90 3.97
FHMS K524 A2 3137HDV56 3,245,000.00 PIER 102.69 3,332,280.77 67,353.23 67,719.94 DTD 07/01/2024 4.720% 05/01/2029

4.08 3.96
FHMS K522 A2 3137HDJJ0 3,850,000.00 MorganSt 102.95 3,963,763.65 113,775.20 113,763.65 DTD 06/01/2024 4.803% 05/01/2029

3.98 3.96
FHMS K526 A2 3137HDXL9 3,500,000.00 BMO 101.99 3,569,604.50 36,865.50 37,620.05 DTD 08/01/2024 4.543% 07/01/2029

4.23 3.95
Security Type Sub-Total 79,999,714.82 81,775,913.64 2,328,100.34 2,101,231.99 3.35 3.93 Federal Agency Bond / Note
FREDDIE MAC 3137EAEU9 2,220,000.00 WellsFar 97.13 2,156,246.04 (52,698.36) (61,970.80) DTD 07/23/2020 0.375% 07/21/2025

0.79 4.45
FANNIE MAE 3135G05X7 450,000.00 Nomura 96.76 435,425.85 (12,054.15) (14,105.45) DTD 08/27/2020 0.375% 08/25/2025

0.88 3.95
FANNIE MAE 3135G05X7 550,000.00 Citigrou 96.76 532,187.15 (16,102.35) (17,495.98) DTD 08/27/2020 0.375% 08/25/2025

0.88 3.95
FANNIE MAE 3135G05X7 2,360,000.00 Barclays 96.76 2,283,566.68 (65,388.52) (74,443.04) DTD 08/27/2020 0.375% 08/25/2025

0.88 3.95
FREDDIE MAC 3137EAEX3 130,000.00 WellsFar 96.54 125,503.56 (4,326.14) (4,463.01) DTD 09/25/2020 0.375% 09/23/2025

0.96 3.94
FREDDIE MAC 3137EAEX3 3,400,000.00 Citigrou 96.54 3,282,400.80 (107,365.20) (115,595.66) DTD 09/25/2020 0.375% 09/23/2025

0.96 3.94
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 3135G06G3 2,040,000.00 Nomura 96.23 1,963,077.72 (76,147.08) (76,750.11) DTD 11/12/2020 0.500% 11/07/2025

1.08 3.86
FANNIE MAE 3135G06G3 2,215,000.00 Barclays 96.23 2,131,479.00 (75,591.30) (81,771.61) DTD 11/12/2020 0.500% 11/07/2025

1.08 3.86
Security Type Sub-Total 13,365,000.00 12,909,886.80 (409,673.10) (446,595.66) 0.95 4.00 Corporate Note
BRISTOL-MYERS SQUIBB CO (CALLABLE) 110122DN5 2,230,000.00 BOFAML 10/13/25 96.30 2,147,543.52 (63,345.38) (77,587.87) DTD 11/13/2020 0.750% 11/13/2025

1.09 4.06
BANK OF NY MELLON CORP (CALLABLE) 06406RAQ0 3,465,000.00 US_BANC 12/28/25 95.66 3,314,504.66 (151,326.94) (150,716.45) DTD 01/28/2021 0.750% 01/28/2026

1.29 4.06
BANK OF AMERICA CORP (CALLABLE) 06051GKM0 2,025,000.00 BOFAML 04/02/25 99.20 2,008,765.58 (16,234.42) (16,234.42) DTD 03/22/2022 3.384% 04/02/2026

0.49 5.78
MICROSOFT CORP (CALLABLE) 594918BR4 3,000,000.00 TD Secur 05/08/26 97.50 2,924,946.00 (108,204.00) (88,847.54) DTD 08/08/2016 2.400% 08/08/2026

1.73 3.80
BANK OF AMERICA NA (CALLABLE) 06428CAA2 3,750,000.00 BOFAML 07/17/26 102.67 3,850,057.50 100,357.50 100,245.56 DTD 08/18/2023 5.526% 08/18/2026

1.70 4.00
MASTERCARD INC (CALLABLE) 57636QAG9 2,560,000.00 CSFirstB 08/21/26 98.07 2,510,517.76 76,418.56 19,320.90 DTD 11/21/2016 2.950% 11/21/2026

1.95 3.83
JP MORGAN CHASE BANK NA (CALLABLE) 48125LRU8 850,000.00 Citigrou 11/08/26 102.24 869,028.10 19,801.60 19,704.86 DTD 12/08/2023 5.110% 12/08/2026

1.97 3.95
JP MORGAN CHASE BANK NA (CALLABLE) 48125LRU8 3,500,000.00 JPMorgan 11/08/26 102.24 3,578,351.00 78,351.00 78,351.00 DTD 12/08/2023 5.110% 12/08/2026

1.97 3.95
TARGET CORP (CALLABLE) 87612EBM7 365,000.00 Citigrou 12/15/26 96.04 350,552.57 (13,826.93) (14,161.95) DTD 01/24/2022 1.950% 01/15/2027

2.19 3.69
MICROSOFT CORP (CALLABLE) 594918BY9 3,000,000.00 GoldmanS 11/06/26 99.06 2,971,800.00 57,630.00 20,475.40 DTD 02/06/2017 3.300% 02/06/2027

2.13 3.64
HOME DEPOT INC (CALLABLE) 437076BT8 3,610,000.00 TD Secur 06/14/27 97.15 3,506,981.43 101,307.43 27,509.40 DTD 09/14/2017 2.800% 09/14/2027

2.72 3.81
JPMORGAN CHASE & CO (CALLABLE) 46647PCW4 1,535,000.00 BOFAML 02/24/27 96.96 1,488,266.93 84,708.98 53,989.75 DTD 02/24/2022 2.947% 02/24/2028

2.27 4.77
WALMART INC (CALLABLE) 931142FB4 1,220,000.00 Barclays 03/15/28 100.45 1,225,437.54 8,158.14 7,399.08 DTD 04/18/2023 3.900% 04/15/2028

3.19 3.68
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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
APPLE INC (CALLABLE) 037833ET3 5,200,000.00 HSBC 04/10/28 101.05 5,254,756.00 38,376.00 42,959.06 DTD 05/10/2023 4.000% 05/10/2028

3.24 3.61
JOHN DEERE CAPITAL CORP 24422EXB0 495,000.00 SBSC 103.26 511,161.26 9,429.26 11,063.64 DTD 07/14/2023 4.950% 07/14/2028

3.40 3.95
JOHN DEERE CAPITAL CORP 24422EXB0 895,000.00 TD Secur 103.26 924,220.86 20,530.41 22,625.60 DTD 07/14/2023 4.950% 07/14/2028

3.40 3.95
JOHN DEERE CAPITAL CORP 24422EXB0 1,165,000.00 Citigrou 103.26 1,203,036.09 39,771.94 39,350.52 DTD 07/14/2023 4.950% 07/14/2028

3.40 3.95
PACCAR FINANCIAL CORP 69371RS64 1,130,000.00 TD Secur 103.47 1,169,199.70 46,284.80 44,700.65 DTD 08/10/2023 4.950% 08/10/2028

3.48 3.93
TOYOTA MOTOR CREDIT CORP 89236TLB9 2,800,000.00 BOFAML 104.13 2,915,721.20 120,593.20 119,661.27 DTD 09/11/2023 5.250% 09/11/2028

3.55 4.08
CITIBANK NA (CALLABLE) 17325FBB3 5,650,000.00 Citigrou 08/29/28 105.79 5,977,315.80 327,315.80 327,315.80 DTD 09/29/2023 5.803% 09/29/2028

3.51 4.14
STATE STREET CORP (CALLABLE) 857477CN1 1,900,000.00 HSBC 02/20/28 100.97 1,918,359.70 18,359.70 18,359.70 DTD 08/20/2024 4.530% 02/20/2029

3.11 4.50
BLACKROCK FUNDING INC (CALLABLE) 09290DAA9 365,000.00 Citigrou 02/14/29 102.80 375,214.53 10,875.18 10,808.89 DTD 03/14/2024 4.700% 03/14/2029

3.94 3.93
ADOBE INC (CALLABLE) 00724PAF6 1,295,000.00 TD Secur 03/04/29 103.24 1,336,899.73 40,190.33 40,340.49 DTD 04/04/2024 4.800% 04/04/2029

3.90 3.94
ADOBE INC (CALLABLE) 00724PAF6 1,580,000.00 BOFAML 03/04/29 103.24 1,631,120.90 53,475.10 53,267.48 DTD 04/04/2024 4.800% 04/04/2029

3.90 3.94
PEPSICO INC (CALLABLE) 713448FX1 1,935,000.00 Citigrou 06/17/29 102.87 1,990,501.61 58,500.86 58,381.71 DTD 07/17/2024 4.500% 07/17/2029

4.22 3.80
ELI LILLY & CO (CALLABLE) 532457CQ9 660,000.00 MorganSt 07/14/29 100.90 665,949.24 7,394.64 7,358.09 DTD 08/14/2024 4.200% 08/14/2029

4.31 3.92
ELI LILLY & CO (CALLABLE) 532457CQ9 2,290,000.00 JPMorgan 07/14/29 100.90 2,310,642.06 17,298.66 17,373.06 DTD 08/14/2024 4.200% 08/14/2029

4.31 3.92
Security Type Sub-Total 58,470,000.00 58,930,851.27 982,191.42 793,013.68 2.69 4.01 Certificate of Deposit
COOPERAT RABOBANK UA/NY 21684LGS5 3,500,000.00 RABO UA 102.66 3,593,142.00 93,142.00 93,142.00 DTD 07/20/2023 5.080% 07/17/2026

1.69 3.53
CITY OF MODESTO - COMBINED PORTFOLIO Page 24
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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 3,500,000.00 3,593,142.00 93,142.00 93,142.00 1.69 3.53 Bank Note
WELLS FARGO BANK NA (CALLABLE) 94988J6D4 5,635,000.00 WellsFar 07/07/26 102.37 5,768,572.04 146,926.99 141,884.56 DTD 08/09/2023 5.450% 08/07/2026

1.68 4.04
MORGAN STANLEY BANK NA (CALLABLE) 61690U8B9 1,360,000.00 MorganSt 05/26/27 103.12 1,402,487.76 42,487.76 42,487.76 DTD 05/30/2024 5.504% 05/26/2028

2.42 4.57
MORGAN STANLEY BANK NA (CALLABLE) 61690U8B9 2,640,000.00 MorganSt 05/26/27 103.12 2,722,476.24 76,905.84 77,834.31 DTD 05/30/2024 5.504% 05/26/2028

2.42 4.57
Security Type Sub-Total 9,635,000.00 9,893,536.04 266,320.59 262,206.63 1.99 4.26 Asset-Backed Security
TAOT 2021-C A3 89239BAC5 180,167.93 Barclays 99.14 178,617.05 (1,536.52) (1,546.57) DTD 09/27/2021 0.430% 01/15/2026

0.20 5.01
CARMX 2021-2 A3 14314QAC8 49,067.59 BOFAML 99.63 48,883.59 (173.43) (180.98) DTD 04/21/2021 0.520% 02/17/2026

0.08 5.26
HART 2021-C A3 44935FAD6 109,351.85 SMBC 99.08 108,343.52 (983.92) (999.52) DTD 11/17/2021 0.740% 05/15/2026

0.23 4.78
CCCIT 2023-A1 A1 17305EGW9 835,000.00 Citigrou 101.07 843,956.21 9,060.92 9,040.93 DTD 12/11/2023 5.230% 12/08/2027

1.13 4.21
KCOT 2023-2A A3 500945AC4 890,000.00 JPMorgan 101.54 903,707.78 13,932.59 13,873.32 DTD 07/26/2023 5.280% 01/18/2028

1.58 4.28
BAAT 2023-1A A3 06428AAC2 1,465,000.00 BOFAML 101.38 1,485,234.58 20,290.10 20,275.83 DTD 07/31/2023 5.530% 02/15/2028

1.29 4.45
HAROT 2023-3 A3 43815QAC1 2,220,000.00 BOFAML 101.44 2,251,925.82 32,383.58 32,270.56 DTD 08/22/2023 5.410% 02/18/2028

1.28 4.28
TAOT 2023-C A3 89231FAD2 690,000.00 BNPPSA 101.22 698,416.62 8,572.70 8,535.03 DTD 08/15/2023 5.160% 04/17/2028

1.38 4.22
USAOT 2023-A A3 90291VAC4 3,015,000.00 JPMorgan 101.28 3,053,712.60 39,240.22 39,127.00 DTD 09/15/2023 5.580% 05/15/2028

1.21 4.50
BAAT 2023-2A A3 06054YAC1 2,925,000.00 BOFAML 102.05 2,984,868.90 59,921.84 62,235.31 DTD 11/21/2023 5.740% 06/15/2028

1.55 4.42
TAOT 2023-D A3 89239FAD4 765,000.00 JPMorgan 102.33 782,829.85 17,912.32 17,896.36 DTD 11/14/2023 5.540% 08/15/2028

1.66 4.07
CITY OF MODESTO - COMBINED PORTFOLIO Page 25
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Managed Account Fair Market Value & Analytics For the Month Ending September 30, 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
FITAT 2023-1 A3 31680EAD3 2,425,000.00 JPMorgan 101.42 2,459,376.80 34,527.15 34,493.76 DTD 08/23/2023 5.530% 08/15/2028

1.36 4.48
CHAIT 2023-A1 A 161571HT4 3,020,000.00 JPMorgan 102.16 3,085,222.94 66,060.08 65,902.29 DTD 09/15/2023 5.160% 09/15/2028

1.83 3.96
AMXCA 2023-3 A 02582JKD1 3,090,000.00 Citigrou 102.29 3,160,739.37 70,877.49 72,303.71 DTD 09/19/2023 5.230% 09/15/2028

1.82 3.96
HART 2023-C A3 44918CAD4 1,130,000.00 BNPPSA 102.20 1,154,853.22 25,001.81 24,975.72 DTD 11/13/2023 5.540% 10/16/2028

1.61 4.16
BACCT 2023-A2 A2 05522RDH8 1,365,000.00 BOFAML 102.00 1,392,316.38 27,499.70 27,468.69 DTD 12/14/2023 4.980% 11/15/2028

1.98 3.94
GMCAR 2024-1 A3 36268GAD7 365,000.00 Barclays 101.26 369,606.30 4,679.70 4,670.17 DTD 01/17/2024 4.850% 12/18/2028

1.72 4.09
CHAIT 2024-A1 A 161571HV9 3,390,000.00 JPMorgan 101.26 3,432,727.56 43,243.86 43,175.64 DTD 01/31/2024 4.600% 01/16/2029

2.13 3.97
Security Type Sub-Total 27,928,587.37 28,395,339.09 470,510.19 473,517.25 1.59 4.21 Managed Account Sub-Total 449,198,302.20 445,317,411.99 6,035,269.33 976,452.83 2.26 3.88 Total Investments $447,495,570.39
$2,178,158.40
$445,317,411.99
Accrued Interest
Securities Sub-Total $449,198,302.20 $6,035,269.33 $976,452.83 2.26 3.88% CITY OF MODESTO - COMBINED PORTFOLIO Page 26
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Managed Account Security Transactions & Interest For the Month Ending September 30, 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
09/05/24 US TREASURY N/B
DTD 09/03/2024 3.625% 08/31/2029
09/04/24 91282CLK5 7,550,000.00 (7,565,630.86) (3,780.21) (7,569,411.07) 09/16/24 US TREASURY N/B
DTD 09/15/2022 3.500% 09/15/2025
09/16/24 91282CFK2 11,115,000.00 (11,061,595.90) (1,074.65) (11,062,670.55) Transaction Type Sub-Total 18,665,000.00 (18,627,226.76) (4,854.86) (18,632,081.62)

INTEREST
09/25/24 FHMS K522 A2
DTD 06/01/2024 4.803% 05/01/2029
09/01/24 3137HDJJ0 0.00 15,409.63 15,409.63
09/25/24 FHMS K065 A2
DTD 07/01/2017 3.243% 04/01/2027
09/01/24 3137F1G44 0.00 6,148.19 6,148.19
09/25/24 FHMS K514 A2
DTD 02/01/2024 4.572% 12/01/2028
09/01/24 3137HBLV4 0.00 8,458.20 8,458.20
09/25/24 FHMS K505 A2
DTD 07/01/2023 4.819% 06/01/2028
09/01/24 3137HACX2 0.00 14,055.42 14,055.42
09/25/24 FHMS K512 A2
DTD 12/01/2023 5.000% 11/01/2028
09/01/24 3137HBCF9 0.00 8,062.50 8,062.50
09/25/24 FHMS K508 A2
DTD 10/01/2023 4.740% 08/01/2028
09/01/24 3137HAQ74 0.00 15,207.50 15,207.50
09/25/24 FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
09/01/24 3137BTUM1 0.00 6,785.30 6,785.30
09/25/24 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
09/01/24 3137HAD45 0.00 11,122.73 11,122.73
09/25/24 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
09/01/24 3137HAMN3 0.00 9,325.96 9,325.96
09/25/24 FHMS K518 A2
DTD 03/01/2024 5.400% 01/01/2029
09/01/24 3137HC2L5 0.00 12,217.50 12,217.50
09/25/24 FHMS K513 A2
DTD 01/01/2024 4.724% 12/01/2028
09/01/24 3137HBFY5 0.00 8,621.30 8,621.30
09/25/24 FHMS K509 A2
DTD 10/01/2023 4.850% 09/01/2028
09/01/24 3137HAST4 0.00 11,680.42 11,680.42
09/25/24 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
09/01/24 3137F2LJ3 0.00 9,169.18 9,169.18
CITY OF MODESTO - COMBINED PORTFOLIO Page 27
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Managed Account Security Transactions & Interest For the Month Ending September 30, 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
09/25/24 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
09/01/24 3137HAMR4 0.00 14,309.57 14,309.57
09/25/24 FHMS K517 A2
DTD 03/01/2024 5.355% 01/01/2029
09/01/24 3137HC2C5 0.00 14,971.69 14,971.69
09/25/24 FHMS K516 A2
DTD 03/01/2024 5.477% 01/01/2029
09/01/24 3137HBPM0 0.00 17,115.63 17,115.63
09/25/24 FHMS K511 A2
DTD 12/01/2023 4.860% 10/01/2028
09/01/24 3137HB3G7 0.00 8,606.25 8,606.25
09/25/24 FHMS K506 A2
DTD 09/01/2023 4.650% 08/01/2028
09/01/24 3137HAMH6 0.00 14,725.00 14,725.00
09/25/24 FHMS K515 A2
DTD 02/01/2024 5.400% 01/01/2029
09/01/24 3137HBPD0 0.00 16,875.00 16,875.00
09/25/24 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
09/01/24 3137HAMG8 0.00 7,295.58 7,295.58
09/25/24 FHMS K524 A2
DTD 07/01/2024 4.720% 05/01/2029
09/01/24 3137HDV56 0.00 12,763.67 12,763.67
09/25/24 FHMS K507 A2
DTD 09/01/2023 4.800% 09/01/2028
09/01/24 3137HAMS2 0.00 15,200.00 15,200.00
09/25/24 FHMS K526 A2
DTD 08/01/2024 4.543% 07/01/2029
09/01/24 3137HDXL9 0.00 13,250.42 13,250.42
09/25/24 FHMS K510 A2
DTD 11/01/2023 5.069% 10/01/2028
09/01/24 3137HB3D4 0.00 6,188.40 6,188.40
09/25/24 FHMS K520 A2
DTD 04/01/2024 5.180% 03/01/2029
09/01/24 3137HCKV3 0.00 9,172.92 9,172.92
09/25/24 FHMS K064 A2
DTD 05/01/2017 3.224% 03/01/2027
09/01/24 3137BXQY1 0.00 10,746.67 10,746.67
09/25/24 FNA 2023-M6 A2
DTD 07/01/2023 4.190% 07/01/2028
09/01/24 3136BQDE6 0.00 12,220.83 12,220.83
09/03/24 MONEY MARKET FUND
DTD 01/01/2010 0.000% --
09/03/24 MONEY0002 0.00 2,712.41 2,712.41
09/11/24 TOYOTA MOTOR CREDIT CORP
DTD 09/11/2023 5.250% 09/11/2028
09/11/24 89236TLB9 0.00 73,500.00 73,500.00
09/14/24 BLACKROCK FUNDING INC (CALLABLE)
DTD 03/14/2024 4.700% 03/14/2029
09/14/24 09290DAA9 0.00 8,577.50 8,577.50
CITY OF MODESTO - COMBINED PORTFOLIO Page 28
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Managed Account Security Transactions & Interest For the Month Ending September 30, 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
09/14/24 HOME DEPOT INC (CALLABLE)
DTD 09/14/2017 2.800% 09/14/2027
09/14/24 437076BT8 0.00 50,540.00 50,540.00
09/15/24 CHAIT 2024-A1 A
DTD 01/31/2024 4.600% 01/16/2029
09/15/24 161571HV9 0.00 12,995.00 12,995.00
09/15/24 TAOT 2023-C A3
DTD 08/15/2023 5.160% 04/17/2028
09/15/24 89231FAD2 0.00 2,967.00 2,967.00
09/15/24 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
09/15/24 02582JKD1 0.00 13,467.25 13,467.25
09/15/24 CHAIT 2023-A1 A
DTD 09/15/2023 5.160% 09/15/2028
09/15/24 161571HT4 0.00 12,986.00 12,986.00
09/15/24 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
09/15/24 06428AAC2 0.00 6,751.21 6,751.21
09/15/24 KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
09/15/24 500945AC4 0.00 3,916.00 3,916.00
09/15/24 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
09/15/24 14314QAC8 0.00 32.91 32.91
09/15/24 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
09/15/24 44935FAD6 0.00 81.19 81.19
09/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
09/15/24 06054YAC1 0.00 13,991.25 13,991.25
09/15/24 HART 2023-C A3
DTD 11/13/2023 5.540% 10/16/2028
09/15/24 44918CAD4 0.00 5,216.83 5,216.83
09/15/24 DCENT 2021-A1 A1
DTD 09/27/2021 0.580% 09/15/2026
09/15/24 254683CP8 0.00 374.58 374.58
09/15/24 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
09/15/24 89239FAD4 0.00 3,531.75 3,531.75
09/15/24 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
09/15/24 89239BAC5 0.00 79.04 79.04
09/15/24 USAOT 2023-A A3
DTD 09/15/2023 5.580% 05/15/2028
09/15/24 90291VAC4 0.00 14,019.75 14,019.75
09/15/24 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
09/15/24 14316NAC3 0.00 1.89 1.89
09/15/24 FITAT 2023-1 A3
DTD 08/23/2023 5.530% 08/15/2028
09/15/24 31680EAD3 0.00 11,175.21 11,175.21
CITY OF MODESTO - COMBINED PORTFOLIO Page 29
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Managed Account Security Transactions & Interest For the Month Ending September 30, 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
09/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
09/15/24 05522RDH8 0.00 5,664.75 5,664.75
09/16/24 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
09/16/24 36268GAD7 0.00 1,475.21 1,475.21
09/18/24 HAROT 2023-3 A3
DTD 08/22/2023 5.410% 02/18/2028
09/18/24 43815QAC1 0.00 10,008.50 10,008.50
09/23/24 FREDDIE MAC
DTD 09/25/2020 0.375% 09/23/2025
09/23/24 3137EAEX3 0.00 6,618.75 6,618.75
09/29/24 CITIBANK NA (CALLABLE)
DTD 09/29/2023 5.803% 09/29/2028
09/29/24 17325FBB3 0.00 163,934.75 163,934.75
09/30/24 US TREASURY N/B
DTD 03/31/2022 2.500% 03/31/2027
09/30/24 91282CEF4 0.00 11,375.00 11,375.00
09/30/24 US TREASURY N/B
DTD 03/31/2023 3.625% 03/31/2028
09/30/24 91282CGT2 0.00 48,484.38 48,484.38
09/30/24 US TREASURY N/B
DTD 09/30/2021 0.875% 09/30/2026
09/30/24 91282CCZ2 0.00 18,856.25 18,856.25
09/30/24 US TREASURY N/B
DTD 03/31/2021 1.250% 03/31/2028
09/30/24 91282CBS9 0.00 15,968.75 15,968.75
09/30/24 US TREASURY N/B
DTD 09/30/2022 4.125% 09/30/2027
09/30/24 91282CFM8 0.00 110,962.50 110,962.50
09/30/24 US TREASURY N/B
DTD 09/30/2020 0.250% 09/30/2025
09/30/24 91282CAM3 0.00 7,062.50 7,062.50
09/30/24 US TREASURY N/B
DTD 03/31/2021 0.750% 03/31/2026
09/30/24 91282CBT7 0.00 27,768.75 27,768.75
09/30/24 US TREASURY N/B
DTD 04/01/2024 4.125% 03/31/2029
09/30/24 91282CKG5 0.00 71,156.25 71,156.25
Transaction Type Sub-Total 0.00 1,045,958.57 1,045,958.57

MATURITY
09/16/24 LMA AMERICAS LLC
DTD 03/07/2024 0.000% 09/16/2024
09/16/24 53944QJG6 11,065,000.00 11,065,000.00 0.00 11,065,000.00 309,229.87 0.00 Transaction Type Sub-Total 11,065,000.00 11,065,000.00 0.00 11,065,000.00 309,229.87 0.00 CITY OF MODESTO - COMBINED PORTFOLIO Page 30
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Managed Account Security Transactions & Interest For the Month Ending September 30, 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

PAYDOWNS
09/25/24 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
09/01/24 3137HAMN3 4,023.24 4,023.24 0.00 4,023.24 0.02 0.01 09/25/24 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
09/01/24 3137HAMG8 1,493.60 1,493.60 0.00 1,493.60 22.33 18.18 09/25/24 FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
09/01/24 3137BTUM1 4,715.33 4,715.33 0.00 4,715.33 145.14 92.54 09/25/24 FNA 2023-M6 A2
DTD 07/01/2023 4.190% 07/01/2028
09/01/24 3136BQDE6 155,548.84 155,548.84 0.00 155,548.84 2,637.03 2,063.77 09/25/24 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
09/01/24 3137HAD45 1,791.34 1,791.34 0.00 1,791.34 0.05 0.04 09/25/24 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
09/01/24 3137HAMR4 12,390.69 12,390.69 0.00 12,390.69 194.44 161.48 09/15/24 CARMX 2021-2 A3
DTD 04/21/2021 0.520% 02/17/2026
09/15/24 14314QAC8 26,867.70 26,867.70 0.00 26,867.70 5.79 1.71 09/15/24 TAOT 2021-C A3
DTD 09/27/2021 0.430% 01/15/2026
09/15/24 89239BAC5 40,397.41 40,397.41 0.00 40,397.41 3.22 1.00 09/15/24 DCENT 2021-A1 A1
DTD 09/27/2021 0.580% 09/15/2026
09/15/24 254683CP8 775,000.00 775,000.00 0.00 775,000.00 165.93 66.82 09/15/24 CARMX 2021-1 A3
DTD 01/27/2021 0.340% 12/15/2025
09/15/24 14316NAC3 6,668.60 6,668.60 0.00 6,668.60 1.32 0.33 09/15/24 HART 2021-C A3
DTD 11/17/2021 0.740% 05/15/2026
09/15/24 44935FAD6 22,301.13 22,301.13 0.00 22,301.13 4.98 1.85 Transaction Type Sub-Total 1,051,197.88 1,051,197.88 0.00 1,051,197.88 3,180.25 2,407.73 SELL
09/05/24 FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
09/04/24 3135G04Z3 1,190,000.00 1,154,014.40 1,289.17 1,155,303.57 (43,208.90) (37,257.12) FIFO 09/05/24 FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
09/04/24 3135G04Z3 175,000.00 169,708.00 189.58 169,897.58 (4,929.75) (5,235.18) FIFO 09/05/24 FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
09/04/24 3135G04Z3 200,000.00 193,952.00 216.67 194,168.67 (6,760.00) (6,165.49) FIFO 09/05/24 FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
09/04/24 3135G04Z3 3,820,000.00 3,704,483.20 4,138.33 3,708,621.53 (131,828.20) (118,235.37) FIFO CITY OF MODESTO - COMBINED PORTFOLIO Page 31
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Managed Account Security Transactions & Interest For the Month Ending September 30, 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
09/05/24 FANNIE MAE
DTD 06/19/2020 0.500% 06/17/2025
09/04/24 3135G04Z3 1,075,000.00 1,042,492.00 1,164.58 1,043,656.58 (37,549.75) (33,348.29) FIFO Transaction Type Sub-Total 6,460,000.00 6,264,649.60 6,998.33 6,271,647.93 (224,276.60) (200,241.45) Managed Account Sub-Total (246,379.28) 1,048,102.04 801,722.76 88,133.52 (197,833.72) Total Security Transactions ($246,379.28) $1,048,102.04 $801,722.76 $88,133.52 ($197,833.72) CITY OF MODESTO - COMBINED PORTFOLIO Page 32
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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
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% 9/30/2024 3.73% 21,244,197.28 5.29% 401,135,133.05 3.54% 43,205,826.11 4.78% 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. #8..
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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
FHLMC 2,220,000 7/21/2025 4.453% 1 8,512 0.48% 7,904
FNMA 450,000 8/25/2025 3.950% 1 1,996 0.49% 1,657
FHLMC 550,000 8/25/2025 3.950% 1 2,180 0.44% 1,809
FHLMC 2,360,000 8/25/2025 3.950% 1 9,996 0.47% 8,294
FNMA 130,000 9/23/2025 3.939% 1 512 0.40% 390
FNMA 3,400,000 9/23/2025 3.939% 1 14,536 0.44% 11,085
FNMA 2,040,000 11/7/2025 3.860% 1 11,435 0.51% 7,747
FNMA 2,215,000 11/7/2025 3.860% 1 14,011 0.57% 9,491
Federal Agency CMBS
FHLMC 2,428,019 11/1/2026 3.940% 2 217,497 4.29% 77,922 FHLMC 4,000,000 3/1/2027 3.830% 2 477,334 4.94% 147,746 FHLMC 2,275,000 4/1/2027 3.860% 3 280,821 4.93% 83,969
FHLMC 3,530,000 6/1/2027 3.840% 3 467,899 4.97% 131,146 FHLMC 3,565,001 4/1/2028 3.940% 4 648,480 5.19% 138,417 FHLMC 1,881,236 5/1/2028 3.880% 4 337,786 5.01% 70,447
FHLMC 3,500,000 6/1/2028 3.910% 4 590,143 4.59% 120,231 FHLMC 2,792,279 6/1/2028 3.980% 4 489,747 4.78% 99,777
FHLMC 3,344,451 7/1/2028 3.950% 4 574,394 4.58% 114,460 FHLMC 3,800,000 8/1/2028 3.920% 4 727,377 4.99% 141,737 FNMA 2,118,729 8/1/2028 4.050% 4 428,742 5.27% 83,545
FHLMC 3,850,000 8/1/2028 3.890% 4 776,079 5.25% 151,227 FHLMC 3,800,000 9/1/2028 3.940% 4 756,561 5.07% 144,233 FHLMC 2,890,000 9/1/2028 3.930% 4 635,455 5.60% 121,145 FHLMC 1,465,000 10/1/2028 3.940% 4 301,335 5.14% 56,268 FHLMC 2,125,000 10/1/2028 3.940% 4 419,284 4.93% 78,293 FHLMC 1,935,000 11/1/2028 3.940% 4 378,920 4.79% 69,287 FHLMC 2,190,000 12/1/2028 3.940% 4 411,073 4.50% 73,685 FHLMC 2,220,000 12/1/2028 3.940% 4 402,476 4.34% 72,144 FHLMC 3,750,000 1/1/2029 3.940% 4 764,217 4.79% 134,254 FHLMC 3,750,000 1/1/2029 3.980% 4 764,584 4.79% 134,319 FHLMC 3,355,000 1/1/2029 3.980% 4 666,593 4.67% 117,104 FHLMC 2,715,000 1/1/2029 3.940% 4 558,414 4.83% 98,100
FHLMC 2,125,000 3/1/2029 3.970% 4 477,529 5.09% 80,822
FHLMC 3,850,000 5/1/2029 3.960% 5 848,078 4.80% 138,307 FHLMC 3,245,000 5/1/2029 3.960% 5 681,070 4.58% 111,071 FHLMC 3,500,000 7/1/2029 3.950% 5 720,881 4.33% 113,430 U.S. Treasury
U.S. Treasury 10,535,000 10/31/2024 4.830% 0 46,603 3.61% 284,625 U.S. Treasury 11,015,000 5/15/2025 5.015% 1 352,653 4.84% 398,904 U.S. Treasury 10,805,000 7/31/2025 4.020% 1 432,557 4.81% 388,448 U.S. Treasury 4,635,000 8/31/2025 4.046% 1 116,603 2.74% 95,023 U.S. Treasury 4,340,000 8/31/2025 4.046% 1 21,028 0.53% 17,136 U.S. Treasury 11,115,000 9/15/2025 3.973% 1 425,913 4.00% 332,212 U.S. Treasury 1,100,000 9/30/2025 3.890% 1 8,844 0.80% 6,615 U.S. Treasury 4,550,000 9/30/2025 3.890% 1 30,499 0.67% 22,811 U.S. Treasury 6,930,000 10/31/2025 3.850% 1 58,622 0.78% 40,414 U.S. Treasury 5,010,000 10/31/2025 3.850% 1 42,011 0.77% 28,962 U.S. Treasury 4,635,000 11/30/2025 3.800% 1 148,959 2.75% 95,460 U.S. Treasury 4,250,000 11/30/2025 3.800% 1 52,832 1.07% 33,857 U.S. Treasury 3,735,000 12/31/2025 3.760% 1 41,513 0.89% 24,799 U.S. Treasury 500,000 12/31/2025 3.760% 1 2,706 0.43% 1,616 U.S. Treasury 1,040,000 12/31/2025 3.760% 1 5,906 0.45% 3,528 U.S. Treasury 7,980,000 1/31/2026 3.720% 1 314,729 2.95% 176,068 U.S. Treasury 5,000,000 1/31/2026 3.720% 1 123,945 1.85% 69,338 U.S. Treasury 5,775,000 1/31/2026 3.720% 1 98,243 1.27% 54,960 U.S. Treasury 2,400,000 1/31/2026 3.720% 1 25,811 0.80% 14,440 U.S. Treasury 4,645,000 2/28/2026 3.690% 1 181,108 2.76% 95,819 U.S. Treasury 6,000,000 2/28/2026 3.690% 1 97,944 1.15% 51,819 U.S. Treasury 3,210,000 2/28/2026 3.700% 1 31,870 0.70% 16,862 U.S. Treasury 2,480,000 3/31/2026 3.670% 1 28,198 0.76% 14,073 U.S. Treasury 4,925,000 3/31/2026 3.670% 1 64,176 0.87% 32,029 U.S. Treasury 4,800,000 5/31/2026 3.630% 2 239,261 2.99% 107,431 U.S. Treasury 4,615,000 5/31/2026 3.630% 2 212,251 2.76% 95,303 U.S. Treasury 1,405,000 5/31/2026 3.630% 2 20,322 0.87% 9,125 U.S. Treasury 4,640,000 8/31/2026 3.570% 2 244,721 2.75% 95,441 U.S. Treasury 4,310,000 9/30/2026 3.550% 2 238,593 2.77% 89,227 U.S. Treasury 4,545,000 11/15/2026 3.560% 2 290,734 3.01% 102,281 U.S. Treasury 9,220,000 2/15/2027 3.530% 2 625,437 2.85% 196,710 U.S. Treasury 910,000 3/31/2027 3.500% 2 91,735 4.03% 27,460 U.S. Treasury 6,480,000 4/30/2027 3.500% 3 487,998 2.92% 141,426 U.S. Treasury 5,545,000 6/30/2027 3.500% 3 455,978 2.99% 124,110 U.S. Treasury 2,985,000 8/15/2027 3.570% 3 291,697 3.40% 75,913 U.S. Treasury 1,200,000 8/15/2027 3.570% 3 113,930 3.30% 29,650 U.S. Treasury 5,380,000 9/30/2027 3.480% 3 689,662 4.27% 171,943 U.S. Treasury 8,775,000 10/31/2027 3.570% 3 1,058,745 3.91% 256,694 U.S. Treasury 3,160,000 10/31/2027 3.500% 3 353,691 3.63% 85,753 U.S. Treasury 2,715,000 10/31/2027 3.500% 3 319,118 3.81% 77,371 U.S. Treasury 4,250,000 12/31/2027 3.490% 3 522,263 3.78% 120,116 U.S. Treasury 3,450,000 1/31/2028 3.510% 3 421,592 3.66% 94,495 U.S. Treasury 2,220,000 1/31/2028 3.500% 3 260,565 3.52% 58,403 U.S. Treasury 2,825,000 2/29/2028 3.500% 3 410,119 4.25% 89,785 U.S. Treasury 1,120,000 2/29/2028 3.500% 3 164,318 4.29% 35,973 U.S. Treasury 2,555,000 3/31/2028 3.570% 4 312,350 3.49% 66,723 U.S. Treasury 2,675,000 3/31/2028 3.500% 4 341,687 3.65% 72,989 U.S. Treasury 6,530,000 4/30/2028 3.500% 4 795,505 3.40% 166,034 U.S. Treasury 2,810,000 4/30/2028 3.500% 4 362,755 3.60% 75,713 U.S. Treasury 3,450,000 3/31/2029 3.570% 5 679,363 4.37% 112,883 U.S. Treasury 5,190,000 4/30/2029 3.510% 5 1,087,785 4.57% 177,505 U.S. Treasury 1,430,000 5/31/2029 3.560% 5 286,779 4.30% 45,945 U.S. Treasury 4,190,000 5/31/2029 3.560% 5 843,724 4.31% 135,174 U.S. Treasury 2,920,000 6/30/2029 3.570% 5 614,211 4.43% 96,701 U.S. Treasury 2,105,000 7/31/2029 3.510% 5 391,443 3.85% 60,546 U.S. Treasury 7,550,000 8/31/2029 3.490% 5 1,329,641 3.58% 202,111 Earnings to
Maturity
September 30, 2024
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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
September 30, 2024
Negotiable CD
Rabobank Nederland 3,500,000 7/17/2026 3.530% 2 319,066 5.08% 132,985 Corporate Note
Adobe 2,230,000 11/13/2025 4.060% 1 23,739 0.95% 15,845 Citigroup Inc 3,465,000 1/28/2026 4.060% 1 34,301 0.75% 19,308 Toyota Motor Corp 2,025,000 4/2/2026 5.780% 2 103,071 3.38% 51,254 The Bank Of New York Mellon Corporation 5,635,000 8/7/2026 4.040% 2 577,870 5.54% 233,371 Target Corp 3,000,000 8/8/2026 3.800% 2 118,983 2.14% 47,980 State Street Corporation 3,750,000 8/18/2026 4.000% 2 390,242 5.53% 155,074 JPMorgan Chase & Co 2,560,000 11/21/2026 3.830% 2 237,422 4.33% 82,885 Microsoft Corp 850,000 12/8/2026 3.950% 2 95,801 5.15% 32,733 Bank Of America Co 3,500,000 12/8/2026 3.950% 2 391,510 5.11% 133,770 Morgan Stanley 365,000 1/15/2027 3.690% 2 16,624 1.99% 5,422 Microsoft Corp 3,000,000 2/6/2027 3.640% 2 286,428 4.06% 91,030 Bank Of America Co 3,610,000 9/14/2027 3.810% 3 443,721 4.16% 112,267 Wells Fargo & Company 1,535,000 2/24/2028 4.770% 3 267,977 5.13% 58,903 Bristol-Myers Squibb Co 1,220,000 4/15/2028 3.680% 4 170,703 3.95% 36,042 Paccar Financial Corp 5,200,000 5/10/2028 3.610% 4 737,842 3.93% 152,831 Home Depot Inc 2,640,000 5/26/2028 4.570% 4 525,736 5.45% 107,591 JPMorgan Chase & Co 1,360,000 5/26/2028 4.570% 4 273,577 5.50% 55,987 Pepsico Inc 895,000 7/14/2028 3.950% 4 160,369 4.73% 31,656 Eli Lilly & Co 495,000 7/14/2028 3.950% 4 87,064 4.64% 17,186 Eli Lilly & Co 1,165,000 7/14/2028 3.950% 4 220,005 4.98% 43,428 Wal-Mart Stores Inc 1,130,000 8/10/2028 3.930% 4 222,359 5.09% 43,053 Deere & Company 2,800,000 9/11/2028 4.080% 4 585,175 5.29% 110,786 Adobe 5,650,000 9/29/2028 4.140% 4 1,311,478 5.80% 245,228 Morgan Stanley 1,900,000 2/20/2029 4.500% 4 378,236 4.53% 64,376 Blackrock Inc. 365,000 3/14/2029 3.930% 4 77,089 4.74% 12,943 Deere & Company 1,295,000 4/4/2029 3.940% 5 278,727 4.77% 46,201 Deere & Company 1,580,000 4/4/2029 3.940% 5 344,632 4.83% 57,125 Apple Inc 1,935,000 7/17/2029 3.800% 5 420,961 4.53% 65,632 Mastercard Inc 2,290,000 8/14/2029 3.920% 5 465,129 4.17% 71,377 JPMorgan Chase & Co 660,000 8/14/2029 3.920% 5 136,683 4.25% 20,975 Asset-Backed Securities
Bank of America Auto Trust 180,168 1/15/2026 5.010% 1 1,006 0.43% 582 American Express Co 49,068 2/17/2026 5.260% 1 356 0.52% 192 Hyundai Auto Receivables 109,352 5/15/2026 4.780% 2 1,321 0.75% 609 Bank Of America Co 835,000 12/8/2027 4.210% 3 139,363 5.23% 32,686 Citigroup Inc 890,000 1/18/2028 4.280% 3 155,323 5.29% 35,189 Fifth Third Auto Trust 1,465,000 2/15/2028 4.450% 3 273,723 5.53% 60,605 Toyota Motor Corp 2,220,000 2/18/2028 4.280% 3 407,092 5.42% 89,916 Kubota Credit Owners Trust 690,000 4/17/2028 4.220% 4 126,453 5.17% 26,658 Toyota Motor Corp 3,015,000 5/15/2028 4.500% 4 610,260 5.58% 125,927 Toyota Motor Corp 2,925,000 6/15/2028 4.420% 4 625,447 5.76% 126,106 Honda Auto Receivables 765,000 8/15/2028 4.070% 4 164,373 5.54% 31,713 Gm Financial Securitized Term 2,425,000 8/15/2028 4.480% 4 520,008 5.53% 100,327 USAA Owners Trust 3,090,000 9/15/2028 3.960% 4 641,968 5.24% 121,201 Chase Issurance 3,020,000 9/15/2028 3.960% 4 618,105 5.17% 116,696 Carmax Auto Owner Trust 1,130,000 10/16/2028 4.160% 4 253,461 5.54% 46,848 Bank of America Auto Trust 1,365,000 11/15/2028 3.940% 4 280,830 4.98% 50,874 Chase Issurance 365,000 12/18/2028 4.090% 4 74,759 4.85% 13,253 Hyundai Auto Receivables 3,390,000 1/16/2029 3.970% 4 670,824 4.60% 116,721 Municipal Securities
Florida State Board of Administration Finance 600,000 11/1/2024 4.600% 0 360 3.09% 13,858 University Of California 100,000 12/1/2024 4.570% 0 95 2.75% 2,054 California State University 220,000 5/15/2025 4.310% 1 1,103 1.23% 2,027 State Of California 510,000 5/15/2025 4.310% 1 2,801 1.30% 4,942 Florida State Board of Administration Finance 1,295,000 7/1/2025 4.420% 1 12,230 1.26% 12,186 New Jersey Turnpike Authority 505,000 7/1/2025 4.420% 1 4,193 1.11% 4,178 University Of California 505,000 1/1/2026 4.050% 1 6,635 1.05% 3,955 Overnight Investments 21,244,197 Varies Varies 4.02% 639,532 Totals (Main Portfolio) 472,662,499 47,480,314 3.59% 12,690,195 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. #8..
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Attachment 5
Issue Name / Type Trustee Bank Investment Total Amount
Instl Res Tre and Agny Cash Adv6541 $2,696,034.04
Financial Guaranty Insurance Pol $1.00
CAMP $2,146,033.17
Total $4,842,068.21
Instl Res Tre and Agny Cash Adv6541 $277,615.67
Letter of Credit $1.00
CAMP $5,309,027.97
Total $5,586,644.64
2018 Wastewater Refunding Bank of New York Fidelity Inv MM Trsy Only $1,164.44 2020 Wastewater Refunding Bank of New York Cash $5,982,683.46 Fairview Village Refunding US Bank First American Treasury Obligation Fund $202,349.59 Blackrock Federal Fund Instl 30 $3,936.83
CAMP $3,039,725.69
Total $3,043,662.52
Other Post Employment Benefits Section 115
Trust PARS HighMark Plus Moderate $1,736,331.98
Pension Section 115 Trust PARS HighMark Plus Moderately Conservative $3,027,630.52 Athens Administrators (New Third Party
Administrator - Worker's Compensation) Wells Fargo Bank $409,673.68 George Hills Company - General Liability Claims
Administration Services California Bank & Trust $43,250.47 Kemper Sports Management Inc. BMO Harris Bank Business Money Market $33,425.42 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 September 30, 2024
2008 Water Refunding COP Bank of New York
2008 Lease Revenue Bonds Bank of New York
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: November 9, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: September and October 2024 Grant Application and Awards CONTACT: Maria Garnica, Accounting Manager, [email protected] 209-577-5249
DESCRIPTION:

Consider accepting an Informational Report on the September and October 2024 Grant Applications and Awards. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Finance Department coordinated with California Consulting to update Administrative Directive 7.2, “Grant Management.” The revised directive was updated on July 26, 2023, to streamline the grant management process and to establish better controls regarding local match requirements, including potential future costs, which could be required as part of a grant agreement.

This directive has eliminated the requirement to go to Council for the application and acceptance of grant awards, if the grant does not require local match contributions exceeding $100,000. Grant applications and awards that require a local match contribution, which exceeds $100,000, must be approved by City Council following the Director of Finance and City Manager’s respective approvals. According to the revised directive, the City Manager is authorized to approve all grant applications and awards that exceed $25,000 and those which require a local match contribution under $100,000. Furthermore, the Director of Finance is authorized to approve grant applications and awards under $25,000 with no local funding requirements. All grant applications and awards require the approval of the Director of Finance. Departments may be required to obtain Council’s approval for grant applications and awards with no local match at the discretion of the City Manager.

It is common for entities offering grant opportunities to require submittal in a short time frame.

This can make it difficult for staff to route grant approval requests to Council in time to meet #9..
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City Council, December 10, 2024
September and October 2024 Grant Application and Awards

accelerated grant submission timelines. Due to the need for fast turnaround on grant application and award acceptance required by the granting agencies, this directive allows City departments to apply for an increased number of grants within the grant application periods and to provide quick response to award acceptance deadlines.

The Finance Department will inform Council of all grant activity by preparing a bi-monthly informational report on both grant applications and awards. The Finance Department has implemented a grant management software platform called eCivis, which established a workflow approval process and serves as a centralized database of all City grant applications and awards.

Additionally, it provides a research tool for grants for all City Departments to use in searching for grant opportunities. City departments continue to actively pursue new grant opportunities as part of notifications received from federal, state, and local agencies they have subscribed to, such as Department of Housing, Department of Transportation, State Water Resources Control Board, Department of Justice and professional government associations to name a few. City departments have assigned staff to monitor these grant application notices to determine if the City meets the required qualifications to apply for the grant and to determine the potential value to the City and the community.

On October 11, 2022, under Resolutions 2022-418, 2022-419, and 2022-420, City Council approved three (3) one-year agreements with two (2) one-year extension options, for On-call Water Resource grant research and writing services with Provost & Pritchard Consulting Group, West Yost Associates and Woodard & Curran to assist with grant research opportunities for the Utilities Department.

DISCUSSION:

During the months of September and October 2024, City Council approved the below grant applications recommended by City staff based on opportunities to receive federal, state and/or local grant funds for the City with local match requirements exceeding $100,000.

Modesto Police Department
(Grant Award $3,530,000 – Local Match $0) US17144 Community Oriented Policing Services (COPS) Technology and Equipment Program Invitational Solicitation (Limited Eligibility) – FY2024 from the U.S. Department of Justice (DoJ) Department. Funds from this grant will be used to enhance emergency response capabilities through the development of a state-of-the-art 9-1-1 emergency call center. This project aims to modernize dispatch operations, ensuring quick and efficient emergency response and improving overall public safety.

During the months of September and October 2024, City Manager and Director of Finance approved the following grant applications recommended by City staff based on opportunities to receive federal, state and/or local grant funds for the City with no local match requirement or local match requirements under $100,000.

Information Technology Department
(Grant Application $248,500 – Local Match $0) CA4426 State and Local Cybersecurity Grant – State Agency (SG) – FY2024. Funds from this grant would be used to fund upgrades to the cybersecurity infrastructure, including intrusion detection systems, data loss prevention, and vulnerability management tools, and workforce development in cybersecurity and emerging technologies amongst other critical smart city initiatives. #9..
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City Council, December 10, 2024
September and October 2024 Grant Application and Awards

Modesto Fire Department
(Grant Award $19,999 – Local Match $19,999, from General Funds) CA3736 Volunteer Fire Capacity (VFC) Program – FY2025, from CA Natural Resources Department. Funds from this grant will be used fund minor firefighting training, communications and safety equipment for volunteer firefighters.
(Grant Award $5,149,722 – Local Match $0) US4399 Staffing for Adequate Fire and Emergency Response (SAFER) Grant – FY2023 from U.S. Department of Homeland Security (DHS). Funds from this grant are used to assist local fire departments with staffing and deployment capabilities to respond to emergencies and ensure that communities have adequate protection from fire and fire-related hazards. Funding will assist in increasing the number of firefighters to help communities meet industry minimum standards and attain 24-hour staffing to allow recipients to respond to emergencies more effective and safely, with reduction in response time and an increase in the number of trained personnel assembled at incident scenes.

Modesto Police Department
(Grant Award $547,511 – Local Match $0) CA3306 Tobacco Grant Program – FY2025 from CA Department of Justice. Funds from this grant will be used to fund measures to comprehensively address the enforcement and education of tobacco-related laws and ordinance. This grant will fund one (1) full time Code Enforcement Officer who will serve as the hub of the program and will be responsible for conducting and coordinating compliance checks of tobacco retailers and provide training/education on these regulations to law enforcement, code enforcement, and retailers. (Grant Award $560,000 – Local Match $0) CA1628 California Office of traffic Safety (OTS):

General Grants – FY2025 from CA Department of Transportation. Funds from this grant would assist to empower low-income pet parents in the City of Modesto to provide the medical care their pets need, including low-cost vaccinations. This would be accomplished by creating a Vet Fund with low-income eligibility requirements that would cover essential veterinary services not to exceed $500 per pet, per year, and partnering with a local agency for low cost or free vaccination clinics. In addition, the funding would be used to provide educational opportunities to pet parents regarding responsible pet ownership to include licensing and registration requirements within the City limits. The goal in establishing the Vet Fund and providing education to pet owners is to reduce the number of animals surrendered to shelters due to financial hardships from pet care costs or citation fees from licensing violations. The goal is to strengthen the bond between pets and their families and promote responsible pet ownership within the community.

FISCAL IMPACT:

No fiscal impact will result from the acceptance of this informational report on September and October 2024, grant application and awards. A monthly summary by grant application and awards is as follows:

Grant Applications: $248,500
Grant Awards: $9,807,232
Local Match – General Funds $19,999
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City Council, December 10, 2024
September and October 2024 Grant Application and Awards

COMMITTEE RECOMMENDATION:

This item is informational in nature; therefore, this item is not required to be reviewed by a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting an Informational Report for September and October 2024, Grant Applications and Awards.

Approved by:

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

1. September and October 2024 Grant Applications

2. September and October 2024 Grant Awards
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Applications Submitted: Organization: Modesto
Projected Funds: Report Date: 11/09/2024
Cash: Requested By: Maria Garnica
In-Kind: Accounting Manager
[email protected]
Information based on all grant applications submitted during the reporting period:

Grant Status Agency Submitted App. Preparation Projected Award Submitted Projected Award Match Cash In-Kind Application Submitted CA Governor's Office of
Emergency Services
(CalOES)
09/23/2024 $248,500 $248,500 N/A N/A N/A
Applications Submitted, Created by Maria Garnica, [email protected], 11/09/2024 Source: eCivis™ Grants Network®
http://www.ecivis.com/
Department: Information Technology
Smart City Security
CA4426 State and Local Cybersecurity Grant - State Agency (SG) - FY 2024
Activity Report - Applications Submitted
Report Range: Report Range: 01-Sep-24 - 31-Oct-24
1 $248,500
$0.00
$0.00
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Awarded Grants: 5 Organization: Modesto
Awarded Funds: $9,807,232 Report Date: 11/09/2024
Cash: $19,999 Requested By: Maria Garnica
In-Kind: $0.00 Accounting Manager
[email protected]
Grant Agency Awarded Award Match Cash In-Kind
CA3736 Volunteer Fire Capacity (VFC) Program - FY 2025 CA Natural Resources 09/03/2024 $19,999 Cash $19,999 N/A US4399 Staffing for Adequate Fire and Emergency Response (SAFER) Grant - FY 2023 US Department of Homeland Security (DHS) 09/06/2024 $5,149,722 N/A N/A N/A Grant Agency Awarded Award Match Cash In-Kind
US17144 Community Oriented Policing Services (COPS) Technology and Equipment Program Invitational Solicitation (Limited Eligibility) - FY 2024 US Department of Justice (DoJ) 09/30/2024 $3,530,000 N/A N/A N/A CA3306 Tobacco Grant Program - FY 2025 CA Department of Justice 10/16/2024 $547,511 N/A N/A N/A CA1628 California Office of Traffic Safety (OTS): General Grants - FY 2025 CA Department of Transportation 10/08/2024 $560,000 None N/A N/A Grants Awarded, Created by Maria Garnica, [email protected], 11/09/2024 Source: eCivis™ Grants Network®
http://www.ecivis.com/
Modesto Fire Department
Modesto Police Department
Activity Report - Grants Awarded
Report Range: 09/01/2024 - 10/31/2024
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: November 14, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: American Rescue Act Plan Spending Plan Update
CONTACT: DeAnna Christensen, Director of Finance, [email protected], 209-577-5387
DESCRIPTION:

Consider accepting an informational update on the American Rescue Plan Act spending plan and approving a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 Enhancement Program. (Funding Source: American Rescue Plan Act)
STRATEGIC PLAN ELEMENT:

This item supports each of the initiatives in the City’s 2020-2025 Strategic Plan.

BACKGROUND:

In April 2021, President Biden signed into law the American Rescue Plan Act (ARPA) a $1.9 trillion emergency relief measure intended to provide relief to address the impact of COVID-19.

Key allocations from the American Rescue Plan that have been made available directly from the federal government for the community included direct support for businesses, homeowners, renters, and restaurant/bar owners.

This legislation made a historic investment into local governments that included making $45,897,056 available to the City of Modesto to help address the local impact of COVID-19. The $45.89 million is being made available by the U.S Treasury directly to the City in two tranches:
50 percent was made available in May 2021, and the remaining 50 percent was received on June 6, 2022. The deadline to obligate funds is December 31, 2024, and the deadline to expend the funds is December 31, 2026.

The Treasury Department has periodically released guidance on the eligibility of funds and released their Final Rule for the use of ARPA funds in January 2022. A summary of the allowable uses is below:
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City Council, December 10, 2024
American Rescue Act Plan Spending Plan Update

1. Public Health Response
a. Coronavirus State and Local Fiscal Recovery Funds provide resources to support the public health and safety response required due to the pandemic.

Additionally, these funds can also support services that address disparities in public health that have been exacerbated by the pandemic. The City is able to use this funding to address a broad range of public health needs across COVID19 mitigation, medical expenses, behavioral healthcare, and public health resources.

2. Address Negative Economic Impacts
a. To alleviate the economic hardships caused by the pandemic, Coronavirus State and Local Fiscal Recovery Funds enable eligible state, local, territorial, and Tribal governments to provide a wide range of assistance to individuals and households, small businesses, and impacted industries, in addition to enabling governments to rehire public sector staff and rebuild capacity. Among these uses include:
i. Supporting small businesses, helping them to address financial challenges caused by the pandemic and to make investments in COVID19 prevention and mitigation tactics, as well as to provide technical assistance. To achieve these goals, recipients may employ this funding to execute a broad array of loans, grants, in-kind assistance, and counseling programs to enable small businesses to rebound from the downturn.
ii. Speeding the recovery of the tourism, travel, and hospitality sectors, supporting industries that were particularly hard-hit by the COVID-19 emergency and are just now beginning to mend. Similarly impacted sectors within a local area are also eligible for support.

3. Supporting the Hardest-Hit Communities and Families
a. Support with investments in housing and neighborhoods, such as services to address individuals experiencing homelessness, affordable housing development, housing vouchers, and residential counseling and housing navigation assistance to facilitate moves to neighborhoods with high economic opportunity.
b. Addressing educational disparities through new or expanded early learning services, providing additional resources to high-poverty school districts, and offering educational services like tutoring or afterschool programs as well as services to address social, emotional, and mental health needs.

4. Replacing Lost Public Sector Revenue
a. Recipients may use these funds to replace lost revenue. The Treasury’s Final Rule establishes a methodology that each recipient can use to calculate its reduction in revenue. Alternatively, recipients may choose to take a standard #10..
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City Council, December 10, 2024
American Rescue Act Plan Spending Plan Update

allowance of $10 million in Revenue Replacement over the life of the program to be used on governmental services, rather than utilize the revenue loss formula for their amount of eligible funds. Because of the flexibility that using the standard allowance of $10 million offers the organization, the City of Modesto is opting to use the standard allowed rather than the revenue loss formula to help promote the ability of the organization to maximize the reach of the funds.

5. Investments in Water and Sewer Infrastructure
a. Recipients may use Coronavirus State and Local Fiscal Recovery Funds to invest in necessary improvements to their water and sewer infrastructures, including projects that address the impacts of climate change. Recipients may use this funding to invest in an array of drinking water infrastructure projects, such as building or upgrading facilities and transmission, distribution, and storage systems, including the replacement of lead service lines.

6. Investments in Broadband Infrastructure
a. Recognizing the acute need in certain communities, Treasury’s Final Rule provides that investments in broadband be made in areas that are currently unserved or underserved—in other words, lacking a wireline connection that reliably delivers minimum speeds of 25 Mbps download and 3 Mbps upload.

On August 10, 2023, Treasury released on its website the 2023 Interim Final Rule1 which implemented three new eligible uses authorized in the Consolidated Appropriations Act (CAA), 2023. The three new eligible uses included the following:

1. Emergency Relief from Natural Disasters
a. This eligible use allows recipients to use ARPA funds to provide emergency relief from natural disasters or the negative economic effects of natural disasters.

2. Surface Transportation
a. Recipients may use ARPA Funds for projects eligible under the 26 surface transportation programs specified in the 2023 CAA (Surface Transportation projects) but are subject to certain requirements and limitations.

3. Title I Projects
a. Recipients may use ARPA funds for Title I projects, which are the activities eligible under the Community Development Block Grants (CDBG) and Indian Community Development Block Grants (ICDBG) programs but are subject to certain requirements and limitations.

DISCUSSION:

As the Treasury obligation deadline of December 31, 2024, is closely approaching, City staff have determined the Fire Station 1 Deferred Maintenance program in the amount of $2,000,000 will not meet the obligation deadline. With the critical need to address the evaluation of either 1 https://home.treasury.gov/system/files/136/2023-Interim-Final-Rule.pdf #10..
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City Council, December 10, 2024
American Rescue Act Plan Spending Plan Update

addressing the structural improvements for the existing Fire Station 1 or rebuilding a new Fire Station 1, the City is proposing we establish an intra-agency agreement2 between the City of Modesto and Modesto Fire Department to meet the obligation requirements for this ARPA program. An intra-agency agreement allows the City to enter into a Memorandum of Understanding between departments, and agencies with the recipient government of the ARPA funding to address the obligation deadline. The Treasury Department has provided guidance that such an intra-agency agreement is sufficient to establish an obligation meeting ARPA’s.

One of the project requirements that falls under this intra-agency agreement includes providing public safety services which having a functional Fire Station is needed to provide these services.

The Fire Department is currently working with Modesto-based architectural firm, Red Inc, to investigate the existing conditions of Fire Station 1. This investigation involves consultants from the following engineering disciplines: architectural, structural, mechanical, and electrical, to determine the cost estimate of necessary improvements. The outcome of this study will help determine the nature of the enhancement implementation for the Fire Station 1 project. The investigation findings are estimated to be delivered by the end of November 2024 so that a request for proposals can begin shortly thereafter.

FISCAL IMPACT:

The City received $45,897,056 in ARPA funding and the current ARPA program at risk with not meeting the obligation deadline is the $2,000,000 allocated for the Fire Station 1. Below is a summary of the current expended or obligated activity as of October 7, 2024.

Department
Approved
Allocation Committed Expensed
Remaining
Balance
Community Economic Development $ 10,340,569 $ 3,828,765 $ 5,121,739 $ 1,390,065 Information Technology $ 990,000 $ 38,294 $ 798,404 $ 153,302 Modesto Fire Department $ 2,600,000 $ - $ 600,000 $ 2,000,000 Modesto Police Department $ 987,116 $ - $ 987,116 $ -
Parks, Recreation and Neighborhood $ 12,426,338 $ 6,543,076 $ 4,944,996 $ 938,266 Public Works $ 4,030,000 $ 297,939 $ 3,673,937 $ 58,124 Finance, HR, and OPMB $ 14,523,033 $ - $ 12,718,485 $ 1,804,548 TOTAL $ 45,897,056 $ 10,708,074 $ 28,844,677 $ 6,344,305 All of the other departments anticipate all remaining balance will be obligated by the December 31, 2024, deadline.

COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on November 13, 2024, and the Committee approved forwarding the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting an Informational Report update on the American Rescue Plan Act spending plan.
2 https://home.treasury.gov/system/files/136/SLRF_ObligatingFunds_Jul11.pdf #10..
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City Council, December 10, 2024
American Rescue Act Plan Spending Plan Update

Resolution approving a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 Enhancement Program; and authorizing the City Manager or his designee to execute the Memorandum of Understanding.

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

1. Resolution

2. Memorandum of Understanding_CoM ARPA_Fire Station 1_FINAL

3. November 13, 2024 Finance Committee ARPA Update Presentation #10..
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12/03/2024/FIN/DChristensen/Item 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF MODESTO AND MODESTO FIRE DEPARTMENT TO IMPLEMENT THE FIRE STATION 1 ENHANCEMENT PROGRAM; AND

AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE

THE MEMORANDUM OF UNDERSTANDING
WHEREAS, in April 2021, President Biden signed into law the American Rescue Plan Act (ARPA) a $1.9 trillion emergency relief measure intended to provide relief to address the impact of COVID-19; and
WHEREAS, this legislation made a historic investment into local governments that included making $45,897,056 available to the City of Modesto to help address the local impact of COVID-19; and
WHEREAS, as the Treasury obligation deadline of December 31, 2024, is closely approaching, City staff have determined the Fire Station 1 Deferred Maintenance program in the amount of $2,000,000 will not meet the obligation deadline; and WHEREAS, with the critical need to address the evaluation of either addressing the structural improvements for the existing Fire Station 1 or rebuilding a new Fire Station 1, the City is proposing we establish an intra-agency agreement between the City of Modesto and Modesto Fire Department to meet the obligation requirements for this ARPA program; and
WHEREAS, an intra-agency agreement allows the City to enter into a Memorandum of Understanding between departments, and agencies with the recipient government of the ARPA funding to address the obligation deadline; and #10..
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12/03/2024/FIN/DChristensen/Item 2024-
WHEREAS, the Treasury Department has provided guidance that such an intraagency agreement is sufficient to establish an obligation meeting ARPA’s requirements; and
WHEREAS, one of the project requirements that falls under this intra-agency agreement includes providing public safety services which having a functional Fire Station is needed to provide these services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 enhancement program.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Memorandum of Understanding, in a form approved by the City Attorney.
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12/03/2024/FIN/DChristensen/Item 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of December, 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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Memorandum of Understanding
Fire Station 1 Project
To: City of Modesto Fire Department
From: City of Modesto, City Manager
Date: __________________
I. Introduction
According to the ARPA SLFRF Final Rule effective April 1, 2022, Treasury has stated, “In recognition of the importance of capital expenditures in the COVID-19 public health Response, Treasury enumerates that the following projects are examples of eligible capital expenditures, as long as they meet the standards for capital expenditures in section Capital Expenditures in General Provisions: Other:
 Improvements to or construction of emergency operations centers and acquisition of emergency response equipment” (Page 60-61of the Final Rule).

II. Conditions on the Use of Fund
Through this Memorandum, the Department will abide by the following conditions:
a. Any funds not expended as authorized under this agreement must be refunded to the city before December 31, 2026.
b. Any funds that are not expended by December 31, 2026, are subject to recapture by the city for return to the United States Department of Treasury. c. The Department has responsibility for identifying and recovering SLFRF funds that were expended in error, disallowed, or unused.
d. To ensure compliance with the existing ARPA SLFRF guidelines set forth by the US Treasury, the Department shall provide on a quarterly basis to city council a comprehensive and detailed list of al ARPA-related expenditures on an itemized invoice and shall also provide any backup documentation to support such expenditures. The Department will also provide performance updates for all projects to show they are meeting key performance indicators.
e. The Department will comply with all closeout procedures for the awards, including full compliance with the agreement terms and conditions, ARPA SLFRF rules and guidance, and 2 CFR 200. Key tasks will be closeout communications, confirmation for maintenance of records and financial documents, receipt of all final reimbursement requests or payment requests, receipt of all financial reports and performance reports, fulfillment of any requests to reconcile reports and payment requests. The retention period per SLFRF compliance and reporting is 5 years.
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III. Provision of Funds
The City of Modesto, as authorized by its City Council, has authorized ARPA SLFRF funds to the City of Modesto Fire Department to carry out the Fire Station 1 Project identified below up until December 31, 2026.

Exp. Cat. Project Name Description SLFRF Estimated
Contribution

1.1 Feasibility Study Investigation of existing
conditions of Fire Station 1
involving consultants from the
following engineering
disciplines: architectural,
structural, mechanical, electrical
to determine the cost estimate of
necessary improvements.
$43,400

1.2 Enhancement
Initiative
Enhancement implementation for
Fire Station 1 project.
$1,956,600
Total $2,000,000
The funds obligated in this MoU will be used in two parts. The first will be to contract with a professional service provider to conduct a feasibility study for the cost estimate of Fire Station 1 improvements. The second will be to subaward the implementation of the enhancements to an eligible and qualified subrecipient. The City of Modesto and the Modesto Fire Department have agreed to the terms within this Memorandum of Understanding for carrying out these projects through December 31, 2026.

IV. Scope of Work
The Fire Station 1 Project Feasibility Study will be captured under “Expenditure Category 1.1 - Feasibility Study”. Below is a summary of the scope of work that is authorized under this MoU:
a. The project scope includes the following:
i. Architectural services to investigate existing conditions, meet at the site with users to develop design, measure existing building and develop existing floor plans, develop proposed floor plans for basement and 2nd floor, coordinate and consult engineers’ work, provide scoping plan for use in cost estimating, provide scoping narrative for use in cost estimating.
ii. Structural Engineering services to investigate existing conditions (1 site visit), review existing report for structural improvements, provide narrative/diagrams for proposed structural improvements that are needed.
iii. Mechanical Engineering services to investigate existing conditions and provide narrative of mechanical and plumbing upgrades needed for improvements. iv. Electrical Engineering services to investigate existing conditions, provide narrative of electrical, lighting, and low voltage upgrades needed for improvements, and construction documents.
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v. Cost Estimating services to investigate existing conditions and provide cost estimate based on scoping drawings and narratives.

The First Station 1 Project Enhancement Implementation will be captured under “Expenditure Category 1.2 – Enhancement Initiative”. Below is a summary of the scope of work that is authorized under this MoU:
a. The project scope includes the following:
i. Engineering design and project management required for the preparation of final design documents, including plans, specifications, and estimates. The scope also includes engineering support during construction once the project is bid on and awarded.
ii. Construction Documents to include drawings, specifications, and construction cost estimate.
iii. Project Management necessary to ensure the efficient completion of the project.

Project management duties would include, but are not limited to, coordination of subconsultant activities; providing updates and seeking input from City staff as appropriate; monitoring of project budget and schedule; and preparation for and attendance at meetings as directed by City staff.
iv. Permitting, coordinating, and submitting applications, plan reviews for all permitting necessary for design shall be the responsibility of the consultant. vi. Engineering support during construction will be provided by consultant during bid services and engineering support during the construction phase of the project.

These projects are subject to the terms, conditions, and policies of ARPA SLFRF, the Modesto Fire Department, and the relevant state and federal laws and regulations. Project deliverables shall include the scoping study and enhancement implementation of the Fire Station 1 Project, inclusive of performance and financial monitoring and reporting. The City and the Modesto Fire Department shall supplement this agreement to provide greater detail on the specific scope of work and project deliverables prior to December 31, 2024.

V. Procurement of Goods or Services
The Department will:
a. Comply with the City of Modesto American Rescue Plan Act Internal Control Policy, as well as those portions of the City of Modesto Administrative Code relative to procurement, and the City of Modesto’s Purchasing Policy, as well as any other applicable federal or state procurement requirements.
b. Comply with 2 CFR 200 (Uniform Guidance) for accounting standards and cost principles.
c. Comply with all Federal, State, and local laws, and 2 CFR 200.317 through 200.327 regulations related to procurement.
d. The Modesto Fire Department will run competitive procurement processes to award the professional service provider and require the acceptance of the city’s ARPA contract amendment which includes the required and applicable 2 CFR 200 Appendix II terms and conditions.
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e. The Modesto Fire Department may elect to direct award to an eligible subrecipient for the implementation of the project. The subrecipient shall be assessed for eligibility and risk prior to award and maintain Unique Entity Identification (UEI) in SAM.gov.

VI. Binding Effect
The City of Modesto, by and through the City Manager and authorized by the City Council, and the Modesto Fire Department have agreed to the terms within this Memorandum of Understanding for implementation of the stormwater projects identified herein until December 31, 2026, or date of completion, whichever is sooner, with a total obligation amount of $2,000,000.

VII. Attachments
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AMERICAN RESCUE PLAN

ACTION (ARPA) UPDATE
DeAnna Christensen, Director of Finance
Finance Committee
November 13, 2024
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ARPA Spending Plan Update
• Council approved two separate spending plans for the allocation of the City’s $45.9M in ARPA funds that were received.
• Two separate funding plans were approved by Council both appropriating $22.95M each in ARPA funds for various projects under the following themes of Economic Vitality, Quality of Life, and Governance and Service Delivery.
• All ARPA funds must be obligated by December 31, 2024 and be expended by December 31, 2026.
2 #10..
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ARPA Guidelines
3 • Replace lost public sector revenue, using this funding to provide government services up to the amount of revenue lost due to the pandemic • Respond to the far-reaching public health and negative economic impacts of the pandemic, by supporting the health of communities, and helping households, small businesses, impacted industries, nonprofits, and the public sector recover from economic impacts
• Provide premium pay for essential workers, offering additional support to those who have and will bear the greatest health risks because of their service in critical sectors
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ARPA Guidelines
4 • Invest in water, sewer, and broadband infrastructure, making necessary investments to improve access to clean drinking water, to support vital wastewater and stormwater infrastructure, and to expand affordable access to broadband internet
• Emergency relief from natural disasters, to provide emergency relief from the physical and economic impacts of natural disasters.
• Surface transportation projects, utilizing funds for eligible projects through three pathways.
• Title I projects, investing in activities that are eligible under the CDBG and ICDBG programs, as listed in section 105(a) of the Housing and Community Development Act of 1974.
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CED UPDATE
Jessica Hill, Director Community Economic and
Development
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CED Spending Plan – Update
6 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
CED Stanislaus 2030 Initiative $ 90,000 $ - $ 90,000 $ - CED RadCard $ 708,500 $ - $ 708,500 $ -
CED Opportunity Stanislaus - Funding Contribution $ 300,000 $ - $ 300,000 $ - CED Homeless Support Program $ 361,722 $ 38,497 $ 323,225 $ - CED Downtown Streets Team $ 1,800,000 $ 632,492 $ 1,167,508 $ - CED Revolving Loan Fund for Water/Sewer Connection Fees $ 90,000 $ - $ 90,000 $ - CED Expand Modesto Beautification $ 500,000 $ 500,000 $ - $ - CED Implementation of Workforce Development Program $ 500,000 $ 500,000 $ - $ - CED Business Incentives - Outside of Downtown $ 500,000 $ 500,000 $ - $ - CED Blight Abatement $ 65,720 $ - $ 65,720 $ -
CED Small Business Support with Expansion and Retention $ 610,000 $ 166,438 $ 443,562 $ - CED Central Valley Opportunity Center - Funding Contribution $ 25,000 $ - $ 25,000 $ - CED General Plan Update $ 700,000 $ - $ 700,000 $ -
CED Downtown Quiet Zone $ 414,949 $ 330,093 $ 84,856 $ - CED Support the Development of EIFD $ 200,000 $ 119,187 $ 80,813 $ - CED Revolving Loan Fund for Attraction for Downtown Developme $ 760,400 $ 170,200 $ 590,200 $ - CED Homeless Services (Day Center, Safe Park, Bridge Housing) $ 1,514,278 $ 871,858 $ 452,355 $ 190,065 CED Downtown Beautification $ 700,000 $ - $ - $ 700,000 CED Affordable Housing Trust $ 500,000 $ - $ - $ 500,000 $ 10,340,569 $ 3,828,765 $ 5,121,739 $ 1,390,065
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CED Spending Plan – Obligation Timeline
7 ● CED currently has three ARPA spending plan line items that have yet to be obligated to date.
● Contracts are currently in process to fully commit the following amounts by the December 31, 2024 deadline:

Spending Plan Item Remaining Balance Contracts in Process Status Homeless Services $190,065 • $100,000 agreement with the Modesto Gospel Mission (MGM)
• $90,065 agreement with Senior Advocacy Network
(Seniors)
• MGM agreement is pending City
Council approval on 11/12/2024.
• The Seniors agreement has been
fully executed.

Downtown Beautification $700,000 • $700,000 agreement with the Downtown Modesto Partnership (DOMO)
• Economic Development CommitteeNovember 4, 2024
• City Council-December 3, 2024
Affordable Housing Trust $500,000 • $500,000 agreement with Stanislaus Equity Partners (STEP)
• City Council-November 12, 2024
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CED Spending Plan-Community Benefits
8 • Small Business Support with Expansion and Retention:
• 25 new home-based childcare businesses created
• The Modesto Chamber of Commerce launched the Shop Greater Modesto providing 93 local vendors wider access to customers to grow their market share and business
• Stanislaus 2030 Initiative:
• 39 new business starts & 312 childcare slots created since launch in Aug of 2023
• Implementation of Workforce Development Program:
• At least 40 individuals are expected to be assisted with master degree scholarships and 27 individuals are expected to receive paid internship stipends.
• Business Incentives and Beautification expansion:
• A grant has been approved to issue funding to Valley First Credit Union (VFCU) to establish a revolving loan fund (RLF) program for the purpose of providing low interest loans to assist with beautification efforts.
• Loans will be five points below prime with a floor of 2.5% APR. #10..
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CED Spending Plan-Community Benefits (continued)
9 • Homeless Support Programs:
• 73 individuals have been provided a location for safe, stable overnight parking which includes support for updating vehicle tags, emergency housing vouchers, replacing IDs, or help with social security.
• 451 individuals were provided with a safe sleeping area through the Modesto Gospel Mission keeping them sheltered from the elements and pests while providing meals, restrooms, and case management. • Downtown Streets Team:
• 159 Homeless and low-income people (Team Members) volunteer and work collaboratively on beautification projects around the community. Participants receive a basic needs stipend, while receiving case management and employment services.
• Homeless Services:
• 2,038 individuals were provided services through the Salvation Army Berberian and Day Centers.
• Access to washer and dryers are made available for participants, along with meals, on site case management services and 180 beds for emergency shelter purposes.
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IT UPDATE
Dameon Booker, Chief Information Officer
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IT Spending Plan – Update
11 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
IT Discoverer Replacement $ 500,000 $ 38,294 $ 461,706 $ - IT Cybersecurity Mitigation 490,000 - 336,698 153,302
$ 990,000 $ 38,294 $ 798,404 $ 153,302
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IT Spending Plan – Obligation Timeline
12 ● The remaining Cybersecurity Mitigation balance will be utilized by entering into an Agreement with address Cisco Security Proxy and VPN enhancement
● This agreement is scheduled for November 13th Finance Committee and Council in December 2024
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IT Spending Plan – Community Benefits
13 Oracle Analytics Cloud Implementation: Community
Impact
● Better financial transparency for citizens
● More efficient city services through improved data analytics ● Enhanced security of public financial information
● Modernized city infrastructure supporting future growth ● Improved decision-making through better data insights ● Improved service delivery per 2020-2025 Strategic Plan Directive #10..
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IT Spending Plan – Community Benefits
14 Patch Management Improvements (Ivanti): Community
Impact
● Automated security patch deployment
● Real-time vulnerability assessment
● Streamlined patch testing process
● Reduced system downtime
● Enhanced compliance reporting
● Proactive security maintenance
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IT Spending Plan – Community Benefits
15 Security Incident Management (IBM QRadar SIEM):

Community Impact
● Real-time threat detection and monitoring
● Advanced security analytics
● Automated incident response capabilities
● Comprehensive security logging
● Enhanced threat intelligence
● Centralized security management
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IT Spending Plan – Community Benefits
16 Cisco Security Proxy and VPN enhancement: Community
Impact
● More reliable access to city services
● Enhanced protection of citizen data
● Faster response times for digital services
● More efficient use of taxpayer resources
● Improved service delivery capabilities
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MFD UPDATE
Kevin Wise, Fire Chief
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MFD Spending Plan – Update
18 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
MFD Fire Station 1 Deferred Maintenance $ 2,000,000 $ - $ - $ 2,000,000 MFD Emergency Medical Service Equipment $ 600,000 $ - $ 600,000 $ - $ 2,600,000 $ - $ 600,000 $ 2,000,000
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MFD Spending Plan – Obligation Timeline
19 The Fire Department has drafted an Intra Agency MoU in accordance with US Treasury guidelines to obligate and spend ARPA funding by the December 31, 2026 deadline. MFD is currently working with Modesto-based architectural firm, Red Inc, to investigate the existing conditions of Fire Station 1. This investigation involves consultants from the following engineering disciplines: architectural, structural, mechanical, and electrical, to determine the cost estimate of necessary improvements. The outcome of this study will help determine the nature of the enhancement implementation for the Fire Station 1 project. The investigation findings are estimated to be delivered by the end of November 2024 so that a request for proposals can begin shortly thereafter.

Exp. Cat. Project Name Description SLFRF Estimated Contribution

1.1 Feasibility Study Investigation of existing conditions of Fire Station 1 involving consultants from the following engineering
disciplines: architectural, structural, mechanical,
electrical to determine the cost estimate of necessary
improvements.
$43,400

1.2 Enhancement Initiative Enhancement implementation for Fire Station 1 project. $1,956,600 Total $2,000,000
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MFD Spending Plan – Community Benefits
20 ● The Fire Station 1 Deferred Maintenance falls under the key focus area of Governance and Service Delivery.
● The Governance and Service Delivery portion of funding is intended to improve the organization and service delivery for residents. ● Enhancements to Fire Station 1 are
vital to improving call times--
currently, when personnel at Station 1
respond to calls, they rush from
separate living quarters next door to
the engine in the apparatus bay.
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MFD Spending Plan – Community Benefits
21 ● ARPA funding was allocated for the acquisition of Emergency Medical Service equipment to support the COVID response focus– Quality of Life.
● The Quality-of-Life portion of funding is intended to improve the quality of life for our residents.
● Purchases made with this
funding include an ambulance,
Life Pak devices (monitor
defibrillators), and EMS supplies.
○ These items allow MFD to provide life-saving
services to our community.
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MPD UPDATE
Brandon Gillepsie, Police Chief
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MPD Spending Plan – Update
23 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
MPD 911 Dispatch Service $ 63,116 $ - $ 63,116 $ 0
MPD Homeless Support Program $ 524,000 $ - $ 524,000 $ - MPD Community Health Assistance Team (CHAT) $ 400,000 $ - $ 400,000 $ - $ 987,116 $ - $ 987,116 $ 0
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MPD Spending Plan – Community Benefits
24 ● Funded initial design for Modesto Dispatch Communications Center and Real Time Crime Center.
● Funding provided for the pilot program of Park Rangers for two years. ○ So far in 2024, the Park Rangers have:
■ Visited 3,336 Parks
■ Posted 637 illegal camps
■ Gave 143 verbal warnings
■ Issued 398 citations.
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MPD Spending Plan – Community Benefits
25 ● Funding provide for an expanded CHAT program for two years. ○ So far in 2024, CHAT has:
■ Have responded to over 2,600 calls for service
■ Proactively initiated over 2,200 contacts with those needing help ■ Placed over 814 people into emergency shelter
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PRN UPDATE
Jeremy Rogers, Director of PRN
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PRN Spending Plan – Update
27 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
PRN West Modesto Collaborative $ 43,000 $ - $ 43,000 $ - PRN Support for the Arts $ 200,000 $ - $ 200,000 $ -
PRN State Theatre - Funding Contribution $ 75,000 $ - $ 75,000 $ - PRN Modesto Sister Cities - Funding Contribution $ 35,000 $ - $ 35,000 $ - PRN Modesto Neighborhoods Inc. $ 120,000 $ - $ 120,000 $ - PRN Modesto Area Partners in Science (MJC) - Funding Contribution $ 50,000 $ - $ 50,000 $ - PRN Gallo Arts Center - Funding Contribution $ 50,000 $ - $ 50,000 $ - PRN Cesar Chavez Renovation Project $ 5,448,883 $ 5,448,883 $ - $ - PRN Children's Museum $ 500,000 $ - $ 500,000 $ -
PRN Park Improvements (Includes Turf at Mary Grogan) $ 9,343 $ - $ 9,343 $ - PRN First Tee and Boys and Girls Club - Funding Contribution $ 500,000 $ - $ 500,000 $ - PRN Stanislaus County Library - Funding Contribution $ 500,000 $ - $ 500,000 $ - PRN Dryden Clubhouse Renovation (Design) $ 400,000 $ 296,878 $ 103,122 $ - PRN Graffiti Car Museum - Funding Contribution $ 850,000 $ - $ 850,000 $ - PRN Support for Convention and Visitor Bureau $ 750,000 $ - $ 750,000 $ - PRN Tuolumne River - Econ Development $ 175,000 $ 93,703 $ 81,297 $ - PRN Park Improvements (Includes Turf at Mary Grogan) $ 71,005 $ 18,739 $ 52,266 $ - PRN Awesome Spot $ 1,100,000 $ 176,052 $ 327,600 $ 596,348 PRN Deferred Maintenance at Parks & Public Facilities $ 974,322 $ 100,775 $ 580,001 $ 293,545 PRN Tuolumne River - Econ Development $ 574,785 $ 408,045 $ 118,368 $ 48,372 $ 12,426,338 $ 6,543,076 $ 4,944,997 $ 938,265
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PRN Spending Plan – Obligation Timeline
28 ● PENDING COUNCIL ACTION - The Awesome Spot Playground (TASP) ($596, 348)– remaining funds will be obligated after Council’s consideration on December 3, 2024. ● PENDING COUNCIL ACTION - Tuolumne River – Economic Development ($48,372) – remaining funds will be reallocated to the Tuolumne River Regional Park Area B Picnic Renovation, which will go to Council on December 10, 2024 and obligated shortly thereafter ● PENDING COUNCIL ACTION - Deferred Maintenance at Parks & Public Facilities ($293,545) ○ Turf Reduction – Phase 1 complete; remaining funds will be reallocated to the Downey Shade Structure Project (Council consideration on November 11, 2024) ○ Downey Park Renovations – Item to be considered by Council on November 11, 2024 ○ Creekside/Dryden Golf Course Renovations – an estimated $32,000 worth of repairs scheduled to be completed by the end of the year; the remaining funds will be obligated by the end of the year.
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PRN Spending Plan – Community Benefits
29 Grant Funding Agreements:
1) Aid to Non-Profits to construct, rebuild and resume community programming for the Arts (The State Theater, Gallo Center for the Arts, The Prospect Theater, Modesto Childrens’ Museum, Modesto Art Museum, Opera Modesto, and the Graffiti USA Classic Car Museum ).
2) Assistance to Non-Profits to provide educational and recreational programming and support to target audiences and neighborhoods (Modesto Neighborhoods Incl, West Modesto Community Collaborative, Boys & Girls Clubs, First Tee, and Modesto Area Partners in Science). 3) Assistance to rehabilitate commercial properties or other improvements (Stanislaus County Library).
4) Aid to Tourism, Travel & Hospitality (Visit Modesto, Modesto Sister Cities International, Graffiti USA Classic Car Museum).
.
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PRN Spending Plan – Community Benefits
30 Park Improvements
• Cesar Chavez Park Renovation
• Turf Reduction at various Parks
• Park Security Cameras at various Parks
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PRN Spending Plan – Community Benefits
31 Deferred Maintenance
• On course repairs for Dryden & Creekside Golf Courses • New fence at Graceada Pool
• Upgrade to Community Facilities
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PRN Spending Plan – Community Benefits
32 Development in TRRP
• Security Cameras at TRRP
• Renovation of TRRP Area B
• Vegetation Management at TRRP
• Funding for TRRP Master Plan Update
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PW UPDATE
Allison Van Guilder, Deputy City Manager
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PW Spending Plan – Update
34 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
PW Forestry Program Enhancements (Yr. 1) $ 1,850,000 $ - $ 1,850,000 $ - PW Forestry Program Enhancements (Yr. 2) $ 1,000,000 $ - $ 1,000,000 $ - PW Blight Abatement $ 500,000 $ 203,547 $ 283,038 $ 13,415 PW Multifamily Bulky Item Program $ 180,000 $ 89,030 $ 66,424 $ 24,546 PW Parking Infrastructure $ 250,000 $ 1,750 $ 232,980 $ 15,270 PW LED Lighting $ 250,000 $ 3,612 $ 241,495 $ 4,893
$ 4,030,000 $ 297,939 $ 3,673,937 $ 58,124
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PW Spending Plan – Obligation Timeline
35 ● Remaining funds for parking infrastructure have been obligated to complete the LED conversion at 11th Street Garage.
● We anticipate having a small amount of funds leftover from the LED conversion.
● These remaining funds have been earmarked for use in the 9th Street Garage to begin converting fixtures to LED.
● All funds will be expended prior to the December 31, 2024, deadline.
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PW Spending Plan – Community Benefits
36 ● Energy Efficiency
The most efficient way of illumination and lighting, with an estimated energy efficiency of 80-90 percent. ● Longer Lifetime
Long lifetime stands out as the number one benefit of LED lights. ● Ecologically Friendly
LED lights are free of toxic chemicals. Most conventional fluorescent lighting bulbs contain a multitude of materials such as mercury that are dangerous for the environment. ● Zero Emissions
LED illumination produces little infrared light and close to no UV emissions. ● Less Staff Time
LED conversions dramatically reduces staff time for changing bulbs and troubleshooting lighting problems. #10..
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PW Spending Plan– LED Lighting - Facility Updates
37 ● Airport
● Amtrak Station Exterior
● Centre Plaza Lobby
● Creekside Golf Course - Clubhouse & Cart Barn
● Dryden Golf Course - Maintenance Bldg.
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PW Spending Plan– LED Lighting - Facility Updates
38 ● Heavy Bay Shop
● Jefferson Corp. Yard & Traffic and Signs
● King Kennedy Memorial Center
● Maddux Youth Center
● Neighborhood Center at Marshall Park (NCAMP)
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PW Spending Plan– LED Lighting - Facility Updates
39 ● Senior Citizen Center
● 9th St Garage Walk Bridge
● 11th St Garage
● John Thurman Field – Parking Lot
#10..
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40 Example of One Site Conversion
11th Street Parking Garage
• New Fixture – 80 watts
• Old Fixture – 400 watts
• Reduction 80%
• New Fixture – 70,000-hour Lifecycle
• Old Fixture – 10,000-hour Lifecycle
• 600% increase in Lifecycle
Illumination
• New Fixture 5000k
• Old Fixture 2100k
• 138%Brighter
Total fixtures converted 86
Total watts of new fixtures 6,880
Total watts of old fixtures 34,400
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41 Dixon Resource
Unlimited was
contracted
Dixon Completed the
Plan August 2023
PW- Parking Infrastructure
Develop a Parking
Action Plan
#10..
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PW Spending Plan - Modesto Parking Action Plan
42 ● The study area consists of 2,734 on-street and 2,420 off-street (garage and surface lots) parking spaces in Downtown Modesto ● These spaces serve residents, visitors, business owners, and employees on a daily basis.
● This Plan is meant to highlight important considerations, measures, and best practices to optimize operations, regardless of the approach chosen.
● The parking experience is critical, as the first and last impression that a visitor or resident enjoying Downtown Modesto remembers. #10..
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PW Spending Plan – Community Benefits
43 Forestry - Purchase of a New Stump Grinder
● Faster stump removals for higher daily production.
● Better reliability and less down time due to equipment break downs. ● Faster response times to service requests and Go Modesto requests. #10..
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PW Spending Plan – Community Benefits
44 Forestry – Planting of over 300 New Trees
● Beautification of neighborhoods and improved air quality. ● Reduced energy costs due to tree canopy.
● Improved property values.
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PW Spending Plan – Community Benefits
45 Forestry – Contractor Tree Removals
● Reduction of the backlog on tree removals.
● Removal of over 700 trees from backlog.
● Open spaces for new tree plantings.
#10..
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PW Spending Plan – Community Benefits
46 Forestry – Hiring of New Employees
● Reduction in tree pruning cycle.
● Faster response times to service requests and Go Modesto requests. ● Faster response to storms and hazardous situations.
#10..
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PW Spending Plan – Obligation Timeline
47 ● Blight Abatement - Appx $13,415 remaining
○ Finalizing Modesto Mo’ Beautiful outreach campaign and materials ○ PPE and supplies to support Blight Abatement Teams
● Multifamily Bulky Item Program - Appx $24,546 remaining ○ Advertise Bulky Item Program – print, digital, and radio to promote alternatives to illegal dumping
○ Continue to charge staff time until Dec 2024
#10..
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PW Spending Plan – Community Benefits
48 ● Blight Abatement –
○ Expensed: $283,038
■ Logo and brand guide development of blight
abatement slogan, Modesto Mo’ Beautiful
■ Truck, trailer, and disposal costs for collected
illegal dumping and litter
○ Committed: $203,547
■ Illegal dumping prevention cameras, mobile
and stationary with license plate readers and
necessary software
296.12 tons of
illegal dumping
removed from
streets/alleys
Removed or
cited 2,891 piles
of illegal
dumping
Average time to
abate pile
dropped from 15
days to 8 days
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PW Spending Plan – Community Benefits
49 ● Multifamily Bulky Item Program –
○ Expensed: $66,424
■ Hauler costs for schedule, collecting,
and disposing of bulky items for
apartment complexes
■ Outreach, engagement, and
promotion of the program
○ Committed: $89,030
■ Remaining costs for bulky item
appointments – intend to make
program permanent
■ Traffic message board and attached
camera for illegal dumping prevention
Information on the
program distributed
to 181 apartment
complexes with over
10,000 units
254 MFD
appointments and
66 tons of material
collected
Less than 1% of
illegal dumping is
now found in front of
apartment
complexes
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INTERNAL SERVICES UPDATE
DeAnna Christensen, Director of Finance
Steve Christensen, Interim Director of OPMB
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FIN_HR Spending Plan – Update
51 Dept Spending Plan Item Allocation Committed Expensed Remaining Balance
FIN Upgrade Utility Billing Software $ 23,063 $ - $ 23,063 $ - FIN Employee Hazard Pay $ 6,552,810 $ - $ 6,552,810 $ - FIN Use of Reserve Funding (22-23) Budget Funding $ 1,317,160 $ - $ 1,317,160 $ - FIN Use of Reserve Funding (23-24) Budget Funding $ 4,630,000 $ - $ 4,630,000 $ - FIN Use of Reserve Funding (24-25) Budget Funding $ 2,000,000 $ - $ 195,452 $ 1,804,548 $ 14,523,033 $ - $ 12,718,485 $ 1,804,548
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FIN_HR Spending Plan – Obligation Update and
Community Benefits
52 ● The remaining balance available for the FY 24-25 Reserve Funding will be utilized for COVID-19 payroll related fire service expenses ● The utility billing software funding was utilized to make improvements to our online form technology
● Several of our utility billing forms were still being managed only via hard copy
● Hazard Pay was paid to the employees to recognize their efforts in providing essential services during a time when people were required to shelter in place. Community members relied on the continuance of basic services as they navigated quarantines and providing for their families.
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FIN_HR Spending Plan – Obligation Update and
Community Benefits
53 ● Use of Reserve Funding in Fiscal Years 22-23, 23-24, and 24-25 was to assist in balancing the General Fund budget and to ensure that vital public safety services continued to be provided to citizens of Modesto without being reduced
● These funds allowed the City maintain the staffing levels and services including expanded services for our public safety services #10..
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Staff Recommendations
54 Motion accepting an informational report update on the American Rescue Plan Act spending plan and forwarding to Council for approval.

Motion recommending a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 enhancement program and forwarding to Council for approval. #10..
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#10..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: November 13, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Fire Chief
SUBJECT: Application for and Potential Acceptance of the Fiscal Year 2024 Assistance to Firefighters Grant
CONTACT: Kevin Wise, Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider approving the submission of a Grant Application for the Federal Emergency Management Agency (FEMA) Assistance to Firefighters Grant (AFG) for an amount up to $1,340,820 with a local match requirement of up to 10%. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:

This application supports the City of Modesto 2020-2025 Strategic Plan focus on quality of life under Goal A: Improve Community Safety.

BACKGROUND:

The Fiscal Year (FY) 2024 Assistance to Firefighters Grant (AFG)1 Program is one of three (3) grant programs that constitute the Department of Homeland Security (DHS), Federal Emergency Management Agency’s (FEMA’s) focus on enhancing the safety of the firefighters, and therefore the public with respect to fire and fire-related hazards. The AFG Program provides financial assistance directly to eligible fire departments, nonaffiliated emergency medical service (EMS) organizations, and State Fire Training Academies (SFTAs) for critical training and equipment.

DISCUSSION:

The Modesto Fire Department is seeking authorization to submit, and accept if awarded, an application to the 2024 Assistance to Firefighters Grant. The department’s objective in applying for this grant is to secure funding to send ten firefighters to paramedic school and cover the cost to backfill of their positions during schooling. The other portion of the grant request is for Advanced Life Support equipment for Station 12. This is a vital component to meeting the needs of the underserved community within the station’s sphere of service. The grant requires a 10% local match, which would be covered by the General Fund’s Emergency Medical Services cost center. 1 Assistance to Firefighters Grant (AFG) - https://www.fema.gov/grants/preparedness/firefighters #11..
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City Council, December 10, 2024
Application for and Potential Acceptance of the
Fiscal Year 2024 Assistance to Firefighters Grant

The Modesto Fire Department is experiencing an increase in medical aid calls, many of which require Advanced Life Support interventions. Since 2022, the combined number of Advanced Life Support and Basic Life Support calls have increased by an average of nearly 100 calls per month.

Of the calls that Modesto Fire Department (MFD) responds to, MFD is first on the scene 64% of the time compared to ambulance and rescue task force response. Sending ten firefighters through paramedic school would increase the number of MFD personnel actively working as paramedics to new total of 49 employees. Having more firefighters licensed as paramedics will allow the department to consistently provide higher levels of care which will improve patient survival rates and outcomes. By training current firefighters, MFD is maximizing the return on investment by enhancing the capabilities of personnel already familiar with the department’s operations. This aligns with the department’s goal of training and developing the workforce toward performance that exceeds community expectations, which also lends to retaining the City’s qualified workforce.

The notice of funding for this grant was posted on November 5, 2024, and the grant application period is from November 12, 2024 through December 20, 2024. Due to the urgent nature of the action required, this item has been approved to go directly to City Council’s review by the City Manager.

FISCAL IMPACT:

The 10% local match component of the grant amounts to $134,082 and will be absorbed by the General Fund Emergency Medical Services cost center.

ANTICIPATED GRANT EXPENDITURES
Overtime to fill the 10 vacancies created by personnel attending paramedic school
$1,120,820
Tuition, books, travel ($17,000 x 10)
ALS Equipment
$ 170,000
$ 50,000
TOTAL GRANT FUNDS $1,340,820
10% Local Match $134,082
COMMITTEE RECOMMENDATION:

Due to the shortened deadline noted above, this item was not presented to the Safety and Communities Committee for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the submission of a Grant Application for the Federal Emergency Management Agency (FEMA) Assistance to Firefighters Grant (AFG) for an amount up to $1,340,820 with a local match requirement of up to 10%, and authorizing the City Manager, or his designee, to execute and submit all documents necessary for the completion of the Grant Application.
#11..
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City Council, December 10, 2024
Application for and Potential Acceptance of the
Fiscal Year 2024 Assistance to Firefighters Grant

Approved by:

Kevin Wise, Fire Chief
Joseph P. Lopez, City Manager
Attachments:

1. Resolution
#11..
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XXX

RESOLUTION APPROVING THE SUBMISSION OF A GRANT APPLICATION

FOR THE FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA)

ASSISTANCE TO FIREFIGHTERS GRANT (AFG) FOR AN AMOUNT UP TO $1,340,820 WITH A LOCAL MATCH REQUIREMENT OF UP TO 10%, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

AND SUBMIT ALL DOCUMENTS NECESSARY FOR THE COMPLETION OF

THE GRANT APPLICATION
WHEREAS, the AFG Program provides financial assistance directly to eligible fire departments, nonaffiliated emergency medical service (EMS) organizations, and State Fire Training Academies (SFTAs) for critical training and equipment; and WHEREAS, the department’s objective in applying for this grant is to secure funding to send ten firefighters to paramedic school and cover the cost to backfill of their positions during schooling; and
WHEREAS, the other portion of the grant request is for Advanced Life Support equipment for Station 12. This is a vital component to meeting the needs of the underserved community within the station’s sphere of service; and WHEREAS, the grant requires a 10% local match, which would be covered by the General Fund’s Emergency Medical Services cost center.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Council hereby approves the submission of a grant application for the Federal Emergency Management Agency (FEMA) Assistance to Firefighters Grant (AFG) for an amount up to $1,340,820 with a local match requirement of up to 10%. #11..
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BE IT FURTHER RESOLVED, that the City Manager is authorized to execute and submit all documents necessary for the completion of the grant application, 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 10th day of December, 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, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:

JOSE M. SANCHEZ, City Attorney
#11..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: December 5, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: Purchase of Mobile and Portable Radios
CONTACT: Jessica Smart, Police Administrator, [email protected], 209-572-9500 DESCRIPTION:

Consider approving the purchase of mobile and portable radios to Motorola Solutions, Inc., San Diego, CA, for a total amount not to exceed $999,953. (Funding Source: Various) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Plan for Governance and Service Delivery by building community trust in city government through transparent and efficient service delivery.

BACKGROUND:

On December 8, 2015, by Resolution No. 2015-462, Council approved an agreement with Motorola Solutions, Inc. for the purchase and installation of mobile and portable radios for the Modesto Police Department. This was the last complete update of the department’s mobile (incar) and portable (officer carried) radios to comply with the P-25 Radio Interoperability project that transitioned county-wide radios from analog to digital radio signals. The project included the replacement of approximately 187 mobile radios and 245 portable radios and required accessories to accommodate sworn and civilian police functions for an estimated total cost of $1,344,991.

DISCUSSION:

In the last three years, the Modesto Police Department has experienced rapid growth in its civilian allocations and as a result, portable radios have been issued to personnel at a faster than normal rate, drawing down the reserve of radios that was created by the allocation reductions in the Great Recession.

In FY 2021-2022, the department procured four (4) mobile radios for the first of the Community Health and Assistance Team (CHAT) and Park Ranger vehicles – these costs were split between the Housing and Urban Development Emergency Solutions Grant funding for CHAT and the General Fund for the Park Ranger pilot program. In fiscal year 2023-2024, the #12..
- 330 -
City Council, December 10, 2024
Purchase of Mobile and Portable Radios

department ordered 12 additional mobile radios to accommodate additions for the Park Ranger and CHAT Programs, additional Community Service Officer vehicles and to replace radios that had either been damaged or were beyond repair. In the current fiscal year (2024-2025), the department ordered ten (10) additional portable radios to provide radios to Code Enforcement Officers, Police Civilian Investigators, and the Real Time Crime Center. These purchases occurred with hiring timelines in mind and keeping pace with new hires as they came on board.

With new allocations being added in each fiscal year, the focus on hiring has intensified and the department has gone from 31 sworn vacancies in June of 2022 to 8 sworn vacancies in November of this year – an increase of 23 employees. Similarly, in June of 2022, the department had 106 civilian allocations of which 86.5 were filled to having 159 civilian allocations in November of this year, of which, 129.5 were filled – an increase of 43 employees.

This growth has included introducing and then expanding both the CHAT and Park Ranger programs, increasing the number of Community Service Officer allocations, creating Police Civilian Investigator allocations and the addition of the Code Enforcement Unit - positions that all utilize both mobile and portable radios. Additionally, ten (10) Police Officer Recruits will graduate later this month, five (5) will graduate in February, it is expected there will be eight (8) graduating in June and another seven (7) in August to help fill the remaining officer vacancies.

We have also had three (3) recent lateral Officers start, with two (2) more starting later this week and several in the hiring process at various phases. With these hiring and onboarding schedules, employees who need portable and/or mobile radios are starting nearly every pay period.

This growth is positive and is a testament to the City’s commitment to enhancing public safety and has yielded significant benefits to both the department and community. It has also placed additional demands on existing resources such as communication equipment. In addition to the department’s growth, the department’s current radios are nearly ten (10) years old and are out of warranty for repair and service. As radios in the existing department inventory break, new radios need to be purchased. Ensuring that all personnel are adequately equipped is critical for maintaining operational efficiency and public safety. To address these challenges the department is evaluating current inventory, exploring funding opportunities, and identifying strategies to enhance resource availability.

The department anticipates it has an immediate need of at least 55 new portable radios for positions as they are filled or come out of the various Police Officer Recruit Academies in the coming months and 20 mobile radios as new vehicles are added to the fleet, requiring new radios or are placed into service and old radios cannot be reused to do age or damage. A contingency for each radio type is also needed to account for radio repairs or replacements in addition to any unanticipated needs.

The City Manager has authorized the Purchasing Manager to solicit the procurement for Mobile and Portable Radios. On February 28, 2021, Houston-Galveston Area Council (H-GAC) issued Request for Proposal (RFP) RA05-21 for Radio Communications / Emergency Response Equipment on the Huston Chronicle. On April 15, 2021, proposals were opened electronically on hgacbuy.org. Twenty-One (21) proposals were received and based on the evaluation committee and criteria outlined in the RFP, twenty (20) contracts were awarded for this commodity which includes Mobile and Portable Radios. Based on the responsive and responsible proposer offering the highest scores in products and pricing, project management, organization structure and key personnel, past performance, marketing plan, geographic areas served / authorized #12..
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City Council, December 10, 2024
Purchase of Mobile and Portable Radios

distributor, service facilities and personnel, business history / viability, warranty, services, manual documents, and references, city staff recommends to award to Motorola Solutions, Inc., San Diego, CA, to purchase Mobile and Portable Radios for an amount not to exceed $999,953.

Houston-Galveston Area Council (H-GAC) is a government agency which streamlines the procurement process by developing IFBs or RFPs for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Houston Galveston Area Council to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid.

However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served.

By utilizing the competitive Houston-Galveston Area Council (H-GAC) bidding process, the City is complying with the requirements defined under this code for mobile and portable radios.

FISCAL IMPACT:

Through the H-GAC pricing, portable radios cost approximately $8,555 each and mobile radios cost approximately $7,381 each. The attached quotation from Motorola Solutions, Inc. provides a combined cost total of $15,935 and while there is no subtotal for each radio type in the quotation, the components are listed separately with their individual component prices and that is how the above numbers are derived. The Modesto Police Department anticipates the following radio purchase needs over the course of the next two years:
 Portable Radios – 66 for positions and replacements as needed. o 19 civilian vacancies and 36 sworn expected to be out of the Academy and into Field Training in the next eight (8) months plus a 20% contingency.  Mobile Radios – 22 for new vehicles and replacements as needed. o Five (5) new Code Enforcement vehicles to be purchased, 38 new Patrol vehicles to come online by Summer and 20 unmarked vehicles to be replaced in the next 12 months – not all will need new radios, but this assumes some level of replacement needed for each batch of replacements in addition to the 5 new vehicles plus a 20% contingency. Where radios are able to be reused, they will be.

ANTICIPATED EXPENDITURES
Anticipated portable radio expenses
Anticipated mobile radio expenses
$615,683*
$193,582*
Expenses incurred this Fiscal Year 24/25 (10 portable radios) Expenses incurred in Fiscal Year 23/24 (12 mobile radios) $93,553
$97,135
TOTAL
*Projected total Includes tax and freight. Freight is dependent on the number of orders and the number of radios in each order.
$999,953
#12..
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City Council, December 10, 2024
Purchase of Mobile and Portable Radios

Purchases throughout the two years will only be made as needed and funding will be determined at the time of purchase depending on available funding. Typical funding sources will include Asset Forfeiture Funds, State Law Enforcement Services Fund, Traffic Safety Fund, Police Grants and Measure H as approved by Council. Grants will be sought to offset funding as well, including through the City’s Legislative initiatives.

COMMITTEE RECOMMENDATION:

Due to time constraints and the immediate need, this item was not presented to a Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Competitive Bidding Process from Houston-Galveston Area Council, with Motorola Solutions, Inc., San Diego, CA, for the purchase of Mobile and Portable Radios, for a total amount not to exceed $999,953; and authorizing the Purchasing Manager or her designee to issue the Purchase Order.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Motorola Solutions Inc. Quote

3. Scoring Abstract from H-GAC

4. RFP R05-21 from H-GAC

5. Motorola Solutions, Inc. H-GAC Agreement

6. Executed Extension – Motorola Solutions Inc. H-GAC Agreement #12..
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12/10/2024/MPD/JSmart/Item X 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-___

RESOLUTION APPROVING THE COMPETITIVE BIDDING PROCESS FROM

HOUSTON-GALVESTON AREA COUNCIL, WITH MOTOROLA SOLUTIONS, INC., SAN DIEGO, CA, FOR THE PURCHASE OF MOBILE AND PORTABLE RADIOS, FOR A TOTAL AMOUNT NOT TO EXCEED $999,953; AND

AUTHORIZING THE PURCHASING MANAGER OR HER DESIGNEE TO

ISSUE THE PURCHASE ORDER
WHEREAS, on December 8, 2015, by Resolution No. 2015-462, Council approved an agreement with Motorola Solutions, Inc. for the purchase and installation of mobile and portable radios for the Modesto Police Department; and WHERAS, this was the last complete update of the department’s mobile (in-car) and portable (officer carried) radios to comply with the P-25 Radio Interoperability project that transitioned county-wide radios from analog to digital radio signals; and WHEREAS, the project included the replacement of approximately 187 mobile radios and 245 portable radios and required accessories to accommodate sworn and civilian police functions for an estimated total cost of $1,344,991, and WHEREAS, the last three years, the Modesto Police Department has experienced rapid growth in its civilian allocations and as a result, portable radios have been issued to personnel at a faster than normal rate, drawing down the reserve of radios that was created by the allocation reductions in the Great Recession; and WHEREAS, department anticipates it has an immediate need of at least 66 new portable radios for positions as they are filled or come out of the various Police Officer Recruit Academies in the coming months and 22 mobile radios as new vehicles are added to the fleet, requiring new radios or are placed into service and old radios cannot be #12..
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12/10/2024/MPD/JSmart/Item X 2 2024-XX
reused to do age or damage, these number account for a contingency for radio repairs or replacements and unanticipated needs; and
WHEREAS, the City Manager has authorized the Purchasing Manager to solicit the procurement for Mobile and Portable Radios; and
WHEREAS, on February 28, 2021, Houston-Galveston Area Council (H-GAC) issued RFP RA05-21 for Radio Communications / Emergency Response Equipment on the Huston Chronicle. On April 15, 2021, proposals were opened electronically on hgacbuy.org; and
WHEREAS, twenty-One (21) proposals were received and based on the evaluation committee and criteria outlined in the RFP, twenty (20) contracts were awarded for this commodity which includes Mobile and Portable Radios. Based on the responsive and responsible proposer offering the highest scores in products and pricing, project management, organization structure and key personnel, past performance, marketing plan, geographic areas served / authorized distributor, service facilities and personnel, business history / viability, warranty, services, manual documents, and references, city staff recommends to award to Motorola Solutions Inc., San Diego Ca, to purchase Mobile and Portable Radios for an amount not to exceed $999,953; and WHEREAS, Houston-Galveston Area Council (H-GAC) is a government agency which streamlines the procurement process by developing IFB’s or RFP’s for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Houston Galveston Area Council to offer exceptional products from nationally acclaimed vendors; and #12..
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12/10/2024/MPD/JSmart/Item X 3 2024-XX
WHEREAS, Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served. By utilizing the competitive Houston-Galveston Area Council (H-GAC) bidding process, the City is complying with the requirements defined under this code for mobile and portable radios.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto approves the Competitive Bidding Process from Houston-Galveston Area Council, with Motorola Solutions, Inc., San Diego, CA, for Mobile and Portable Radios, for a total amount not to exceed $999,953.

BE IT FURTHER RESOLVED that the Purchasing Manager, or her designee, is authorized to issue the Purchase Order.
#12..
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12/10/2024/MPD/JSmart/Item X 4 2024-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of December 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, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
#12..
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Billing Address:

MODESTO POLICE DEPT, CITY
OF
600 10TH ST
MODESTO, CA 95354
US
Quote Date:12/03/2024
Expiration Date:03/03/2025
Quote Created By:

Jeffrey Wade
Jeffrey.Wade@
motorolasolutions.com
5106602945
End Customer:

MODESTO POLICE DEPT, CITY OF
Jessica Smart
[email protected]
209.534.9209
Contract:  17724 - HGAC (TX)-RA05-21
Payment Terms:30 NET
Line # Item Number Description Qty List Price Disc % Sale Price Ext. Sale Price APX™ 8500
1 M37TSS9PW1AN APX8500 ALL BAND MP
MOBILE
1 $5,893.68 27.0% $4,302.39 $4,302.39
1a G51AT ENH:SMARTZONE 1 $1,650.00 27.0% $1,204.50 $1,204.50 1b G78AT ENH: 3 YEAR ESSENTIAL
SVC
1 $288.00 0.0% $288.00 $288.00
1c GA05509AA DEL: DELETE UHF BAND 1 -$800.00 0.0% -$584.00 -$584.00 1d GA01606AA ADD: NO BLUETOOTH/

WIFI/GPS ANTENNA
NEEDED
1 $0.00 0.0% $0.00 $0.00
1e B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
1 $66.00 27.0% $48.18 $48.18
1f G843AH ADD: AES ENCRYPTION

AND ADP
1 $523.00 27.0% $381.79 $381.79
1g G89AC ADD: NO RF ANTENNA
NEEDED
1 $0.00 0.0% $0.00 $0.00
1h G444AH ADD: APX CONTROL HEAD

SOFTWARE
1 $0.00 0.0% $0.00 $0.00
1i G67EH ADD: REMOTE MOUNT E5
MP
1 $327.00 27.0% $238.71 $238.71
QUOTE-2922038
Copy of APX8000 qty220 APX8500
qty220
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

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Line # Item Number Description Qty List Price Disc % Sale Price Ext. Sale Price 1j GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
1 $0.00 0.0% $0.00 $0.00
1k G806BL ENH: ASTRO DIGITAL CAI
OP APX
1 $567.00 27.0% $413.91 $413.91
1l GA01670AA ADD: APX E5 CONTROL
HEAD
1 $717.00 27.0% $523.41 $523.41
1m W22BA ADD: STD PALM

MICROPHONE APX
1 $79.00 27.0% $57.67 $57.67
1n QA09113AB ADD: BASELINE RELEASE
SW
1 $0.00 0.0% $0.00 $0.00
1o W969BG ENH: MULTIKEY

OPERATION
1 $363.00 27.0% $264.99 $264.99
1p G361AH ENH: P25 TRUNKING

SOFTWARE APX
1 $330.00 27.0% $240.90 $240.90
APX™ 8000 Series APX8000
2 H91TGD9PW6AN APX 8000 ALL BAND
PORTABLE MODEL 2.5
1 $7,392.32 27.0% $5,396.39 $5,396.39
2a H869BW ENH: MULTIKEY 1 $363.00 27.0% $264.99 $264.99 2b Q806CB ADD: ASTRO DIGITAL CAI

OPERATION
1 $567.00 27.0% $413.91 $413.91
2c Q361AN ADD: P25 9600 BAUD

TRUNKING
1 $330.00 27.0% $240.90 $240.90
2d Q15AJ ADD: AES/DES-XL/DES-OFB

ENCRYPTION AND ADP
1 $879.00 27.0% $641.67 $641.67
2e QA05509AA DEL: DELETE UHF BAND 1 -$800.00 0.0% -$584.00 -$584.00 2f Q887AU ADD: 5Y ESSENTIAL

SERVICE
1 $306.00 0.0% $306.00 $306.00
2g H38BS ADD: SMARTZONE

OPERATION
1 $1,650.00 27.0% $1,204.50 $1,204.50
2h QA09113AB ADD: BASELINE RELEASE
SW
1 $0.00 0.0% $0.00 $0.00
3 PMNN4486A BATT IMPRES 2 LIION R
IP67 3400T
1 $188.27 25.0% $141.20 $141.20
4 NNTN8860B CHARGER, SINGLE-UNIT,
IMPRES 2, 3A, 115VAC,
US/NA
1 $186.50 25.0% $139.88 $139.88
5 PMMN4136B ACCESSORY KIT,XVP830

REMOTE SPEAKER

MICROPHONE NO

CHANNEL KNOB
1 $486.00 20.01% $388.75 $388.75
QUOTE-2922038
Copy of APX8000 qty220 APX8500
qty220
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

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Grand Total $15,934.64(USD)
Notes:
●   Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added to invoices.

QUOTE-2922038
Copy of APX8000 qty220 APX8500
qty220
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

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Purchase Order Checklist
Purchase Order Checklist
Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this)
PO Number/ Contract Number
PO Date
Vendor = Motorola Solutions, Inc.

Payment (Billing) Terms/ State Contract Number
Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address
Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO )
PO Amount must be equal to or greater than Order Total
Non-Editable Format (Word/ Excel templates cannot be accepted) Bill To Contact Name & Phone # and EMAIL for customer accounts payable dept Ship To Contact Name & Phone #
Tax Exemption Status
Signatures (As required)
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Proposal Tabulation Summary
Solication Type:

Invitation #: RA05-21
Description: Radio Communications/Emergency
Response Equipment
Notes:

Proposers scoring the minimum 80 points or above may be offered a contract, but the number of contracts offered in any Product Category will be based soley on H-GAC's determiniation what best serves the interests of Program Participants.

Ranking Company Name Total Score Final Score
1 Motorola Solutions 1210 121
2 L3Harris Technologies 1125 112.5
3 Nokia of America 1115 111.5
4 E.F. Johnson 1110 111
5 JPS Interoperability Solutions 1040 104
6 SIAE Microelettronica 1030 103
7 Zetron 1025 102.5
8 IPKeys Power Partners 1005 100.5
9 Icom America 990 99
10 DAMM Cellular Systems 985 98.5
11 PowerTrunk 980 98
12 Tait North America 980 98
13 Freedom Communication
Technologies 955 95.5
14 BK Technologies 950 95
15 Activu Corporation 940 94
16 Microwave Networks 930 93
17 Mobile Communications
America 890 89
Proposal Bid
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18 Advantage Communications 865 86.5
19 Power Products Unlimited 835 83.5
20 First In Software 805 80.5
21 NW Radio 655 65.5
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RADIO COMMUNICATIONS/EMERGENCY RESPONSE EQUIPMENT
RA05-21 Page 1

HOUSTON-GALVESTON AREA COUNCIL

COOPERATIVE PURCHASING PROGRAM
Request for Proposal (RFP)

RADIO COMMUNICATIONS/EMERGENCY

RESPONSE EQUIPMENT
Solicitation Number: RA05-21
SUBMISSION: Responses are accepted by electronic submission only. Instructions and upload link to submit can be found listed under the above named solicitation at https://www.hgacbuy.org/bid-notices If technical issues with the ShareFile System arise, preventing any Respondent from submitting a response within the two (2) hours preceding the deadline, the solicitation due date and time may be automatically extended for a period of 24 hours. Any technical issue must be with the ShareFile system and affect all respondents. H-GAC will verify the technical issue or unavailability of the ShareFile system. Technical issues localized to a single Respondent will not be considered cause for an extension.

It is strongly recommended that submissions be uploaded no later than two (2) hours prior to the stated deadline. H-GAC is not responsible for attempting to resolve any technical issues occurring two (2) hours before the submission deadline, nor is H-GAC responsible for incomplete or late submissions.

Recording of submission time and date will occur via ShareFile. Submissions uploaded after the deadline will not be accepted or opened. Responses may be submitted any time prior to the submission deadline.

To satisfy any required public opening for RFP’s and RFQ’s, H-GAC will post only the names of the companies which submitted responses as soon as possible after the closing date. For ITB’s, responses will be opened live online, those interested must attend the bid opening to view the responses. All times and dates for these activities are posted under the above named solicitation at https://www.hgacbuy.org/bid-notices.

EVENT DATE
ISSUED: Monday, February 22, 2021
PRE-PROPOSAL CONFERENCE DATE: Thursday, March 04, 2021@ 9:00 a.m. CST Please see Part VII for further details.

QUESTIONS DEADLINE: Monday, April 05, 2021 @ NOON CST
CLOSING DATE / SUBMISSION DEADLINE: Thursday, April 15, 2021 @ 1:00 p.m. CST BID OPENING: Thursday, April 15, 2021 @ 2:00 p.m. CST
BOARD APPROVAL DATE: Tuesday, July 20, 2021
ESTIMATED CONTRACT START DATE: August 2021
FORMAT: One (1) electronic copy in PDF format.
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SIGNATURE PAGE
Submission of a response will constitute acknowledgement and acceptance of all the terms and conditions contained in this Solicitation. Respondents, their authorized representative, and their agents are responsible for obtaining, and will be deemed to have, full knowledge of the conditions, requirements, and specifications of this Solicitation at the time a response is submitted to H-GAC.

Note: Submission must be signed by a duly authorized representative(s) of the respondent, which must be the actual legal entity that will perform the contract if awarded and any total fixed price contained therein will remain firm for a period of one-hundred eighty (180) days following the submission due date and can be further extended by mutual written agreement.

Respondent is REQUIRED to sign this Signature Page and return with the submitted response. An unsigned Submission will be deemed non-responsive. If Joint Response - each Respondent must complete this Signature Page and all required forms.

Legal Name of Entity/Individual Filed with IRS for this Tax ID Number:

Doing Business As (DBA) Name:

Is Respondent business currently a Certified Small Business (SBA), Minority (MBE) or Disadvantaged (DBE)? Yes_____ No________ If yes, copy of certificate must be attached.

Company Mailing Address:

City, State, Zip Code:

Billing Address (if different from company address):

Tax ID Number (EIN): DUNS Number (if applicable):

Contact Person: Phone Number:

Email Address:

Authorized Signature of the person authorized to bind Respondent company to any contract/purchase order that may result from this Solicitation:

Authorized Signature: Date:

Printed Name: Title:

Email Address:

All clarifications to this Solicitation will be in writing and identified as a Letter of Clarification. Verbal communications and other written documents intended to clarify and interpret will not legally bind the Houston-Galveston Area Council.

Only information supplied by a Letter of Clarification and posted to the H-GAC website should be used in preparing submissions. Any Letter of Clarification will be posted on the H-GAC website https://www.hgacbuy.org/bid-notices as soon as available. H-GAC does not assume responsibility for the receipt of any Letters of Clarification by Respondent(s). Respondents must frequently check https://www.hgacbuy.org/bid-notices for updates. #12..
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RA05-21 Page 3
PART I – GENERAL INFORMATION
Houston-Galveston Area Council (H-GAC) Background
The Houston-Galveston Area Council (H-GAC) is the region-wide voluntary association of 133 local governments and local elected officials in the 13-county Gulf Coast Planning region of Texas. Local elected officials organized H-GAC in 1966 after authorization by State enabling legislation. Its service area is 12,500 square miles and includes more than 7-million residents. H-GAC is governed by a 36-member Board of Directors composed of local elected officials, who serve on the governing bodies of member local governments. All H-GAC programs are carried out under the policy direction of its Board of Directors.

H-GAC’s mission is to serve as the instrument of local government cooperation, promoting the region’s orderly development and the safety and welfare of its residents. H-GAC is the regional organization through which local governments consider issues and cooperate in solving area-wide problems. Agency programs emphasize local government concerns, such as transportation, air and water quality, criminal justice, demographic analysis, mapping programs, and intergovernmental purchasing. H-GAC also serves its citizens through workforce development programs, services to the aging and elderly, and small business finance programs.

About The Cooperative
H-GAC is a government agency which provides a Cooperative Purchasing Program as part of its service to other government agencies. The Program currently makes blanket type contracts covering products and services for the use of its membership of more than 4500 local government participants in Texas and other States (Customers) which include cities, counties, emergency services districts, school districts, and nonprofit organizations. Any local government or non-profit organization may participate in the Program if their state law allows. There is no cost to join and become a member of the H-GAC Cooperative Purchasing Program.

H-GAC's Cooperative Purchasing Program, known as HGACBuy, was established pursuant to Texas Interlocal Cooperation Act [Texas Local Government Code, Title 7, Chapter 791]. The Act allows local governments and certain non-profits to contract or agree under the terms of the Act to make purchases or provide purchasing services and other administrative functions appropriately established by another government entity. The Interlocal Contract (ILC) is the required legal document that establishes a link between the Customer (local governments and certain non-profits) and HGACBuy and gives the Customer access to HGACBuy contracts.

HGACBuy contracts are established based on the requirements of Texas Local Government Code, Chapter 252 and/or other applicable State of Texas or Federal procurement requirements. Products and services are contracted after having been subjected to either a competitive bid (ITB); competitive proposal (RFP); or Request for Qualification and Pre-Qualification (RFQ) depending on the category type.

Contracts are blanket type, usually for a term of two (2) or three (3) years. Use of HGACBuy for purchases by any Customer is strictly at the discretion of that entity. Customers issue purchase orders and pay the HGACBuy Contractor directly. The Customer also sends HGACBuy a copy of the purchase order and the Contractor is responsible for reporting the sale to HGACBuy as a contract requirement. #12..
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RA05-21 Page 4
Objective/Purpose
The Cooperative Purchasing Program (HGACBuy) of the Houston-Galveston Area Council of Governments is soliciting offerings for the furnishing of products/services as described in this Solicitation. Texas Local Government Code (Title 7, Chapters 771 and 791) establishes the authority for H-GAC to provide cooperative contract products and services to Texas local governments and in other states if their statutes allow. With that authority, H-GAC makes varied categories of contracted products and services available.

Additional Resources and Required Forms
• Required Forms – https://www.hgacbuy.org/bid-notices/solicitation-forms • HGACBuy Website – www.hgacbuy.org
• HGACBuy Open Solicitations – www.hgacbuy.org/bid-notices • HGACBuy Sample Contract – https://www.hgacbuy.org/bid-notices/solicitation-forms • HGACBuy Customer and Contractor Handbook - https://www.hgacbuy.org/bidnotices/solicitation-forms Contract Term
H-GAC intends to award one or more contracts for the products or services requested under this Solicitation.

The term of the resulting contract(s) contract will be for a period of two (2) year and until any outstanding orders against the contract have been fulfilled. H-GAC may, at its option, extend the contract for up to one (1) additional one-year terms. H-GAC reserves the right to extend and/or expand the scope of this contract if deemed to be in the best interest of H-GAC and subject to H-GAC Board of Directors approval.

No Guarantee of Usage
H-GAC makes no guarantee of volume or usage under any contract resulting from this Solicitation. Services will be requested and contracted on an as needed basis and the type and value of each assignment will vary.

Multiple Awards
H-GAC reserves the right to award contract(s) for line items or groups of line items, at its sole discretion.

H-GAC will not make separate awards for sales in Texas and for sales outside the state of Texas. In the case of acquisitions governed by the Motor Vehicle Division, the dealer is awarded the contract in Texas, and the Manufacturer is awarded the contract outside of Texas.

Proforma Contract
Please visit https://www.hgacbuy.org/bid-notices/solicitation-forms to view the Pro-Forma Contract which successful Respondent will be expected to sign. The actual final contract will be the same or nearly the same as the Pro-Forma. NOTE: Successful Respondents MAY NOT process any purchase orders for sales until all contract documents have been completely executed.

Post Award Meeting
H-GAC reserves the right to require the awarded Contractor attend a post award meeting with H-GAC staff and/or other designated persons at H-GAC offices in Houston, Texas within thirty (30) calendar days after the award. The purpose of the meeting will be to discuss the terms and conditions and to provide additional information regarding the work tasks and requirements.
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RA05-21 Page 5
Solicitation Requirements
Respondent must be compliant with all licensing, permitting, registration or other applicable legal or regulatory requirements imposed by any governmental authority. It is Respondent’s responsibility to ensure that this requirement is met. H-GAC reserves the right to request copies of any license, permit or other compliance related documentation at any time. Listed below are other requirements of responding to the Solicitation:

1. Contractor Orientation and Training
H-GAC believes that Contractor's familiarity with the operational policies and requirements of the Cooperative Purchasing Program is a key factor in achieving Customer satisfaction. The Contact Person listed on Form A (Contractor Information Contact Sheet), or an alternate, will be required to participate in an H-GAC vendor orientation and training as soon as possible after contract award. In addition, other Contractor's staff who will be involved in any way with the HGACBuy Program should participate in orientation. The orientation may be presented as a teleconference or webinar or may be held in H-GAC's offices as determined by H-GAC and Contractor to be the most efficient and effective form of delivery. Please visit https://www.hgacbuy.org/events for more information.

2. Nationwide Sales Opportunity
HGACBuy contracts provide various products and services to local governments and qualifying non-profits throughout the nation, and desires to make established contracts available to Customer wherever and whenever practicable. Once a contract is awarded, Contractor is expected to expand the scope of its marketing effort to include sales to Customers in all areas of the United States. Please also view important guidelines and additional information regarding marketing the program at:
https://www.hgacbuy.org/marketing

3. Corporate/Sales Commitment
Contractor is required to make some basic commitments to ensure the overall success of the HGACBuy program. By submission of a response, Respondent agrees that HGACBuy has the support of senior management and HGACBuy will be the primary government contracting vehicle when offering services/products awarded from this solicitation to eligible Customers nationwide. A further commitment to aggressively market the program, both independently as well in partnership with HGACBuy.

4. Manufacturer as Respondent
If the Respondent is a manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that manufacturer’s authorized dealer network.

Unless stated otherwise, a manufacturer or wholesale distributor Respondent is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this Solicitation on behalf of the manufacturer or wholesale distributor Respondent. Any listed dealer will be considered a sub-contractor of the Respondent. The relationship between the manufacturer and wholesale distributor Respondent and its dealer network must be indicated at the time of the submission. #12..
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RA05-21 Page 6

5. Dealer/Reseller as Respondent
If the Respondent is a dealer or reseller of the products and/or services being proposed, the response will be evaluated based on the Respondent’s authorization to provide those products and services from their manufacturer.

6. Approval by Manufacturer
Any awarded contractor must be approved by the manufacturer to sell, install, and service the brand of equipment submitted. Respondents to this solicitation must submit an approval letter from each manufacturer; authorization letters must include the regions in which equipment may be sold or serviced.

7. Administrative Fee
For each purchase order processed under an awarded contract, H GAC will directly invoice contractor a 1.5% Order Processing Charge applicable to the price of all equipment/services submitted in contractor’s response. The Fee is calculated from awarded bid pricing before additional discounts (if any) have been applied. It is the contractor’s responsibility to remit the administrative fee within thirty (30) days of processing any Customer purchase order, even if an invoice is not received from H-GAC.

Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC.

8. Contractor Status
Contractor is required to provide a status form, which is not part of any evaluation, but may be relevant to other state or local procurement requirements that apply to HGACBuy Customers. The following information will need to be captured:
a) Contractor’s status as a minority/woman-owned business enterprise, historically underutilized business, or service-disabled veteran;
b) Whether Contractor or its ultimate parent or majority owner has its principal place of business in Texas or employs at least 500 persons in Texas; and c) Whether Respondent is a Texas resident or a non-resident business. #12..
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RA05-21 Page 7
PART II – SPECIFICATIONS /SCOPE OF WORK
Project Background
H-GAC is soliciting Responses for selecting qualified manufacturers, distributors, installers and service providers of RADIO COMMUNICATIONS/EMERGENCY RESPONSE EQUIPMENT to make these types of products and services available to Customers of the HGACBuy Cooperative Purchasing Program under blanket type contracts. Customers may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional services, training and maintenance agreements. This solicitation may include a request for a discount percent off price catalog, category, or manufacturer, or price list for supplies, materials, or not to exceed hourly rates for installation or repair. Note: Catalogs/Price lists bid with 0% discount from list/retail price may be deemed non-compliant. Discount must be shown as “List” instead of 0% for these items.

This is an indefinite quantity/indefinite delivery offerings contract - Customer is responsible to ensure adequate competition is performed between the various contractors or contractors outside of HGACBuy to determine price reasonableness that might be required per any funding agency. Please refer to granting agency for any compliance requirements before proceeding with a purchase order under this contract.

This Solicitation is divided into four (4) separate but related categories, Respondent is advised to offer a wide array, or catalog, of products within each product category listed below. When submitting a response, Proposer may choose to give a response on any of the categories or all. No additional weighted value will be given to a respondent who responds to more than one or all categories listed.

Product Codes and Categories:

Note: Respondent must indicate whether equipment being referenced is Digital or Analog equipment (must provide correct FCC license). If not referenced within the response it will be presumed to be Digital.

Category A: Radio Communication Equipment
Including Receivers/Pagers (programming only or licensing); Land Mobile Radios and Accessories; Base Stations and Accessories; Communication Control Console Systems; Portable Radios and Accessories; Radio Trunking Systems; Towers; Mobile Data Systems (MDS); Wireless Mobility Systems including Broadband and LTE; Networking including System-wide ; Biometric Applications.

Note: Respondents must reference Project 25 Phase I and Phase II throughout the proposal when referencing radio and trunking equipment/projects where applicable. Respondents with Project 25 equipment must provide P25 CAP testing documentation that meet or exceed this testing requirement upon request.

Category B: Emergency Response Command and Control Equipment Includes state-of-the-art Emergency Response Command & Control Equipment and Systems that can be purchased by HGACBuy Customers. Actual operators of the equipment will be “first-on-the-scene” emergency incident response commanders who will need to control communications between various agencies, who will have diverse data access needs and networking interfaces, who may have the need to gather and transmit data from the scene.
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RA05-21 Page 8
Category C: Mobile Command Interoperable Communication Equipment Includes systems and equipment for voice, data and video communication interoperable for mobile command systems. Access to wide area network will be via satellite, optional wireless (Wi-Fi) optional video network interfacing, optional networking and gateway interfaces, and cellular data networks. The capabilities provided by these systems will establish interoperability between the incident scene, the Integrated Emergency Operations Center (IEOC) and other Incident Command Systems (ICS) as applicable. H-GAC reserves the right to accept only proposals of interoperable equipment for compatibility, flexibility and uniformity reasons.

Category D: Services
Includes the types of services that Respondent may choose to offer Customers in order to integrate the various products offered in Categories A, B and C into complete systems or subsystems. These services will not diminish, or render void any installation, warranties, training or other related services that are a part of the products and services offered by Respondent in the other Categories.

These services may include support for deployment and implementation, testing, training. Installation services (in addition to the required standard installation), tower services (submission of required documents, physical installation, concrete/foundation work, civil work (soil grading, fencing, etc.), and any coordination with local utilities. Respondent may price integration services for products from any or all of the Categories but may not exclude a specific product or manufacturer within a Category for which Respondent is supplying a response. Respondent must provide a description of labor category in terms of title and minimum personnel qualifications, and a not to exceed hourly rate.

Note: Contractor is responsible for all costs associated with Interoperability Testing (IOT) for all purchased equipment ensuring Multi-Vendor Integration compatibility. Additionally, contractor must demonstrate participation in any testing program required by Federal Communications Commission rules if applicable at time Customer purchase order is issued.

Labor Hours Definitions
If the awarded contract contains hours for labor related services, the following definitions will apply:

1. “Business Day” Monday through Friday

2. “Business Hours” Standard Business Hours 8 a.m. to 5 p.m.

3. “Regular Time” Work that occurs during normal business hours

4. “Emergency Time” Work that occurs outside normal business hours #12..
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RA05-21 Page 9
For purposes of this invitation and any subsequent contract, all systems must be identified using a descriptive two (2) character alpha product code. The first character of the code will identify the Manufacturer and the second the Product Category (A, B, C or D). (Ex. Motorola Solutions Radio Communication Equipment & Services would be designated “PA”). Respondent must price the product code(s) of their choice and make reference to this code(s) on all required pricing forms. If the proposed manufacturer is not listed on the chart below it may be added to Form D – Offered Items Pricing Sheet as a new line.

A. Alcatel-Lucent
B. Avtec
C. Base Camp Connect
D. Bearcom Operating L.L.C
E. Communications Applied Technology
F. E. F. Johnson
G. Harris Communications
H. First In Software
I. Hytera America
J. Icom America
K. Information Station Specialists (ISS)
L. Intrado
M. JPS Communications/Raytheon
N. Kenwood
O. Microwave Networks
P. Motorola Solutions
Q. ReadyOp
R. Relm Wireless
S. Sepura
T. Tait Radio Communications
U. Signal Boosters
V. Zetron
W. Activu Corporation
X. Other/New Manufacturer
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Minimum Requirements
Installation and Service:

1. The cost of installation must be included in the base system cost for all systems proposed, including all equipment, components and software. Basic installation means the system is fully operational.

2. If additional installation is needed by Customer, the Contractor must list on their Form E, a Not to Exceed hourly rate by title or personnel qualification for hardware or software installation.

3. Unless specifically agreed upon by the Contractor and the Customer, all initial installation of all equipment, software, and components must be done by the Contractor. The Contractor must also ensure that the proposed equipment is fully operational and performs properly.

4. The Contractor must furnish all components, wires, connectors, materials, parts, equipment and labor necessary for the complete installation of the system, in full accordance with recommendations of the Original Equipment Manufacturer (OEM).

5. Contractor must observe proper circuit polarities and special care must be taken to ensure that constant polarity is maintained. Contractor must provide adequate protection from electrical surges on any installed equipment.

6. Contractors must ensure that all systems are in first class working condition and free of short circuits, ground loops, video noise, and excessive system noise beyond published specifications of the equipment, hum, RF interference, or instability of any form.

7. At time of installation, the Contractor must provide owner’s manuals, manufacturer’s data sheets and a complete equipment list, with manufacturer’s names, model numbers, serial numbers and quantities of each item provided. The Contractor must provide a comprehensive system schematics and labeling showing detailed connections to all equipment.

Warranty, Service, and Maintenance:

Contractors must comply with the minimum warranty and maintenance requirements described below for any products or services provided under this Solicitation. The Warranty, Service and Maintenance including any Extended Maintenance Agreements, must be described in detail on the Form E.

1. Hardware: Contractor will warrant hardware against defects in workmanship of product for a period of one (1) year from the date of acceptance of installation. Contractor will ensure that any part deemed to be defective or otherwise inoperative will be repaired or replaced at no cost to the Customer, if the term of the standard warranty has not expired.

2. Software: Contractor will warrant software against defects in workmanship of product for a minimum period of ninety (90) days from installation date of licensed software. Respondents must submit a copy of their software license agreements and give a brief overview of what the agreements entail.

2.1 Contractor will offer the customer the option to purchase new releases of software in order to meet customer’s need to maintain current level of software.

2.2 Contractor guarantees that any corrections made to previously released code will be made available to the Customer, free of charge, if such corrections are released within the term of the standard software factory warranty.

2.3 Contractor must provide a complete description of its warranty service, maintenance and extended maintenance programs, to include any Customer costs, hourly rates and/or any other expenses. Also included shall be lead times with respect to service calls and tollfree support numbers. #12..
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Training:

Contractor must provide the Customer comprehensive training on all equipment and software.

1. Initial Training: Contractor must provide a description of the initial training Respondent company will provide for system operators and system users. The training must include the following:

1.1 Basic information about the system

1.2 Description and instruction on use of the user interface(s)

1.3 Customer must demonstrate complete understanding of all systems and operation.

2. Additional Training: Contractor must provide information on other types of training available such as certified technician training and or registration information.

2.1 Additional training must be fully described on the Form E, to include any additional cost that may be incurred by the Customer.

Final Contract Deliverables
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
• Customer Name
• Product/Service purchased, including Product Code if applicable • Customer Purchase Order Number
• Purchase Order Date
• Product/Service dollar amount
• HGACBuy Order Processing Charge amount
Reports must be provided to H-GAC in Excel or other acceptable electronic format by the 30th day of the month following the quarter being reported. If Contractor defaults in providing Products or Services reporting as required by this Solicitation and the contract, recourse may be exercised through cancellation of the contract and other legal remedies as appropriate. #12..
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PART III – SOLICITATION SUBMISSION CONTENTS
Submissions must include the information described below. Please submit the electronic pdf with tabbed navigation reference labels to indicate the submission in the order of the alpha character as listed below (A through N).

A. Summary Letter/Narrative Statement
This letter must include a summary of key aspects of the contractor’s qualifications and must indicate the Respondent’s commitment to provide the services proposed and certify that all statements and information prepared and submitted in the response to this Solicitation are current, complete, and accurate; and that the proposed solution for the project meets all the requirements of this Solicitation. Submit narrative that provides detail regarding organization’s experience (Maximum 1 page) B. Signature Page and all Forms as Listed on last page of this RFP Submit completed and signed Signature Page (located on page 2) and all required forms of the checklist provided on the last page of this solicitation.

C. Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Affirmation Form located at www.hgacbuy.org/bid-notices/solicitation-forms (if subcontracts are to be let) Complete and sign the applicable section (A, B, or C) of the Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Affirmation Form. Respondent must identify the small and minority businesses, women's business enterprises, and labor surplus area firms’ participation level and the role that each small and minority business, women's business enterprises, and labor surplus area firm will have in the project implementation. Since small and minority businesses, women's business enterprises, and labor surplus area firms’ proposed are considered part of the team, the Respondent must include all relevant information necessary to effectively perform the evaluation of the response as it relates to the submission requirements listed in this section. Nothing in this provision will be construed to require the utilization of any small and minority businesses, women's business enterprises, and labor surplus area firm that is either unqualified or unavailable.

The applicable section of this form must be completed, signed and returned with the submission, failure to return this signed form and any applicable required good faith effort documentation may result in the submission being deemed non-responsive.

D. Warranty, Service and Manual Documents
Respondent must submit detailed Warranty, Service, Technical Manual, or other relevant information or booklets with the Response. Provide an electronic copy, in excel format only, of all catalogs bid in coordination with Form D & E pricing. Include Basic specification information for products and systems offered (e.g. cut/tear sheets, brochures, etc.); such that the basic capabilities and features of the equipment offered can be ascertained. If Respondent submits a warranty with the Response which does not meet any minimum stated requirements in the Solicitation, Respondent agrees by submission of the Response that such warranty is automatically amended to meet the minimums. #12..
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E. Marketing & Service Plan Form H
Submit completed Form H. H-GAC expects proposer to have the capability and willingness to serve any H-GAC Customers across the nation, and to promote any contract to the best of its ability. Respondent must submit a completed marketing and service plan form and include a detailed written narrative explaining in detail activities that will be undertaken to actively market and promote the awarded contract to H-GAC Customers and provide information on applicable items listed below:

1. Describe types of media to be used, frequency and method of outreach campaigns (social media, ads, sales tools, newsletters, etc.)

2. A description of the dedicated staff resources anticipated in serving and in promoting any contract.

3. Anticipated marketing strategies to increase sales in awarded service areas or categories

4. Anticipated employee representative trainings and frequency

5. Dedicated webpages or other online presence

6. Use of dealer or distributor networks

7. Use of existing company marketing teams and coordination with H-GAC’s marketing team

8. Metrics employed to measure outreach and marketing success and measurement of sales F. Geographic Areas Served/Authorized Distributor Form
Submit information regarding at least the following on the form: Maps and graphics are useful (Be very specific as to geographic locations and capabilities).

1. Describe the company’s Geographic Coverage and ability to meet the needs of Customers throughout the United States.

2. Detail the dealer network (nationwide) and describe how it will be used to provide products/services to H-GAC members nationwide.

3. Submit an approval letter from each manufacturer; authorization letters must include the regions in which equipment may be sold or serviced.

4. Provide a listing of all planned retailers/distributors, etc. that may be used during the term of this contract to deliver goods or services (awarded contractor remains responsible for the terms of the contract)
G. Business History/Viability
Submit information regarding at least the following:

1. Ownership history and current organization

2. Current capitalization and gross revenue for each of the last three (3) fiscal years.

H. Service Facilities and Personnel
Submit details regarding at least the following:

1. Sales office locations

2. Factory and Service Center Locations

3. Technical and maintenance services provided after a sale, and on what basis

4. Warranties, policies and procedures for handling problems and returns

5. Customer training provided, and on what basis?
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I. Service Capabilities/Capacity
Submit details, as applicable, regarding at least the following:

1. Technical support services/levels available, include information on 24/7 support and toll-free number or other contact method.

2. Services being provided to private customers/government

3. Website presence and functionality available to End Users. Include any automated order entry process and/or billing and payment capability available on your website J. Licenses/Certifications
Provide any and all licenses and certificates as required by the Solicitation.

K. Products and Pricing Forms D and E (as applicable)
This response requires published catalog and/or price list pricing. List and/or price a manufacturer’s published catalog and/or price lists with % discounts. The information must be provided on H-GAC Form D Offered Items Pricing Sheet and in searchable PDF electronic format. Further, no paper catalogs or manufacturer/vendor websites will be accepted. Form E Published Options Pricing is included in the bid package to allow pricing of those options that are not included in a particular catalog (e.g. extended warranty, additional training). Respondent must provide:

1. Standard published pricing containing all products that will be offered for sale through the Program

2. Pricing must be provided in either an itemized/component format or in a standard manufacturer published catalog or price list showing the % discount off retail/list (where applicable) on Form D Offered Items Pricing Sheet. Catalogs/Price Lists MUST be identified (name, year, edition etc.) on Form D Offered Items Pricing Sheet as a line item along with % discount. For Line items pricing, use TAB A, for price book listing use TAB B.

3. Respondent to list pricing of those options in a Not to Exceed Rate or Not to Exceed Cost that are not included in a catalog (e.g. extended warranty, additional training, quantity discounts) or other incentive programs which will be made available through the program on Form E Published Options Pricing.

4. If submitting a response in more than one Product Category, a single Form E will suffice. However, each Form must be subdivided for each H GAC Product Category being addressed in the response.

Note: Options bid on Form E Published Options Pricing must be associated with the manufacturer/product code being proposed on Form D Offered Items Pricing Sheet. For example, if you are proposing Motorola Radio & Communication Equipment (PA) on Form D Offered Items Pricing Sheet, only options associated with Motorola (mfg.) may be listed/priced on Form E Published Options Pricing.

L. Catalogs and Price Lists
Provide an electronic copy, in excel format only, of all catalogs bid in coordination with Form D Offered Items Pricing & Form E Published Options Pricing. Include Basic specification information for products and systems offered (e.g. cut/tear sheets, brochures, etc.); such that the basic capabilities and features of the equipment offered can be ascertained.
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M. Project Organization and Management Plan
If offering services: submit a project organization and management plan that includes project staffing with an indication of the personnel to be involved, their respective roles, and a not to exceed hourly rate by labor title category. A general summary of the approach to be used in accomplishing the work must be given.

Describe functions and responsibilities of the staff involved. Submissions must clearly delineate all individuals, by names and titles that will be working on this plan and their areas of responsibility. If substitutes or back-up personnel are planned on a contingency basis, they must be indicated in the plan. (Maximum 3 pages)
N. References
Provide references from at least five (5) government and/or non-profit entities which have purchased offered Products within the past two (2) years. At a minimum, please include the following information (Maximum 2 pages):

1. Entity name

2. Contact person’s name, address & phone number

3. Description and value of product(s) purchased

4. If company provides services nationwide, list references outside of Texas Respondent is encouraged to include any letters of endorsement which may be available from the supplied references., H-GAC reserves the right to consider historic information and other facts in its proposal evaluations, whether gained from this proposal, references, or any other source. #12..
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PART IV – TERMS AND CONDITIONS
By submitting a response, respondent agrees that it has read and fully intends to comply with the terms and conditions contained in this solicitation document as applicable to any subsequent contract or funding agency requirements or agreements. Exceptions to these General Terms and Conditions are not permitted.

A. H-GAC Terms and Conditions

1. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract.

2. Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other information submitted as a part of a submission, are considered public information, and become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and HGAC policies and procedures. In the event the respondent wishes to claim portions of the response are not subject to the Texas Public Information Act, it shall so indicate on the response; however, the determination of the Texas Attorney General as to whether such information must be disclosed upon a public request shall be binding on the respondent. H-GAC will request such a determination only if respondent bears all costs for preparation of the submission. HH-GAC is not responsible for the return of creative examples of work submitted.

3. H-GAC will not be held accountable if material from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process.

4. Contract Termination:
a. Convenience
H-GAC may terminate this Contract in whole or in part without cause at any time by written notice by certified mail to the Contractor whenever for any reason H-GAC determines that such termination is in the best interest of H-GAC. Upon receipt of notice of termination, all services of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. b. Default
H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Contract in any one of the following circumstances:
(1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Contract for any reason whatsoever, or so fails to make progress or otherwise violates the Contract so that completion of the services herein specified within the agreement term is significantly endangered, and in either of these two instances Contractor does not cure such failure within a period of ten (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC.

In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User.

B. Compliance with Federal Law, Regulations, and Executive Orders Contractor will comply will all applicable federal law, regulations, executive orders, policies, procedures, and directives.

C. Anti-Competitive Behavior
Respondent will not collude, in any manner, or engage in any practice, with any other Respondent(s) which may restrict or eliminate competition or otherwise restrain trade.
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D. Contact by Respondent
To ensure a fair and competitive environment, direct communication between H-GAC employees other than the Solicitation Contact or any party able to create an unfair advantage to Respondent or disadvantage to other Respondents with respect to the Solicitation process, or the award of a Contract is strictly prohibited. This restricted period of communication begins on the issue date of the Solicitation and for Respondent(s) not selected for award ends with the conclusion of the protest period identified in the Solicitation document and for Respondents(s) selected for award ends with the Contract execution. This restriction does not apply to communications to other H-GAC employees during a Pre-Proposal/Bid or Response conference or other situations where the Solicitation Contact has expressly authorized direct communications with other staff. A Respondent who intentionally violates this requirement of the Solicitation process or otherwise deliberately or unintentionally benefits from such a violation by another party may have its Submission rejected in accordance with H-GAC Procurement Policy. Respondent(s) will not offer any gratuities, favors, or anything of monetary value to any official or employee of H-GAC (including any and all members of the evaluation committee) for the purposes of influencing consideration of any Submission.

E. Updates to the Solicitation
Any changes, corrections, additions, or deletions made to this Solicitation will be posted to the HGACBuy website https://www.hgacbuy.org/bid-notices. It is the responsibility of Respondents to frequently check the website for any possible changes.

F. Interpretation of Specifications
The specifications and/or product references contained herein are intended to be descriptive rather than restrictive.

H-GAC is soliciting responses to provide a complete service package which meets its overall requirements. Specific services and collection references may be included in this Solicitation for guidance, but they are not intended to preclude Respondents from recommending alternative solutions offering comparable or better performance or value. Results of informal meetings or discussions between a potential Respondent and H-GAC official or employee may not be used as a basis for deviations from the requirements contained in this Solicitation. The intent of the specifications is to provide Respondent with sufficient information concerning the Products/Services to be contracted so Respondent can prepare and submit an acceptable Response. The specifications may be detailed or general in nature. Details of construction, materials, or the way in which services will be provided, are left to the discretion of the Respondent, provided only that any offering must conform, as a minimum, to best Industry standards and practices and to what is currently being sold in the marketplace. Requirements contained in the Solicitation are not considered to be biased toward any Respondent(s) competing under this Solicitation.

G. Suspension and Debarment
Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless the HGAC knows the certification is erroneous. #12..
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H. Goal for Contracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area firms (if subcontracts are to be let)
H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:

1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises;

5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable.

The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/prime-subcontracting NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such as:

Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency.

Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes or programs they might have in place. Assistance may include compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was considered in a procurement transaction, etc.

I. H-GAC Responsibilities
H-GAC is responsible for project administration and final decisions on all contractual matters. H-GAC has sole discretion and reserves the right to cancel this Solicitation or to reject any or all submissions received prior to the contract award. H-GAC reserves the right to waive any formalities concerning this Solicitation, or to reject any or all submissions or any part thereof. H-GAC reserves the right to refuse to award a contract to or enter into a transaction with an apparent low bidder if that bidder is indebted to H-GAC. H-GAC reserves the right to accept or reject any Product Item or option offered. Additionally, all options included in Respondent’s response and accepted by H-GAC are understood to be included in any contract.
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J. Structure of Response
Depending on the Product or Service, market structures and sales practices can differ substantially. For example, dealers may sell into any market or may be restricted to certain territories, manufacturers may sell direct or be limited by law to selling through independent dealerships, etc. H-GAC’s objective is to ensure that Customers, no matter where located, can buy contracted products/services and receive quality and timely service and support, while at the same time allowing for the most appropriate and effective response to this Solicitation. Responses to this Solicitation will be only accepted in conformance with the following scenarios and requirements:

1. Single Respondent Acting Alone Or As "Lead" For A Group:

Respondent must complete and sign a Signature Page and all other required forms and, if contracted, will be solely responsible for all contractual requirements including administration, processing of purchase orders and handling of payments for transactions which may involve other dealers/distributors who actually deliver the products or services. Unless stated otherwise, a manufacturer or wholesale distributor Respondent is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this Solicitation on behalf of the manufacturer or wholesale distributor Respondent. Any listed dealer will be considered a sub-contractor of the Respondent.

2. Multiple Respondents Acting Jointly:

A single Response will be submitted, and each party to the Response must complete and sign a Signature Page and all other required forms must be included in the single Response. If the Response is successful, each party will sign a separate contract with H-GAC and will be individually responsible for compliance with all terms and conditions. Only those parties which have executed a contract with H-GAC are authorized to process purchase orders for sales and payments under the HGACBuy program..

Contractor may sell through HGACBuy anywhere subject to compliance with applicable laws and regulations.

If the market structure in which Contractor operates requires a contract assignment for any sale, H-GAC may assign the contract to a Manufacturer or to another Dealer(s). Such assignment must be specific and detailed and must be approved by the Contractor and H-GAC.

Note: Respondent can only be a party to one response structure.

K. Line Item Bids
Only (1) one item can be bid for each referenced line item. To bid the referenced line item and an alternate, respondent must submit a separate bid form for each alternate item(s) with its own original signature page. Multiple bids for the same line item on one bid form will give cause to reject a bid from further consideration.

L. Percentage Discount from Catalog or Category
A specific percentage discount from a catalog or categories referenced may be bid as specified or Contractor may bid an alternate or approved equal catalog for the products/equipment. The bids received will be evaluated on Contractor’s ability to meet or exceed specifications and most advantageous discount to the HGACBuy program. Cost plus a percentage of cost as a primary pricing mechanism is not acceptable. #12..
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M. Contract Price Adjustments

1. Price Decreases
If Contractor’s Direct Cost decreases at any time during the full term of this award, Contractor must immediately pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost means Contractor’s cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC’s receipt of Contractor’s notice.

If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing.

2. Price Increase
Contractors may request a price increase after twelve (12) months from the bid opening date of the bid received by H-GAC. The amount of any increase will not exceed actual documented increase in Contractor’s Direct Cost and will not exceed 10% of the previous bid price. Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges, or other economic factors.

3. Price Changes
Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a price change. Temporary increases in pricing by whatever name (e.g. ‘surcharge’, ‘adjustment’, ‘equalization charge’, ‘compliance charge’, ‘recovery charge’, etc.), are also considered to be price changes.

For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must include the new catalog or price sheet.

All Products shall, at time of sale, be equipped as required under any then current applicable local, state, and federal government requirements. If, during the course of any contract, changes are made to any government requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the extent of Contractor’s actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale are the responsibility of the Customer.

4. Requesting Price Increase/Required Documentation
Contractor must submit a written notification at least thirty (30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the Contractor’s current price, revised price, the actual dollar difference and the percentage of the price increase by line item.

Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the documentation used to submit pricing in the original Response and be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to the Bids and Specifications manager, William Burton at [email protected] #12..
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5. Review/Approval of Requests
If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor’s price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor’s only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request.

N. Contract Item Changes

1. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers.

2. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers.

3. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers.

4. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing will be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval.

O. Change Orders
Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance of any Change Order. A copy of the Change Order must be provided by the Contractor to, and acknowledged by, H-GAC.

P. Pricing Discrepancies
In case of discrepancies between total prices and unit prices; the latter shall prevail. #12..
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Q. Requirements Applicable to Physical Goods
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:
a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation and performance. This requirement is NOT meant to preclude Respondent from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace. c. Include all accessories which may or may not be specifically mentioned in the Solicitation, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery. Such accessories shall be assembled, installed and adjusted to allow continuous operation of Product at time of delivery. d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any Customer. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials. f. Be available for inspection at any time prior to or after procurement.

R. Deliveries/Shipping Terms
The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor’s risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days or in conformance with any terms alternately established with the Customer.

Shipping must be F.O.B. Destination to the delivery location designated on the Customer purchase order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor. The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage. Unless otherwise stated in the Bid Form or Specifications, deliveries must consist only of new and unused merchandise.

S. Restocking (Exchanges and Returns)
There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for any decrease in price per Customer’s preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received.

Items that are special ordered may be returned only upon approval of the Contractor.

T. Samples
Samples, when required, must be submitted at no expense to H-GAC. If not destroyed or consumed during testing, samples will be returned upon request at Offeror's expense. Samples will be used to determine if the proposed items meet the specifications stated in the Solicitation. If Respondent fails to provide samples within five (5) day period, as required, H-GAC may reject the Response and not consider it for further evaluation.

U. Measurements
If any measurement stated for items are approximates. H-GAC reserves the right to accept items that are similar in size, if in H-GAC’s judgment, the item bid fulfills the intended purpose. #12..
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V. Product Codes
Unless otherwise addressed in this Solicitation, the following requirements will apply:
a. Each Product/Service offered will be identified using an H-GAC Product Code, as described in this Solicitation. Respondent can offer only one (1) product for any product code. (ex. Respondent submits a response for code ABC and has another offering that meets the requirements for ABC. Respondent may not submit two (2) offerings for code ABC. The alternate offering that also meets the requirements for ABC must be offered as an option "upgrade/downgrade" to ABC.
b. Pricing for optional upgrades or downgrades to base bid items should be quoted as an “adder” or “deduct” amount as appropriate, to be applied to the offered price of the base Product Item listed on Form D Offered Items Pricing.
c. Base bid items and the associated product codes are referenced in the Solicitation and on any applicable pricing form.
d. Selection of product codes for which to submit an offer is at Respondent’s discretion.

W. Options – General
a. Options are considered to be any features or accessories, other than H-GAC's and Manufacturer's "standard" features or accessories.
b. Options should be offered on the FORMS designated for quoting options. Each option should be listed and described on a separate line and must include any Manufacturer's/Dealer's code number. If no Manufacturer's/Dealer's code number exists, Respondent should create one. c. Prices for all offered options must include any installation or mounting required to make it a fully functional component of the Product, unless otherwise stated in the Response. d. "Suggested" or "Other" options may be listed for any Product in the Solicitation, Respondent is encouraged to quote pricing for such options. The extent of offered options in any response may be taken into consideration as part of the award criteria, at H-GAC's sole discretion. e. Respondent is encouraged to include options for non-equipment items that may be applicable to a sale, such as: Extended Warranties, Maintenance Agreements, Buy-back or Trade-In Agreements, Quantity or Special Discounts, Extended Training, etc.

Required Options
a. Product specifications may include H-GAC "Required Options". If so, Respondent must quote a price for ALL options requested, and, if there is an H-GAC Option Code provided in the Solicitation, it MUST be used as part of the description.
b. For any specific "Required Option", Respondent may quote an equivalent so long as its design and performance are as good as, or better than, the specified option item. Responses which do not include pricing for Required Options may be considered non-compliant.
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Upgrade/Downgrade Options
a. H-GAC may include in the Solicitation the opportunity for a Contractor to provide items related to the “base item” being provided, termed Upgrade/Downgrade Options. These options allow Customers to customize their purchase to meet any required individual entity requirements. Upgrade/Downgrade options are only available with the purchase of the matching “base item”. H-GAC reviews all Purchase Order requests for Upgrade/Downgrade Options and reserves the right to disallow purchase of any Published Option through the Program.
b. No Upgrade/Downgrade Option may be offered which essentially converts a Product such that it competes with a Product Item awarded to another Contractor.

X. Manuals
Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in the price for the Product offered.

Y. Out of Stock/Product Recalls/Discontinued Products
H-GAC does NOT purchase the Products sold pursuant to a Solicitation. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have the option of accepting any equivalent product or canceling the item from Customer’s Purchase Order. Contractor is not authorized to make substitutions without prior approval.

Z. Standard Features
The stated minimum requirements for all Products requested in the Solicitation are considered “standard” features by H-GAC; even if these features might normally be offered as options, these features must be included in the base price for any product offered.

AA. Brand Name or Equivalent
Wherever in the specifications any materials or processes are indicated or specified by patent of proprietary name and/or by name of manufacturer, such specifications will be deemed to be used for the purpose of facilitating descriptions of the performance, materials and/or processes desired and must be deemed to be followed by the words, "or equivalent", if not stated in the specifications. The burden of proof will rest with the Respondent, in the course of a technical evaluation, to prove that the proposed item(s) are equivalent to the performance, materials, processes, or articles specified. Determination as to whether the items(s) bid is/are equivalent to those specified will rest solely with H-GAC and the Customer. If a respondent is offering an "or equivalent" item, respondent must list the manufacturer's name and product number of the item offered. If this detail is not provided, it will be assumed respondent is offering the exact item specified. H-GAC’s decision whether an item is an equivalent to the item specified is final.

BB. Warranties, Sales and Service
Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Solicitation; any warranties offered by a dealer will be in addition to the manufacturer’s standard warranty and will not be a substitute for such. Pricing for any Product must be inclusive of the standard warranty.

Contractor isresponsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party.
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CC. Variances
Any variance in the specifications or performance of Products offered pursuant to this Solicitation will be deemed acceptable to H-GAC only if the variance MEETS or EXCEEDS the specifications and requirements of this Solicitation.

DD. HGACBuy Order Processing Charge
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the Customer.

EE. Distributors, Vendors, Resellers etc.

Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded.

FF. Tax Exempt Status
H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly. Exemption certificates will be provided upon request.

GG. Payment for Work
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice.

HH. Payment Terms/Pre-payment/Quantity Discounts
If discounts for accelerated payment, pre-payment, progress payment, or quantity discounts are offered, they must be clearly indicated in the submission. The applicability or acceptance of these terms is at the discretion of the Customer.

II. Inspection/Testing
All Products sold pursuant to this Solicitation will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering Customer, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Solicitation, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.

JJ. Background Checks
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the Customer.
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KK. Architecture and Engineering Services
The HGACBuy Cooperative Purchasing program is prohibited from offering Architecture and Engineering or other Independent testing services via a cooperative contract. Contractors may not offer any such services under and HGACBuy contract. Texas law requires Architectural and Engineering Services to be obtained in accordance with the Professional Services Procurement Act, Texas Local Government Code, Chapter 2254.

LL. Conflict of Interest Questionnaire (If awarded a contract) Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict of interest questionnaire (CIQ) if they have an employment or other business relationship with an HGAC officer or an officer’s close family member. The required questionnaire and instructions are located on the HGAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer’s close family member as defined in the law exists.

MM. Certificate of Interested Parties Form – Form 1295 (If awarded a contract) As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with a Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.

NN. Prohibition on Contracts with Companies Boycotting Israel Certification (If awarded a contract) As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

OO. No Excluded Nation or Terrorist Organization Certification (if awarded a contract) As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) #12..
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PP. Prohibition on Contracting with Entities Using Certain Telecommunications and Video Surveillance Equipment (Effective Aug. 13, 2020 and as amended October 26, 2020) Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Respondent must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.

QQ. Buy American Act (National School Lunch Program and Breakfast Programs) With respect to products purchased by Customers for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable.

Contractor agrees to provide all certifications required by Customer regarding such programs.

In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC Customers may decide not to purchase from Contractor. Additionally, H-GAC Customers may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.

RR. Buy America Requirement (Applies only to Federally Funded Highway and Transit Projects) With respect to products purchased by Customer for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs. With respect to products purchased by Customer for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs.

SS. Domestic Preference
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a Customer using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The Customer must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, the it shall work with the Customer to provide all required certifications and other documentation needed to show compliance.
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TT. Title VI Requirements
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Solicitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

UU. Equal Employment Opportunity
Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Respondent agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.

VV. Clean Air and Water Pollution Control Act
Customer Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to the Federal Rule above, Respondent certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.

WW. Prevailing Wage
Respondent and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.

XX. Contract Work Hours and Safety Standards
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all Customer Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

YY. Profit as a Separate Element of Price
For purchases using federal funds in excess of $150,000, a Customer may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, including any applicable discount, under any awarded contract. #12..
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ZZ. Byrd-Anti Lobbying Amendment
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Customer. As applicable, Respondent agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352). Respondent certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the Respondent, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative agreement, Respondent shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.
(3) Respondent shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

AAA. Compliance with EPA Regulations Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts
Respondent certifies that Respondent is in compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.

BBB. Compliance with Energy Policy and Conservation Act Respondent certifies that Respondent will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
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CCC. Procurement of Recovered Materials
H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements.

DDD. Copeland “Anti-Kickback” Act
The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. (2) The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

EEE. Discrimination
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination. These include, but are not limited to:
a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin;
b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex;
c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and
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FFF. Insurance
Unless otherwise stipulated in another section of this Solicitation, Contractor must have the following insurance and coverage minimums:

General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Specifications of this Solicitation. Property Damage or Destruction insurance is required for coverage of Customer owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as part of Automobile coverage, or under a Garage Keepers policy.

If any Product(s) or Service(s) will be provided by parties other than Respondent, all parties are required to carry the minimum insurance coverages specified, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. Coverage must be clearly listed on any insurance certificate(s) submitted to H-GAC. All insurance certificates, policies, and binders must be maintained by Respondent at its program site for review by H-GAC at any time, and a copy must be provided to H-GAC upon contract award. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

GGG. Drug-Free Workplace
Respondent must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable. For the purposes of this Section, “drug-free” means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy upon contract award.

HHH. Applicability to Subcontractors
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Solicitation will be bound by the foregoing terms and conditions.

III. Warranty and Copyright
Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming.

JJJ. Data Handling and Security
It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data, products and deliverables. #12..
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KKK. Resolution of Protested Solicitations and Awards
Any Respondent who is aggrieved in connection with a purchase transaction may file a grievance. The grievance may be filed at any phase of the procurement, and up to five (5) days after the H-GAC Board of Directors public agenda is posted for action regarding the questioned item. Grievances filed more than five (5) working days after action by the H-GAC Board of Directors will not be deemed timely and will not be considered. In order for a Respondent to enter the grievance process, a written complaint must be sent to the Deputy Assistant Director of H-GAC by certified mail and sent to 3555 Timmons Lane, Houston, Texas 77027, which includes the following:

1. Name, mailing address and business phone number of the complainant.

2. Appropriate identification of the procurement being questioned.

3. A precise statement of the reasons for the protest.

4. Supporting exhibits, evidence or documents to substantiate any claims.

The grievance must be based on an alleged violation of H-GAC’s Procurement Procedures, a violation of State or Federal Law (if applicable), or a violation of applicable grant or contract agreements to which H-GAC is a party. Failure to receive a procurement award from H-GAC in and of itself does not constitute a valid grievance. Upon receipt of grievance, the Deputy Executive Director will initiate the informal resolution process.

The Procurement and Contracts Department will contact the complainant and all interested parties and attempt to resolve the allegations informally within ten (10) working days from the date of complaint. If the allegations are successfully resolved by mutual agreement, documentation will be forwarded to the Deputy Executive Director of the resolution with specifics on each point addressed in the original complaint.

If the Procurement and Contracts Department is not successful in resolving the allegations, the complaint, along with the comments, will be forwarded to the Deputy Executive Director immediately. The Deputy Executive Director will review all documentation. All interested parties will be given written notice of the date, time, and place of hearing and an opportunity to present evidence. A written decision will be issued within five (5) working days after the hearing along with notice of appeal rights.

The complainant may appeal the Deputy Executive Director’s decision by submitting a written appeal, within five (5) working days, to the Executive Director of H-GAC. The Executive Director, upon receipt of a written notice of appeal, will contact the complainant and schedule a hearing within ten (10) working days. The Executive Director of H-GAC has the option of appointing a Hearing Officer to preside over the hearing. If appointed, the Hearing Officer will conduct a hearing and forward a summary and recommended resolution to the Executive Director.

The decision reached by the Executive Director or his designee will be final and conclusive. This decision will be forwarded to the complainant in writing within thirty (30) working days.

The Respondent may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction.
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PART V – EVALUATION, SELECTION AND AWARD
Evaluation
An evaluation committee may consist of representatives from H-GAC and other stakeholders and will score the submission to the Solicitation in accordance with the evaluation criteria listed below.

Submission will be evaluated based on any competitive pricing that meets or exceeds the requested line items and the responsiveness and responsibility of the contractor in complying with the requirements of the solicitation.

Submissions will also be evaluated based on a total top score of 100. The committee members will individually evaluate and numerically score each submission in accordance with the evaluation criteria section of this Solicitation. Respondents with a score of at least 80 may be eligible for a contract award recommendation, at the sole discretion of H-GAC.

H-GAC reserves the right to contact respondents for clarification of information submitted and to contact references to obtain information regarding past performance, reliability and integrity.

Selection
It is the intent of H-GAC to award for any competitive pricing, on the basis of overall low net bid meeting specifications for the entire Contract. H-GAC reserves the right to accept or reject in whole or in part any or all bids received and to make an award on the basis of individual item, combination of items or overall best bid, as it is deemed in the best interest of H-GAC and its Customers.

Upon review of all information provided by Respondents, the evaluation committee will rank each submission. H-GAC intends to select a submission that best meets the needs of H-GAC, and other stakeholders to be determined.

Board Approval and Award
A recommendation will be presented to the H-GAC Board of Directors for approval to execute a contract.

H-GAC reserves the right to award based on the best interests of H-GAC, whether that be single or multiple awards. However, the final approval and selection of award lies with the Board of Directors. H-GAC reserves the right to delay that date as needed and to reject any and all submissions as deemed in its interest.

Tie Bids
H-GAC may award a contract for tie bids by drawing lots or by awarding to multiple contractors. If time permits the bidders involved shall be given an opportunity to attend the drawing. The drawing must be witnessed by at least three (3) persons and the contract file must contain the names and addresses of the witnesses and the person supervising the drawing. When an award is made by drawing by lot after receipt of equal low bids, the buyer must describe how the tie was broken by providing a written statement that the contract award was made in accordance with the circumstances justifying the priority used to break the tie or select bids for a drawing by lot. This does not prohibit H-GAC from rejecting all bids. #12..
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Debriefing
Requests for a debriefing must be made in writing to [email protected] within five (5) working days after notification of non-selection. H-GAC reserves the right to not conduct debriefings if requests are made after that time. This procedure is NOT available to Respondents who did not participate in the selected Solicitation, to non-responsive or non-timely Respondents, or when all submissions are rejected.

Presentation/Demonstration/Interview
The evaluation committee reserves the right to request and require that each Respondent provide a final presentation/demonstration/interview regarding submission at a scheduled date and time. No Respondent is entitled to this opportunity, and no Respondent will be entitled to attend the presentation/demonstration/interview of any other Respondent. The purpose of the presentation/demonstration/interview is to inform the work of the evaluation committee. If necessary, Respondents may be required to make more than one presentation/demonstration/interview.

Best and Final Offer (BAFO)
H-GAC reserves the right to request a Best and Final Offer from finalist Respondent(s), if it deems such an approach necessary. In general, BAFO would consist of updated costs and answers to specific questions that were identified during the evaluation. If H-GAC chooses to invoke this option, Submissions would be reevaluated by incorporating the information requested in the BAFO document, including costs, and answers to specific questions presented in the document. The specific format for the BAFO would be determined during evaluation discussions. Turnaround time for responding to a BAFO is usually brief (i.e., five (5) business days).
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PART VI – SOLICITATION EVALUATION CRITERIA
Responsiveness (Pass/Fail)
Submission must be responsive to all material requirements that will enable the evaluation committee to evaluate submissions in accordance with the evaluation criteria to make a recommendation to H-GAC officials. This includes a signed signature page by a person authorized to bind the company to any contract/purchase order that may result from this Solicitation; and if subcontracting, may include the completed Small and Minority Business Affirmation Form.

Products and Pricing (30%)
Price is competitive and all information is completed on the pricing sheets as set out in the submittal section of this solicitation. Demonstrated ability to deliver services at a reasonable cost and all elements of cost detail are provided. If offering services, reasonable total fee schedule/not to exceed hourly rates.

Project Management, Organizational Structure and Key Personnel (10%) Demonstrated qualified Project Manager. Demonstrated effective organizational structure and responsibilities of the staff involved, licenses (of required) are provided. Key personnel assigned to the project possess necessary qualifications and be able to perform the work.

Past Performance (10%)
An evaluation will be conducted of the Respondents previous contract performance as an HGACBuy contractor based on the performance measured listed below. Those with no history will receive the maximum for this criterion.

PERFORMANCE MEASURES (2% each)
Timely and accurate response to request for information and/or request for quotes/pricing Timely delivery of product or services (as quoted at time of order placement) Quality of products/service
Timely and accurate submission of Contractor’s Activity Report Timely payment of order processing charge
Marketing Plan (10%)
A detailed written narrative is provided and outlines activities that will be undertaken to actively market and promote the awarded contract. The marketing plan is clear and comprehensive and incorporates the details as required by the submittal criteria.

Geographic Areas Served/Authorized Distributor (10%)
Detailed geographic coverage is provided and demonstrates the ability to meet the needs of Customers throughout the United States. If applicable, dealer network (nationwide) is provided and describes how it will be used to promote this program and provide products/services to H-GAC members nationwide.

Approval letter from each manufacturer is submitted (when applicable); authorization letters include the regions in which equipment may be sold or serviced. A listing of all planned retailers/distributors, etc. that may be used during the term of this contract to deliver goods or services is provided. #12..
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Service Facilities and Personnel (10%)
Detailed information is provided and includes at least the following:

1. Sales office locations

2. Factory and Service Center Locations

3. Technical and maintenance services provided after a sale, and on what basis

4. Warranties, policies and procedures for handling problems and returns

5. Customer training provided, and on what basis?
Business History/Viability (10%)
Detailed information is provided and demonstrates acceptable business viability Information submitted includes at least the following:

1. Ownership history and current organization

2. Current capitalization and gross revenue for each of the last three (3) fiscal years.

Warranty, Service, and Manual Documents (5%)
Detailed Warranty, Service, Technical Manual, or other relevant information or booklets are provided and meets any minimum stated requirements in the Solicitation.

References (5%)
At least five (5) adequate references and examples of previous, similar work in comparable service or product delivery and minimum requirements are provided. References are acceptable. #12..
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PART VII – INSTRUCTIONS TO RESPONDENTS
Pre-Proposal/Response Conference
A Pre-Proposal Conference will be held on Thursday, March 04, 2021 @ 9:00 a.m. The virtual meeting will be held using Microsoft Teams. The meeting link will be posted to: https://www.hgacbuy.org/bidnotices. The meeting can also be accessed by clicking on the following link:
https://teams.microsoft.com/l/meetupjoin/19%3ameeting_ZDE3ZDQ1YjUtM2VlNi00NjhiLWFjZjEtOTRiNmI5M2U5MWNl%40thread.v2/0?context=% 7b%22Tid%22%3a%22a268f37c-2197-43bf-bbbb-a75e994ad962%22%2c%22Oid%22%3a%22d2f154cd-0e36- 47a4-bad3-05f4f646f64c%22%2c%22IsBroadcastMeeting%22%3atrue%7d It will be assumed that Respondents attending any conference have reviewed the Solicitation in detail and are prepared to raise any substantive questions which have not already been addressed by H-GAC in this Solicitation.

Inquiries and Additional Information
Respondents must submit questions by e-mail to [email protected] by the Questions deadline, any questions received after the deadline will not be answered. Telephone inquiries will not be accepted H-GAC will respond as completely as possible to each question. Questions and answers will be posted on the HGACBuy website https://www.hgacbuy.org/bid-notices as soon as available. The names of respondents who submit questions will not be disclosed.

Letter(s) of Clarification
All clarifications to this Solicitation will be in writing and identified as a Letter of Clarification. Verbal communications and other written documents intended to clarify and interpret will not legally bind H-GAC.

Only information supplied by a Letter of Clarification posted at https://www.hgacbuy.org/bid-notices should be used in preparing a response. H-GAC does not assume responsibility for the receipt of any Letters of Clarification by Respondent(s). Respondents must periodically check the website for updates.

Examination of Documents and Requirements
Each Respondent must carefully examine all Solicitation documents and become thoroughly familiar with all requirements prior to submission to ensure the response meets the intent of this Solicitation. Respondent is responsible for making all investigations and examinations that are necessary to ascertain conditions affecting the requirements and become thoroughly informed regarding any plan and/or infrastructure that may be required to support delivery of any Product or Service covered by this Solicitation. Failure to make such investigations and examinations will not relieve the Respondent from obligation to comply, in every detail, with all provisions and requirements of the Solicitation.

Modification of Submission (Before Deadline)
Respondents may modify submissions that have already been submitted by providing a written modification to H-GAC. However, no submissions may be modified after the deadline.

Non-Responders to Solicitation
If unable to submit a response, please email [email protected] and advise the reason. #12..
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PART VIII – REQUIRED FORMS TO SUBMIT WITH RESPONSE
This Solicitation does not commit H-GAC to award a contract, issue a Purchase Order, or pay any costs incurred in the preparation of a submission to this Solicitation. The submission will become part of H-GAC’s official files without any obligation on H-GAC’s behalf. All Submission will be held confidential from all parties other than H-GAC, until after a contract is awarded; then submissions become available as public records.

Download at: https://www.hgacbuy.org/bid-notices/solicitation-forms Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Affirmation Form (if subcontracts are to be let)
Signed Signature Page (located on Page 2)
Form A - Contractor Status and Contact Form
Form D - Offered Items Pricing (if applicable)
Form E – Published Options Pricing (if applicable)
Form H – Marketing and Service Plan
Planned Authorized Retailers Distributors Dealers Form
Geographic Areas Served Form
Certification Regarding Debarment
No Excluded Nation or Foreign Terrorist Organization Certification House Bill HB89 Verification Form
Conflict of Interest (if a conflict exists)
Verification of filing – Form 1295
Certification Regarding Lobbying
Copy of W-9
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H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Motorola Solutions, Inc. - Public Services - ID: 7290