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Agenda packet

Modesto City Council
August 11, 2026

Document
Agenda packet
Meeting
August 11, 2026
Body
Modesto City Council
Pages
8
Original file
34.6 MB
Text extracted from the city's file for reading and search. Open the original on agenda2.modestogov.com. That file is the official record.

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MODESTO CITY COUNCIL
City of Modesto Website (www.modestogov.com)
AGENDA
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, August 11, 2026 at 5:30 PM
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen

THIS MEETING WILL BE PHYSICALLY OPEN TO THE PUBLIC AND BY ZOOM

VIDEO CONFERENCING AND TELEPHONE
In conformance with SB 707, the City of Modesto is providing alternatives to view and participate in Council meetings as well as to provide public comments. If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

Submitting Comments by E-Mail
Written comments may be submitted via email by emailing the City Council Meeting email address ([email protected]) and include the Agenda Item Number in the subject line. All comments will be shared with the Councilmembers and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

Joining the City Council meeting via Zoom
The City of Modesto offers the ability to view and remotely participate in Council meetings via telephonic conferencing through “Zoom” video conferencing computer technology. The meeting may be accessed through Zoom using the following options:
• Enter the following link into an Internet Browser
Zoom Website (https://us02web.zoom.us/j/95895497651)
• Or enter the following Zoom Website (https://zoom.us) into an Internet Browser and using the Webinar ID: 958 9549 7651, and Passcode: 84326 - 1 -
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Joining the City Council meeting via Telephone
If you do not have a smartphone or computer to join the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID: 958 9549 7651 Passcode: 84326
Providing Public Comment on Zoom and by Telephone
The Mayor will request public comment during the Public Comment periods on the meeting agendas and during each Public Hearing and Regular Calendar Item on the Council Agenda.

Once the Mayor has announced the public comment period, please do one of the following. • Computer or Smartphone App: Click “Raise Hand” in Zoom. Staff will unmute you when it is your turn. Confirm the unmute prompt to begin speaking. • Phone Only: Dial *9 to “Raise Hand.” Staff will unmute you when it is your turn.

If needed, dial *6 to toggle mute on/off. Once your public comment has ended, you will be muted again.
• If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom Resources and Support
To participate in the Council meeting using Zoom, sign up for a free account or join as a guest through https://zoom.us/.

You may also observe a livestream of the meeting on the Agenda and Minutes web page. (https://media.modestogov.com), and the City of Modesto YouTube Channel (https://www.youtube.com/user/TheCityofModesto).

Technical Issues/Remote Participation
Per SB707, if a technical issue arises with Zoom or the phone dial-in option during the meeting, proceedings will pause for up to one hour while restoration efforts are made. If remote access to the meeting cannot be restored, the City Council may continue with the meeting upon making a finding by roll-call vote that good faith efforts have been made to restore remote access and that continuing the meeting outweighs the public interest in remote access. All disruptions and decisions will be documented in the official minutes.

Wordly Translation Service
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link Join the live session on Wordly (https://attend.wordly.ai/join/RJDY-6364).
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o Únete a la sesión en vivo sobre Wordly (https://attend.wordly.ai/join/RJDY-6364).
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Closed Captioning/Live Written Translation
This meeting will be closed captioned via the Zoom platform. In person attendees will be able to see the caption at the bottom of the screens in the Council Chamber and City Hall. Zoom attendees with a Zoom version 5.0.2 or higher will be able to see the transcription at the bottom of their personal zoom screen.

Requests for Accommodations or Translation Services
In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto's ADA web page (https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA) If you need special assistance to participate in this meeting and/or interpreter services, please contact the City Clerk 209-577-5396, [email protected]. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Notice
This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City's Website (https://www.modestogov.com/).

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting on the Agendas and Meetings page. (https://www.modestogov.com/councilmeetings) Pledge of Allegiance to the Flag
Invocation
City Clerk’s Announcements
Declaration of Conflicts of Interest
Reports from Closed Session

MISCELLANEOUS
Legislation, Appointments, Other

1. Consider accepting the resignation of Thomas Orosco from the Audit Committee. (Funding Source: Not Applicable)
Staff Recommendation:
• Resolution accepting the resignation of Thomas Orosco from the Audit Committee.
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FINANCE DEPARTMENT; DeAnna Christensen, 209-577-5387,
[email protected]

2. Consider accepting the resignation of Gloria Edith Verdin from the Citizen’s Housing and Community Development Committee. (Funding Source: Not Applicable) Staff Recommendation:
• Resolution accepting the resignation of Gloria Edith Verdin from the Citizen’s Housing and Community Development Committee.

CED; Edgar Garcia, 209-577-5211, [email protected]

PUBLIC COMMENT PERIOD
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Councilmembers may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Councilmember or the Council itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED
Information concerning the consent items listed below has been forwarded to each Councilmember prior to this meeting for study. Unless some member of the audience or Councilmember has a question concerning an item and asks that it be withdrawn from the consent list, the Council approves the items at one time. The action taken by the Council in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Council member.

Consent

3. Consider approving the Minutes for the July 14, 2026 Council Meeting. (Funding Source: Not Applicable)
Staff Recommendation:
• Motion approving the Minutes for the July 14, 2026 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] Consent

4. Consider appointing a voting delegate to the 2026 League of California Cities Annual Conference to be held in Anaheim, CA on September 23-25, 2026. (Funding Source:

Not Applicable)
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Staff Recommendation:
• Motion approving the appointment of Councilmember Alvarez as a voting delegate and Vice Mayor Williams as the alternate for the 2026 League of California Cities Annual Conference to be held in Anaheim, CA on September 23-25, 2026.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] Consent

5. Consider approving an Agreement for the Conveyance and Purchase of Right-of-Way from the Sylvan Unified School District, receiving 1.89 acres (82,037 Square Feet) for public right-of-way for public infrastructure, for a total amount not to exceed $1,250,000. (Funding Source: Community Facilities District No. 2024-1 (Tivoli) Bond Issuance Funds)
Staff Recommendation:
• Resolution approving an Agreement for the Conveyance and Purchase of Rightof-Way from the Sylvan Unified School District, receiving 1.89 acres (82,037 Square Feet) of public right-of-way for public infrastructure, in an amount not to exceed $1,250,000, and authorizing the City Manager or his designee to execute the Agreement.
• Resolution amending the Fiscal Year 2026-27 Non-Capital Multi-Year Project revenue and expenditure Budget to Fund Project #101755 in the Community Facilities District (CFD) no. 2024-1 (Tivoli ) for the land acquisition purchase from the Sylvan Unified School District in an amount not to exceed $1,250,000 to fund the purchase, and authorizing the City Manager or his designee, to implement the provisions of this Resolution.

CED; Edgar Garcia, 209-577-5211, [email protected] Consent

6. Consider approving the Final Map and Subdivision Improvement Agreement (SIA) with Modesto 92 LP, a California Limited Partnership for the PPA-17 West Unit Subdivision consisting of roughly 18.735 acres located East of Oakdale Road and North of Floyed Avenue APN # 077-008-040. (Funding Source: Developer Fees) Staff Recommendation:
• Resolution approving the Final Map for PPA-17 West Unit, approving the Subdivision Improvement Agreement and authorizing the City Manager, or his designee, to execute the Subdivision Improvement Agreement with Modesto 92 LP, a California Limited Partnership and authorizing the City Clerk to certify the Final Map and record with the Stanislaus County Recorder’s Office.

ENGINEERING SERVICES; Jaspreet Mangat, 209-577-5253,
[email protected]
Consent

7. Consider approving the Final Map and Subdivision Improvement Agreement (SIA) with KB Home North Bay LLC, a Delaware Limited Liability Company for the Arcadia Tivoli Unit 2 Subdivision consisting of roughly 10.64 acres located North of Sylvan on future Aria Way APN # 083-006-054. (Funding Source: Developer Fees) - 5 -
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Staff Recommendation:
• Resolution approving the Final Map for Arcadia Tivoli Unit 2, approving the Subdivision Improvement Agreement and authorizing the City Manager, or his designee, to execute the Subdivision Improvement Agreement with KB Home North Bay LLC, a Delaware Limited Liability Company, and authorizing the City Clerk to certify the Final Map and record with the Stanislaus County Recorder’s Office.

ENGINEERING SERVICES; Jaspreet Mangat, 209-577-5253,
[email protected]
Consent

8. Consider accepting the Monthly Investment Report for May 2026. (Funding Source:

Various Funds)
Staff Recommendation:
• Motion accepting the Monthly Investment Report for May 2026.

FINANCE DEPARTMENT; Calogero Maniscalco, 209-577-5219,
[email protected]
Consent

9. Consider approving the Plans and Specifications for the Airfield Lighting Control and Monitoring System and Constant Current Regulator Upgrades project, accepting the bid and awarding a contract to Shane Brown Electric, of Woodland, CA, for a total amount not to exceed $534,050. (Funding Source: Federal Aviation Administration Airport Infrastructure Grant (AIG) and Airport Fund)
Staff Recommendation:
• Resolution approving the Plans and Specifications for the Airfield Lighting Control and Monitoring System (ALCMS) and Constant Current Regulator (CCR) Upgrades project, accepting the Bid and Awarding a Contract to Shane Brown Electric, of Woodland, CA, in the amount of $485,500, and authorizing Change Orders up to a cumulative amount of $48,550, for a total Agreement amount not to exceed $534,050, and authorizing the City Manager, or his designee, to execute the Contract.

PUBLIC WORKS; Marisol Navarro, 209-577-5319, [email protected]

COUNCIL COMMENTS & REPORTS

CITY MANAGER COMMENTS & REPORTS

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the City Council and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.
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ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place at by
date time signature
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: July 6, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Audit Committee – Resignation
CONTACT: DeAnna Christensen, Director of Finance,
[email protected], 209-577-5387
DESCRIPTION:

Consider accepting the resignation of Thomas Orosco from the Audit Committee. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This item supports the 2025-2026 City of Modesto Strategic Plan Area: Governance and Service Delivery: “build community trust in City government through responsive, transparent and efficient service delivery.

BACKGROUND:

The Audit Committee was established to advise the City Council on items related to the work of the City Auditor and the City’s financial statement or other types of audits.

DISCUSSION:

On June 24, 2025, by Resolution No 2025-214, Thomas Orosco was appointed to the Audit Committee with a term expiration date of June 30, 2027. On June 24, 2026, Thomas Orosco formally resigned from the Audit Committee with an effective resignation date of August 1, 2026.

FISCAL IMPACT:

There is no fiscal impact related to this action.
#1..
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City Council, August 11, 2026
Audit Committee – Resignation

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CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

COMMITTEE RECOMMENDATION:

This item is not required to be reviewed by Council Committee due to this being a resignation.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Resolution accepting the resignation of Thomas Orosco from the Audit Committee.

Approved by:

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

1. Resolution
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08/11/2026/FIN/DChristensen /Item X 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX

RESOLUTION ACCEPTING THE RESIGNATION OF THOMAS OROSCO

FROM THE AUDIT COMMITTEE
WHEREAS, the Audit Committee was established to advise the City Council on items related to the work of the City Auditor and the City’s financial statement or other types of audits; and
WHEREAS, on June 24, 2025, by Resolution No. 2025-214, Thomas Orosco was appointed to serve as a member of the Audit Committee; and WHEREAS, on June 24, 2026, Thomas Orosco formally resigned from the Audit Committee with an effective resignation date of August 1, 2026.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts the resignation of Thomas Orosco from the Audit Committee.
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08/11/2026/FIN/DChristensen /Item X 2 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of August, 2026, 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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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: July 7, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Citizens Housing and Community Development Resignation CONTACT: Edgar Garcia, Community Development Manager,
[email protected], 209-577-5211
DESCRIPTION:

Consider accepting the resignation of Gloria Edith Verdin from the Citizen’s Housing and Community Development Committee. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2025-2026 Strategic Plan, Goal I: Promote trust and engagement between the community and the City by enhancing responsiveness, communicating broadly about City opportunities and challenges, and increasing public participation in municipal affairs.

BACKGROUND:

The Modesto Citizens’ Housing and Community Development Committee (CH&CDC) consists of 11 members appointed by the City Council for a 4-year term. The CH&CDC serves as an advisory group to the City Council on matters related to housing and community development.

The CH&CDC provides an overall review of the City's Housing and Urban Development (HUD) funds. The committee makes funding recommendations to the Modesto City Council regarding the HUD Community Development Block Grant, Emergency Shelter Grant, and Home Investment Partnership Grant programs.
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City Council, August 11, 2026
Citizens Housing and Community Development Committee Resignation

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Section 11021 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions with the recommendation of the City’s Appointments Committee.

DISCUSSION:

On July 9, 2024, by Resolution No 2024-248, Gloria Edith Verdin was appointed to the Citizen’s Housing and Community Development Committee with a term expiration date of December 31, 2027. On June 2, 2026, Gloria Edith Verdin formally resigned from the Citizen’s Housing and Community Development Committee.

FISCAL IMPACT:

There is no fiscal impact related to this action.

CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

COMMITTEE RECOMMENDATION:

This item did not go to committee; all resignations go directly to City Council for acceptance.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution accepting the resignation of Gloria Edith Verdin from the Citizen’s Housing and Community Development Committee.

Approved by:

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

1. Resolution

2. Gloria Edith Verdin Resignation Redacted
1 Charter Section 1102: library.municode.com/ca/modesto/codes/code_of_ordinances #2..
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08/11/2026/CED/EGarcia/Item XX 1 2026-

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-

RESOLUTION ACCEPTING THE RESIGNATION OF GLORIA EDITH VERDIN FROM THE CITIZEN’S HOUSING AND COMMUNITY DEVELOPMENT

COMMITTEE
WHEREAS, the Citizen’s Housing and Community Development Committee was established to provide overall review of the City’s Housing and Urban Development (HUD) funds, and
WHEREAS, on July 9, 2024, by Resolution No. 2024-248, Gloria Edith Verdin was appointed to serve as a member of the Citizen’s Housing and Community Development Committee, and
WHEREAS, Gloria Edith Verdin has tendered her resignation from the Citizen’s Housing and Community Development Committee effective June 2, 2026.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto hereby accepts the resignation of Gloria Edith Verdin from the Citizen’s Housing and Community Development Committee with regret. #2..
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08/11/2026/CED/EGarcia/Item XX 2 2026-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th of August, 2026 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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*Councilmembers Alvarez and Escutia-Braaton will
participate remotely pursuant to Government Code
section 54953.8.3(c)(4) (Just Cause – travel while on
official business of the legislative body).

MODESTO CITY COUNCIL
www.modestogov.com

MINUTES
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, July 14, 2026 at 5:30 PM
Special City Council – Closed Session Meeting 3:30 p.m.

Roll Call: Present: Councilmembers *Alvarez, Bavaro, *Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen

Absent: None
Regular City Council Meeting 5:30 p.m.

Roll Call: Present: Councilmembers *Alvarez, Bavaro, *Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen

Absent: None
*Councilmembers Alvarez and Escutia-Braaton participated remotely pursuant to the “Just Cause” provision of SB 707 due to their attendance at a city-related conference. No other individuals were present with them during their remote participation.

Pledge of Allegiance to the Flag
Invocation: Pastor Darrell Cummings, Christ Community Church City Clerk’s Announcements: The City Clerk reported that written public comments were received and forwarded to the Council, reviewed procedures for potential technical disruptions to remote access, and reminded attendees that public comments are limited to three minutes and that speaker cards are available in the Council Chamber.

Declaration of Conflicts of Interest: None
Reports from Closed Session: No reportable action.
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ACKNOWLEDGEMENTS AND PRESENTATIONS

1. Presentation by Stanislaus Regional Transit Authority (StanRTA) regarding route changes. (Funding Source: Not Applicable)
CITY MANAGER; Joseph Lopez, 209-577-5223, [email protected] ACTION: Presentation by Adam Barth, CEO of Stanislaus Regional Transit (StanRTA) regarding route changes.

2. Proclamation declaring August 2nd - 8th, 2026 as National Health Center Week. (Funding Source: Not Applicable)
CITY COUNCIL; Breanna Griffin, 209-571-5169, [email protected] ACTION: Mayor Zwahlen presented proclamation declaring August 2nd - 8th, 2026 as National Health Center Week.

3. Proclamation declaring August 4, 2026 as National Night Out. (Funding Source: Not Applicable)
CITY COUNCIL; Breanna Griffin, 209-571-5169, [email protected] ACTION: Mayor Zwahlen presented proclamation declaring August 4, 2026 as National Night Out.

MISCELLANEOUS

4. Consider accepting the resignation of Jamie Reed from the Entertainment Commission. (Funding Source: Not Applicable)
Staff Recommendation:
• Resolution accepting the resignation of Jamie Reed from the Entertainment Commission.

CED; Amber Abruzzo, 209-577-5244, [email protected] ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-239 accepting the resignation of Jamie Reed from the Entertainment Commission.

5. Consider appointing Sara Lytle-Pinhey and John Griswold to fill two (2) vacancies to the City of Modesto Entertainment Commission as a non-permit holder with a partial term ending December 31, 2028, and appointing William Patterson to fill one (1) vacancy of a non-profit/special event permit holder for a partial term ending December 31, 2028. (Funding Source: Not Applicable)
Staff Recommendation:
• Resolution approving the appointment of Sara Lytle-Pihney, John Griswold, and William Patterson to the Entertainment Commission for partial terms ending December 31, 2028.

CED; Amber Abruzzo, 209-577-5244, [email protected] #3..
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ACTION: (Wright/Ricci; 7/0) Resolution 2026-240 approving the appointment of Sara Lytle-Pihney, John Griswold, and William Patterson to the Entertainment Commission for partial terms ending December 31, 2028.

PUBLIC COMMENT PERIOD
• A member of the public addressed the City's mask Ordinance and the federal court's preliminary injunction preventing its enforcement. The speaker argued the Ordinance infringes on First Amendment rights, referenced arrests at a 2025 protest that were later dismissed, contended the City ignored repeated warnings that the Ordinance was unconstitutional, and urged the City to acknowledge those concerns rather than continue defending the Ordinance.
• Anne Marie stated that previous public concerns about the City's mask Ordinance were validated by the federal court's ruling, asserting the Ordinance is unconstitutional and violates First Amendment rights. Anne Marie urged the City to repeal the Ordinance rather than continue litigation, expressing concern that doing so would unnecessarily expend taxpayer funds.
• Steve spoke in opposition to the City's mask Ordinance, stating he was assaulted while wearing a mask and arguing the Ordinance contributes to hostility toward protesters.

He also criticized the Modesto Police Department's actions in the death of Paul Chavez Jr., raised concerns about police accountability, and voiced opposition to the City's policies and ongoing defense of the mask Ordinance. • Bianca Lopez urged the City to discontinue litigation over the mask Ordinance and repeal it, arguing that continuing the case wastes taxpayer funds. She referenced portions of the federal court proceedings, asserting the judge questioned the City's enforcement of the Ordinance and expressed concerns about selective enforcement. • Greg Miranda requested that the City establish a 50% discount on golf fees and cart rentals for golfers age 90 and older. He stated the program would recognize longtime golfers, encourage seniors to remain active, and provide an incentive for golfers to continue playing into their 90s.
• Anthony Drobnick expressed support for the return of remote public comments, urged the City to repeal the mask Ordinance and discontinue further litigation, stating that continuing the case would waste taxpayer funds. He concluded his remarks by observing a period of silence to emphasize his point about wasted time. • Kevin McClarty asked for clarification regarding the reason for a reported 15% reduction in bus service funding and questioned whether litigation costs related to the City's mask Ordinance contributed to the reduction. He also asked whether the Modesto Police Department would protect residents from alleged misconduct by ICE agents and how that aligns with the department's mission to "protect and serve." #3..
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• Harlan Diven thanked the City for restoring remote public comments and discussed the federal court's preliminary injunction against the City's mask Ordinance. Speaking as an attorney, Harlan stated the injunction indicates the court believes the legal challenge is likely to succeed, expressed concern that continued litigation would significantly increase costs, and urged the City to discontinue defending the Ordinance.

Written General Public Comments Received (Funding Source: Not Applicable) CITY CLERK; City Clerk, 209-577-5396, [email protected] CONSENT ITEMS – ROLL CALL VOTE REQUIRED
ACTION CONSENT ITEMS: 6-20, 23-24 (Escutia-Braaton/Alvarez; 7/0)

CONSENT
Consent

6. Consider approving the Minutes for the June 23, 2026 Council Meeting. (Funding Source: Not Applicable)
• Motion approving the Minutes for the June 23, 2026 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Motion approving the Minutes for the June 23, 2026 Council Meeting.

Consent

7. Consider approving Final Adoption of Ordinance 3816-C.S. repealing Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 3, “Office Of The City Clerk And Auditor,” of the Modesto Municipal Code; adding Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 3, “Office of the City Clerk,” to the Modesto Municipal Code to clarify the Office of the City Clerk as a standalone position; and adding Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 20, “City Auditor,” to the Modesto Municipal Code to establish the Office of the City Auditor as a standalone position consistent with the Modesto City Charter. (Funding Source: Not Applicable)
• Motion approving Final Adoption of Ordinance 3816-C.S. repealing Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 3, “Office Of The City Clerk And Auditor,” of the Modesto Municipal Code; adding Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 3, “Office of the City Clerk,” to the Modesto Municipal Code to clarify the Office of the City Clerk as a standalone position; and adding Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 20, “City Auditor,” to the Modesto Municipal Code to establish the Office of the City Auditor as a standalone position consistent with the Modesto City Charter.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] #3..
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ACTION: (Escutia-Braaton/Alvarez; 7/0) Motion approving Final Adoption of Ordinance 3816-C.S. repealing Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 3, “Office Of The City Clerk And Auditor,” of the Modesto Municipal Code; adding Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 3, “Office of the City Clerk,” to the Modesto Municipal Code to clarify the Office of the City Clerk as a standalone position; and adding Title 2, “Administration,” Chapter 3, “Administrative Departments,” Article 20, “City Auditor,” to the Modesto Municipal Code to establish the Office of the City Auditor as a standalone position consistent with the Modesto City Charter.

Consent

8. Consider approving the recommended budget adjustments to Fiscal Year 2025-26 Annual Operating and Capital Improvement Program Budgets. (Funding Source:

Various Funds)
• Resolution amending Fiscal Year 2025-26 Annual Operating and Capital Improvement Project Fund Budgets and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.

BUDGET; Kaceey Culbertson, 209-571-5855, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-241 amending Fiscal Year 2025-26 Annual Operating and Capital Improvement Project Fund Budgets and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.

Consent

9. Consider approving the recommended reserve policies for the various Internal Services Funds for the City of Modesto. (Funding Source: Various Funds) • Resolution approving the reserve policies for the various Internal Service Funds for the City of Modesto and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.

BUDGET; Kaceey Culbertson, 209-571-5855, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-242 approving the reserve policies for the various Internal Service Funds for the City of Modesto and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.

Consent

10. Consider accepting the informational 2025 Measure H Oversight Board Annual Report. (Funding Source: Measure H)
• Resolution accepting the informational 2025 Measure H Oversight Board Annual Report.

BUDGET; Stephan Christensen, 209-577-5390, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-243 accepting the informational 2025 Measure H Oversight Board Annual Report. #3..
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Consent

11. Consider approving the submission of eligible Opportunity Zones 2.0 to the Governor’s Office of Business and Economic Development. (Funding Source: Not Applicable)
• Resolution approving the submission eligible Opportunity Zones 2.0 to the Governor’s Office of Business and Economic Development.

CED; Amber Abruzzo, 209-577-5244, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-244 approving the submission eligible Opportunity Zones 2.0 to the Governor’s Office of Business and Economic Development.

Consent

12. Consider approving an Agreement with Alta Planning + Design for the preparation of the Downtown Modesto Multimodal Transportation Network and Land Use Compatibility Action Plan, in the amount not to exceed $449,966. (Funding Source:

Caltrans Sustainable Transportation Planning Grant)
• Resolution approving an Agreement with Alta Planning + Design, Oakland, CA, for a total amount not to exceed $449,966 for the Downtown Modesto Multimodal Transportation Network and Land Use Compatibility Action Plan, and authorizing the City Manager, or his Designee, to negotiate and execute the Agreement.

CED; Michael Hren, 209-577-5273, [email protected]
ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-245 approving an Agreement with Alta Planning + Design, Oakland, CA, for a total amount not to exceed $449,966 for the Downtown Modesto Multimodal Transportation Network and Land Use Compatibility Action Plan, and authorizing the City Manager, or his Designee, to negotiate and execute the Agreement.

Consent

13. Consider approving a Will Serve Letter and Outside Service Agreement with Costa Limited Partners, LP, to connect to the City of Modesto’s existing water and sewer systems for the property located at 4555 North Star Way (APN: 046-011-002). (Funding Source: Water Fund and Sewer Fund)
• Resolution approving a Will Serve Letter and Outside Service Agreement with Costa Limited Partners, LP, to connect to the City of Modesto’s existing water and sewer systems for the property located at 4555 North Star Way (APN: 046- 011-002) and authorizing the City Manager, or his designee, to sign the Will Serve Letters and execute the Outside Service Agreements.

ENGINEERING SERVICES; Jaspreet Mangat, 209-577-5253,
[email protected]
ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-246 approving a Will Serve Letter and Outside Service Agreement with Costa Limited Partners, LP, to connect to the City of Modesto’s existing water and sewer systems for the property #3..
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located at 4555 North Star Way (APN: 046-011-002) and authorizing the City Manager, or his designee, to sign the Will Serve Letters and execute the Outside Service Agreements.

Consent

14. Consider approving the Plans and Specifications for the Coleman F. Brown Playground Replacement Project, accepting the Bid and Awarding a Construction Contract to Eclipse Pro dba Jaycon, of Elk Grove, CA, in the amount not to exceed $643,768. (Funding Source: Measure H)
• Resolution approving the Plans and Specifications for the Coleman F. Brown Playground Replacement Project, accepting the Bid and Awarding a Construction Contract to Eclipse Pro dba Jaycon of Elk Grove, CA, in the amount of $585,243, authorizing $58,525, for contingency (if needed), for a total payment amount not to exceed $643,768, and authorizing the City Manager, or his designee, to execute the Agreement.
• Resolution amending the Fiscal Year 2026-27 Non-Capital Improvement Program budget to fund Project #101517 (23-24 Deferred Maint - Measure H), Project #101518 (23-24 Prevent Maint – Measure H), and #101605 (Def. Maint – Realloc to Meas H), in an amount not to exceed $63,703, in transfers, revenue, and to budget expenditures to fund the project, and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

ENGINEERING SERVICES; Nathan Houx, 209-571-5526, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-247 approving the Plans and Specifications for the Coleman F. Brown Playground Replacement Project, accepting the Bid and Awarding a Construction Contract to Eclipse Pro dba Jaycon of Elk Grove, CA, in the amount of $585,243, authorizing $58,525, for contingency (if needed), for a total payment amount not to exceed $643,768, and authorizing the City Manager, or his designee, to execute the Agreement.

ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-248 amending the Fiscal Year 2026-27 Non-Capital Improvement Program budget to fund Project #101517 (23- 24 Deferred Maint - Measure H), Project #101518 (23-24 Prevent Maint – Measure H), and #101605 (Def. Maint – Realloc to Meas H), in an amount not to exceed $63,703, in transfers, revenue, and to budget expenditures to fund the project, and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

Consent

15. Consider accepting the Monthly Investment Report for April 2026. (Funding Source:

Various Funds)
• Motion accepting the Monthly Investment Report for April 2026.

FINANCE DEPARTMENT; Calogero Maniscalco, 209-577-5219,
[email protected]
ACTION: (Escutia-Braaton/Alvarez; 7/0) Motion accepting the Monthly Investment Report for April 2026.
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Consent

16. Consider approving the purchase for eight (8) Fleet Replacements for Heavy-Duty Construction Equipment for a total amount not to exceed $2,210,323. (Funding Source:

Fleet Replacement Fund and Water Fund)
• Resolution approving the Competitive Bidding Process from Sourcewell to John Deere Shared Services LLC, under the authorized dealer, Pape Machinery, Inc., French Camp, CA for the purchase of four (4) Backhoe Loaders, one (1) Grader Motor Tractor, two (2) Track Loader Tractors, and one (1) Excavator Tractor for an amount not to exceed $2,210,323; and authorizing the Director of Finance, or her designee, to issue the Purchase Order; and authorizing the Director of Finance or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-249 approving the Competitive Bidding Process from Sourcewell to John Deere Shared Services LLC, under the authorized dealer, Pape Machinery, Inc., French Camp, CA for the purchase of four (4) Backhoe Loaders, one (1) Grader Motor Tractor, two (2) Track Loader Tractors, and one (1) Excavator Tractor for an amount not to exceed $2,210,323; and authorizing the Director of Finance, or her designee, to issue the Purchase Order; and authorizing the Director of Finance or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

Consent

17. Consider approving an Agreement for the purchase of Pipe Saddles to Pace Supply, Sacramento, CA for a total amount not to exceed $225,587 over five (5) years. (Funding Source: Water Fund)
• Resolution approving the Award of Bid and Agreement for the purchase of Pipe Saddles to Pace Supply, Sacramento, CA, for one (1) year agreement with four (4) one-year extension options, for an estimated annual amount of $45,117 and a total amount not to exceed $225,587 over five (5) years and authorizing the Director of Finance, or her designee to execute the Agreement.

FINANCE DEPARTMENT; Dianne Love, 209-571-5174, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-250 approving the Award of Bid and Agreement for the purchase of Pipe Saddles to Pace Supply, Sacramento, CA, for one (1) year agreement with four (4) one-year extension options, for an estimated annual amount of $45,117 and a total amount not to exceed $225,587 over five (5) years and authorizing the Director of Finance, or her designee to execute the Agreement.

Consent

18. Consider accepting an Informational Report for the May 2026 Accounts Payable Payment Register and Void Report. (Funding Source: Not Applicable) • Motion accepting an Informational Report for the May 2026 Accounts Payable #3..
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Payment Register and Void Report.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Escutia-Braaton/Alvarez; 7/0) Motion accepting an Informational Report for the May 2026 Accounts Payable Payment Register and Void Report.

Consent

19. Consider approving the Agreements for conducting citywide Administrative Investigations to Ellis Investigations Law Corporation, Sacramento, CA, Oppenheimer Investigations Group LLP, Oakland, CA, Shaw Law Group, PC, Sacramento, CA, Command Investigations, Lake Mary, FL, CPS HR Consulting, Sacramento, CA, and DigiStream Investigations, Davis, CA, for a total combined amount not to exceed $800,000 over four (4) years. (Funding Source: Various Funds) • Resolution approving the award of proposal and Agreements for conducting citywide administrative investigations to Ellis Investigations Law Corporation, Sacramento, CA, Oppenheimer Investigations Group LLP, Oakland, CA, Shaw Law Group, PC, Sacramento, CA, Command Investigations, Lake Mary, Fl, CPS HR Consulting, Sacramento, CA, And Digistream Investigations, Davis, CA, for a two (2) year Agreement with two (2) one-year extension options, for an estimated annual combined amount of $200,000 and a total combined amount not to exceed $800,000 over four (4) years and authorizing the Director of Finance to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the City Manager or his designee to execute the agreements.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-251 approving the award of proposal and Agreements for conducting citywide administrative investigations to Ellis Investigations Law Corporation, Sacramento, CA, Oppenheimer Investigations Group LLP, Oakland, CA, Shaw Law Group, PC, Sacramento, CA, Command Investigations, Lake Mary, Fl, CPS HR Consulting, Sacramento, CA, And Digistream Investigations, Davis, CA, for a two (2) year Agreement with two (2) one-year extension options, for an estimated annual combined amount of $200,000 and a total combined amount not to exceed $800,000 over four (4) years and authorizing the Director of Finance to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the City Manager or his designee to execute the agreements.

Consent

20. Consider approving Agreements for Occupational Medical Services to Occu-Med, LTD Fresno, California and Life Extension Clinics, Inc. dba Life Scan Wellness Centers Tampa, Florida for a combined total amount not to exceed $2,292,500 over five (5) years. (Funding Source: Various Funds)
• Resolution approving the Award of Proposal and Agreement for Occupational #3..
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Medical Services to Occu-Med, LTD Fresno, California and Life Extension Clinics, Inc. dba Life Scan Wellness Centers Tampa, Florida for a two (2) year agreement with three (3) one-year extension options, for an estimated annual combined amount of $458,500 and a total combined amount not to exceed $2,292,500 over five (5) years; and authoring the Director of Finance to adjust Agreement totals between vendors based on contractors availability and department needs, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.

HUMAN RESOURCES; Dawn Kelley, 209-577-5490, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-252 approving the Award of Proposal and Agreement for Occupational Medical Services to Occu-Med, LTD Fresno, California and Life Extension Clinics, Inc. dba Life Scan Wellness Centers Tampa, Florida for a two (2) year agreement with three (3) one-year extension options, for an estimated annual combined amount of $458,500 and a total combined amount not to exceed $2,292,500 over five (5) years; and authoring the Director of Finance to adjust Agreement totals between vendors based on contractors availability and department needs, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.

Removed from Consent

21. Consider approving a First Amendment to the Agreement with Assurance Polygraph, LLC, Castro Valley, CA, for Polygraph Examination Services and adding two (2) additional Agreements with Matthew W. Lampo DBA Lampo Investigations Polygraph, San Ramon, CA and Pacific Coast Polygraph and Investigations, Alameda, CA under the existing not to exceed amount of $538,260 between all Agreements. (Funding Source: General Fund)
• Resolution approving a First Amendment to the Agreement with Assurance Polygraph, LLC, Castro Valley, CA, for Polygraph Examination Services and adding two (2) additional agreements with Matthew W. Lampo DBA Lampo Investigations Polygraph, San Ramon, CA, and Pacific Coast Polygraph and Investigations, Alameda, CA, under the existing not to exceed amount of $538,260 between all agreements; and authorizing the Director of Finance to adjust agreement totals between vendors based on availability and department need, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.

POLICE DEPARTMENT; Jessica Nicholson, 209-572-9500,
[email protected]
ACTION: (Wright/Ricci; 7/0) Resolution 2026-253 approving a First Amendment to the Agreement with Assurance Polygraph, LLC, Castro Valley, CA, for Polygraph Examination Services and adding two (2) additional agreements with Matthew W.

Lampo DBA Lampo Investigations Polygraph, San Ramon, CA, and Pacific Coast Polygraph and Investigations, Alameda, CA, under the existing not to exceed amount of $538,260 between all agreements; and authorizing the Director of Finance to adjust agreement totals between vendors based on availability and department need, ensuring #3..
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the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.

Removed from Consent

22. Consider approving the Award of Bid and Agreement for On-Call Airport Planning Services to Kimley-Horn and Associates, Inc., San Jose, CA., for a total amount not to exceed $4,350,000 over five (5) years. (Funding Source: Federal Aviation Administration and Airport Fund)
• Resolution approving the Award of Proposal and Agreement for On-Call Airport Planning Services to Kimley-Horn and Associates, Inc., San Jose, CA. for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $870,000 and a total amount not to exceed $4,350,000 over five (5) years; and authorizing the City Manager, or his designee, to execute the Agreement.

PUBLIC WORKS; Marisol Navarro, 209-577-5319, [email protected] ACTION: (Alvarez/Ricci; 7/0) Resolution 2026-254 approving the Award of Proposal and Agreement for On-Call Airport Planning Services to Kimley-Horn and Associates, Inc., San Jose, CA. for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $870,000 and a total amount not to exceed $4,350,000 over five (5) years; and authorizing the City Manager, or his designee, to execute the Agreement.

Consent

23. Consider approving the Agreements for the furnishing of Bulk Oil and Lubricants to SC Fuels, Modesto, CA and Hunt Oil of California, Modesto, CA for a total combined amount not to exceed $2,250,000 over five (5) years. (Funding Source: Fleet Fund and Outside Service Agreements)
• Resolution approving the Competitive Bidding Process from City of Vallejo with Hunt Oil of California, Modesto, CA and the Competitive Bidding Process from City of Visalia with SC Fuels, Modesto, CA for Bulk Oil and Lubricants for a two (2) year Agreement with three (3) one-year extension options, for an estimated combined annual amount of $450,000, and a total combined amount not to exceed $2,250,000 over five (5) years; authorizing the Director of Finance to adjust agreement totals between vendors based on vendor’s availability and department’s needs, ensuring the combined total amount does not change; and authorizing the City Manager, or his designee, to execute the Agreements.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-255 approving the Competitive Bidding Process from City of Vallejo with Hunt Oil of California, Modesto, CA and the Competitive Bidding Process from City of Visalia with SC Fuels, Modesto, CA for Bulk Oil and Lubricants for a two (2) year Agreement with three (3) one-year extension options, for an estimated combined annual amount of $450,000, and a total combined amount not to exceed $2,250,000 over five (5) years; authorizing #3..
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the Director of Finance to adjust agreement totals between vendors based on vendor’s availability and department’s needs, ensuring the combined total amount does not change; and authorizing the City Manager, or his designee, to execute the Agreements.

Consent

24. Consider approving an Agreement for the furnishing of Analytical Laboratory Testing Services for Drinking Water to Institute for Environmental Health, Inc., dba IEH-JL Analytical, Modesto, CA for a total amount not to exceed $217,970 over five (5) years. (Funding Source: Water Fund)
• Resolution approving an Agreement for Analytical Laboratory Testing for Drinking Water services to Institute for Environmental Health, Inc., dba IEH-JL Analytical, Modesto, CA for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $40,600 and a total not to exceed $217,970 over five (5) years, and authorizing the City Manager, or his designee, to execute the Agreement.

UTILITIES; Manuel Martinez, 209-342-4592, [email protected] ACTION: (Escutia-Braaton/Alvarez; 7/0) Resolution 2026-256 approving an Agreement for Analytical Laboratory Testing for Drinking Water services to Institute for Environmental Health, Inc., dba IEH-JL Analytical, Modesto, CA for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $40,600 and a total not to exceed $217,970 over five (5) years, and authorizing the City Manager, or his designee, to execute the Agreement.

COUNCIL COMMENTS & REPORTS
• Vice-Mayor Williams thanked those who participated in and attended the Fourth of July parade celebrating the nation’s 250th anniversary, noting the event was well attended with approximately 128 entries. He recognized the Grand Marshals, including Sutter Health, A.J. West, and the Farm Bureau, as well as the Champions of the Fourth, Evan Porges and Brad Hahn. He also thanked the Modesto Kiwanis Club and those who stayed through the extended parade, which lasted approximately two and a half hours. Vice-Mayor Williams reminded the public that the Stanislaus County Fair continues through Sunday, highlighting free admission from 12:00 p.m. to 3:00 p.m. on the final day, and noted that attendees can ride StanRTA or the S bus to the fair free of charge. He also praised Mayor Zwahlen’s narration during the final MoBand concert, noting her presentation accompanied the music and was well received by attendees. Mayor Zwahlen added that the performance was in honor of veterans, with a special recognition of World War II veterans, while honoring all who have served.
• Council Member Ricci raised concerns regarding Stanislaus Animal Services, stating the agency should focus on serving the community through public safety, animal control, vaccination, spay/neuter programs, and reducing overpopulation. He praised the Parks, Recreation and Neighborhoods Department for bringing back summer park activities and hosting successful events, including the drive-in movie at Johansen Pool. #3..
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He also expressed concerns about issues at Enslen Park, including drug use, prostitution, and theft, and called for increased enforcement and solutions to improve safety for residents and families.
• Mayor Zwahlen shared highlights from recent community events, including MidValley Engineering’s All-American celebration, Crafts by Jeremiah’s 40th anniversary ribbon cutting, and the Gold Runner Passenger Appreciation event at the Amtrak station. She recognized the life and service of former Parks and Recreation Director Laurie Smith, highlighted youth engagement through a podcast interview with Bella and the Remedy Project, and celebrated local arts events, including opera, MoBand’s season finale, and the Gallo Center for the Arts. She also acknowledged the retirements of Modesto Police Department personnel and shared reflections from the State of the County presentation.

CITY MANAGER COMMENTS & REPORTS
• The City Manager provided updates on the Virginia Corridor project, announcing that the pedestrian bridge installation would take place during the week and advising residents of traffic impacts on Stanford Avenue, including a full closure from Friday through Saturday. The City Manager also announced the upcoming release of the second episode of the City’s Mo’Mentum podcast, which will highlight blight abatement efforts and community partnerships.

HEARINGS
Published in the Modesto Bee on June 26, 2026

25. Hearing to consider applying for and participating in the Prohousing Designation Program administered by the California Department of Housing and Community Development (HCD). (Funding Source: General Fund)
• Resolution of the City Council of the City of Modesto authorizing application to and participation in the Prohousing Designation Program administered by the California Department of Housing and Community Development (HCD), and authorizing the City Manager, or designee, to execute all documents necessary to submit and complete the application.

CED; Taranjot Khehra, 209-577-5239, [email protected] ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-257 of the City Council of the City of Modesto authorizing application to and participation in the Prohousing Designation Program administered by the California Department of Housing and Community Development (HCD), and authorizing the City Manager, or designee, to execute all documents necessary to submit and complete the application.

Published in the Modesto Bee on July 1, 2026.

26. Hearing to consider approving the application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Khan Healthcare in the City of Modesto. (Funding Source: General Fund)
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• Resolution approving the application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Khan Healthcare in the City of Modesto.

POLICE DEPARTMENT; Joseph Bottoms, 209-572-9500, [email protected] ACTION: (Wright/Zwahlen; 7/0) Resolution 2026-258 approving the application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Khan Healthcare in the City of Modesto.

Published in the Modesto Bee on July 1, 2026.

27. Hearing to consider approving the application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Heartway Transport LLC in the City of Modesto. (Funding Source: General Fund)
• Resolution approving the application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Heartway Transport LLC in the City of Modesto.

POLICE DEPARTMENT; Joseph Bottoms, 209-572-9500, [email protected] ACTION: (Bavaro/Alvarez; 7/0) Resolution 2026-259 approving the application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Heartway Transport LLC in the City of Modesto.

MATTERS TOO LATE FOR THE AGENDA
None.

ADJOURNMENT
This meeting adjourned at 7:16 p.m.

Attest:____________________________
Diane Nayares-Perez, City Clerk
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: June 30, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Diane Nayares-Perez, City Clerk
SUBJECT: Appointment of a voting delegate to the 2026 League of California Cities Annual Conference on September 23-25, 2026
CONTACT: Diane Nayares-Perez, City Clerk, [email protected] , 209-577-5396
DESCRIPTION:

Consider appointing a voting delegate to the 2026 League of California Cities Annual Conference to be held in Anaheim, CA on September 23-25, 2026. (Funding Source:

Not Applicable)
STRATEGIC PLAN ELEMENT:

This item supports the City’s 2025-2026 Strategic Plan Goals to build community trust in City government through responsive, transparent and efficient service delivery.

BACKGROUND:

The League of California Cities1 (League) is an association of California city officials who work together to enhance their knowledge and skills, exchange information, and combine resources so they may influence policy decisions that affect cities. Founded in 1898, the League is a member organization that represents California’s incorporated cities. The League strives to protect the authority and autonomy of City government and help California’s cities effectively serve their residents. The League has eight standing policy committees which make recommendations to the Board of Directors on legislation, new policy guidelines, and key issues impacting cities. The committees are composed of elected and appointed city officials throughout the State of California. 1 League of California Cities - https://www.calcities.org/ #4..
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City Council, August 11, 2026
Appointment of a voting delegate to the 2026 League of California Cities Annual Conference on September 23-25, 2026

Page 2 of 2 ends

DISCUSSION:

Each year the League holds an annual conference. This year’s annual conference is scheduled for September 23-25, 2026, in Anaheim, California. An important part of the annual conference is the General Assembly Meeting which is where the membership considers and takes action on resolutions that establish League policy. The General Assembly Meeting is scheduled for Friday, September 25, 2026.

To vote at the General Assembly Meeting, the City Council must, by formal Council action, designate a voting delegate. In the event the designated voting delegate is unable to serve in that capacity, Council may appoint up to two (2) alternate voting delegates. The voting delegate and alternates must be registered to attend the conference. At least one (1) must be present.

The Mayor has recommended Councilmember Alvarez to serve as the voting delegate with Vice Mayor Williams as the alternate voting delegate.

FISCAL IMPACT:

There is no direct cost in designating a Delegate and Alternate; however, the Delegate and Alternate must be registered to participate. This year, the conference will be held in Anaheim, CA. at a cost of $725 per attendee, plus associated travel and lodging expenses. Participation in this event has been budgeted for in the City Council’s operating budget in the Fiscal Year 2026-27 Adopted Budget.

COMMITTEE RECOMMENDATION:

This item was not presented to Committee as it is not required.

CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion approving the appointment of Councilmember Alvarez as a voting delegate and Vice Mayor Williams as the alternate for the 2026 League of California Cities Annual Conference to be held in Anaheim, CA on September 23-25, 2026.

Approved by:

Diane Nayares-Perez, City Clerk
Joseph P. Lopez, City Manager
Attachments:

1. 2026 Voting Delegate Packet
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1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org DATE: Wednesday, May 13, 2026
TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Sept. 23-25, 2026 Anaheim Convention Center
Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Taking place on Friday, Sept. 25, 2026 the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Following council action, please submit your city’s delegates through the online submission portal by Tuesday, Sept. 1, 2026. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form.

Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates.

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration opens June 2.

For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and Council Action Advised by September 1, 2026
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alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the Anaheim Convention Center, will be open at the following times: Wednesday, Sept. 23, 8:00 a.m.-6:00 p.m. and Thursday, Sept. 24, 7:30 a.m.-4:00 p.m. On Friday, Sept. 25, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for submitting your voting delegate and alternates by Tuesday, Sept. 1. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly #4..
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1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.
#4..
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Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.

The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.

Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.

Recommendations are forwarded
to the Resolutions Committee.

Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.

Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.

Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.

Cal Cities policy
development is a memberinformed process,
grounded in the voices and
experiences of city officials
throughout the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.

General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f). #4..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: June 23, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Agreement for Conveyance and Purchase of Right-of-Way from the Sylvan Unified School District
CONTACT: Edgar Garcia, Community Development Manager
[email protected], 209-577-5211
DESCRIPTION:

Consider approving an Agreement for the Conveyance and Purchase of Right-of-Way from the Sylvan Unified School District, receiving 1.89 acres (82,037 Square Feet) for public right-of-way for public infrastructure, for a total amount not to exceed $1,250,000. (Funding Source: Community Facilities District No. 2024-1 (Tivoli) Bond Issuance Funds)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City Council’s 2025-2026 Strategic Plan, Goal D:

Provide Safe, Efficient, and Reliable Infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

In 1982, the Mello-Roos Community Facilities Act of 19821 (“the Act”) was adopted by the State of California as a method for financing infrastructure improvements and services associated with new developments. The Act allows infrastructure improvements and services to be funded through a special tax paid by property owners.

The Tivoli Specific Plan approved by City Council in 2008 by Ordinance No. 3479-C.S., is a 454-acre area site bounded by the planned Claratina Avenue on the north, Oakdale Road on the west, Sylvan Avenue on the south, and Roselle Avenue on the east. 1 Mello-Roos Community Facilities Act of 1982
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City Council, August 11, 2026
Agreement for Conveyance and Purchase of Right-of-way from the Sylvan Unified School District

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On September 9, 2016, by Ordinance No. 3654-C.S., the City of Modesto (“the City”) amended the Tivoli Specific Plan for property located North of Sylvan Avenue, South of future Claratina Avenue, East of Oakdale Road, West of Roselle Avenue to include minor land use adjustments regarding the relocation of the school site with the overall density and intensity remaining essentially the same, minor internal street alignment adjustments, removal of four roundabouts, as well as minor adjustments and technical changes.

On August 13, 2024, by Resolution No. 2024-279, the Council approved the Resolution of Intention to form City of Modesto Community Facilities District (CFD) No. 2024-1 (Tivoli) to establish improvement area No. 1, designate a future annexation area and authorize the levy of a special tax within said Community Facilities District. The City Council also approved a “Resolution to Incur Debt” by Resolution No. 2024-280. On September 24, 2024, by Resolution No. 2024-354, Council approved the formation of City of Modesto Community Facilities District No. 2024-1 (Tivoli) (“CFD No. 2024-1”) pursuant to the Mello-Roos Community Facilities Act of 1982 and by Resolution No. 2024-355 Council declared the necessity to incur bonded indebtedness.

DISCUSSION:

In 2009, the Sylvan Unified School District (“the District”) purchased and currently owns approximately thirteen (13) acres of land (APN: 083-004-089) within the Community Facilities District No. 2024-1 (Tivoli). As a necessary condition of development, dedications of public right-of-way are needed for the construction of the fronting roadways and infrastructure, including the completion of the roundabout at the future Aria Way and Selchi Street and to connect Aria Way through to Sylvan Avenue to serve the new development.

The District must maintain the minimum acreage of thirteen (13) acres, according to the Department of Education guidelines, to support a campus with the eventual student population. The District has therefore determined that, in order to convey a portion of its real property to the City for right‑of‑way purposes, it must acquire additional land to ensure the future campus does not fall below the minimum acreage required under California Department of Education siting guidelines.

As a proposed solution to meet both the needs of the District and the City, a three-party escrow process is recommended between the City of Modesto, Sylvan Union School District and the Jack and Arliss Pickrel Living Trust trustees, to fulfill the City’s public infrastructure needs in the acquisition of real property in the amount of 1.89 acres (82,219 SF) (APNs: 083-004-089,083-004-048).

The proposed acquisition is necessary to secure the public right-of-way required to construct necessary public infrastructure identified in the approved Tivoli Specific Plan.

The right-of-way will accommodate completion of the roundabout at future Aria Way and #5..
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City Council, August 11, 2026
Agreement for Conveyance and Purchase of Right-of-way from the Sylvan Unified School District

Page 3 of 5 ends

Selchi Street, extension of Aria Way through Sylvan Avenue, and associated roadway improvements needed to serve the overall Tivoli development area. These roadway connections, including the future Aria Way and Bridgewood alignments, are necessary to support traffic circulation and overall implementation of the planned neighborhood infrastructure network.

This transaction is recommended to be a three-party escrow to allow the District to purchase additional property from the Trustees (owners) of the property, the City of Modesto to fund the transaction, including the escrow cost for both property sales, and to simultaneously receive the needed Right-of-Way. The Tivoli CFD is currently proceeding with its first bond issuance and will use bond proceeds to fund the acquisition, because the land is required for required infrastructure.

The District, as the primary party to both transactions, has drafted the Agreements and provided them to the City and the property Trustees for review. The three (3) legal documents needed to secure the three-party purchase and escrow process are as follows: an Agreement for Conveyance and Funding of Real Property (between the City and District), Agreement for Purchase and Sale of Real Property between the District and Pickrel Trust), and the Joint Escrow Instructions (between City, District, and Pickrel Trust).

The Agreements allow the City to purchase the necessary ROW from the District, and the District to simultaneously use the funds from that sale to purchase the necessary additional property for the school site from Pickrel Trust. As a condition of acquiring the additional property, the District shall simultaneously execute an irrevocable offer of dedication to the City for 1.89 acres (82,037SF) of right of way for Aria Way and Bridgewood Way. As part of the arrangement, the City has agreed to pay the closing costs for both transactions.

FISCAL IMPACT:

This acquisition of real property will be funded by the Tivoli CFD via bond proceeds anticipated to be received September 2026. The proceeds will fund this transaction, among other eligible CFD expenditures. A budget resolution amendment will be required to adjust the Tivoli CFD budget to reflect the anticipated bond revenues and related land acquisition expenditures. If bonds proceeds are not received in Fiscal Year 2026-27, City Staff will request a separate action from Council to obtain an interfund loan from either Village One #2 (CFD No. 2004-1) Capital Fund or an additional fund to be identified.

The City will be solely responsible for all funding related to this transaction, including the purchase price and all closing costs and fees for both transactions. The purchase price shall be eight hundred thirty-one thousand and six hundred dollars ($831,600) based on a valuation of $440,000 per acre.
#5..
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City Council, August 11, 2026
Agreement for Conveyance and Purchase of Right-of-way from the Sylvan Unified School District

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Following City Council approval, the City will submit an earnest deposit of $25,000 with Chicago Title Company on behalf of the District that will be applied toward the purchase price at close of escrow. The deposit is refundable to the District if the District determines the property is not feasible for purchase prior to the expiration of the due diligence period, or if any conditions to closing are not satisfied or waived. In addition, the City will release $100,000 to the District upon opening of escrow to cover expenses incurred by the District in connection with this transaction, including engineering, legal, and environmental testing costs. This amount is not refundable. The District’s cost’s being reimbursed by the City include: $49,736.00 in legal fees, $45,800 in testing and environmental work, and $4,798.75 in engineering services.

The estimated transaction costs are as follows:
• Purchase Price: $831,600
• Reimbursement of District Costs $100,000
• Estimated Title & Escrow Charges: $4,728.22
Total Estimated Transaction Cost: $935,262.97
The total estimated transaction cost of $935,262.97 is within the not-to-exceed amount of $1,250,000 authorized under this Council action. The authorized not-to-exceed amount is greater than the estimated transaction cost to account for unanticipated costs, including final Title & Escrow Charges. This action will have no impact on the General Fund.

COMMITTEE RECOMMENDATION:

This agreement was presented to Finance Committee on June 22, 2026, and was recommended to forward to Council for approval.

CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Resolution approving an Agreement for the Conveyance and Purchase of Right-of-Way from the Sylvan Unified School District, receiving 1.89 acres (82,037 Square Feet) of public right-of-way for public infrastructure, in an amount not to exceed $1,250,000, and authorizing the City Manager or his designee to execute the Agreement.

Resolution amending the Fiscal Year 2026-27 Non-Capital Multi-Year Project revenue and expenditure Budget to Fund Project #101755 in the Community Facilities District (CFD) no. 2024-1 (Tivoli ) for the land acquisition purchase from the Sylvan Unified School District in an amount not to exceed $1,250,000 to fund the purchase, and authorizing the City Manager or his designee, to implement the provisions of this Resolution.
#5..
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City Council, August 11, 2026
Agreement for Conveyance and Purchase of Right-of-way from the Sylvan Unified School District

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Approved by:

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

1. Resolution

2. Budget Resolution

3. Draft Conveyance and Funding Agreement and Joint Escrow Instructions #5..
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8/11/2026/CEDD/EGarcia/Item # 1 2026-xxx

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX

RESOLUTION APPROVING AN AGREEMENT FOR THE CONVEYANCE AND

PURCHASE OF RIGHT-OF-WAY FROM THE SYLVAN UNIFIED SCHOOL DISTRICT, RECEIVING 1.89 ACRES (82,037 SQUARE FEET) OF PUBLIC

RIGHT-OF-WAY FOR PUBLIC INFRASTRUCTURE, IN AN AMOUNT NOT TO EXCEED $1,250,000, AND AUTHORIZING THE CITY MANAGER OR HIS

DESGNEE TO EXECUTE THE AGREEMENT
WHEREAS, in 1982, the Mello-Roos Community Facilities Act of 1982 (“the Act”) was adopted by the State of California as a method for financing infrastructure improvements and services associated with new developments. The Act allows infrastructure improvements and services to be funded through a special tax paid by property owners; and
WHEREAS, the Tivoli Specific Plan approved by City Council in 2008 by Ordinance No. 3479-C.S., is a 454-acre area site bounded by the planned Claratina Avenue on the north, Oakdale Road on the west, Sylvan Avenue on the south, and Roselle Avenue on the east; and
WHEREAS, on August 13, 2024, by Resolution No. 2024-279, the Council approved the Resolution of Intention to form City of Modesto Community Facilities District (CFD) No. 2024-1 (Tivoli) to establish improvement area No. 1, designate a future annexation area and authorize the levy of a special tax within said CFD. On September 24, 2024, by Resolution No. 2024-354, Council approved the formation of City of Modesto Community Facilities District No. 2024-1 (Tivoli) (CFD No. 2024-1), pursuant to the Mello-Roos Community Facilities Act of 1982; and
WHEREAS, in 2009, the Sylvan Unified School District (“the District”) purchased and currently owns approximately thirteen (13) acres of land (APN: 083-004-089) within #5..
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8/11/2026/CEDD/EGarcia/Item # 2 2026-xxx
the CFD. As a necessary condition of development, dedications of public right-of-way are needed for the construction of the fronting roadways and infrastructure, including the completion of the roundabout at the future Aria Way and Selchi Street and to connect Aria Way through to Sylvan Avenue to serve the new development; and WHEREAS, the District must maintain the minimum acreage of thirteen (13) acres, according to the California Department of Education siting guidelines, to support a campus with the eventual student population. The District has therefore determined that, in order to convey a portion of its real property to the City for right‑of‑way purposes, it must acquire additional land to ensure the future campus does not fall below the minimum acreage required under the siting guidelines; and
WHEREAS, as a proposed solution to meet both the needs of the District and the City, a three-party escrow process is recommended between the City of Modesto, Sylvan Union School District and the Jack and Arliss Pickrel Living Trust trustees, to fulfill the City’s public infrastructure needs in the acquisition of real property in the amount of 1.89 acres (82,037 SF); and
WHEREAS, the proposed acquisition is necessary to secure the public right-of-way required to construct necessary public infrastructure identified in the approved Tivoli Specific Plan. The right-of-way will accommodate completion of the roundabout at future Aria Way and Selchi Street, extension of Aria Way through Sylvan Avenue, and associated roadway improvements needed to serve the overall Tivoli development area. These roadway connections, including the future Aria Way and Bridgewood alignments, are necessary to support traffic circulation and overall implementation of the planned neighborhood infrastructure network; and
WHEREAS, this transaction is recommended to be a three-party escrow to allow #5..
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8/11/2026/CEDD/EGarcia/Item # 3 2026-xxx
the District to purchase additional property from the Trustees (owners) of the property, the City of Modesto to fund the transaction, including the escrow cost for both property sales, and to receive the needed Right-of-Way; and
WHEREAS, the District, as the primary party to both transactions, has drafted the Agreements and provided them to the City and the property Trustees for review; and WHEREAS, the Agreements allow the City to purchase the necessary ROW from the District, and the District to simultaneously use the funds from that sale to purchase the necessary additional property for the school site from Pickrel Trust; and WHEREAS, as a condition of acquiring the additional property, the District shall simultaneously execute an irrevocable offer of dedication to the City for 1.89 acres (82,037 SF) of right of way for Aria Way and Bridgewood Way; and WHEREAS, this acquisition of real property will be funded by the Tivoli CFD via bond proceeds anticipated to be received September 2026. The proceeds will fund this transaction for the 1.89-acre portion of property from the District, among other eligible expenditures. The City will be a signatory under the Agreement and has agreed to be solely responsible for all funding related to this transaction, including the purchase price and all closing costs and fees, and the Districts expenses. The purchase price shall be eight hundred thirty-one thousand and six hundred dollars ($805,200) based on a valuation of $440,000 per acre; and
WHEREAS, the total estimated cost for the right of way acquisition and associated District required expenses is $935,262.97; and
WHEREAS, to ensure adequate fiscal authorization for this transaction, staff recommends establishing a not-to-exceed amount of $1,250,000.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto #5..
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8/11/2026/CEDD/EGarcia/Item # 4 2026-xxx
that is hereby approves an agreement for the conveyance and purchase of right-of-way from the Sylvan Unified School District, receiving 1.89 acres (82,037 Square Feet) of public right-of-way for public infrastructure, in an amount not to exceed $1,250,000.

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. #5..
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8/11/2026/CEDD/EGarcia/Item # 5 2026-xxx
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11h day of August, 2026, 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
#5..
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8/11/2026/CEDD/EGarcia/Item # 1 2026-xxx

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION AMENDING THE FISCAL YEAR 2026-27 NON-CAPITAL

MULTI-YEAR PROJECT REVENUE AND EXPENDITURE BUDGET TO FUND PROJECT #101755 IN THE COMMUNITY FACILITIES DISTRICT (CFD) NO. 2024-1 (TIVOLI) PFOR THE LAND ACQUISITION PURCHASE FROM THE

SYLVAN UNIFIED SCHOOL DISTRICT IN AN AMOUNT NOT TO EXCEED $1,250,000 TO FUND THE PURCHASE, AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE, TO IMPLEMENT THE PROVISIONS OF THIS

RESOLUTION
WHEREAS, the City plans to purchase 1.89 acres of land from the Sylvan Unified School District for necessary right-of-way (ROW) required to construct necessary public infrastructure identified in the approved Tivoli Specific Plan; and WHEREAS, CFD No. 2024-1 (Tivoli) bond sale proceeds must be allocated to fund this land acquisition; and
WHEREAS, the Fiscal Year 2026-27 Community Facilities District No. 2024-1 (Tivoli) program budget must be amended to fund the land acquisition purchase from the Sylvan Unified School District in the total amount of $1,250,000, to establish and recognize revenue, and increase expenditures.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that is hereby approves the amendment of the Fiscal Year 2026-27 Community Facilities District No. 2024-1 (Tivoli) program budget to fund project #101755 for the land acquisition purchase of 1.89 acres in an amount not to exceed $1,250,000, in revenue and to budget expenditures to fund the land acquisition.

BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to take the necessary steps to implement the provisions of this resolution. #5..
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8/11/2026/CEDD/EGarcia/Item # 2 2026-xxx
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11h day of August, 2026, 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
#5..
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY PAGE 1

AND JOINT ESCROW INSTRUCTIONS

AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY

AND JOINT ESCROW INSTRUCTIONS
This Agreement for Conveyance and Funding of Real Property and Joint Escrow Instructions (“Agreement”) is made by and between the SYLVAN UNION SCHOOL DISTRICT, a California public school district (“District”) and the CITY OF MODESTO, a political subdivision in the State of California (“City”), entered into on the Effective Date (as defined below). District and City may be collectively referred to as the “Parties.”

RECITALS
WHEREAS, District is the sole owner of certain real property, as described below, for the siting of a future public school campus.

WHEREAS, the City of Modesto (“City”) has determined that it requires a portion of the District’s real property for right-of-way purposes.

WHEREAS, the District has determined that in order to convey the portion of its real property to the City for right of way purposes, the District requires additional land so that the acreage of the future public school campus does not fall below the minimum legal requirements for the siting of a public school pursuant to California Department of Education guidance.

WHEREAS, the neighboring property is owned by the Jack and Arliss Pickrel Living Trust, dated November 23, 2005 (“Trust”), and the District and the Trust will be entering into a Purchase and Sale Agreement (“District-Trust Agreement”), whereunder the Trust agrees to sell a portion of its real property to the District as further detailed in the District-Trust Agreement.

WHEREAS, the District, City, and Trust intend that the District’s acquisition of a portion of the Trust’s property under the District-Trust Agreement, and the District’s conveyance of real property to the City under this Agreement, simultaneously close through a single escrow, conditioned on the City’s sole responsibility to cover the District’s costs of acquiring the real property from the Trust under the District-Trust Agreement.

WHEREAS, Section 35160 of the Education Code authorizes the Governing Board of the District to initiate and carry on any activity, or may otherwise act in any manner which is not in conflict with or inconsistent with, or preempted by, any law and which is not in conflict with the purposes for which school districts are established.

WHEREAS, Section 35162 of the Education Code authorizes the District’s Governing Board to hold and convey property for the use and benefit of the District.

WHEREAS, District desires to convey said real property to City on and subject to the terms and conditions contained in this Agreement, and City desires to acquire District’s real property and hold it for the use and benefit of the City. #5..
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY PAGE 2

AND JOINT ESCROW INSTRUCTIONS

AGREEMENT
NOW THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, District and City agree as follows:

I. EFFECTIVE DATE
For purposes of triggering events under this Agreement, the “Effective Date” of this Agreement shall be the date of mutual execution of this Agreement by both City and District.

This Agreement will not be legally valid until approved by the Modesto City Council and District’s Governing Board.

II. THE PROPERTY
Subject to the terms and conditions set forth in this Agreement, District agrees to convey to City, and City agrees to accept from District, fee simple title to the real property legally described, and depicted, in EXHIBIT A, including all mineral and subsurface rights, if any, and all improvements located thereon, together with all appurtenant and development rights (“ROW Property”). The ROW Property consists of approximately 73,556 square feet along the northern and eastern boundaries of the parcel with APN 083-004-089, located in the City of Modesto, California, and 8,481 square feet from the Trust Property (as defined below) to be acquired by the District under the District-Trust Agreement.

III. FUNDING OF DISTRICT ACQUISITION OF TRUST PROPERTY
A. City agrees to fund the District’s acquisition of real property owned by the Trust legally described, and depicted, in Exhibit A to the District-Trust Agreement, which consists of approximately 1.83 acres from the northern portion of the parcel with APN 083-004-048 and located at 2519 Sylvan Avenue in the City of Modesto, California (“Trust Property”). City’s funding obligation is one hundred percent (100%) of the Purchase Price of the Trust Property and all Closing Costs as described in the District-Trust Agreement. The purchase price for the Trust Property is Four Hundred Forty Thousand and No/100 Dollars ($440,000.00) per acre, based on the final surveyed acreage of the Trust Property (“Purchase Price”). The Purchase Price of the Trust Property shall be paid by City as follows:

1. Deposit. Within five (5) business days of the Effective Date of this Agreement, the City shall deposit with Chicago Title Company, located at 3620 Happy Valley Road, Suite 100, Lafayette, CA 94549 (“Title Company” or “Escrow Holder”), attention to Laurie Edwards, Vice President, with reference to the escrow number assigned by Title Company when escrow was opened pursuant to the District-Trust Agreement, a copy of the mutually executed Agreement with the Title Company, and the sum of One Hundred TwentyFive Thousand and No/100 Dollars ($125,000.00) on behalf of the District to be allocated as follows: (a) Twenty-Five Thousand and No/100 Dollars ($25,000.00) in satisfaction of District’s obligation to fund the security deposit under the District-Trust Agreement (“Deposit”); and (b) One Hundred Thousand and No/100 Dollars ($100,000.00) shall be immediately released to District to cover the expenses incurred by District in relation to the transactions contemplated under this Agreement and the District-Trust Agreement (“Cost Contribution”). Upon delivery of the Deposit to Title Company, the amount of the Deposit shall be deemed the District’s security deposit under the District-Trust Agreement. The Deposit shall become applicable to the Purchase Price for the Trust Property. In the event that Close #5..
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY PAGE 3

AND JOINT ESCROW INSTRUCTIONS
of Escrow for the ROW Property does not occur for any reason other than default of the City, the Deposit shall be refunded to the City.

2. Balance of Purchase Price. At least three (3) business days prior to Close of Escrow (as defined below), or as instructed by the Title Company, City shall have deposited with the Escrow Holder, in immediately available funds, the balance of the Purchase Price on behalf of the District, and in satisfaction of District’s obligation to pay the Purchase Price under the District-Trust Agreement, and the amount of Title Company’s estimate of all closing costs, prorations, and charges payable (collectively, “Closing Costs”) under the District-Trust Agreement.

B. Payment of Balance Upon Closing. Upon the Close of Escrow, the Deposit plus accrued interest and the balance of the Purchase Price shall be paid by Escrow Holder to or at the direction of the Trust on account of the Purchase Price.

IV. CONDITIONS TO DISTRICT’S OBLIGATION
A. Conditions to District’s Obligation. District’s obligation to convey the ROW Property to City under this Agreement is subject to the fulfillment of each of the following conditions, each of which is for the benefit of the District and any or all of which may be waived by District in writing at its option:

1. District-Trust Agreement Conditions. The conditions of the District’s obligation to purchase the Trust Property pursuant to Section IV of the District-Trust Agreement shall have been fulfilled or otherwise waived by the District.

2. City’s Funding. City shall have deposited with Escrow Holder one hundred percent (100%) of the Deposit, Cost Contribution, balance of the Purchase Price and all Closing Costs for District’s acquisition of the Trust Property under the District-Trust Agreement.

3. City’s Performance. City shall have timely performed all of the obligations required by the terms of this Agreement to be performed by City.

4. City’s Representations. All representations and warranties made by City in this Agreement shall be true and correct as of the execution of this Agreement and as of the Close of Escrow.

V. DUE DILIGENCE PERIOD
A. Due Diligence Period. City shall have a “Due Diligence Period,” commencing on the Effective Date this Agreement, for a period of twenty-one (21) days in which City will evaluate the physical feasibility of City’s use of the ROW Property for right-of-way purposes.

If City determines, within its sole judgment and discretion, that the ROW Property is not suitable for its intended purposes, the City may, by written notice to District prior to the expiration of the Due Diligence Period, terminate the Agreement. City shall be solely responsible for any cancellation costs imposed by Title Company, and the Deposit, together with all interest earned thereon, shall be disbursed to the City, and neither District nor City shall have any further liability or obligations under this Agreement.

B. District’s Reports. Within ten (10) days following the Effective Date of this Agreement, District shall have delivered to City any documents relevant to the ROW Property, including, but not limited to: (i) copies, in its possession, of any and all soils reports, plans, engineering studies, surveys, environmental studies and any other reports, studies or disclosures relating to or affecting the ROW Property to assist City with its feasibility study; #5..
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and (ii) any and all existing leases, licenses, contracts, rental agreements, covenants, development agreements, redevelopment plans, tract map conditions of approval, improvement agreements and bonds, easements, profits-à-prendre, party wall agreements, franchises, CC&Rs, commitments, undertakings, liens, water, oil, gas, or mineral rights.

District’s obligation to deliver and share with City any relevant ROW Property documents, reports, and disclosures is an ongoing obligation and shall be a continuing obligation up until the Close of Escrow. District makes no warranties and/or representations regarding reports being delivered to City except that, to the best of District’s knowledge, they are true and correct.

C. Site Investigations. District hereby grants City and its consultants and agents the right to enter upon and access the ROW Property from and after the Effective Date of this Agreement to conduct evaluations, surveys, and feasibility studies on, around or under the ROW Property, at City’s own cost and expense. City shall indemnify, defend, and hold harmless the District from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to City's or its consultants' entry onto or activities on the ROW Property. City shall maintain, and require its consultants to maintain, commercial general liability insurance with limits of not less than $1,000,000 per occurrence during the period of any such access, naming District as an additional insured.

City’s access onto the ROW Property for these preliminary review purposes shall extend through the Due Diligence Period.

D. Title Review Process. City shall have the right, during the Due Diligence Period to either approve the exceptions contained in the Title Report or to notify the District in writing (the “Title Objection Notice”), specifying any exceptions and/or survey matters to which it objects (the “Title Objections”), which Title Objection Notice must be given on or before ten (10) days prior to the expiration of the Due Diligence Period. If a Title Objection Notice is sent, the District shall have a period of five (5) business days after receipt of the Title Objection Notice (i) to remove, or agree to remove prior to the Close of Escrow, some or all of the Title Objections, and to inform the City of the same, or (ii) to advise the City, in writing, that it will not agree to remove some or all of the Title Objections (the “Title Response Notice”). If the District fails to timely deliver to the City the Title Response Notice, it shall be conclusively deemed that the District has elected not to remove any of the Title Objections.

If the District advises the City in its Title Response Notice that it will neither remove nor agree to remove some or all of the Title Objections (or District is deemed to have so advised City), then the City shall have until 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period (including any extensions) to advise the District, in writing, whether City elects to waive such objections and proceed with the acquisition of the ROW Property or to terminate this Agreement. District shall inform City whether District will be unable to remove by the Close of Escrow those specified exceptions which District has agreed to remove in the Title Response Notice on or before the third (3rd) business day prior to the Close of Escrow, then City shall have the following options to be exercised by written notice within three (3) business days of the date of District’s notice that District is unable to remove or effect a cure of such item: (y) to accept a conveyance of the ROW Property subject to the matter objected to by City in the Title Response Notice which District elected (but is not obligated) to remove but is unable to remove despite using commercially reasonable efforts to do so, or (z) to terminate this Agreement by sending written notice thereof to District, and upon delivery of such notice of termination, this Agreement shall terminate, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for such obligations under this Agreement as are expressly provided herein to survive the termination of this Agreement. #5..
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VI. CONDITION OF PROPERTY

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE CITY IS ACQUIRING THE ROW PROPERTY IN ITS “AS IS” PHYSICAL CONDITION. District represents and warrants that to the best of District’s knowledge, District is not aware of the existence of any defect or condition on the ROW Property, including, but not limited to, the condition of the soil, the existence of geologic hazards or groundwater contamination on the ROW Property, the existence of ecological or environmental impediments to the intended use of the ROW Property, the transfer of any water rights which are appurtenant to the property and the existence of any hazardous or toxic materials on, beneath the surface, or in the vicinity of the ROW Property at levels requiring remediation or removal under existing applicable laws.

VII. WARRANTIES OF TITLE
District warrants and represents that:

A. No Pending Litigation. District has not received any notice of pending litigation respecting the ROW Property on or before Close of Escrow.

B. Contracts Concerning the Property. District has no knowledge of, and represents and warrants that there are no leases, subleases, rental agreements, occupancies, tenancies, contracts, licenses, commitments, or undertakings pertaining to the ROW Property, the performance of services on the ROW Property, or the use of the ROW Property or any part of it by which City would become obligated or liable to any person or entity. No other agreements have been made by District with any person or entity to possess, lease, or purchase the ROW Property or any interest therein.

C. Violations. District has not received any notice of any violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records, with respect to the ROW Property or any improvements on the Property.

D. Material Defects. District has not received any notice that, and is not aware of or informed that, any material defect in the ROW Property exists at present or as of the Close of Escrow.

E. Easements Not of Record. District has no knowledge, actual or constructive, and has not received any notice of the title to be conveyed to City being encumbered by any easements, licenses, or other rights not disclosed by the public record.

F. Status of Title. With the exception of all easements and title exceptions of record that City approves, as a covenant that will survive the Close of Escrow, District warrants that District is the sole owner of the ROW Property, free and clear of all liens, claims, encumbrances and/or easements, encroachments on the ROW Property from adjacent properties, encroachments by improvements or vegetation of the ROW Property onto adjacent property, or rights of way of any nature. Any and all financial or monetary liens, claims and/or encumbrances shall be satisfied by District through the Title Company at the Close of Escrow.

VIII. HAZARDOUS SUBSTANCES
District warrants that District has not received any notice from any local, state, or federal agency of any Hazardous Substances of any type or nature, solid, liquid or gaseous, which exists or has existed above, on, or beneath the ROW Property. To the best of District’s knowledge, there has been no use, discharge, release, generation, storage or disposal in, on, or under the ROW Property of any Hazardous Substances (as defined in EXHIBIT B) except in accordance with applicable law. Further, District agrees that District will not discharge, #5..
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release, use, generate, store or dispose, or permit or suffer the discharge, release, use, generation, storage or disposal (collectively “Release”) of any Hazardous Substances above, in, on or under the ROW Property in violation of any environmental law prior to the Close of Escrow. City acknowledges and agrees that the foregoing sentence shall not apply to any Release of Hazardous Substances from outside the ROW Property unless such Release is caused by District. District further warrants that to the best of their knowledge, there are no underground storage tanks located on the ROW Property. District agrees to provide and disclose to City within five (5) days of execution of the Agreement any and all documents in District’s possession regarding the existence, use, application or removal of Hazardous Substances on or from the ROW Property including any and all disclosures by current and former tenants of District, if any, of the use or presence of Hazardous Substances on or in the vicinity of the ROW Property.

IX. CONDITIONS TO CITY’S OBLIGATIONS
A. For the benefit of City, the Close of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the following conditions (or City’s written waiver thereof, it being agreed that City may waive any or all of such conditions):

1. Delivery of Title. Delivery of good and marketable fee simple title to the ROW Property in the condition set forth in this Agreement.

2. Issuance of a Preliminary Title Report. Issuance of a current preliminary title report by Title Company, with respect to the ROW Property, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of title to the Property, accompanied by legible copies of all documents referred to in the report, and Title Company’s commitment to provide CLTA policy of title insurance for the Property with title subject only to exceptions acceptable to City.

3. Site Condition Representations. District’s representations and warranties with respect to the condition of the ROW Property as set forth in this Agreement.

Between the execution of this Agreement and Close of Escrow, District will not have sustained any material loss or damage to the ROW Property.

4. Hazardous Materials Representations. In accordance with Health and Safety Code section 25359.7, District’s representations with respect to “Hazardous Substances” (as defined in EXHIBIT B) and underground storage, as described in Section VIII of this Agreement.

5. City Council Approval. Approval of the conditions of the ROW Property, this Agreement, and closing of this transaction by the Modesto City Council before the expiration of the Due Diligence Period.

6. City’s Acceptance of Property. City’s written satisfaction of the ROW Property for its proposed project before the expiration of the Due Diligence Period.

7. Termination of Leasehold Interests. If any leasehold interest exists on the ROW Property, termination of any existing leases, and/or other rights of possession or #5..
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encumbrances of title on the ROW Property, including removal of all tenants and their personal property/chattel.

8. District’s Obligations. District shall have timely performed by the Close of Escrow, all of the obligations required by the terms of this Agreement to be performed by District.

X. JOINT INSTRUCTIONS FOR CLOSE OF ESCROW
Joint Instructions for Close of Escrow are attached hereto as EXHIBIT C and are hereby incorporated herein as a part of this Agreement.

XI. CITY’S REPRESENTATIONS AND WARRANTIES
In consideration of District entering into this Agreement and as an inducement to District to convey the ROW Property to City, City makes the following representations and warranties, each of which is material and is being relied upon by District (the continued truth and accuracy of which shall constitute a condition precedent to District’s obligations hereunder):

A. City’s Authority to Execute Agreement. City is a political subdivision duly formed under the laws of the State of California, and this Agreement and the execution and delivery thereof by the designated signatory has been specifically authorized by the Modesto City Council. The City has the legal right, power, and authority to enter into this Agreement and to consummate the transaction contemplated pursuant to the terms of this Agreement.

B. Authority of Executing Officer. The individual executing this Agreement on behalf of City represents, for the benefit of District, that they are duly authorized to execute and deliver this Agreement on behalf of City.

C. Validity of City’s Representations and Warranties at Close of Escrow. The representations and warranties of the City set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time.

XII. DISTRICT’S REPRESENTATIONS AND WARRANTIES
A. District makes no representation or warranty concerning any matter or thing affecting or relating to the ROW Property, except to the extent specifically stated in this Agreement. City acknowledges that: (i) except as expressly contained in this Agreement, neither District, nor anyone acting for or on behalf of District, has made any representation, statement, warranty or promise to City concerning the physical aspects and condition of the ROW Property, any dimensions or specifications of the ROW Property, the feasibility, desirability or convertibility of the ROW Property into any particular use, the zoning, building and land use restrictions applicable to the ROW Property, the presence of toxic wastes and Hazardous Substances or materials in, on or under the ROW Property; (ii) in entering into this Agreement, City has not relied on any representation, statement, warranty or promise of District, or anyone acting for or on behalf of District, other than as expressly contained this Agreement; and (iii) all matters concerning the ROW Property shall be independently verified by City and that City shall acquire the ROW Property on City’s own examination thereof (or its election not to do so) and that City is purchasing the ROW Property in its “AS IS” physical condition. City assumes the risk that adverse physical, environmental, or other conditions may not have been revealed by its investigation. Without limiting the foregoing, District shall have no liability or responsibility to City for any remediation or investigation concerning Hazardous Substances on or under the ROW Property except to the extent District is aware #5..
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of such Hazardous Substances or investigation and/or remediation thereof, and fails to disclose that information to City. The provisions of this Section shall survive Close of Escrow or termination of this Agreement.

B. In consideration of City entering into this Agreement and as an inducement to City to acquire the ROW Property from District, District makes the following representations and warranties, each of which is material and is being relied upon by City (the continued truth and accuracy of which shall constitute a condition precedent to City’s obligations hereunder):

1. District’s Authority to Execute Agreement. The representatives of District warrant: (i) that District is legally authorized and able to execute this Agreement and constitutes all persons with a legal interest in the ROW Property necessary to convey clear title to a fee simple interest in the ROW Property; and (ii) that District has the legal right to enter into this Agreement and to consummate the transaction contemplated by this Agreement.

2. Validity of District’s Representations and Warranties at Close of Escrow.

The representations and warranties of the District set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time. District shall promptly notify City of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow.

3. License to Enter Property. District and City acknowledge and agree that through the Close of Escrow, City shall have the right to enter upon and access the ROW Property to conduct its surveys and feasibility study as well as any asbestos removal tests and soil tests, core drilling and/or testing for hazardous waste contamination on around or under ROW Property, at City’s own cost and expense. City will use reasonable efforts not to damage the ROW Property or interrupt the District’s use thereof during the conduct of any such surveys and studies. Upon City’s written satisfaction of the ROW Property, City shall have accepted the ROW Property in its current and “as is” condition, subject only to the accuracy of District’s representations and warranties set forth in this Agreement.

XIII. MUTUAL INDEMNIFICATION
A. District shall indemnify City and hold City harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees, resulting from, arising out of, or in any way connected or related to any misrepresentations or breach of warranty or breach of covenant made by District in this Agreement or in any document, certificate, or exhibit given or delivered to City pursuant to or in connection with this Agreement. The indemnification provisions of this Section shall survive the delivery of the Grant Deed and transfer of title or, if title is not transferred pursuant to this Agreement, any termination of this Agreement.

B. City shall indemnify District and hold District harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys’ fees, resulting from, arising out of, or in any way connected or related to any misrepresentations or breach of warranty or breach of covenant made by City in this Agreement or in any document, certificate, or exhibit given or delivered to District pursuant to or in connection with this Agreement; and/or any liability arising because of breach of this Agreement or other matters related to the District-Trust Agreement which occurred, arose, or is alleged to have occurred or arisen prior to Closing, and which is not due to actions of, or taken by, District. The indemnification provisions of this Section shall survive the delivery of the Grant Deed and transfer of title or, if title is not transferred pursuant to this Agreement, any termination of this Agreement. #5..
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XIV. TERMINATION
A. City’s Termination for Cause. In the event of a material default by District, the Agreement shall not be terminated automatically, but only upon delivery to Title Company and District of written notice of termination from City. Upon City’s delivery of notice to terminate, City shall be entitled to pursue any and all legal remedies to which it is entitled at law and in equity, including but not limited to judicial action seeking specific performance and/or damages. The payment of any cancelation charges imposed by the Title Company shall be in accordance with the Joint Escrow Instructions set forth in EXHIBIT C.

B. District’s Termination for Cause and Liquidated Damages. If the City defaults in any obligations hereunder, District shall have the right, at District's election, to either: (a) rescind this Agreement and retain or receive payment of Twenty-Five Thousand and NO/100 Dollars ($25,000.00) as liquidated damages (“Liquidated Damages”), as District’s sole and exclusive remedy against City for such default; or (b) pursue an action for specific performance of City's obligations under this Agreement. The Parties agree that the Liquidated Damages amount is a reasonable sum considering all of the circumstances existing on the date of this Agreement, including the relationship of the sum to the range of harm to District that reasonably could be anticipated, and the anticipation that proving actual damages would be costly, impractical, and extremely difficult. In placing their initials at the places provided below, each Party agrees to this liquidated damages provision and confirms the accuracy of the statements in this paragraph and the fact that each Party has either sought counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made or waived the right to seek counsel for this purpose. In consideration of the payment of such liquidated damages (where District elects that remedy), District shall be deemed to have waived all other claims for damages or relief at law or in equity (including any rights District may have pursuant to Civil Code sections 3389 and 1680).

City’s Initials: District’s Initials:

XV. GENERAL PROVISIONS
A. Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served and received if given in writing and personally delivered or either deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, or sent by overnight delivery service or facsimile transmission, addressed as follows. Courtesy copies of the notice may be sent via email.

If to District:

Sylvan Union School District
Attn: Diolinda Peterson, Superintendent
605 Sylvan Avenue
Modesto, CA 95350
Email: [email protected]
If to City:

City of Modesto
Attn: Joseph Lopez, City Manager
P.O. Box 642
Modesto, CA 95353
Email: [email protected]
With a copy to:

Karina Samaniego, Esq.

Dannis Woliver Kelley
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750 B Street, Suite 2600
San Diego, CA 92101
Email: [email protected]
Fax: (619)702-6202
Any notice personally given or sent by facsimile transmission shall be effective upon receipt.

Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice given by mail shall be effective five (5) days after deposit in the United States mail.

B. Time of Essence; Dates. Time is of the essence of each provision of this Agreement in which time is an element. Unless the context otherwise requires, all periods terminating on a given day, period of days, or date shall terminate at 5:00 p.m. (Pacific Time) on such date or dates. References to “days” shall refer to calendar days except if such references are to “business days” which shall refer to days which are not a Saturday, Sunday or a legal holiday under Section 6700 of the California Government Code. In the event that any date specified in this Agreement falls on a non-business day, such date shall be deemed to be the succeeding business day.

C. Entire Agreement of Parties. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior discussions, negotiations and agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by the District and the City.

D. Joint and Several Liability. If City under this Agreement is comprised of more than one person or entity, each such person shall be jointly and severally liable for the obligations and representations of District under this Agreement.

E. California Law. This Agreement shall be governed by and the rights, duties, and obligations of the Parties shall be determined and enforced in accordance with the laws of the State of California.

F. Attorneys’ Fees. If either Party files any action or brings any proceedings against the other arising out of this Agreement, or is made a Party to any action or proceeding brought by the Title Company, then, as between the Parties, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

G. Waiver. No waiver by either Party of any provision of this Agreement shall be considered a waiver of any other provision or of any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a Party of any remedy provided in this Agreement or at law shall not prevent the exercise by that Party of any other remedy provided in this Agreement or at law or in equity.

H. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and assigns.

I. Captions. The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation hereof nor serve as evidence of the interpretation hereof, or of the intention of the Parties.

J. Disputes. Any actions or proceedings arising under, growing out of, or in any way related to this Agreement shall be instituted and prosecuted only in courts located in the County of Stanislaus, State of California.
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K. Representation by Counsel. The parties respectively acknowledge that they have been represented by counsel of their choice throughout the negotiations that preceded the execution of this Agreement and that they have read this Agreement, have had the opportunity to review this Agreement with counsel and are fully aware of and understand all of its terms and the legal consequences thereof. The Parties further respectively acknowledge that they have, through their respective counsel, mutually participated in the preparation of this Agreement and that no provision herein shall be construed against any party by virtue of the activities of that party or its attorneys. Each of the Parties further represents and declares that it signs the Agreement freely and voluntarily.

L. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions hereof unenforceable, invalid, or illegal.

M. Survival of Warranties, Covenants, and Obligations. Only the warranties, covenants, and obligations of each of the Parties expressly specified in this Agreement shall survive the Close of Escrow through which the conveyance and funding is consummated.

N. Incorporation of Recitals and Exhibits. The Recitals and the Exhibits attached to this Agreement are hereby incorporated into this Agreement by reference.

O. Counterparts and Copies. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document. A photocopy or electronic copy of the executed Agreement shall have the same force and effect as an original for all purposes. [SIGNATURES AND EXHIBITS FOLLOW.]
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The Parties have executed this Agreement on the dates indicated below, but to be effective upon the Effective Date indicated on the first page.

DISTRICT:

Date:

SYLVAN UNION SCHOOL DISTRICT, a
California public school district
By:

Diolinda Peterson, Superintendent
CITY:

Date:

CITY OF MODESTO, a political subdivision of
the State of California
By:

Joseph Lopez, City Manager
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY EXHIBIT A

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EXHIBIT A

THE PROPERTY
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY EXHIBIT A

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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY EXHIBIT A

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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY EXHIBIT A

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[END OF EXHIBIT A.]
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY EXHIBIT B

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EXHIBIT B

HAZARDOUS SUBSTANCES
As used in this Agreement, the term “hazardous substances” means any hazardous, toxic, and/or harmful substance, material, component, subcomponent, product, byproduct, and/or waste that is now, or will become, regulated or prohibited pursuant to all applicable laws, regulations, ordinances, and binding actions of the United States Government, the State of California, a local governmental authority, or any subdivision thereof, including, but not limited to, the United States Environmental Protection Agency, the California Environmental Protection Agency and its constituent boards, departments, and offices (including, but not limited to, the State Water Resources Control Board, Regional Water Quality Control Boards, Department of Toxic Substances Control, and Department of Pesticide Regulation), the State Department of Public Health, and local governmental operations equivalent thereto.

Furthermore, the term “hazardous substances” as used in this Agreement includes, without limitation, any substance, material, component, subcomponent, product, byproduct, or waste that is or may be reasonably defined as: (i) “hazardous waste” under Section 6903(5) of the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.); (ii) a “hazardous substance” under Section 9601(14) of the Comprehensive Environmental Response, Compensation and Liability Act (“Superfund”) (42 U.S.C. § 9601 et seq.); (iii) a “toxic pollutant” under Section 1317(a) of the Federal Water Pollution Control Act (33 U.S.C. § 1311 et seq.); (iv) a “contaminant” under Section 300f(6) of the Safe Drinking Water Act (42 U.S.C. § 300f et seq.); (v) material creating “unreasonable adverse effects on the environment” under Section 136(z)(bb) of the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.); (vi) “hazardous air pollutants” under Section 7412(b) of the Clean Air Act (42 U.S.C. § 7401 et seq.); (vii) a “byproduct material” under Section 2014(e) of the Atomic Energy Act (42 U.S.C. § 2011 et seq.); (viii) a “hazardous substance” under Section 13050(p) of the Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); (ix) “hazardous waste” under Section 25117(a) of the Hazardous Waste Control law (Health and Safety Code § 25100 et seq.); (x) “hazardous waste” under Section 25208.2(k) of the Toxic Pits Cleanup Act (Health and Safety Code § 25208 et seq.); (xi) “hazardous waste” under Section 25159.12 of the Toxic Injection Well Control Act (Health and Safety Code § 25159.10 et seq.); (xii) a “hazardous substance” under Section 252814(h) of the Underground Storage of Hazardous Substances Law (Health and Safety Code § 25280 et seq.); (xiii) a “hazardous substance” under Section 25316 of the Carpenter-Presley-Tanner Hazardous Substance Account Law (Health and Safety Code § 25300 et seq.); (xiv) a “hazardous material” under Section 25395.74 of the California Land Reuse and Revitalization Act (Health and Safety Code § 25395.60 et seq.); (xv) a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501(p-r) of the Hazardous Materials Release Response Plans and Inventory law (Health and Safety Code § 25500 et seq.); (xvi) substances regulated under the Toxic Mold Protection Act (Health and Safety Code § 21600 et seq.); (xvii) chemicals of carcinogenic and reproductive toxicity regulated under the Safe Drinking Water and Toxic Enforcement Act (Proposition 65) (Health and Safety Code § 25249.5 et seq.); (xviii) “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” a “hazardous substance,” or a “hazardous material,” as those terms are defined, in relation to the terms and conditions of this Agreement and this Exhibit, throughout Division 20, Chapters 1 through 20, inclusive, of the Health and Safety Code; (xix) petroleum; (xx) methyl tert-butyl ethers (MTBEs); (xxi) asbestos; (xxii) lead; (xxiii) mercury; (xxiv) dichlorodiphenyltrichloroethane (DDT); (xxv) polychlorinated biphenyl (PCBs); and (xxvi) chlorofluorocarbons (CFCs). [END OF EXHIBIT B.]
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-1

EXHIBIT C

JOINT ESCROW INSTRUCTIONS
These Joint Escrow Instructions (“Instructions”) are entered into by and among the

TRUSTEES OF THE JACK AND ARLISS PICKREL LIVING TRUST, DATED NOVEMBER 23, 2005 (“Trust”); the SYLVAN UNION SCHOOL DISTRICT, a California public school district in the County of Stanislaus (“District”); and CITY OF MODESTO, a political subdivision of the State of California (“City”), and are acknowledged and accepted by the CHICAGO TITLE COMPANY, located at 3620 Happy Valley Road, Suite 100, Lafayette, CA 94549, as escrow holder (“Escrow Holder”). The Trust, District, and City may be collectively referred to as the “Parties” herein.

These Instructions are intended to provide for a single escrow that covers two separate land conveyance transactions, with the express understanding that the two transactions are fully cross-conditioned and must close, if at all, concurrently.

I. REFERENCED AGREEMENTS
A. The Agreements. The Parties are entering into these Instructions in connection with the following agreements:

1. District-Trust Agreement. The District and the Trust have entered into an Agreement for the Purchase and Sale of Real Property and Joint Escrow Instructions, under which the Trust has agreed to sell, and the District has agreed to purchase, real property owned by the Trust (“District-Trust Agreement”), consisting of approximately 1.83 acres from the northern portion of the parcel with APN 083-004-048 and located at 2519 Sylvan Avenue in the City of Modesto, California (“Trust Property”), as legally described in Exhibit “A” to the District-Trust Agreement.

2. District-City Agreement. The District and the City have entered into an Agreement for the Conveyance and Funding of Real Property and Joint Escrow Instructions, under which the City has agreed to fund one hundred percent (100%) of the Deposit, Purchase Price, and Closing Costs under the District-Trust Agreement (as those terms are defined therein), for the District’s purchase of the Trust Property, and the District has agreed to convey to City the real property owned by the District (“District-City Agreement”), consisting of approximately 73,556 square feet along the northern and eastern boundaries of the parcel with APN 083-004-089, located in the City of Modesto, California, and 8,481 square feet from the Trust Property to be acquired by the District under the District-Trust Agreement (“District Property”).

B. Definitions and References. For purposes of these Instructions the following definitions and references shall apply:

1. The District-Trust Agreement and District-City Agreement may each be referred to in the singular as an “Agreement,” and together as the “Agreements.”

2. Each real property transaction contemplated under an Agreement may be referred to in the singular as a “Transaction,” and together as the “Transactions.”

3. The closing of both Transactions through the escrow is the “Closing” or “Close of Escrow.”
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-2
II. OPENING ESCROW
A. The Parties hereby authorize and instruct Escrow Holder to open escrow and handle funds as follows:

1. Establishment of One Escrow. The Parties instruct Escrow Holder to open and administer one escrow under the same escrow number for both Transactions, with the City opening escrow pursuant to Section III of the District-City Agreement.

Although the Transactions arise under separate Agreements and involve separate properties, deeds, and title matters, the Parties direct Escrow Holder to handle them in a coordinated manner through a single escrow file and closing process. Escrow Holder may maintain separate internal accounting for each Transaction while administering both through one escrow.

2. Controlling Instructions. Escrow Holder shall administer the Escrow in accordance with: (a) these Instructions; (b) the applicable provisions of each Agreement; and (c) any later joint written instructions that may be issued and signed by all Parties whose rights are affected. If these Instructions conflict with either Agreement, or if the Agreements conflict with one another in a manner affecting escrow administration, Escrow Holder may suspend action on the affected matter until receiving clarifying written instructions signed by the affected Parties.

3. Deposits and Closing Funds. Escrow Holder is authorized to receive and hold all earnest money deposits, additional deposits, and closing funds delivered under either Agreement. Even though both Transactions are administered in one escrow, Escrow Holder shall maintain records sufficient to identify: (a) deposits attributable to the DistrictTrust Agreement; (b) deposits attributable to the District-City Agreement; and (c) any shared fees, credits, or coordinated disbursement items.

4. Application of Funds. Unless the Parties otherwise instruct in writing:
(a) funds attributable to the District-Trust Agreement shall be applied only to the DistrictTrust Agreement; (b) funds attributable to the District-City Agreement shall be applied only to the District-City Agreement; and (c) no funds for one Transaction may be reallocated to the other without written authorization from the Parties whose funds are affected.

III. CLOSING ESCROW
A. Concurrent Closing; No Partial Closing. The Parties expressly direct that the Transactions are cross-conditioned and shall close only as a single coordinated closing event. Accordingly, Escrow Holder shall not close either Transaction, including without limitation recording a grant deed or disbursing seller proceeds, unless the other Transaction is also then in a condition to close. No partial closing shall occur absent subsequent written instructions expressly authorizing a separate closing, signed by all Parties.

B. Close of Escrow. Close of Escrow for both Transactions shall occur within fourteen (14) days following the conclusion of the District’s Due Diligence Period pursuant to the District-Trust Agreement (the “Closing Date”), including any extension thereof, or as revised in writing by the Parties.

C. Closing Costs. At least three (3) days prior to the Close of Escrow, City shall deposit or cause to be deposited with Escrow Holder, in cash or a certified, bank cashier’s or treasury check made payable to Escrow Holder or a confirmed wire transfer of funds, the amount of Escrow Holder’s estimate of all Closing Costs for both Transactions. #5..
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-3
D. Grant Deeds/Certificates of Acceptance.

1. Trust Property/District-Trust Agreement:
a. At least three (3) days prior to the Close of Escrow, Trust shall deposit with the Title Company the executed and notarized Grant Deed conveying to District good and marketable fee simple title to the Trust Property, subject only to the Permitted Exceptions (defined below).
b. To accompany the Grant Deed conveying the Trust Property to District, at least three (3) days prior to the Close of Escrow, District shall deposit with the Title Company an executed Certificate of Acceptance, as authorized by the District’s Governing Board.

2. District Property/District-City Agreement:
a. At least three (3) days prior to the Close of Escrow, District shall deposit with the Title Company the executed and notarized Grant Deed conveying to City good and marketable fee simple title to the District Property, subject only to the Permitted Exceptions.
b. To accompany the Grant Deed conveying the District Property to City, at least three (3) days prior to the Close of Escrow, City shall deposit with the Title Company an executed Certificate of Acceptance, as authorized by the Modesto City Council.

E. Conveyance of Title. At the Close of Escrow, Trust shall convey to District title to the Trust Property, and District shall convey to City title to the District Property, in fee simple by recordation of the Grant Deeds clear of all title defects, liens, encumbrances, deeds of trust and mortgages except the lien for real property taxes, if any, for the current fiscal year not yet due, any easements and title exceptions of record, and such other exceptions to title, which have either been approved in writing by the affected party or pursuant to the Agreements (collectively, the “Permitted Exceptions”).

F. Delivery of District Property to City; Title Insurance.

1. Delivery of District Property. On Close of Escrow, District shall deliver the District Property to City in substantially the same condition, reasonable wear and tear excepted, as of the Effective Date of the District-City Agreement. District shall deliver the District Property to City free and clear of any lease, licenses, other rights of possession, and/or other encumbrance on the District Property, with the removal of any tenants or business operations ceased onsite before Close of Escrow (if applicable), but otherwise subject to the Permitted Exceptions. If applicable, at least three (3) days prior to the Close of Escrow, District shall deposit with the Title Company the executed termination of lease documents effectively and legally cancelling any tenants’ rights of possession and rights to operate on the District Property as of the Close of Escrow.

2. Issuance of Title Insurance. Evidence of title to the District Property shall be the issuance at Close of Escrow by the Title Company of a CLTA or ALTA owner’s policy of title insurance in the full amount of the Purchase Price, insuring fee simple title to the District Property in the condition required by the District-City Agreement and these Instructions and containing such endorsements as City shall require. Indemnification of the unpermitted exception to title shall not be allowed except with the prior consent of City after full disclosure to City of the nature and substance of such exception and indemnity.
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-4
G. Delivery of Trust Property to District; Title Insurance.

1. Delivery of Trust Property. On Close of Escrow, Trust shall deliver the Trust Property to District in substantially the same condition, reasonable wear and tear excepted, as of the Effective Date of the District-Trust Agreement. Trust shall deliver the Trust Property to District free and clear of any lease, licenses, other rights of possession, and/or other encumbrance on the Trust Property, with the removal of all tenants, and all business operations ceased onsite before Close of Escrow (if applicable), but otherwise subject to the Permitted Exceptions. If applicable, at least three (3) days prior to the Close of Escrow, Trust shall deposit with the Title Company the executed termination of lease documents effectively and legally cancelling any tenants’ rights of possession and rights to operate on the Trust Property as of the Close of Escrow.

Except as otherwise stated in the District-Trust Agreement, Trust shall be solely responsible for any and all fees, costs and expenses (including attorneys’ fees and costs) of clearing title assumed, as well as any and all fees, costs, and expenses associated with the termination of existing leases, licenses, rental agreements and/or other rights of possession or encumbrances of title on the Trust Property, and the removal of all tenants, if any, prior to the Close of Escrow, including, but not limited to, relocation benefits, if any, and the removal of Trust’s and/or tenants’ personal property/chattels. District shall not be liable for any costs or expenses associated with the removal of tenants or the termination of any leases, subleases, rental agreement, tenancy, property interest, right of possession, lien, or encumbrance of any kind on or related to the Trust Property, including, without limitation, the payment of relocation benefits.

2. Issuance of Title Insurance. Evidence of title to the Trust Property shall be the issuance at Close of Escrow by the Title Company of an ALTA extended policy of title insurance in the full amount of the Purchase Price, insuring fee simple title to the Trust Property in the condition required by the District-Trust Agreement and containing such endorsements as District shall require.

H. Closing Fees and Cost. Fees and costs for the Transactions shall be paid as follows:

1. District-City Agreement:
a. District is solely responsible for and will pay:
i. If applicable, any and all monetary liens, claims, or mortgages encumbering the District Property.
ii. If applicable, prorated real property taxes and interest on any assessment that constitutes a lien on the District Property, based on the most current real property tax bill, including any additional property taxes that may be assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow, regardless of when notice of those taxes is received or who receives the notice. b. City is solely responsible for and will pay:
i. 100% of the premium for any CLTA standard or ALTA
Extended Coverage Title Insurance Policy and all endorsements requested thereon by City. ii. 100% of the Title Company’s fees and costs; City will pay Title Company’s fees and other customary charges for document drafting, recording, and miscellaneous charges for the Title Company.
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-5
iii. If applicable, all transfer taxes, including the city or county documentary transfer tax imposed pursuant to the County Documentary Transfer Tax Act, if any are payable in connection with the recordation of the Grant Deed. iv. If applicable, pro-rated taxes and interest on bonds to the Close of Escrow.

2. District-Trust Agreement
a. Trust is solely responsible for and will pay:
i. Any and all liens, claims, or mortgages encumbering
the Trust Property caused by Trust, if applicable.
ii. Prorated real property taxes and interest on any
assessment that constitutes a lien on the Trust Property, based on the most current real property tax bill, including any additional property taxes that may be assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow, regardless of when notice of those taxes is received or who receives the notice. b. City is solely responsible for and will pay on behalf of District:
i. 100% of the premium of an ALTA extended coverage
title insurance policy, including any requested endorsements requested by District. ii. If applicable, all transfer taxes, including the city or county documentary transfer tax imposed pursuant to the County Documentary Transfer Tax Act, if any, payable in connection with the recordation of the Grant Deed. iii. 100% of the Title Company’s fees and costs; City will pay Title Company’s fees and other customary charges for document drafting, recording, and miscellaneous charges for the Title Company.

I. Conditions to Close. Escrow Holder shall be authorized to close only after it has received, for both Transactions:

1. All required executed closing documents;

2. All required Closing funds, including without limitation the balance of the Purchase Price under the District-Trust Agreement and all Closing Costs for both Transactions, in immediately available form, from the City;

3. Title Company confirmation that the applicable title coverage can be issued as contemplated, subject only to permitted exceptions and customary conditions;

4. Recording packages in a form acceptable for recording;

5. Payoff information sufficient to satisfy monetary liens and encumbrances; and

6. Final closing statements signed by the Parties or other written authorization to disburse.

If one Transaction is not then capable of closing in accordance with its Agreement and these Instructions, neither Transaction shall close.
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-6
J. Title and Recording Coordination. Escrow Holder shall ensure that title and recording for both Transactions are handled as one coordinated closing event. Escrow Holder is instructed to:

1. Release transfer documents for recording only when both Transactions are ready to close as agreed to by all Parties in writing;

2. Record the Grant Deeds in the following order: (1) the Grant Deed conveying the Trust Property from Trust to District; (2) the Grant Deed conveying the District Property from District to City.

3. Coordinate payoff, release, and related recording matters in the sequence reasonably necessary for both Closings; and

4. Suspend Closing if Escrow Holder learns before final disbursement that one deed or one recording package cannot be recorded as intended.

K. Closing Statements, Costs, and Disbursements. Escrow Holder shall prepare separate closing statements for each Transaction, and at the request of any Party, one coordinated package with transaction-by-transaction breakout. Escrow Holder may disburse funds only when both Transactions satisfy the concurrent closing requirements of these Instructions.

IV. DISPOSITION OF DEPOSIT; FEES. If escrow fails to close, the Deposit for each Transaction shall be disbursed, and escrow fees paid to Escrow Holder, as follows:

A. District-City Agreement:

1. If, regardless of fault of either the District or City, escrow fails to close or City determines it is not satisfied with the Property for its proposed project, City shall pay any and all of Escrow Holder’s fees and charges. Escrow Holder shall release the Deposit to City in this event.

2. In the event escrow fails to close through the fault of the City, City shall pay any and all of Escrow Holder’s fees and charges. Escrow Holder shall release the Deposit to District in this event.

B. District-Trust Agreement:

1. If, as a result of no fault of the Parties, escrow fails to close, City shall pay any and all of Title Company’s fees and charges. Escrow Holder shall release the Deposit to District and Trust, split 50-50, in this event.

2. In the event escrow fails to close through the fault of the Trust, Trust shall pay any and all escrow costs and expenses and neither City nor District shall be responsible for the payment of any expense with respect to the same. Escrow Holder shall release the Deposit to District in this event pursuant to the terms of the District-Trust Agreement.

3. In the event this escrow fails to close through the fault of City, City shall pay any and all escrow costs and expenses and neither Trust nor District shall be responsible for the payment of any expense with respect to the same. Escrow Holder shall release the Deposit to District and Trust, split 50-50, in this event.

4. In the event this escrow fails to close through the fault of District, District shall pay any and all escrow costs and expenses and neither City nor Trust shall #5..
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-7
be responsible for the payment of any expense with respect to the same. Escrow Holder shall transmit the Deposit to the Trust in this event.

V. EFFECT OF FAILURE OR TERMINATION OF AN AGREEMENT. If the District-Trust Agreement or District-City Agreement is terminated before Closing, or if either Transaction otherwise fails to close, Escrow Holder shall suspend Closing activity for both Transactions unless all Parties jointly instruct otherwise in writing. Following any such failure or termination, Escrow Holder shall continue to hold funds and documents pending: (a) joint written instructions from the Parties; (b) a final non-appealable court order; or (c) other disposition permitted or required by applicable law.

Escrow Holder shall have no duty to determine whether any asserted termination, default, or dispute is valid. If the Parties later wish to proceed with only one Transaction despite the original cross-condition, Escrow Holder may require revised written instructions expressly addressing: (a) waiver or modification of the concurrent-closing requirement; (b) authorization for any isolated closing; and (c) disposition of funds, documents, costs, and liabilities relating to the transaction that did not close.

VI. GENERAL PROVISIONS
A. Escrow Holder Authority and Protections. Escrow Holder acts solely as a limited escrow holder and shall have only the duties expressly stated in these Instructions, applicable law, and any later written instructions signed by the Parties and accepted by Escrow Holder. Without limiting the foregoing:

1. Escrow Holder has no duty to interpret the Agreements or resolve disputes among the Parties.

2. Escrow Holder may rely in good faith on documents, signatures, notices, wire instructions, payoff demands, and communications from legal counsel believed to be authentic and authorized.

3. Escrow Holder may decline to act on any instruction that is ambiguous, contradictory, incomplete, unauthorized, or that in Escrow Holder’s good-faith judgment is inconsistent with applicable law or recording or title requirements.

4. In the event of a dispute, Escrow Holder may continue to hold funds and documents pending joint written instructions signed by the Parties or court order, and may pursue interpleader or similar relief to the extent permitted by law.

B. Time of Essence; Dates. Time is of the essence with respect to stated deadlines, subject to the Agreements and any written extensions. Unless the context otherwise requires, all periods terminating on a given day, period of days, or date shall terminate at 5:00 p.m. (Pacific Time) on such date or dates. References to “days” shall refer to calendar days except if such references are to “business days” which shall refer to days which are not a Saturday, Sunday or a legal holiday under Section 6700 of the California Government Code. In the event that any date specified in an Agreement or these Instructions falls on a non-business day, such date shall be deemed to be the succeeding business day.

C. Amendment. Any amendment to these Instructions must be in writing and signed by the Parties, and accepted by Escrow Holder to the extent it imposes duties on Escrow Holder.

D. California Law. These Instructions shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law #5..
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JOINT ESCROW INSTRUCTIONS EXHIBIT C-8
principles. Any action or proceeding arising out of or relating to these Instructions or the Escrow Holder shall be brought only in a court located in County of Stanislaus, California.

E. Conflicts with Agreements. In the event of any conflict or inconsistency between the Agreements and these Instructions, Escrow Holder shall continue to hold funds and documents pending joint written instructions signed by the Parties regarding resolution of such conflict or inconsistency.

F. Counterparts and Copies. These Instructions may be executed in counterparts and all amendments and supplements may be executed in counterparts, and all counterparts together shall be construed as one document. A photocopy or electronic copy (including DocuSign) of the executed Instructions shall have the same force and effect as an original for all purposes.
[SIGNATURE PAGE FOLLOWS.]
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AGREEMENT FOR CONVEYANCE AND FUNDING OF REAL PROPERTY EXHIBIT C

AND JOINT ESCROW INSTRUCTIONS
The Parties have executed these Instructions on the dates indicated below.

DISTRICT:

Date:

SYLVAN UNION SCHOOL DISTRICT, a
California public school district
By:

Diolinda Peterson, Superintendent
TRUST:

Date:

TRUSTEES OF THE JACK AND ARLISS

PICKREL LIVING TRUST, DATED
NOVEMBER 23, 2005
By:

Albert Jackson, Trustee
By:

Craig Jackson, Trustee
By:

Mark Jackson, Trustee
By:

Brian Jackson, Trustee
CITY:

Date:

CITY OF MODESTO, a political subdivision
of the State of California
By:

Joseph P. Lopez, City Manager
Attest:

By:

Diane Nayares-Perez, City Clerk
Approved as to form:

By:

Jose M. Sanchez, City Attorney

ESCROW HOLDER ACKNOWLEDGMENT AND ACCEPTANCE
Chicago Title Company as Escrow Holder, acknowledges receipt of and agrees to act in accordance with these Instructions, subject to applicable California law and Escrow Holder’s customary internal procedures.

By: ____________________________________________
Name: __________________________________________
Title: ___________________________________________
Date: ___________________________________________
[END OF EXHIBIT C.]
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: July 21, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: Final Map and Subdivision Improvement Agreement of PPA-17 West Unit CONTACT: Jaspreet Mangat, Senior Civil Engineer, [email protected] 209-577-5253
DESCRIPTION:

Consider approving the Final Map and Subdivision Improvement Agreement (SIA) with Modesto 92 LP, a California Limited Partnership for the PPA-17 West Unit Subdivision consisting of roughly 18.735 acres located East of Oakdale Road and North of Floyed Avenue APN # 077-008-040. (Funding Source: Developer Fees) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Goal D, ensure safe, efficient, and reliable infrastructure.

BACKGROUND:

City Council approved Ordinance No. 3332-CS on October 28, 2003, to allow development of the Precise Plan No (PPA). 17 in the Village One Specific Plan.

NRB Investment, LLC filled an application for Vesting Tentative Subdivision Map of PPA17 to divide two parcels of approximately 34.7 acres located at the northeast corner of Floyd Avenue and Oakdale Road (APN 077-008-036 and 077-008-037) into 191 lots.

On January 8, 2024, the City of Modesto Planning Commission approved Resolution No. 2024-03 which approved the Tentative Subdivision Map (TSM 23-004) to facilitate 191 single-family residential lots, and four (4) landscape areas along Oakdale Road, Floyd Avenue, Orchard Parkway and Kodiak Drive.
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City Council, August 11, 2026
Final Map and Subdivision Improvement Agreement of PPA-17 West Unit

Page 2 of 3 ends

On June 11, 2024, following a public hearing and special election, Council approved (resolution 2024-224) the annexation of additional territory of PPA-17 Subdivision, to City of Modesto Community Facilities District No. 2004-1 (Village One #2).

The current owner of PPA-17 West Unit, Modesto 92, a California Limited Partnership, has requested the Council to approve the PPA-17 East West Unit Final Subdivision Map and Subdivision Improvement contains 18.735 acres, 99 residential lots, 1 landscape areas and approximately 4.588 acres offered for right-of-way dedication and is subject to be recorded with Stanislaus County.

DISCUSSION:

The public improvements for this project have not been completed. As required by Section 66462 of the California Subdivision Map Act and Section 4-4.605 of the Modesto Municipal Code, the owner, Modesto 92 LP, a California Limited Partnership has executed a Subdivision Improvement Agreement specifying that all improvements will be completed within 24 months from the date of Final Map recordation. The Subdivision Improvement Agreement requires the owner to furnish and supply the City with a payment bond and performance bond which provide security for completion of the public improvements.

The Final Map has been checked and certified by the Secretary of the Planning Commission, City Surveyor and the City Engineer and must be approved by Council prior to transmitting the map to the County Recorder.

Pursuant to the Subdivision Map Act, Section 66440, the Final Map contains a certificate for execution by the City Clerk Certifying that the Council approved the map and accepted, on behalf of the public, any real property offered for dedication for public use and in conformity with the terms of the offer of dedication.

When the public improvements required by the Subdivision Improvement Agreement have been completed and approved by staff, a notice of completion will be presented to Council which accepts the public improvements. As required by the Subdivision Improvement Agreement, the owner will file a warranty bond guaranteeing the work for one year after Council accepts the improvements.

FISCAL IMPACT:

All Map check fees for the map will be collected prior to recordation.

The Faithful Performance and Payment securities as required by the Modesto Municipal Code Section 4-4.605 will be in place with the City Clerk’s Office:
• A Faithful Performance security is required to secure faithful performance of the improvements. This security is required in an amount of 100% of the estimated cost of improvements to be performed.
• A Payment security is required to ensure the payment of the contractor, his/her subcontractors and to persons renting equipment or furnishing labor or #6..
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City Council, August 11, 2026
Final Map and Subdivision Improvement Agreement of PPA-17 West Unit

Page 3 of 3 ends

materials to them for said improvements. This security is required in an amount of 50% of the estimated cost of improvements to be performed. • A Warranty security is required to guarantee and warrant subdivision improvements for a period of one (1) year following completion and acceptance thereof against any defective work done, or defective materials furnished. This security is required prior to approval of the improvements in an amount of 10% of the estimated cost of improvements to be performed.

The City Engineer has determined that the required security is sufficient to cover the cost of said improvements, engineering, inspection, fees and incidental expenses. The securities on file with the City Clerk’s Office are based on the total Engineer’s Estimate of $1,099,742.00 for the value of all improvements to be constructed for PPA-17 West Unit.

COMMITTEE RECOMMENDATION:

This item did not go to Committee, as it is common practice that Final Maps, which are certified by the Secretary of the Planning Commission, do not go before a Council Committee.

CEQA/NEPA REQUIREMENTS:

This action is exempt from CEQA under Section 15268(b)(3), which exempts ministerial actions.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Final Map for PPA-17 West Unit, approving the Subdivision Improvement Agreement and authorizing the City Manager, or his designee, to execute the Subdivision Improvement Agreement with Modesto 92 LP, a California Limited Partnership and authorizing the City Clerk to certify the Final Map and record with the Stanislaus County Recorder’s Office.

Approved by:

Toby Wells, Director of Engineering
Services / City Engineer
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Subdivision Improvement Agreement
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08/11/2026/ESD/JMangat/Item? 1 2026-??

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION APPROVING THE FINAL MAP FOR PPA-17 WEST UNIT,

APPROVING THE SUBDIVISION IMPROVEMENT AGREEMENT AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE SUBDIVISION IMPROVEMENT AGREEMENT WITH MODESTO 92 LP, A

CALIFORNIA LIMITED PARTNERSHIP AND AUTHORIZING THE CITY

CLERK TO CERTIFY THE FINAL MAP AND RECORD WITH THE
STANISLAUS COUNTY RECORDER’S OFFICE
WHEREAS, the Precise Plan No 17 was approved into Village One Specific Plan by the City Council on October 28, 2003 by Ordinance No. 3332- C.S.; and
WHEREAS, Modesto 92 LP, a California Limited Partnership (“SUBDIVIDER”), is in possession of a tract of land situated in the City of Modesto, County of Stanislaus, known as PPA-17 West Unit (“SUBDIVISION”) consisting of 18.735 acres, within the Village one Specific Plan Area; and WHEREAS, a tentative subdivision map of the SUBDIVISION (TSM 23- 004) was approved by the City of Modesto Planning Commission on January 8, 2024, with conditions of approval as noted in Planning Commission Resolution Number 2024-03; and
WHEREAS, as required by Section 66462 of the California Subdivision Map Act and Section 4-4.605 of the Modesto Municipal Code, the SUBDIVIDER has executed a Subdivision Improvement Agreement; and
WHEREAS, following a public hearing and special election on June 11, 2024, by Resolution 2024-224, City Council approved the annexation of PPA-17 #6..
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08/11/2026/ESD/JMangat/Item? 2 2026-??
West Unit into the City of Modesto Community Facilities District No. 2004-1 (Village One # 2); and
WHEREAS, the Secretary of the Planning Commission of the City of Modesto and the City Engineer have certified that the final maps of said tracts substantially conform to the approved tentative subdivision maps; and WHEREAS, the City Engineer of the City of Modesto has certified that the final maps of said SUBDIVISIONS meet all of the provisions of the California Subdivision Map Act and the provisions of the Modesto Municipal Code relating to subdivisions, and the City Surveyor has determined that the maps are technically correct; and
WHEREAS, the public improvements required by the Planning Commission conditions of approval have not been completed; and WHEREAS, the SUBDIVIDER has furnished securities as set forth in Section 4-4.605 of the Modesto Municipal Code, which shall secure the obligations set forth in Section 66499.3 of the Government Code of the State of California. Said securities are in forms acceptable to the City Attorney and in the amounts required by the City Engineer.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Final Map of PPA-17 West Unit, approves the Subdivision Improvement Agreement, and authorizes the City Manager, or his designee, to execute the Agreements with Modesto 92 LP, a California Limited Partnership.
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08/11/2026/ESD/JMangat/Item? 3 2026-??
BE IT FURTHER RESOLVED that the dedications for public streets and easements as shown thereon within the boundaries of said tract be accepted on behalf of the public for public use.

BE IT FURTHER RESOLVED that the City Clerk is hereby authorized to certify the maps of said tracts on behalf of the City of Modesto after the fees and deposits required by the Modesto Municipal Code in amounts determined by the City Engineer have been paid.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of August, 2026, 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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8/6/2026
PPA-17 West Unit, Agreement - Improvements Not Completed Annexation to CFD completed
1 Recording Requested by:

City of Modesto
When Recorded Return to:

City of Modesto
Attention: City Clerk
1010 10th Street
Modesto, CA 95353
File No.:

SPACE ABOVE THIS LINE FOR RECORDER'S USE
SUBDIVISION AGREEMENT – PPA-17 WEST UNIT
This Agreement is made and entered into in the City of Modesto, County of Stanislaus, State of California, as of this _______ day of ______________________, 2026, by and between the CITY OF MODESTO, a municipal corporation of the State of California, ("CITY"), on the one hand, and Modesto 92 LP, a California Limited Partnership, (SUBDIVIDER).

This Agreement is made with reference to the following recitals:

A. The SUBDIVIDER is possessed of a tract of land consisting of 18.735 acres, lying in the CITY of Modesto, County of Stanislaus, commonly known as PPA-17 West Unit Subdivision ("SUBDIVISION").

B. A tentative map of said subdivision was approved by the CITY Planning Commission on the 8th day of January 2024, by Resolution No. 2024-03 and subject to conditions contained therein.

C. The final map FM2024-00197 of the SUBDIVISION has been approved by the Secretary of the CITY Planning Commission and the CITY Engineer. #6..
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8/6/2026
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2 D. Section 4-4.604(c) of the Modesto Municipal Code, regulating the subdivision of land in the CITY, requires that the SUBDIVIDER shall execute and file an agreement between itself and the CITY relating to the improvements to be made in the SUBDIVISION ("IMPROVEMENTS"), prior to the approval by the CITY Council of the final map.

E. The SUBDIVIDER has requested the City to approve and record the final map for Phase 2, commonly referred to as PPA-17 West Unit Subdivision (“FINAL MAP”).

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the parties hereto mutually agree as follows:

1. It is intended and determined that the provisions of this Agreement shall constitute covenants which shall run with the SUBDIVISION and the benefits and burdens hereof shall bind and inure to all successors in interest to the parties hereto.

2. A. IMPROVEMENTS. TIME LIMIT. The SUBDIVIDER agrees to cause all the IMPROVEMENTS to be made and constructed in the FINAL MAP of the SUBDIVISION to fully comply with the requirements of the Modesto Municipal Code and the Subdivision Map Act of the State of California, according to the improvement plans prepared by DF Engineering Inc. as is related to PPA-17 West Unit Subdivision, comprised of 26 sheets of civil improvement plans, and 15 sheets of Landscaping Improvements dated August 02, 2024, which were approved by the CITY Engineer on 7th day of August 2024 and any changes or alterations in such work required by the CITY Engineer, and to pay for any materials, provisions, provender or other supplies used in, upon, for or about the performance of said work, or for any work or labor done thereon of #6..
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any kind, or for any amounts due under the Unemployment Insurance Act with respect to such work or labor. The SUBDIVIDER agrees to complete said work on or before twenty-four (24) months from the date of the recording of the final map of the SUBDIVISION; provided, however, that the CITY Manager is hereby authorized to extend the time within which said improvements shall be completed for additional periods not to exceed six (6) months each if he is of the opinion that granting the extension will not be detrimental to the public welfare. No such extensions shall be made except upon the basis of a written application made by the SUBDIVIDER, stating fully the grounds of the application and the facts relied upon them for such an extension. In the event that the SUBDIVIDER shall fail to complete such work within said time, the CITY may complete the same and recover the full cost and expense thereof from the SUBDIVIDER.

B. PUBLIC FACILITIES. The SUBDIVIDER warrants that the
SUBDIVIDER has previously taken all actions reasonably necessary to secure, establish and annex to the Village One, No. 2 Community Facilities District No. 2004-1, a CITY Mello-Roos Community Facilities District ("CFD") for the Village One Specific Plan ("SPECIFIC PLAN") for the capital improvements and ongoing maintenance set forth in the Specific Plan. If said CFD has been established for the Specific Plan, the SUBDIVIDER has taken all actions reasonably necessary to annex the SUBDIVISION to said CFD, which has actually resulted in annexation of the SUBDIVISION to said CFD at the tax rate for the zone of said CFD to which the SUBDIVISION has been ultimately annexed; or alternatively, complete annexation did not occur and the SUBDIVIDER has provided a funding mechanism for said capital improvements and ongoing maintenance to the same general standard as other similar capital improvements and ongoing #6..
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maintenance financed by said CFD which has been approved by the CITY.

3. INSPECTIONS. REIMBURSEMENT OF COSTS. The CITY Engineer shall inspect all of the IMPROVEMENTS made in the SUBDIVISION to see that they comply with the CITY subdivision regulations, and the SUBDIVIDER shall reimburse the CITY for the cost of such inspections prior to acceptance of the SUBDIVISION; provided, however, that on or before December 31st of each year, the CITY shall invoice the SUBDIVIDER for the cost of inspection for any improvements inspected during the prior year, and the SUBDIVIDER shall pay the full amount stated in the invoice within thirty (30) days of the date of said invoice.

4. SECURITIES. The SUBDIVIDER shall file with this agreement two (2) improvement securities as set forth in Section 4-4.605(b) of the Modesto Municipal Code, each to be in an amount based upon the total estimated cost of the IMPROVEMENTS as determined by the CITY Engineer. One improvement security shall secure faithful performance of this agreement as required by Section 66499.3(a) of the Government Code of the State of California and shall be in an amount equal to One Million Ninety-Nine Thousand Seven Hundred Forty-Two ($1,099,742) . The second improvement security shall, as required by Section 66499.3(b) of the Government Code of the State of California, secure the obligations set forth in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California for payment to the contractor, his subcontractors and to persons renting equipment or furnishing labor or materials to them for said improvement, and shall be in an amount equal to Five Hundred Forty-Nine Thousand Eight Hundred Seventy-One ($549,871) . SUBDIVIDER shall secure and maintain improvement securities until said IMPROVEMENTS have been #6..
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completed and accepted by City's Council, unless otherwise agreed by CITY in writing.

The SUBDIVIDER shall file with this agreement a Guarantee and Warranty Security as set forth in Section 4-4.605(e) of the Modesto Municipal Code in the amount of Three Hundred Sixteen Thousand Thirty-Nine ($316,039), ten percent (10%) of the estimated cost of the IMPROVEMENTS to guarantee and warrant the IMPROVEMENTS for a period of one (1) year following the completion and acceptance thereof by City Council against any defective work or labor done, or defective materials furnished.

Any bond(s) shall be executed by a surety company authorized to transact a surety business in the State of California. The required securities shall be approved by the Director of Finance as to sufficiency and by the CITY Attorney as to form. In the event that any security required by this Paragraph 4 is not renewed or maintained, or otherwise lapses or expires, prior to completion of the IMPROVEMENTS, SUBDIVIDER shall notify CITY, in writing by personal delivery or certified mail, return receipt requested, of said lapse or expiration at least thirty (30) calendar days prior to the last effective date of said security. At least ten (10) calendar days prior to the lapse or expiration of said security, SUBDIVIDER shall renew said security or secure alternative security sufficient to satisfy SUBDIVIDER's duties and obligations under this Paragraph 4, in a form approved by the City Attorney. Should SUBDIVIDER fail to (a) renew or maintain security, (b) give notice prior to the lapse or expiration of said security, or (c) otherwise comply with any provision in this Paragraph 4, CITY may, in its sole discretion, deem any such failure to be a material breach of this Agreement and/or may immediately terminate this agreement.

5. HOLD HARMLESS. The SUBDIVIDER shall defend, indemnify, and hold harmless the CITY and its agents, officers, and employees from any claim, action, or #6..
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proceeding against the CITY and its agents, officers, or employees to attack, set aside, void, or annul, an approval of the CITY or its advisory agency, appeal board, or legislative body concerning the SUBDIVISION, which action is brought within the time period provided for in Section 66499.37 of the Government Code of the State of California. The CITY shall promptly notify the SUBDIVIDER of any claim, action, or proceedings and shall cooperate fully in the defense.

6. SUCCESSORS AND ASSIGNS. This agreement shall inure to the benefit of and be binding upon the successors and assigns of the respective parties hereto.

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

8. WAIVER. Any waiver by CITY of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure of CITY to take action on any breach or default of SUBDIVIDER or to pursue any remedy allowed under this Agreement or applicable law. Consent by CITY to any act or omission by SUBDIVIDER shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for CITY's written consent to future waivers.

9. HEADINGS NOT CONTROLLING. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

10. LANGUAGE CONSTRUCTION. The language of each and all paragraphs, terms and/or provisions of this Agreement, shall, in all cases and for any and all purposes, and in any way and all circumstances whatsoever, be construed as a whole, according to its fair meaning and not for or against any party hereto and with no regard #6..
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whatsoever to the identity or status of any person or persons who drafted all or any portion of this Agreement.

11. THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this Agreement.
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. __________, adopted by the Council of the City of Modesto on the _______ day of _________________, 2026, and the SUBDIVIDER has caused this agreement to be executed. #6..
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CITY:

CITY OF MODESTO,
a California municipal corporation
By:________________________________

JOSEPH LOPEZ
City Manager
SUBDIVIDER:

Modesto 92 LP,
a California Limited Partnership
By: MHP Builders, Inc., a California
corporation
Title: General Partner
ATTEST:

By:

DIANE NAYARES-PEREZ
City Clerk
By:

Name: Garrett Drebert
(Please Print)
Title: Director Of Land Development
Date:

APPROVED AS TO FORM:

By:

JOSE M. SANCHEZ
City Attorney
(SEAL)
APPROVED AS TO SUFFICIENCY:

By:

TOBY WELLS
City Engineer
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate
seal.

Partnership - signature of a partner
required
Sole Proprietorship - signature of proprietor
required
LLC – signature of proprietor or partner
required
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: July 22, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: Final Map and Subdivision Improvement Agreement for Arcadia Tivoli Unit 2 CONTACT: Jaspreet Mangat, Senior Civil Engineer, [email protected], 209-577-5253
DESCRIPTION:

Consider approving the Final Map and Subdivision Improvement Agreement (SIA) with KB Home North Bay LLC, a Delaware Limited Liability Company for the Arcadia Tivoli Unit 2 Subdivision consisting of roughly 10.64 acres located North of Sylvan on future Aria Way APN # 083-006-054. (Funding: Developer Fees)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Goal D, ensures safe, efficient, and reliable infrastructure.

BACKGROUND:

The 454-acre Tivoli Specific Plan was adopted by the City Council on February 26, 2008, by Ordinance No. 3479-C.S. Tivoli Specific Plan provides for uses including commercial, school, parks, and residential development of a variety of densities as outlined by the land use diagram and development standards of the Specific Plan.

On April 5, 2022, Arcadia Development Company submitted an application for the Vesting Tentative Subdivision Map of Tivoli Arcadia Unit 1 and 2 consisting of approximately 29.3 acres located north of Sylvan Avenue on a future extension of Aria Way and north of City Well 54. The applicant proposed 141 residential lots and seven landscape lots including storm basin.
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Final Map and Subdivision Improvement Agreement for Arcadia Tivoli Unit 2

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On October 3, 2022, the City of Modesto Planning Commission approved Resolution No. 2022-28 which approved the Tentative Subdivision Map (TSM 22-001) of Tivoli Arcadia Unit 1 and 2 to facilitate 141 single-family residential lots, and four (4) landscape lots.

On September 24, 2024, following a public hearing and special election, Council approved (Resolution 2024-279) to form the City of Modesto Community Facilities District (CFD) No. 2024-1 (Tivoli). Arcadia Tivoli Units 1 and 2 were annexed into the Tivoli CFD following City Council approval of Resolution No. 2025-264 on July 22, 2025.

The current owner of Arcadia Tivoli Unit 2 Subdivision, KB Home North Bay LLC, A Delaware Limited Liability Company, has requested approval of the Subdivision Improvement Agreement and Tivoli Arcadia Unit 2 Subdivision Final Map (FM2024-00132 Unit 2) of 10.64 acres, 70 residential lots on 8.10 acres, three (3) landscape areas and approximately 2.54 acres offered for right-of-way dedication to be recorded with Stanislaus County Recorder’s Office.

DISCUSSION:

The public improvements for this project have not been completed. As required by Section 66462 of the California Subdivision Map Act and Section 4-4.605 of the Modesto Municipal Code, the owner, KB Home North Bay LLC, a Delaware Limited Liability Company has executed a Subdivision Improvement Agreement specifying that all improvements will be completed within 24 months from the date of Final Map recordation.

The Subdivision Improvement Agreement requires the owner furnish and supply the City a payment bond and performance bond which provide security for completion of the public improvements.

The Final Map has been checked and certified by the Secretary of the Planning Commission, City Surveyor and the City Engineer and must be approved by Council prior to transmitting the map to the County Recorder.

Pursuant to the Subdivision Map Act, Section 66440, the Final Map contains a certificate for execution by the City Clerk Certifying that the Council approved the map and accepted, on behalf of the public, any real property offered for dedication for public use and in conformity with the terms of the offer of dedication.

When the public improvements required by the Subdivision Improvement Agreement have been completed and approved by staff, a notice of completion will be presented to Council which accepts the public improvements. As required by the Subdivision Improvement Agreement, the owner will file a warranty bond guaranteeing the work for one (1) year after Council accepts the improvements.

FISCAL IMPACT:

All Map check fees for the map will be collected prior to recordation. #7..
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Final Map and Subdivision Improvement Agreement for Arcadia Tivoli Unit 2

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The Faithful Performance and Payment securities as required by the Modesto Municipal Code Section 4-4.605 will be in place with the City Clerk’s Office:
• A Faithful Performance security is required to secure faithful performance of the improvements. This security is required in an amount of 100% of the estimated cost of improvements to be performed.
• A Payment security is required to ensure the payment of the contractor, his/her subcontractors and to persons renting equipment or furnishing labor or materials to them for said improvements. This security is required in an amount of 50% of the estimated cost of improvements to be performed. • A Warranty security is required to guarantee and warrant subdivision improvements for a period of one (1) year following completion and acceptance thereof against any defective work done, or defective materials furnished. This security is required prior to approval of the improvements in an amount of 10% of the estimated cost of improvements to be performed.

The City Engineer has determined that the required security is sufficient to cover the cost of said improvements, engineering, inspection, fees and incidental expenses. The securities on file with the City Clerk’s Office are based on the total Engineer’s Estimate of $1,554,218.05 for the value of all improvements to be constructed for Arcadia Tivoli Unit

2. COMMITTEE RECOMMENDATION:

This item did not go to Committee, as it is common practice that Final Maps, which are certified by the Secretary of the Planning Commission, do not go before a Council Committee.

CEQA/NEPA REQUIREMENTS:

This action is exempt from CEQA under Section 15268(b)(3), which exempts ministerial actions.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Final Map for Arcadia Tivoli Unit 2, approving the Subdivision Improvement Agreement and authorizing the City Manager, or his designee, to execute the Subdivision Improvement Agreement with KB Home North Bay LLC, a Delaware Limited Liability Company, and authorizing the City Clerk to certify the Final Map and record with the Stanislaus County Recorder’s Office.
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Final Map and Subdivision Improvement Agreement for Arcadia Tivoli Unit 2

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Approved by:

Toby Wells, Director of Engineering
Services / City Engineer
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Subdivision Improvement Agreement
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MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION APPROVING THE FINAL MAP FOR ARCADIA TIVOLI UNIT 2,

APPROVING THE SUBDIVISION IMPROVEMENT AGREEMENT AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE

SUBDIVISION IMPROVEMENT AGREEMENT WITH KB HOME NORTH BAY

LLC, A DELAWARE LIMITED LIABILITY COMPANY AND AUTHORIZING THE

CITY CLERK TO CERTIFY THE FINAL MAP AND RECORD WITH THE STANISLAUS COUNTY RECORDER’S OFFICE.

WHEREAS, the Tivoli Specific Plan was adopted by the City Council on February 28, 2008 by Ordinance No. 3479-C.S.; and
WHEREAS, KB Home North Bay LLC, a Delaware Limited Liability Company (“SUBDIVIDER”), is in possession of a tract of land situated in the City of Modesto, County of Stanislaus, known as Arcadia Tivoli Unit 2 (“SUBDIVISION”) consisting of 10.64 acres, within the Tivoli Specific Plan Area; and
WHEREAS, a tentative subdivision map of the SUBDIVISION (TSM 22- 001) was approved by the City of Modesto Planning Commission on October 3, 2022, with conditions of approval as noted in Planning Commission Resolution Number 2022-28; and
WHEREAS, as required by Section 66462 of the California Subdivision Map Act and Section 4-4.605 of the Modesto Municipal Code, the SUBDIVIDER has executed a Subdivision Improvement Agreement; and
WHEREAS, following a public hearing and special election on September 24, 2024, by Resolution 2024-279, City Council approved the establishment of Community Facilities District No. 2024-1 (Tivoli), and approved annexation of #7..
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Arcadia Tivoli Unit 2 into the Tivoli CFD by Resolution 2025-264 on July 22, 2025; and
WHEREAS, the Secretary of the Planning Commission of the City of Modesto and the City Engineer have certified that the final maps of said tracts substantially conforms to the approved tentative subdivision maps; and WHEREAS, the City Engineer of the City of Modesto has certified that the final maps of said SUBDIVISIONS meet all of the provisions of the California Subdivision Map Act and the provisions of the Modesto Municipal Code relating to subdivisions, and the City Surveyor has determined that the maps are technically correct; and
WHEREAS, the public improvements required by the Planning Commission conditions of approval have not been completed; and WHEREAS, the SUBDIVIDER has furnished securities as set forth in Section 4-4.605 of the Modesto Municipal Code, which shall secure the obligations set forth in Section 66499.3 of the Government Code of the State of California. Said securities are in forms acceptable to the City Attorney and in the amounts required by the City Engineer.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Final Map of Arcadia Tivoli Unit 2, approves the Subdivision Improvement Agreement, and authorizes the City Manager, or his designee, to execute the Agreements with KB Home North Bay LLC, a Delaware Limited Liability Company.
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BE IT FURTHER RESOLVED that the dedications for public streets and easements as shown thereon within the boundaries of said tract be accepted on behalf of the public for public use.

BE IT FURTHER RESOLVED that the City Clerk is hereby authorized to certify the maps of said tracts on behalf of the City of Modesto after the fees and deposits required by the Modesto Municipal Code in amounts determined by the City Engineer have been paid.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of August, 2026, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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1 Recording Requested by:

City of Modesto
When Recorded Return to:

City of Modesto
Attention: City Clerk
1010 10th Street
Modesto, CA 95353
File No.:

SPACE ABOVE THIS LINE FOR RECORDER'S USE
SUBDIVISION AGREEMENT – Arcadia Tivoli Unit 2
This Agreement is made and entered into in the City of Modesto, County of Stanislaus, State of California, as of this _______ day of ______________________, 2026, by and between the CITY OF MODESTO, a municipal corporation of the State of California, ("CITY"), on the one hand, and KB Home North Bay LLC, a Delaware Limited Liability Company, (SUBDIVIDER).

This Agreement is made with reference to the following recitals:

A. The SUBDIVIDER is possessed of a tract of land consisting of 10.64 acres, lying in the CITY of Modesto, County of Stanislaus, commonly known as Arcadia Tivoli Unit 2 Subdivision ("SUBDIVISION").

B. A tentative map of said subdivision was approved by the CITY Planning Commission on the 3rd day of October, 2022, by Resolution No. 2022-28 and subject to conditions contained therein.

C. The final map (FM2023-00132 Unit 2) of the SUBDIVISION has been approved by the Secretary of the CITY Planning Commission and the CITY Engineer. #7..
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2 D. Section 4-4.604(c) of the Modesto Municipal Code, regulating the subdivision of land in the CITY, requires that the SUBDIVIDER shall execute and file an agreement between itself and the CITY relating to the improvements to be made in the SUBDIVISION ("IMPROVEMENTS"), prior to the approval by the CITY Council of the final map.

E. The SUBDIVIDER has requested the CITY to approve and record the final map for Arcadia Tivoli Unit 2 (“FINAL MAP”).

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the parties hereto mutually agree as follows:

1. It is intended and determined that the provisions of this Agreement shall constitute covenants which shall run with the SUBDIVISION and the benefits and burdens hereof shall bind and inure to all successors in interest to the parties hereto.

2. A. IMPROVEMENTS. TIME LIMIT. The SUBDIVIDER agrees to cause all the IMPROVEMENTS to be made and constructed in the FINAL MAP of the SUBDIVISION to fully comply with the requirements of the Modesto Municipal Code and the Subdivision Map Act of the State of California, according to the improvement plans prepared by O’Dell Engineering, a Westwood Company as is related to Arcadia Tivoli Unit 2, comprised of 38 sheets of Civil Improvements dated August 23, 2024 and approved by the CITY Engineer on 16th day of September, 2024 and any changes or alterations in such work required by the CITY Engineer, and to pay for any materials, provisions, provender or other supplies used in, upon, for or about the performance of said work, or for any work or labor done thereon of any kind, or for any amounts due under the #7..
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Unemployment Insurance Act with respect to such work or labor. The SUBDIVIDER agrees to complete said work on or before twenty-four (24) months from the date of the recording of the final map of the SUBDIVISION; provided, however, that the CITY Manager is hereby authorized to extend the time within which said improvements shall be completed for additional periods not to exceed six (6) months each if he is of the opinion that granting the extension will not be detrimental to the public welfare. No such extensions shall be made except upon the basis of a written application made by the SUBDIVIDER, stating fully the grounds of the application and the facts relied upon them for such an extension. In the event that the SUBDIVIDER shall fail to complete such work within said time, the CITY may complete the same and recover the full cost and expense thereof from the SUBDIVIDER.

B. PUBLIC FACILITIES. The SUBDIVIDER warrants that the
SUBDIVIDER has previously taken all actions reasonably necessary to secure, establish and annex to the Tivoli Community Facilities District No. 2024-1, a CITY Mello-Roos Community Facilities District ("CFD") for the Tivoli Specific Plan ("SPECIFIC PLAN") for the capital improvements and ongoing maintenance set forth in the Specific Plan or, if said CFD has been established for the Specific Plan, the SUBDIVIDER has taken all actions reasonably necessary to annex the SUBDIVISION to said CFD, which has actually resulted in annexation of the SUBDIVISION to said CFD at the tax rate for the zone of said CFD to which the SUBDIVISION has been ultimately annexed; or alternatively, complete annexation did not occur and the SUBDIVIDER has provided a funding mechanism for said capital improvements and ongoing maintenance to the same general standard as other similar capital improvements and ongoing maintenance #7..
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financed by said CFD which has been approved by the CITY.

3. INSPECTIONS. REIMBURSEMENT OF COSTS. The CITY Engineer shall inspect all of the IMPROVEMENTS made in the SUBDIVISION to see that they comply with the CITY subdivision regulations, and the SUBDIVIDER shall reimburse the CITY for the cost of such inspections prior to acceptance of the SUBDIVISION; provided, however, that on or before December 31st of each year, the CITY shall invoice the SUBDIVIDER for the cost of inspection for any improvements inspected during the prior year, and the SUBDIVIDER shall pay the full amount stated in the invoice within thirty (30) days of the date of said invoice.

4. SECURITIES. The SUBDIVIDER shall file with this agreement two (2) improvement securities as set forth in Section 4-4.605(b) of the Modesto Municipal Code, each to be in an amount based upon the total estimated cost of the IMPROVEMENTS as determined by the CITY Engineer. One improvement security shall secure faithful performance of this agreement as required by Section 66499.3(a) of the Government Code of the State of California and shall be in an amount equal to one hundred percent (100%) of the estimated cost ($1,554,218.05) of the
IMPROVEMENTS. The second improvement security shall, as required by Section 66499.3(b) of the Government Code of the State of California, secure the obligations set forth in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California for payment to the contractor, his subcontractors and to persons renting equipment or furnishing labor or materials to them for said improvement, and shall be in an amount equal to fifty percent (50%) of the total estimated cost ($777,109.03) of the IMPROVEMENTS. SUBDIVIDER shall secure and maintain improvement securities #7..
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until said IMPROVEMENTS have been completed and accepted by City's Council, unless otherwise agreed by CITY in writing.

The SUBDIVIDER shall file with this agreement a Guarantee and Warranty Security as set forth in Section 4-4.605(e) of the Modesto Municipal Code in the amount of ten percent (10%) of the estimated cost of the IMPROVEMENTS to guarantee and warrant the IMPROVEMENTS for a period of one (1) year following the completion and CITY acceptance thereof against any defective work or labor done, or defective materials furnished.

Any bond(s) shall be executed by a surety company authorized to transact a surety business in the State of California. The required securities shall be approved by the Director of Finance as to sufficiency and by the CITY Attorney as to form. In the event that any security required by this Paragraph 4 is not renewed or maintained, or otherwise lapses or expires, prior to completion of the IMPROVEMENTS, SUBDIVIDER shall notify CITY, in writing by personal delivery or certified mail, return receipt requested, of said lapse or expiration at least thirty (30) calendar days prior to the last effective date of said security. At least ten (10) calendar days prior to the lapse or expiration of said security, SUBDIVIDER shall renew said security or secure alternative security sufficient to satisfy SUBDIVIDER's duties and obligations under this Paragraph 4, in a form approved by the City Attorney. Should SUBDIVIDER fail to (a) renew or maintain security, (b) give notice prior to the lapse or expiration of said security, or (c) otherwise comply with any provision in this Paragraph 4, CITY may, in its sole discretion, deem any such failure to be a material breach of this Agreement and/or may immediately terminate this agreement.

5. HOLD HARMLESS. The SUBDIVIDER shall defend, indemnify, and hold #7..
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harmless the CITY and its agents, officers, and employees from any claim, action, or proceeding against the CITY and its agents, officers, or employees to attack, set aside, void, or annul, an approval of the CITY or its advisory agency, appeal board, or legislative body concerning the SUBDIVISION, which action is brought within the time period provided for in Section 66499.37 of the Government Code of the State of California. The CITY shall promptly notify the SUBDIVIDER of any claim, action, or proceedings and shall cooperate fully in the defense.

6. SUCCESSORS AND ASSIGNS. This agreement shall inure to the benefit of and be binding upon the successors and assigns of the respective parties hereto.

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

8. WAIVER. Any waiver by CITY of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure of CITY to take action on any breach or default of SUBDIVIDER or to pursue any remedy allowed under this Agreement or applicable law. Consent by CITY to any act or omission by SUBDIVIDER shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for CITY's written consent to future waivers.

9. HEADINGS NOT CONTROLLING. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

10. LANGUAGE CONSTRUCTION. The language of each and all paragraphs, terms and/or provisions of this Agreement, shall, in all cases and for any and all purposes, and in any way and all circumstances whatsoever, be construed as a whole, #7..
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according to its fair meaning and not for or against any party hereto and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this Agreement.

11. THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this Agreement.
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. __________, adopted by the Council of the City of Modesto on the _______ day of _________________, 2026, and the SUBDIVIDER has caused this agreement to be executed. #7..
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CITY:

CITY OF MODESTO,
a California municipal corporation
By:________________________________

JOSEPH LOPEZ
City Manager
SUBDIVIDER:

KB Home North Bay LLC,
a Delaware Limited Liability Company
By:

Name:
(Please Print)
Title:

Date:

ATTEST:

By:

DIANE NAYARES-PEREZ
City Clerk
By:

Name:
(Please Print)
Title:

Date:

APPROVED AS TO FORM:

By:

JOSE M. SANCHEZ
City Attorney
(SEAL)
APPROVED AS TO SUFFICIENCY:

By:

TOBY WELLS
City Engineer
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate
seal.

Partnership - signature of a partner
required
Sole Proprietorship - signature of proprietor
required
LLC – signature of proprietor or partner
required
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: June 22, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Monthly Investment Report – May 2026
CONTACT: Calogero Maniscalco, Senior Financial Analyst
[email protected], 209-577-5219
DESCRIPTION:

Consider accepting the Monthly Investment Report for May 2026. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

This recommended action supports the City’s 2025-2026 Strategic Plan Goal H:

Achieve Long-Term Financial Sustainability.

BACKGROUND:

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

DISCUSSION:

It is the function of the Finance Department to deposit and invest funds in accordance with sound treasury management and to safeguard the principal and maintain the liquidity needs of the City. The purpose of the Monthly Investment Report is to keep the City Council and City Manager informed of the City’s investment portfolio. As shown in #8..
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City Council, August 11, 2026
Monthly Investment Report – May 2026

Page 2 of 2 ends

Attachment 2, on May 31, 2026, the City had a closing market value of $513,868,628 in its investment portfolio.

FISCAL IMPACT:

In May, the approximate yield of the City’s combined investments was 4.21% (see attachment 3) on a weighted average. For the portfolio of securities alone, the yield to maturity on cost was 4.29%. For comparative purposes, the yields (as of May 31, 2026) of other investments commonly used by public agencies are listed below:

Local Agency Investment Fund: 3.81%
1-Year U.S. Treasury Note: 3.91%
2-Year U.S. Treasury Note: 4.00%

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

COMMITTEE RECOMMENDATION:

Because this item is being presented as informational to share the monthly Investment Report to Council and the public, it is not required to be reviewed by a Council Committee.

CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion accepting the Monthly Investment Report for May 2026.

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.

Sector Allocation
May 31, 2026 versus April 30, 2026
Sector May 31, 2026 April 30, 2026 Change in Allocation Permitted by Policy
U.S. Treasury 37.7% 38. 0% -0.3% 100%
Federal Agency CMO 16.1% 15. 8% 0.2% 100%
Negotiable CD 0.7% 0.7% 0.0% 30%
Corporate Note 21.5% 21.1 % 0.4% 30%
Asset -Backed 13.8% 12. 4% 1.3% 20%
Municipal 0.2% 0.2% 0.0% 100%
CAMP 10.0% 11.7% -1.7% 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 minutes from the Federal Open Market Committee (FOMC or Fed) April meeting considered shifting towards a more neutral policy stance. We continue to see a high bar for rate hikes and view a prolonged pause as the most likely policy path. Kevin Warsh has been sworn in as Fed Chair and now faces a more hawkish, divided committee ahead of his first FOMC meeting on June 16 –17.

Elevated inflation continues to weigh on household income, with real disposable personal income declining 1.1% year -over year. While real consumer spending remains positive, momentum is moderating.

Some of this resilience reflects a decline in the personal savings rate, which at 2.6% is its lowest level since 2022.

During the month, in the Long -Term Portfolio, we bought one U.S. Treasury security that matures in five years. Additionally, we bought two asset -backed securities and two corporate notes. We also purchased one U.S. Treasury security that matures in one year in the Short -Term Portfolio.

Investment Type No. of Amount Invested
CAMP 1 $51,517,300.19
Federal Agency CMO 29 $82,642,732.36
U.S. Treasury 42 $193,750,170.01
Negotiable CD 1 $3,506,748.00
Corporate Note 47 $110,634,354.37
Asset-Backed 43 $70,691,203.42
Municipal 1 $1,126,119.58
Total Invested 164 $513,868,627.93
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Long -Term Portfolio Total Return
May 31, 2026
1 Month Trailing
12 Months
Trailing 36
Months
Trailing 60
Months
Since
Inception 5
City of Modesto Investment Portfolio 1,2,3 0.10% 3.91% 4.45% 1.84% 2.30% Modesto Performance Benchmark 40.03% 3.41% 4.02% 1.45% 1.99% Average Portfolio Yields
May 31, 2026
Past
Month
Past 3
Months
Past
Year
Past 3
Years
Past 5
Years
City of Modesto Investment Portfolio 4.29% 4.27% 4.21% 3.41% 2.80% City of Modesto Short -Term Portfolio 3.88% 3.94% 4.01% 4.77% -

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 BofA 1 -3 Year U.S. Treasury Index, and is now the ICE BofA 1 -5 Year U.S. Treasury Index, sourced from Bloomberg Finance L.P.

5. Inception date is 3/31/04.

PERFORMANCE
Yields on 3-month, 2 -year, and 10 -year U.S. Treasuries ended the month at 3.64%, 4.00%, and 4.98% representing changes of -3 bps, +11 bps, and -1 bps, respectively. Investment -grade (IG) corporate bond spreads continued to retrace notably from mid-March wides, generating strong excess returns for the month.

Spreads on asset -backed securities (ABS) generated positive excess returns for the month as spreads retraced the widening from earlier in the year. The spread differential between Corporates and ABS is now slightly below two-year averages. Mortgage -backed securities (MBS) sector ended the month firmly positive across most collateral and coupon structures despite heightened volatility.

Both the portfolio and its benchmark returned positive performance in May. The portfolio outperformed the benchmark by 7 basis points (0.07%). Since inception, the portfolio continues to produce strong performance and has outperformed the benchmark by 31 basis points each year on average .

Detail may not add to total due to rounding
$79.6
$20.8
$48.6
$110.2
$119.5
$135.1
$0.0
$25.0
$50.0
$75.0
$100.0
$125.0
$150.0
Under 6 Months 6-12 Months 1-2 Years 2-3 Years 3-4 Years 4-5 Years Millions
Maturity Distribution
May 31, 2026
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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

0.34%
Fiscal Year -to-Date Income Return

3.58%
Prior 12 Months Income Return

3.89%
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Economic Summary
The Consumer: An Overview
Source: U.S. Credit Card Balances – Bloomberg GDP CUR$ Index, Board of Governors of the Federal Reserve System. Personal Savings Rate – Bloomberg PIDSDPS Index and CPI YOY Index.

3.0%

3.2%

3.4%

3.6%

3.8%

4.0%

4.2%

4.4%
$0.0
$0.2
$0.4
$0.6
$0.8
$1.0
$1.2
$1.4
2022 2023 2024 2025 2026
Billions
U.S. Credit Card Balances
Credit Card Balances % GDP
0%
5%
10%
May-22 May-23 May-24 May-25 May-26
Hundreds
Personal Savings Rate
Personal Saving Rate CPI Inflation
Personal Savings Rate
Averaged 6.2% for
2010 -2019
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Source: Congressional Budget Office January 2026 economic projections, Bureau of Labor Statistics. Bloomberg Finance L.P., as of May 2026. Monthly change in nonfarm payrolls and unemployed workers as of May 2026. Job openings as of April 2026.

Data is seasonally adjusted.

Economic Summary
Unemployment and Labor Force Participation Rates
May -26

4.3%
3%
4%
5%
2022 2023 2024 2025 2026
Unemployment Rate
78 87
53 9
155
33 134
237
-48
42 67
108
13 -20
64 -70
76 -140
41 -17
160
-156
214
179
172
-250
-150
-50
50 150
250
350
May-24
Aug-24
Nov-24
Feb-25
May-25
Aug-25
Nov-25
Feb-26
May-26
Thousands
Monthly Change In
Nonfarm Payrolls
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Source: ICE BofA Indices via Bloomberg Finance L.P., MarketAxess and PFMAM as of 6/11/2026. Spreads on Agency, ABS, and MBS are option -adjusted spreads of 0 -5 year indices based on weighted average life; spreads on agencies are relative to comparable maturity Treasuries.

Economic Summary
Sector Yield Spreads
-0.2%
-0.1%

0.0%

0.1%

0.2%

0.3%
Jun-24 Dec-24 Jun-25 Dec-25 Jun-26
Federal Agency Yield Spread

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%
Jun-24 Dec-24 Jun-25 Dec-25 Jun-26
1-5 Yr. AAA -A Corp

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%
Jun-24 Dec-24 Jun-25 Dec-25 Jun-26
Asset -Backed Securities AAA Yield Spreads
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U.S. Treasury Yields
Source: Bloomberg Finance L.P., as of 5/31/2026.

Economic Summary

3.00%

3.50%

4.00%

4.50%

5.00%

5.50%
3 M
1 Y
2 Y
3 Y
4 Y
5 Y
10 Y
30 Y
Maturity
May 31, 2026
April 30, 2026
December 31, 2025
#8..
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The views expressed within this material constitute the perspective and judgment of U.S.

Bancorp Asset Management, Inc. at the time of distribution and are subject to change. Any forecast, projection, or prediction of the market, the economy, economic trends, and equity or fixed -income markets are based upon current opinion as of the date of issue and are also subject to change. Opinions and data presented are not necessarily indicative of future events or expected performance. Information contained herein is based on data obtained from recognized statistical services, issuer reports or communications, or other sources, believed to be reliable. No representation is made as to its accuracy or completeness.

PFM Asset Management serves clients in the public sector and is a division of U.S. Bancorp Asset Management, Inc., which is the legal entity providing investment advisory services. U.S.

Bancorp Asset Management, Inc. is a registered investment adviser, a direct subsidiary of U.S. Bank N.A. and an indirect subsidiary of U.S. Bancorp. U.S. Bank N.A. is not responsible for and does not guarantee the products, services, or performance of U.S. Bancorp Asset Management, Inc.

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

Disclosures
#8..
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CITY OF MODESTO - Combined Portfolio

ACCOUNT STATEMENT
For the Month Ending
May 31, 2026
Customer Service
PO Box 11813
Harrisburg, PA 17108-1813
Contents
Cover/Disclosures
Summary Statement
Individual Accounts

CITY OF MODESTO
ATTN: Accounts Payable
P.O. BOX 642
MODESTO, CA 95353
Client Management Team
Accounts included in Statement

CITY OF MODESTO

CITY OF MODESTO SHORT-TERM
Online Access https://www.pfmam.com Customer Service 1-717-232-2723 Monique Spyke
Managing Director
1 California Street Ste. 1000
San Francisco, CA 94111-5411
415-393-7270
[email protected]
#8..
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For the Month Ending May 31, 2026
Account Statement
Important Disclosures
Important Disclosures
365 and dividing the result by 7. The yields quoted should not be considered a representation of the yield of the fund in the future, since the yield is not fixed.

Average maturity represents the average maturity of all securities and investments of a portfolio, determined by multiplying the par or principal value of each security or investment by its maturity (days or years), summing the products, and dividing the sum by the total principal value of the portfolio. The stated maturity date of mortgage backed or callable securities are used in this statement. However the actual maturity of these securities could vary depending on the level or prepayments on the underlying mortgages or whether a callable security has or is still able to be called.

Monthly distribution yield represents the net change in the value of one share (normally $1.00 per share) resulting from all dividends declared during the month by a fund expressed as a percentage of the value of one share at the beginning of the month. This resulting net change is then annualized by multiplying it by 365 and dividing it by the number of calendar days in the month.

YTM at Cost The yield to maturity at cost is the expected rate of return, based on the original cost, the annual interest receipts, maturity value and the time period from purchase date to maturity, stated as a percentage, on an annualized basis.

YTM at Market The yield to maturity at market is the rate of return, based on the current market value, the annual interest receipts, maturity value and the time period remaining until maturity, stated as a percentage, on an annualized basis.

Managed Account A portfolio of investments managed discretely by PFMAM according to the client’s specific investment policy and requirements. The investments are directly owned by the client and held by the client’s custodian.

Unsettled Trade A trade which has been executed however the final consummation of the security transaction and payment has not yet taken place.

Please review the detail pages of this statement carefully. If you think your statement is wrong, missing account information, or if you need more information about a transaction, please contact PFMAM within 60 days of receipt. If you have other concerns or questions regarding your account, or to request an updated copy of PFMAM's current disclosure statement, please contact a member of your client management team at PFMAM Service Operations at the address below.

PFM Asset Management
Attn: Service Operations
213 Market Street
Harrisburg, PA 17101
NOT FDIC INSURED     NO BANK GUARANTEE     MAY LOSE VALUE This statement is for general information purposes only and is not intended to provide specific advice or recommendations. PFM Asset Management ("PFMAM") is a division of U.S. Bancorp Asset Management, Inc. ("USBAM"), a SEC-registered investment adviser. USBAM is direct subsidiary of U.S. Bank National Association ("U.S. Bank") and an indirect subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. PFMAM maintains a written disclosure statement of our background and business experience. If you would like to receive a copy of our current disclosure statement, please contact Service Operations at the address below.

Proxy Voting PFMAM does not normally receive proxies to vote on behalf of its clients.

However, it does on occasion receive consent requests. In the event a consent request is received the portfolio manager contacts the client and then proceeds according to their instructions. PFMAM’s Proxy Voting Policy is available upon request by contacting Service Operations at the address below.

Questions About an Account PFMAM’s monthly statement is intended to detail our investment advisory activity as well as the activity of any accounts held by clients in pools that are managed by PFMAM. The custodian bank maintains the control of assets and executes (i.e., settles) all investment transactions. The custodian statement is the official record of security and cash holdings and transactions. PFMAM recognizes that clients may use these reports to facilitate record keeping and that the custodian bank statement and the PFMAM statement should be reconciled and differences resolved.

Many custodians use a settlement date basis which may result in the need to reconcile due to a timing difference.

Account Control PFMAM does not have the authority to withdraw funds from or deposit funds to the custodian outside the scope of services provided by PFMAM. Our clients retain responsibility for their internal accounting policies; implementing and enforcing internal controls and generating ledger entries or otherwise recording transactions.

Market Value Generally, PFMAM’s market prices are derived from closing bid prices as of the last business day of the month as supplied by ICE Data Services. There may be differences in the values shown for investments due to accrued but uncollected income and the use of differing valuation sources and methods. Non-negotiable FDIC-insured bank certificates of deposit are priced at par. Although PFMAM believes the prices to be reliable, the values of the securities may not represent the prices at which the securities could have been bought or sold. Explanation of the valuation methods for a registered investment company or local government investment program is contained in the appropriate fund offering documentation or information statement.

Amortized Cost The original cost of the principal of the security is adjusted for the amount of the periodic reduction of any discount or premium from the purchase date until the date of the report. Discount or premium with respect to short term securities (those with less than one year to maturity at time of issuance) is amortized on a straightline basis. Such discount or premium with respect to longer term securities is amortized using the constant yield basis.

Tax Reporting Cost data and realized gains / losses are provided for informational purposes only. Please review for accuracy and consult your tax advisor to determine the tax consequences of your security transactions. PFMAM does not report such information to the IRS or other taxing authorities and is not responsible for the accuracy of such information that may be required to be reported to federal, state or other taxing authorities.

Financial Situation In order to better serve you, PFMAM should be promptly notified of any material change in your investment objective or financial situation.

Callable Securities Securities subject to redemption prior to maturity may be redeemed in whole or in part before maturity, which could affect the yield represented.

Portfolio The securities in this portfolio, including shares of mutual funds, are not guaranteed or otherwise protected by PFMAM, the FDIC (except for certain non-negotiable certificates of deposit) or any government agency. Investment in securities involves risks, including the possible loss of the amount invested. Actual settlement values, accrued interest, and amortized cost amounts may vary for securities subject to an adjustable interest rate or subject to principal paydowns. Any changes to the values shown may be reflected within the next monthly statement’s beginning values.

Rating Information provided for ratings is based upon a good faith inquiry of selected sources, but its accuracy and completeness cannot be guaranteed.

Shares of some local government investment programs and TERM funds are distributed by representatives of USBAM's affiliate, U.S. Bancorp Investments, Inc. which is registered with the SEC as a broker/dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Municipal Securities Rulemaking Board (“MSRB”). You may reach the FINRA by calling the FINRA Hotline at 1-800-289-9999 or at the FINRA website address
https://www.finra.org/investors/investor-contacts. A brochure describing the FINRA Regulation Public Disclosure Program is also available from FINRA upon request.

Key Terms and Definitions
Dividends on local government investment program funds consist of interest earned, plus any discount ratably amortized to the date of maturity, plus all realized gains and losses on the sale of securities prior to maturity, less ratable amortization of any premium and all accrued expenses to the fund. Dividends are accrued daily and may be paid either monthly or quarterly. The monthly earnings on this statement represent the estimated dividend accrued for the month for any program that distributes earnings on a quarterly basis. There is no guarantee that the estimated amount will be paid on the actual distribution date.

Current Yield is the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical fund account with a balance of one share over the seven-day base period including the statement date, expressed as a percentage of the value of one share (normally $1.00 per share) at the beginning of the seven-day period. This resulting net change in account value is then annualized by multiplying it by
#8..
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For the Month Ending May 31, 2026
Account Statement
Consolidated Summary Statement
CITY OF MODESTO - Combined Portfolio
Investment Allocation
Investment Type Closing Market Value Percent
Asset-Backed Security 70,691,203.42 13.76
Corporate Note 98,106,875.97 19.09
Bank Note 6,021,674.00 1.17
Certificate of Deposit 3,506,748.00 0.68
Federal Agency Commercial Mortgage-Backed Security 82,642,732.36 16.08 Municipal Bond / Note 1,126,119.58 0.22
Corporate Note 6,505,804.40 1.27
U.S. Treasury Bond / Note 193,750,170.01 37.70
CAMP Pool 51,517,300.19 10.03
Total $513,868,627.93 100.00%
Portfolio Summary
and Income
Closing
Portfolio Holdings Market Value
Cash Dividends
PFMAM Managed Account 2,365,512.27 462,351,327.74
CAMP Pool 0.00 51,517,300.19
Total $2,365,512.27 $513,868,627.93
Maturity Distribution (Fixed Income Holdings)
Portfolio Holdings Closing Market Value Percent
51,517,300.19
14,511,841.41

0.00 13,548,489.41
20,848,975.03
48,599,571.25
110,202,700.87
119,539,436.73
135,100,313.04

0.00 10.02

2.82 0.00

2.64 4.06

9.46 21.45

23.26 26.29

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 $513,868,627.93
996
100.00%
Weighted Average Days to Maturity
Sector Allocation

13.76%
ABS

19.09%
Corporate Note

1.17%
Bank Note

0.68%
Cert of Deposit

16.08%
Federal Agency
Commercial
Mortgage-Backed
Security

0.22%
Muni Bond / Note

1.27%
Priv Placement
Bond

37.70%
US TSY Bond / Note

10.03%
CAMP Pool
PFM Asset Management Summary Page 1
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Managed Account Summary Statement For the Month Ending May 31, 2026 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)
$462,246,519.63
(14,864,875.69)
(16,955,029.96)
32,961,413.94

0.00 (1,036,700.18)
$462,351,327.74
1,604,150.16
(61,509.09)
822,871.20
$2,365,512.27
Total
462,938,435.29
3,281,503.15
17,085,420.36
14,864,875.69
1,473,759.76
(33,022,923.03)
(461,931,903.10)
(3,242,181.25)
Total Accrual Basis Earnings $1,446,986.87
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
14,085,000.00
17,085,420.36
1,473,759.76
779,875.69
(33,022,923.03)

0.00 0.00
Cash Balance
Closing Cash Balance $490,347.45
PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 1 U.S. Bancorp Asset Management, Inc.
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Portfolio Summary and Statistics For the Month Ending May 31, 2026 CITY OF MODESTO - Combined Portfolio
Account Summary
Description Par Value Market Value Percent
U.S. Treasury Bond / Note 195,447,000.00 193,750,170.01 41.91 Municipal Bond / Note 1,130,000.00 1,126,119.58 0.24
Federal Agency Commercial
Mortgage-Backed Security
82,102,492.39 82,642,732.36 17.87
Corporate Note 105,579,000.00 104,612,680.37 22.63
Certificate of Deposit 3,500,000.00 3,506,748.00 0.76
Bank Note 6,000,000.00 6,021,674.00 1.30
Asset-Backed Security 70,779,318.55 70,691,203.42 15.29 Managed Account Sub-Total 464,537,810.94 462,351,327.74 100.00% Accrued Interest 3,281,503.15
Total Portfolio 464,537,810.94 465,632,830.89
Unsettled Trades 0.00 0.00
Sector Allocation

15.29%
ABS

1.30%
Bank Note

0.76%
Cert of Deposit

21.22%
Corporate Note

17.87%
Federal Agency
Commercial
Mortgage-Backed
Security

0.24%
Muni Bond / Note

1.41%
Priv Placement
Bond

41.91%
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

6.07%

4.51%

10.51%

23.84%

25.85%

29.22%

0.00%
Maturity Distribution Characteristics
Yield to Maturity at Cost
Yield to Maturity at Market
Weighted Average Days to Maturity 1106

4.26%

4.19%
PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 2 U.S. Bancorp Asset Management, Inc.
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Managed Account Issuer Summary For the Month Ending May 31, 2026 CITY OF MODESTO - Combined Portfolio
Credit Quality (S&P Ratings)

5.03%
A

6.25%
A+

1.97%
A0.76%
A-1

1.59%
AA

64.01%
AA+

4.13%
AA12.22%
AAA

4.04%
NR
Issuer Summary
Issuer of Holdings Percent
Market Value
Adobe Inc 2,911,294.00 0.63
Ally Auto Receivables Trust 858,025.44 0.19
Alphabet Inc 5,769,190.35 1.25
Amazon.com Inc 5,932,812.00 1.28
American Express Co 5,368,884.24 1.16
Apple Inc 6,097,713.19 1.32
BA Credit Card Trust 6,887,337.15 1.49
Bank of America Corp 8,462,592.40 1.83
Bank of New York Mellon Corp 6,155,630.80 1.33
BlackRock Inc 369,467.24 0.08
Capital One Financial Corp 3,499,194.52 0.76
Caterpillar Inc 3,176,815.70 0.69
Charles Schwab Corp 3,267,101.50 0.71
Chase Auto Owner Trust 2,708,479.84 0.59
Cisco Systems Inc 172,589.61 0.04
Citigroup Inc 9,832,662.46 2.13
Cooperatieve Rabobank UA 3,506,748.00 0.76
Deere & Co 2,596,884.13 0.56
Depository Trust & Clearing Corp 6,505,804.40 1.41
Eli Lilly & Co 2,945,731.35 0.64
Federal Home Loan Mortgage Corp 79,448,444.80 17.17
Federal National Mortgage Association 3,194,287.56 0.69 Fifth Third Auto Trust 880,693.09 0.19
Ford Credit Auto Owner Trust 1,647,532.64 0.36
GM Financial Consumer Automobile Receiv 881,531.86 0.19 Home Depot Inc 3,551,445.80 0.77
Honda Auto Receivables Owner Trust 8,404,986.36 1.82
Hyundai Auto Receivables Trust 8,574,277.95 1.85
JPMorgan Chase & Co 15,509,186.23 3.35
Kenvue Inc 2,327,947.30 0.50
Kubota Credit Owner Trust 1,971,906.64 0.43
Microsoft Corp 2,987,478.00 0.65
PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 3 U.S. Bancorp Asset Management, Inc.
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Managed Account Issuer Summary For the Month Ending May 31, 2026 CITY OF MODESTO - Combined Portfolio
Issuer of Holdings Percent
Market Value
Morgan Stanley 6,021,674.00 1.30
National Rural Utilities Cooperative Fi 1,541,096.80 0.33 Novartis AG 5,436,716.03 1.18
PACCAR Inc 1,146,705.92 0.25
PepsiCo Inc 2,685,210.21 0.58
Salesforce Inc 3,256,636.50 0.70
State of Hawaii 1,126,119.58 0.24
State Street Corp 1,905,587.90 0.41
Target Corp 360,469.62 0.08
TotalEnergies SE 4,198,141.50 0.91
Toyota Auto Receivables Owner Trust 7,593,415.06 1.64
Toyota Motor Corp 2,858,136.40 0.62
United States Treasury 193,750,170.01 41.90
USAA Auto Owner Trust 1,574,744.10 0.34
Verizon Master Trust 3,601,892.76 0.78
Visa Inc 7,455,727.50 1.61
Walmart Inc 1,434,207.30 0.31
Total $462,351,327.74 100.00%
PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 4 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 07/17/2023 4.500% 07/15/2026
91282CHM6 10,995,000.00 AA+ Aa1 07/30/25 07/31/25 11,037,090.23 4.09 187,249.10 11,000,400.96 11,005,093.41

US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 11,207,000.00 AA+ Aa1 09/12/25 09/15/25 11,308,563.44 3.69 109,862.10 11,236,524.54 11,234,434.74

US TREASURY N/B
DTD 05/15/2024 4.500% 05/15/2027
91282CKR1 11,210,000.00 AA+ Aa1 05/14/26 05/15/26 11,280,500.39 3.85 23,303.40 11,277,281.21 11,270,343.43

US TREASURY N/B
DTD 08/15/2017 2.250% 08/15/2027
9128282R0 1,200,000.00 AA+ Aa1 08/29/22 08/31/22 1,142,625.00 3.30 7,906.08 1,186,052.49 1,176,375.60

US TREASURY N/B
DTD 08/15/2017 2.250% 08/15/2027
9128282R0 2,985,000.00 AA+ Aa1 09/01/22 09/06/22 2,830,036.52 3.40 19,666.37 2,947,204.03 2,926,234.31

US TREASURY N/B
DTD 09/30/2022 4.125% 09/30/2027
91282CFM8 805,000.00 AA+ Aa1 11/01/22 11/03/22 799,748.63 4.27 5,625.10 803,575.80 806,792.74

US TREASURY N/B
DTD 10/31/2022 4.125% 10/31/2027
91282CFU0 915,000.00 AA+ Aa1 12/06/22 12/08/22 927,724.22 3.81 3,282.07 918,679.21 916,929.74

US TREASURY N/B
DTD 10/31/2022 4.125% 10/31/2027
91282CFU0 3,160,000.00 AA+ Aa1 12/13/22 12/14/22 3,229,495.31 3.63 11,334.78 3,180,162.22 3,166,664.44

US TREASURY N/B
DTD 11/02/2020 0.500% 10/31/2027
91282CAU5 8,775,000.00 AA+ Aa1 01/04/23 01/06/23 7,472,803.71 3.91 3,815.22 8,392,262.37 8,360,240.85

US TREASURY N/B
DTD 01/03/2023 3.875% 12/31/2027
91282CGC9 4,250,000.00 AA+ Aa1 06/01/23 06/05/23 4,266,933.59 3.78 69,150.55 4,255,860.85 4,242,362.75

US TREASURY N/B
DTD 02/01/2021 0.750% 01/31/2028
91282CBJ9 115,000.00 AA+ Aa1 01/31/23 01/31/23 99,825.39 3.66 288.29 109,939.03 109,034.38

US TREASURY N/B
DTD 01/31/2023 3.500% 01/31/2028
91282CGH8 595,000.00 AA+ Aa1 05/16/23 05/18/23 594,535.16 3.52 6,960.84 594,835.32 590,258.45

US TREASURY N/B
DTD 02/28/2023 4.000% 02/29/2028
91282CGP0 1,245,000.00 AA+ Aa1 03/03/23 03/07/23 1,231,188.28 4.25 12,585.33 1,240,158.31 1,245,097.11

US TREASURY N/B
DTD 03/31/2021 1.250% 03/31/2028
91282CBS9 880,000.00 AA+ Aa1 05/08/23 05/09/23 791,965.63 3.49 1,863.39 847,060.96 837,581.36 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 5 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 04/15/2025 3.750% 04/15/2028
91282CMW8 1,220,000.00 AA+ Aa1 04/13/26 04/14/26 1,218,713.28 3.81 5,875.00 1,218,797.21 1,214,424.60

US TREASURY N/B
DTD 05/01/2023 3.500% 04/30/2028
91282CHA2 225,000.00 AA+ Aa1 05/03/23 05/04/23 226,028.32 3.40 684.78 225,394.29 222,908.18

US TREASURY N/B
DTD 05/15/2025 3.750% 05/15/2028
91282CND9 545,000.00 AA+ Aa1 01/21/26 01/22/26 546,639.26 3.61 944.12 546,395.09 542,360.02

US TREASURY N/B
DTD 11/15/2018 3.125% 11/15/2028
9128285M8 510,000.00 AA+ Aa1 01/21/26 01/22/26 503,027.34 3.64 736.24 503,876.67 499,202.28

US TREASURY N/B
DTD 07/01/2024 4.250% 06/30/2029
91282CKX8 1,795,000.00 AA+ Aa1 07/01/24 07/02/24 1,780,836.33 4.43 32,032.32 1,785,906.32 1,804,536.84

US TREASURY N/B
DTD 07/31/2024 4.000% 07/31/2029
91282CLC3 2,105,000.00 AA+ Aa1 08/01/24 08/02/24 2,119,636.33 3.85 28,144.20 2,114,597.88 2,100,806.84

US TREASURY N/B
DTD 09/03/2024 3.625% 08/31/2029
91282CLK5 7,550,000.00 AA+ Aa1 09/04/24 09/05/24 7,565,630.86 3.58 69,165.59 7,560,508.97 7,446,776.40

US TREASURY N/B
DTD 09/30/2024 3.500% 09/30/2029
91282CLN9 8,695,000.00 AA+ Aa1 10/02/24 10/03/24 8,670,205.66 3.56 51,552.32 8,677,998.00 8,539,098.65

US TREASURY N/B
DTD 10/31/2024 4.125% 10/31/2029
91282CLR0 4,850,000.00 AA+ Aa1 11/01/24 11/04/24 4,838,064.45 4.18 17,396.74 4,841,583.20 4,855,873.35

US TREASURY N/B
DTD 12/02/2024 4.125% 11/30/2029
91282CMA6 6,315,000.00 AA+ Aa1 12/05/24 12/06/24 6,326,347.27 4.08 711.73 6,323,216.00 6,322,893.75

US TREASURY N/B
DTD 12/31/2024 4.375% 12/31/2029
91282CMD0 12,365,000.00 AA+ Aa1 01/06/25 01/07/25 12,337,468.55 4.43 227,147.10 12,344,618.69 12,481,404.11

US TREASURY N/B
DTD 01/31/2025 4.250% 01/31/2030
91282CMG3 3,470,000.00 AA+ Aa1 02/04/25 02/05/25 3,457,123.04 4.33 49,294.13 3,460,279.11 3,487,891.32

US TREASURY N/B
DTD 01/31/2025 4.250% 01/31/2030
91282CMG3 5,215,000.00 AA+ Aa1 06/04/25 06/05/25 5,274,279.88 3.98 74,083.25 5,262,575.38 5,241,888.54

US TREASURY N/B
DTD 02/28/2023 4.000% 02/28/2030
91282CGQ8 8,565,000.00 AA+ Aa1 03/04/25 03/05/25 8,580,724.80 3.96 86,580.98 8,577,114.98 8,536,230.17 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 6 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 03/31/2025 4.000% 03/31/2030
91282CMU2 10,775,000.00 AA+ Aa1 04/01/25 04/02/25 10,828,875.00 3.89 73,010.93 10,817,251.67 10,737,535.33

US TREASURY N/B
DTD 04/30/2025 3.875% 04/30/2030
91282CMZ1 4,690,000.00 AA+ Aa1 03/19/26 03/20/26 4,694,030.47 3.85 15,803.26 4,693,849.32 4,651,527.93

US TREASURY N/B
DTD 05/31/2023 3.750% 05/31/2030
91282CHF1 5,400,000.00 AA+ Aa1 06/04/25 06/05/25 5,339,039.06 4.00 553.28 5,350,210.96 5,329,335.60

US TREASURY N/B
DTD 06/30/2025 3.875% 06/30/2030
91282CNK3 1,805,000.00 AA+ Aa1 07/01/25 07/01/25 1,810,429.10 3.81 29,368.65 1,809,509.36 1,788,995.07

US TREASURY N/B
DTD 07/31/2025 3.875% 07/31/2030
91282CNN7 3,780,000.00 AA+ Aa1 08/01/25 08/05/25 3,761,395.31 3.98 48,959.88 3,764,217.03 3,745,594.44

US TREASURY N/B
DTD 09/02/2025 3.625% 08/31/2030
91282CNX5 16,460,000.00 AA+ Aa1 09/02/25 09/03/25 16,372,556.25 3.74 150,790.15 16,384,654.55 16,143,655.26

US TREASURY N/B
DTD 09/30/2025 3.625% 09/30/2030
91282CPA3 1,225,000.00 AA+ Aa1 10/01/25 10/02/25 1,221,554.69 3.69 7,522.37 1,221,981.41 1,201,074.52

US TREASURY N/B
DTD 09/30/2025 3.625% 09/30/2030
91282CPA3 1,500,000.00 AA+ Aa1 10/30/25 10/31/25 1,493,554.69 3.72 9,211.07 1,494,266.78 1,470,703.50

US TREASURY N/B
DTD 12/01/2025 3.500% 11/30/2030
91282CPN5 7,075,000.00 AA+ Aa1 12/03/25 12/05/25 7,034,650.39 3.63 676.57 7,038,312.73 6,893,979.05

US TREASURY N/B
DTD 12/31/2025 3.625% 12/31/2030
91282CPR6 695,000.00 AA+ Aa1 01/02/26 01/05/26 691,606.44 3.73 10,578.59 691,861.34 680,393.88

US TREASURY N/B
DTD 02/02/2026 3.750% 01/31/2031
91282CPW5 3,845,000.00 AA+ Aa1 02/05/26 02/10/26 3,844,849.80 3.75 48,195.27 3,844,869.48 3,782,818.66

US TREASURY N/B
DTD 02/02/2026 3.750% 01/31/2031
91282CPW5 4,960,000.00 AA+ Aa1 02/04/26 02/05/26 4,944,693.75 3.82 62,171.27 4,945,607.64 4,879,786.88

US TREASURY N/B
DTD 03/02/2026 3.500% 02/28/2031
91282CQD6 5,250,000.00 AA+ Aa1 03/13/26 03/16/26 5,163,867.19 3.87 46,436.82 5,167,205.12 5,108,496.75

US TREASURY N/B
DTD 04/30/2026 3.875% 04/30/2031
91282CQK0 6,225,000.00 AA+ Aa1 05/28/26 05/29/26 6,140,622.07 4.18 20,975.54 6,140,763.41 6,152,534.78 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 7 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 195,447,000.00 193,799,485.08 3.89 1,631,494.77 194,797,419.89 193,750,170.01 Municipal Bond / Note

HAWAII ST-TXBL-GP (CALLABLE)
DTD 04/30/2026 4.212% 04/01/2031
419792S23 1,130,000.00 AA+ Aa2 04/16/26 04/30/26 1,130,000.00 4.21 4,098.51 1,130,000.00 1,126,119.58 Security Type Sub-Total 1,130,000.00 1,130,000.00 4.21 4,098.51 1,130,000.00 1,126,119.58 Federal Agency Commercial Mortgage-Backed Security
FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
3137BTUM1 2,324,727.50 AA+ Aa1 05/19/23 05/24/23 2,253,169.48 4.29 6,484.05 2,314,853.51 2,314,054.67 FHMS K064 A2
DTD 05/01/2017 3.224% 03/01/2027
3137BXQY1 4,000,000.00 AA+ Aa1 08/16/23 08/18/23 3,773,125.00 4.94 10,746.67 3,948,572.66 3,974,000.00 FHMS K065 A2
DTD 07/01/2017 3.243% 04/01/2027
3137F1G44 2,275,000.00 AA+ Aa1 08/16/23 08/18/23 2,144,987.30 4.93 6,148.19 2,243,256.13 2,256,683.98 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
3137F2LJ3 3,481,672.78 AA+ Aa1 08/17/23 08/22/23 3,255,908.06 4.97 9,043.65 3,418,987.56 3,447,134.59 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
3137HAMR4 3,171,385.97 AA+ Aa1 09/20/23 09/28/23 3,121,617.40 5.19 12,685.54 3,148,803.80 3,193,408.07 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
3137HAMG8 1,839,948.80 AA+ Aa1 09/07/23 09/14/23 1,812,432.36 5.01 7,129.80 1,827,479.62 1,849,560.69 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
3137HAD45 2,732,828.16 AA+ Aa1 07/19/23 07/27/23 2,732,759.84 4.78 10,878.93 2,732,799.41 2,742,975.15 FHMS K505 A2
DTD 07/01/2023 4.819% 06/01/2028
3137HACX2 3,500,000.00 AA+ Aa1 07/13/23 07/20/23 3,534,958.00 4.59 14,055.42 3,514,652.82 3,525,973.50 FNA 2023-M6 A2
DTD 07/01/2023 4.172% 07/01/2028
3136BQDE6 3,207,254.49 AA+ Aa1 07/18/23 07/31/23 3,152,881.50 4.58 11,150.47 3,183,795.91 3,194,287.56 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
3137HAMN3 1,042,310.48 AA+ Aa1 09/19/23 09/28/23 1,042,305.26 5.27 4,579.22 1,042,308.27 1,048,987.52 FHMS K506 A2
DTD 09/01/2023 4.650% 08/01/2028
3137HAMH6 3,800,000.00 AA+ Aa1 09/07/23 09/14/23 3,743,786.60 4.99 14,725.00 3,772,797.62 3,819,277.40 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 8 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 K508 A2
DTD 10/01/2023 4.740% 08/01/2028
3137HAQ74 3,850,000.00 AA+ Aa1 10/11/23 10/19/23 3,765,546.40 5.25 15,207.50 3,808,278.61 3,877,542.90 FHMS K509 A2
DTD 10/01/2023 4.850% 09/01/2028
3137HAST4 2,890,000.00 AA+ Aa1 10/25/23 10/31/23 2,797,858.13 5.60 11,680.42 2,842,411.82 2,915,787.47 FHMS K507 A2
DTD 09/01/2023 4.800% 09/01/2028
3137HAMS2 3,800,000.00 AA+ Aa1 09/20/23 09/28/23 3,754,578.60 5.07 15,200.00 3,777,067.34 3,829,993.40 FHMS K510 A2
DTD 11/01/2023 5.069% 10/01/2028
3137HB3D4 1,465,000.00 AA+ Aa1 11/14/23 11/21/23 1,460,764.69 5.14 6,188.40 1,462,796.94 1,485,086.62 FHMS K511 A2
DTD 12/01/2023 4.860% 10/01/2028
3137HB3G7 2,125,000.00 AA+ Aa1 11/28/23 12/07/23 2,118,894.88 4.93 8,606.25 2,121,805.93 2,145,079.13 FHMS K512 A2
DTD 12/01/2023 5.000% 11/01/2028
3137HBCF9 1,782,364.22 AA+ Aa1 12/11/23 12/21/23 1,799,007.94 4.79 7,426.52 1,791,271.61 1,806,623.98 FHMS K513 A2
DTD 01/01/2024 4.724% 12/01/2028
3137HBFY5 2,190,000.00 AA+ Aa1 01/10/24 01/18/24 2,211,875.91 4.50 8,621.30 2,202,017.68 2,205,233.64 FHMS K514 A2
DTD 02/01/2024 4.572% 12/01/2028
3137HBLV4 2,220,000.00 AA+ Aa1 02/01/24 02/08/24 2,242,197.78 4.34 8,458.20 2,232,298.82 2,230,593.84 FHMS K518 A2
DTD 03/01/2024 5.400% 01/01/2029
3137HC2L5 2,715,000.00 AA+ Aa1 03/19/24 03/28/24 2,780,553.68 4.83 12,217.50 2,753,579.71 2,777,526.45 FHMS K517 A2
DTD 03/01/2024 5.355% 01/01/2029
3137HC2C5 3,355,000.00 AA+ Aa1 03/05/24 03/14/24 3,455,603.03 4.67 14,971.69 3,412,796.89 3,429,068.34 FHMS K515 A2
DTD 02/01/2024 5.400% 01/01/2029
3137HBPD0 3,750,000.00 AA+ Aa1 02/14/24 02/22/24 3,851,025.00 4.79 16,875.00 3,807,469.73 3,833,145.00 FHMS K516 A2
DTD 03/01/2024 5.477% 01/01/2029
3137HBPM0 3,750,000.00 AA+ Aa1 02/29/24 03/07/24 3,862,488.75 4.79 17,115.63 3,814,477.01 3,841,507.50 FHMS K520 A2
DTD 04/01/2024 5.180% 03/01/2029
3137HCKV3 2,125,000.00 AA+ Aa1 04/23/24 04/30/24 2,133,625.38 5.09 9,172.92 2,130,310.78 2,169,546.38 FHMS K524 A2
DTD 07/01/2024 4.720% 05/01/2029
3137HDV56 3,245,000.00 AA+ Aa1 07/16/24 07/25/24 3,264,927.54 4.58 12,763.67 3,258,048.19 3,271,819.93 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 9 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 K526 A2
DTD 08/01/2024 4.543% 07/01/2029
3137HDXL9 3,500,000.00 AA+ Aa1 08/07/24 08/15/24 3,532,739.00 4.33 13,250.42 3,521,701.87 3,513,744.50 FHMS K530 A2
DTD 11/01/2024 4.792% 09/01/2029
3137HHJL6 3,980,000.00 AA+ Aa1 11/19/24 11/27/24 4,000,723.86 4.67 15,893.47 3,994,986.16 4,024,416.80 FHMS K557 A2
DTD 03/01/2026 3.936% 01/01/2031
3137HQSP7 1,985,000.00 AA+ Aa1 03/03/26 03/12/26 1,984,962.28 3.94 6,510.80 1,984,966.20 1,944,591.35 FHMS K558 A2
DTD 03/01/2026 4.130% 03/01/2031
3137HQSV4 2,000,000.00 AA+ Aa1 03/17/26 03/26/26 2,005,200.00 4.07 6,883.33 2,005,107.94 1,975,082.00 Security Type Sub-Total 82,102,492.39 81,590,503.65 4.80 314,669.96 82,069,700.54 82,642,732.36 Corporate Note

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 2,688.83 364,922.39 360,469.62

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 31,625.00 2,985,887.01 2,987,478.00

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 21,619.89 3,553,147.27 3,551,445.80

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 12,188.71 1,483,691.48 1,519,749.78

KENVUE INC (CALLABLE)
DTD 10/17/2023 5.050% 03/22/2028
49177JAF9 2,300,000.00 A A2 06/27/25 06/30/25 2,354,303.00 4.12 22,262.08 2,336,077.59 2,327,947.30

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 9,324.56 497,853.62 503,114.54

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 16,859.56 898,691.99 909,671.74

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 21,945.69 1,164,264.19 1,184,097.85

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 17,246.63 1,126,875.27 1,146,705.92 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 10 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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

NATIONAL RURAL UTIL COOP (CALLABLE)
DTD 08/25/2025 4.150% 08/25/2028
63743HFZ0 1,550,000.00 NR A2 08/19/25 08/25/25 1,548,264.00 4.19 17,153.33 1,548,688.63 1,541,096.80

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 32,666.67 2,797,627.59 2,858,136.40

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 56,466.41 5,650,000.00 5,840,890.90

BANK OF AMERICA CORP (CALLABLE)
DTD 01/24/2025 4.979% 01/24/2029
06051GMK2 2,060,000.00 A- A1 04/01/25 04/02/25 2,082,824.80 4.66 36,183.50 2,073,721.33 2,076,206.02

ALPHABET INC (CALLABLE)
DTD 02/13/2026 3.700% 02/15/2029
02079KBJ5 610,000.00 AA+ Aa2 02/09/26 02/13/26 607,785.70 3.83 6,771.00 607,996.55 602,088.30

ALPHABET INC (CALLABLE)
DTD 02/13/2026 3.700% 02/15/2029
02079KBJ5 655,000.00 AA+ Aa2 02/10/26 02/13/26 654,299.15 3.74 7,270.50 654,367.07 646,504.65

ALPHABET INC (CALLABLE)
DTD 02/13/2026 3.700% 02/15/2029
02079KBJ5 655,000.00 AA+ Aa2 02/10/26 02/13/26 654,351.55 3.74 7,270.50 654,413.80 646,504.65

ALPHABET INC (CALLABLE)
DTD 02/13/2026 3.700% 02/15/2029
02079KBJ5 3,925,000.00 AA+ Aa2 02/10/26 02/13/26 3,920,996.50 3.74 43,567.50 3,921,387.27 3,874,092.75

STATE STREET CORP (CALLABLE)
DTD 08/20/2024 4.530% 02/20/2029
857477CN1 1,900,000.00 A Aa3 08/14/24 08/20/24 1,900,000.00 4.53 24,147.42 1,900,000.00 1,905,587.90

CATERPILLAR FINL SERVICE
DTD 02/24/2026 3.750% 02/23/2029
14913UBJ8 2,790,000.00 A A1 02/18/26 02/24/26 2,786,317.20 3.80 28,190.63 2,786,633.65 2,752,954.38

CISCO SYSTEMS INC (CALLABLE)
DTD 02/26/2024 4.850% 02/26/2029
17275RBR2 170,000.00 AA- A1 11/12/25 11/13/25 174,462.50 3.99 2,175.76 173,735.72 172,589.61

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 3,669.26 364,613.87 369,467.24

SALESFORCE INC (CALLABLE)
DTD 03/13/2026 4.650% 03/15/2029
79466LAR5 3,250,000.00 A+ A2 03/11/26 03/13/26 3,249,285.00 4.66 32,743.75 3,249,336.05 3,256,636.50

DEPOSITORY TRUST COMPANY (CALLABLE)
DTD 03/27/2026 4.300% 03/27/2029
249672AC0 5,500,000.00 AA+ Aa1 04/06/26 04/07/26 5,505,115.00 4.27 42,044.44 5,504,869.57 5,484,088.50 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 11 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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 1,295,000.00 A+ A1 04/03/24 04/05/24 1,296,709.40 4.77 9,842.00 1,296,009.47 1,311,348.08

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 12,008.00 1,578,594.25 1,599,945.92

BANK OF NEW YORK MELLON (CALLABLE)
DTD 04/22/2025 4.729% 04/20/2029
06405LAH4 2,700,000.00 AA- Aa2 05/06/25 05/07/25 2,727,216.00 4.45 14,541.68 2,717,776.74 2,719,828.80

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 32,411.25 1,933,051.83 1,947,484.62

ELI LILLY & CO (CALLABLE)
DTD 08/14/2024 4.200% 08/14/2029
532457CQ9 660,000.00 AA- Aa3 08/12/24 08/14/24 658,554.60 4.25 8,239.00 659,041.44 659,044.98

ELI LILLY & CO (CALLABLE)
DTD 08/14/2024 4.200% 08/14/2029
532457CQ9 2,290,000.00 AA- Aa3 08/13/24 08/14/24 2,293,343.40 4.17 28,586.83 2,292,222.79 2,286,686.37

BANK OF NY MELLON CORP (CALLABLE)
DTD 01/22/2026 4.026% 01/22/2030
06406RCG0 1,165,000.00 A Aa3 01/14/26 01/22/26 1,165,000.00 4.03 16,806.87 1,165,000.00 1,151,858.80

BANK OF NY MELLON CORP (CALLABLE)
DTD 01/22/2026 4.026% 01/22/2030
06406RCG0 2,310,000.00 A Aa3 01/27/26 01/28/26 2,305,934.40 4.07 33,325.22 2,306,260.14 2,283,943.20

PEPSICO INC (CALLABLE)
DTD 02/07/2025 4.600% 02/07/2030
713448GB8 730,000.00 A+ A1 02/05/25 02/07/25 728,773.60 4.64 10,633.67 729,070.91 737,725.59

APPLE INC (CALLABLE)
DTD 05/11/2020 1.650% 05/11/2030
037833DU1 1,834,000.00 AA+ Aaa 07/01/25 07/02/25 1,631,563.08 4.18 1,681.17 1,666,590.11 1,663,177.57

APPLE INC (CALLABLE)
DTD 05/11/2020 1.650% 05/11/2030
037833DU1 4,890,000.00 AA+ Aaa 07/01/25 07/02/25 4,349,801.70 4.19 4,482.50 4,443,267.99 4,434,535.62

CHARLES SCHWAB CORP (CALLABLE)
DTD 05/21/2026 4.744% 05/21/2030
808513CQ6 770,000.00 A- A2 05/18/26 05/21/26 770,000.00 4.74 1,014.69 770,000.00 774,051.74

CHARLES SCHWAB CORP (CALLABLE)
DTD 05/21/2026 4.744% 05/21/2030
808513CQ6 2,480,000.00 A- A2 05/19/26 05/21/26 2,478,760.00 4.76 3,268.09 2,478,774.56 2,493,049.76

JPMORGAN CHASE & CO (CALLABLE)
DTD 07/22/2024 4.995% 07/22/2030
46647PEJ1 4,330,000.00 A A1 03/17/26 03/18/26 4,411,620.50 4.51 77,501.59 4,408,155.07 4,371,498.72 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 12 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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

NOVARTIS CAPITAL CORP (CALLABLE)
DTD 11/05/2025 4.100% 11/05/2030
66989HAY4 5,525,000.00 AA- Aa3 11/03/25 11/05/25 5,508,425.00 4.17 16,360.14 5,510,174.81 5,436,716.03

CATERPILLAR FINL SERVICE
DTD 01/08/2026 4.150% 01/08/2031
14913UBH2 430,000.00 A A1 01/05/26 01/08/26 429,845.20 4.16 7,088.43 429,857.26 423,861.32

TOTALENERGI CAP USA LLC (CALLABLE)
DTD 01/13/2026 4.248% 01/13/2031
89158TAA7 1,790,000.00 A+ Aa3 01/06/26 01/13/26 1,790,000.00 4.25 29,148.36 1,790,000.00 1,768,158.42

TOTALENERGI CAP USA LLC (CALLABLE)
DTD 01/13/2026 4.248% 01/13/2031
89158TAA7 2,460,000.00 A+ Aa3 01/07/26 01/13/26 2,465,805.60 4.20 40,058.64 2,465,402.23 2,429,983.08

VISA INC (CALLABLE)
DTD 02/12/2026 4.100% 02/12/2031
92826CAZ5 7,500,000.00 AA- Aa3 03/03/26 03/04/26 7,562,775.00 3.91 93,104.17 7,559,937.83 7,455,727.50

BANK OF AMERICA CORP (CALLABLE)
DTD 02/13/2020 2.496% 02/13/2031
06051GHZ5 4,060,000.00 A- A1 03/16/26 03/17/26 3,763,335.80 4.16 30,401.28 3,774,634.44 3,757,793.90 AMAZON.COM INC (CALLABLE)
DTD 03/13/2026 4.250% 03/13/2031
023135DD5 6,000,000.00 AA A1 05/12/26 05/13/26 5,926,980.00 4.53 55,250.00 5,927,679.98 5,932,812.00

DEPOSITORY TRUST COMPANY (CALLABLE)
DTD 03/27/2026 4.550% 03/27/2031
249672AA4 1,025,000.00 AA+ Aa1 03/23/26 03/27/26 1,024,139.00 4.57 8,291.11 1,024,170.21 1,021,715.90

WALMART INC (CALLABLE)
DTD 04/30/2026 4.150% 04/30/2031
931142FT5 1,445,000.00 AA Aa2 04/27/26 04/30/26 1,441,907.70 4.20 5,163.87 1,441,962.12 1,434,207.30 Security Type Sub-Total 105,579,000.00 104,266,991.23 4.40 1,035,290.18 104,666,436.09 104,612,680.37 Certificate of Deposit

COOPERAT RABOBANK UA/NY
DTD 07/20/2023 5.080% 07/17/2026
21684LGS5 3,500,000.00 A-1 P-1 07/17/23 07/20/23 3,500,000.00 5.08 66,181.11 3,500,000.00 3,506,748.00 Security Type Sub-Total 3,500,000.00 3,500,000.00 5.08 66,181.11 3,500,000.00 3,506,748.00 Bank Note

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 1,039.64 1,360,000.00 1,374,848.48 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 13 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Par
Bank Note

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 2,018.13 2,641,803.55 2,668,823.52

MORGAN STANLEY PVT BANK (CALLABLE)
DTD 02/02/2026 4.213% 02/08/2030
61776NU43 2,000,000.00 A+ Aa3 02/04/26 02/05/26 2,000,700.00 4.20 27,852.61 2,000,633.54 1,978,002.00 Security Type Sub-Total 6,000,000.00 6,006,270.40 5.05 30,910.38 6,002,437.09 6,021,674.00 Asset-Backed Security
KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
500945AC4 412,293.22 NR Aaa 07/18/23 07/26/23 412,189.08 5.29 967.51 412,255.30 414,173.69 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
06428AAC2 368,413.29 NR Aaa 07/25/23 07/31/23 368,399.33 5.53 905.48 368,408.05 370,138.57 HAROT 2023-3 A3
DTD 08/22/2023 5.410% 02/18/2028
43815QAC1 645,851.26 AAA NR 08/15/23 08/22/23 645,718.08 5.42 1,261.74 645,800.41 648,868.03 TAOT 2023-C A3
DTD 08/15/2023 5.160% 04/17/2028
89231FAD2 257,865.33 AAA NR 08/08/23 08/15/23 257,807.00 5.17 591.37 257,841.88 258,890.34 USAOT 2023-A A3
DTD 09/15/2023 5.580% 05/15/2028
90291VAC4 614,787.40 AAA Aaa 09/07/23 09/15/23 614,679.81 5.58 1,524.67 614,739.67 617,317.86 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 1,146,375.22 NR Aaa 11/15/23 11/21/23 1,146,354.47 5.74 2,924.53 1,146,366.42 1,153,185.84 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 431,970.39 AAA NR 11/07/23 11/14/23 431,923.82 5.54 1,063.61 431,948.02 435,381.23 FITAT 2023-1 A3
DTD 08/23/2023 5.530% 08/15/2028
31680EAD3 876,403.10 AAA Aaa 08/15/23 08/23/23 876,348.76 5.53 2,154.00 876,379.02 880,693.09 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 3,019,590.12 3,030,793.48 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 5.23 7,182.53 3,089,933.48 3,102,122.07 HART 2023-C A3
DTD 11/13/2023 5.540% 10/16/2028
44918CAD4 570,539.27 AAA NR 11/03/23 11/13/23 570,464.25 5.54 1,404.79 570,501.26 574,349.90 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 14 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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
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 1,364,905.54 1,371,598.41 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 199,820.06 NR Aaa 01/09/24 01/17/24 199,779.88 4.85 403.80 199,798.08 200,537.02 CHAIT 2024-A1 A
DTD 01/31/2024 4.600% 01/15/2029
161571HV9 3,390,000.00 AAA NR 01/24/24 01/31/24 3,389,483.70 4.60 6,930.67 3,389,715.81 3,403,224.39 KCOT 2025-1A A3
DTD 02/19/2025 4.670% 06/15/2029
50117FAC5 1,550,000.00 NR Aaa 02/11/25 02/19/25 1,549,946.84 4.67 3,217.11 1,549,964.93 1,557,732.95 HART 2025-A A3
DTD 03/12/2025 4.320% 10/15/2029
44935CAD3 2,525,000.00 AAA NR 03/04/25 03/12/25 2,524,627.56 4.32 4,848.00 2,524,723.15 2,528,403.70 HART 2025-B A3
DTD 06/11/2025 4.360% 12/17/2029
44935XAD7 960,000.00 AAA NR 06/03/25 06/11/25 959,913.31 4.36 1,860.27 959,930.76 961,793.28 USAOT 2025-A A3
DTD 10/09/2025 3.950% 12/17/2029
90327HAC3 960,000.00 AAA Aaa 10/02/25 10/09/25 959,915.71 3.95 1,685.33 959,930.26 957,426.24 HAROT 2025-3 A3
DTD 08/12/2025 4.040% 02/21/2030
43813QAD1 2,355,000.00 AAA Aaa 08/05/25 08/12/25 2,354,950.78 4.04 2,642.83 2,354,959.37 2,349,623.54 ALLYA 2025-1 A3
DTD 10/16/2025 3.960% 03/15/2030
02008KAC7 860,000.00 AAA NR 10/07/25 10/16/25 859,877.19 3.96 1,513.60 859,894.27 858,025.44 TAOT 2025-C A3
DTD 07/30/2025 4.110% 03/15/2030
89238VAD0 1,635,000.00 AAA Aaa 07/22/25 07/30/25 1,634,827.67 4.11 2,986.60 1,634,856.82 1,631,393.19 HART 2025-C A3
DTD 09/17/2025 3.880% 04/15/2030
44935JAD8 2,040,000.00 AAA NR 09/09/25 09/17/25 2,039,667.07 3.88 3,517.87 2,039,721.73 2,026,566.60 GMCAR 2025-2 A3
DTD 05/14/2025 4.280% 04/16/2030
362549AD9 680,000.00 AAA Aaa 05/06/25 05/14/25 679,899.90 4.28 1,212.67 679,920.01 680,994.84 BACCT 2025-A1 A
DTD 06/12/2025 4.310% 05/15/2030
05522RDK1 1,830,000.00 AAA NR 06/05/25 06/12/25 1,829,993.05 4.31 3,505.47 1,830,000.00 1,833,292.17 HAROT 2025-4 A3
DTD 11/12/2025 3.980% 06/17/2030
43814XAD5 1,745,000.00 AAA NR 11/05/25 11/12/25 1,744,662.17 3.98 3,086.71 1,744,700.62 1,737,288.85 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 15 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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
TAOT 2025-D A3
DTD 10/23/2025 3.840% 06/17/2030
89231GAD0 2,575,000.00 AAA NR 10/15/25 10/23/25 2,574,703.88 3.84 4,394.67 2,574,739.96 2,558,738.88 CCCIT 2025-A1 A
DTD 06/26/2025 4.300% 06/21/2030
17305EHA6 3,990,000.00 AAA Aaa 06/18/25 06/26/25 3,988,917.51 4.31 76,253.33 3,989,103.21 3,991,771.56 CHAOT 2025-1A A3
DTD 07/30/2025 4.290% 06/25/2030
16145NAC5 1,135,000.00 NR Aaa 07/23/25 07/30/25 1,134,889.11 4.29 811.53 1,134,906.98 1,135,836.50 COPAR 2025-1 A3
DTD 11/05/2025 3.850% 07/15/2030
14043YAD7 965,000.00 AAA NR 10/28/25 11/05/25 964,795.61 3.85 1,651.22 964,820.05 957,425.72 AMXCA 2025-4 A
DTD 07/22/2025 4.300% 07/15/2030
02582JKV1 2,265,000.00 AAA NR 07/15/25 07/22/25 2,264,673.61 4.30 4,328.67 2,264,726.67 2,266,762.17 CHAIT 2025-A1 A
DTD 07/25/2025 4.160% 07/15/2030
161571HZ0 3,190,000.00 AAA NR 07/18/25 07/25/25 3,189,935.88 4.16 5,897.96 3,189,951.74 3,183,919.86 COMET 2025-A1 A
DTD 09/16/2025 3.820% 09/15/2030
14041NGF2 2,565,000.00 AAA NR 09/09/25 09/16/25 2,564,513.68 3.82 4,354.80 2,564,584.62 2,541,768.80 TAOT 2026-A A3
DTD 01/21/2026 3.860% 09/16/2030
89240KAD0 1,040,000.00 AAA Aaa 01/13/26 01/21/26 1,039,911.39 3.86 1,784.18 1,039,917.86 1,031,541.68 HART 2025-D A3
DTD 11/12/2025 3.990% 09/16/2030
44891XAD9 1,810,000.00 AAA NR 11/05/25 11/12/25 1,809,846.87 3.99 3,209.73 1,809,864.57 1,800,577.14 HAROT 2026-1 A3
DTD 02/18/2026 3.780% 09/23/2030
43815CAD0 1,005,000.00 NR Aaa 02/10/26 02/18/26 1,004,839.90 3.78 1,055.25 1,004,852.30 994,906.79 BAAT 2026-1A A3
DTD 04/24/2026 4.180% 10/15/2030
05620EAD0 1,110,000.00 NR Aaa 04/15/26 04/24/26 1,109,830.06 4.18 2,062.13 1,109,836.16 1,105,268.07 FORDO 2026-A A3
DTD 03/24/2026 4.050% 10/15/2030
34532WAD7 1,655,000.00 AAA Aaa 03/17/26 03/24/26 1,654,683.73 4.05 2,979.00 1,654,702.07 1,647,532.64 CHAOT 2025-2A A3
DTD 10/29/2025 3.860% 10/25/2030
16144MAD6 1,585,000.00 NR Aaa 10/17/25 10/29/25 1,584,937.23 3.86 1,019.68 1,584,948.76 1,572,643.34 HAROT 2026-2 A3
DTD 05/13/2026 4.300% 11/15/2030
43814YAD3 2,675,000.00 AAA Aaa 05/05/26 05/13/26 2,674,922.69 4.30 5,751.25 2,674,924.20 2,674,299.15 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 16 U.S. Bancorp Asset Management, Inc.
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Managed Account Detail of Securities Held For the Month Ending May 31, 2026 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
TAOT 2026-B A3
DTD 04/21/2026 4.130% 12/16/2030
89240QAD7 1,685,000.00 AAA Aaa 04/14/26 04/21/26 1,684,644.63 4.14 3,092.91 1,684,658.66 1,677,469.74 HART 2026-A A3
DTD 02/18/2026 3.790% 02/18/2031
448981AD2 690,000.00 AAA NR 02/10/26 02/18/26 689,953.43 3.79 1,162.27 689,958.36 682,587.33 VZMT 2026-1 A1A
DTD 03/13/2026 3.940% 02/20/2031
92348KFC2 3,620,000.00 NR Aaa 03/05/26 03/13/26 3,619,496.10 3.94 4,358.08 3,619,517.46 3,601,892.76 BACCT 2026-A1 A
DTD 05/14/2026 4.220% 04/15/2031
05522RDL9 3,690,000.00 NR Aaa 05/07/26 05/14/26 3,689,628.79 4.22 7,353.35 3,689,643.07 3,682,446.57 Security Type Sub-Total 70,779,318.55 70,770,394.95 4.35 198,858.24 70,772,441.68 70,691,203.42 Managed Account Sub-Total 464,537,810.94 461,063,645.31 4.26 3,281,503.15 462,938,435.29 462,351,327.74 $464,537,810.94 $461,063,645.31 4.26% $3,281,503.15 $462,938,435.29 $462,351,327.74 $465,632,830.89
$3,281,503.15
Total Investments
Accrued Interest
Securities Sub-Total
PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 17 U.S. Bancorp Asset Management, Inc.
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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 91282CHM6 10,995,000.00 RBS 100.09 11,005,093.41 (31,996.82) 4,692.45 DTD 07/17/2023 4.500% 07/15/2026

0.12 3.68
US TREASURY N/B 91282CHY0 11,207,000.00 MorganSt 100.24 11,234,434.74 (74,128.70) (2,089.80) DTD 09/15/2023 4.625% 09/15/2026

0.29 3.74
US TREASURY N/B 91282CKR1 11,210,000.00 MorganSt 100.54 11,270,343.43 (10,156.96) (6,937.78) DTD 05/15/2024 4.500% 05/15/2027

0.92 3.92
US TREASURY N/B 9128282R0 1,200,000.00 BNPPSA 98.03 1,176,375.60 33,750.60 (9,676.89) DTD 08/15/2017 2.250% 08/15/2027

1.17 3.93
US TREASURY N/B 9128282R0 2,985,000.00 HSBC 98.03 2,926,234.31 96,197.79 (20,969.72) DTD 08/15/2017 2.250% 08/15/2027

1.17 3.93
US TREASURY N/B 91282CFM8 805,000.00 BOFAML 100.22 806,792.74 7,044.11 3,216.94 DTD 09/30/2022 4.125% 09/30/2027

1.28 3.95
US TREASURY N/B 91282CFU0 915,000.00 Nomura 100.21 916,929.74 (10,794.48) (1,749.47) DTD 10/31/2022 4.125% 10/31/2027

1.36 3.97
US TREASURY N/B 91282CFU0 3,160,000.00 JPMorgan 100.21 3,166,664.44 (62,830.87) (13,497.78) DTD 10/31/2022 4.125% 10/31/2027

1.36 3.97
US TREASURY N/B 91282CAU5 8,775,000.00 WellsFar 95.27 8,360,240.85 887,437.14 (32,021.52) DTD 11/02/2020 0.500% 10/31/2027

1.38 3.97
US TREASURY N/B 91282CGC9 4,250,000.00 Nomura 99.82 4,242,362.75 (24,570.84) (13,498.10) DTD 01/03/2023 3.875% 12/31/2027

1.50 3.99
US TREASURY N/B 91282CBJ9 115,000.00 HSBC 94.81 109,034.38 9,208.99 (904.65) DTD 02/01/2021 0.750% 01/31/2028

1.62 4.00
US TREASURY N/B 91282CGH8 595,000.00 BNPPSA 99.20 590,258.45 (4,276.71) (4,576.87) DTD 01/31/2023 3.500% 01/31/2028

1.58 4.00
US TREASURY N/B 91282CGP0 1,245,000.00 TD Secur 100.01 1,245,097.11 13,908.83 4,938.80 DTD 02/28/2023 4.000% 02/29/2028

1.66 3.99
US TREASURY N/B 91282CBS9 880,000.00 BNPPSA 95.18 837,581.36 45,615.73 (9,479.60) DTD 03/31/2021 1.250% 03/31/2028

1.78 4.01
US TREASURY N/B 91282CMW8 1,220,000.00 Citigrou 99.54 1,214,424.60 (4,288.68) (4,372.61) DTD 04/15/2025 3.750% 04/15/2028

1.78 4.00
US TREASURY N/B 91282CHA2 225,000.00 GoldmanS 99.07 222,908.18 (3,120.14) (2,486.11) DTD 05/01/2023 3.500% 04/30/2028

1.83 4.01
US TREASURY N/B 91282CND9 545,000.00 Citigrou 99.52 542,360.02 (4,279.24) (4,035.07) DTD 05/15/2025 3.750% 05/15/2028

1.86 4.01
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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 9128285M8 510,000.00 MorganSt 97.88 499,202.28 (3,825.06) (4,674.39) DTD 11/15/2018 3.125% 11/15/2028

2.34 4.04
US TREASURY N/B 91282CKX8 1,795,000.00 Citigrou 100.53 1,804,536.84 23,700.51 18,630.52 DTD 07/01/2024 4.250% 06/30/2029

2.82 4.06
US TREASURY N/B 91282CLC3 2,105,000.00 Citigrou 99.80 2,100,806.84 (18,829.49) (13,791.04) DTD 07/31/2024 4.000% 07/31/2029

2.91 4.07
US TREASURY N/B 91282CLK5 7,550,000.00 Citigrou 98.63 7,446,776.40 (118,854.46) (113,732.57) DTD 09/03/2024 3.625% 08/31/2029

3.01 4.08
US TREASURY N/B 91282CLN9 8,695,000.00 TD Secur 98.21 8,539,098.65 (131,107.01) (138,899.35) DTD 09/30/2024 3.500% 09/30/2029

3.09 4.08
US TREASURY N/B 91282CLR0 4,850,000.00 HSBC 100.12 4,855,873.35 17,808.90 14,290.15 DTD 10/31/2024 4.125% 10/31/2029

3.15 4.09
US TREASURY N/B 91282CMA6 6,315,000.00 WellsFar 100.13 6,322,893.75 (3,453.52) (322.25) DTD 12/02/2024 4.125% 11/30/2029

3.23 4.09
US TREASURY N/B 91282CMD0 12,365,000.00 BNP Sec 100.94 12,481,404.11 143,935.56 136,785.42 DTD 12/31/2024 4.375% 12/31/2029

3.24 4.09
US TREASURY N/B 91282CMG3 3,470,000.00 BNP Sec 100.52 3,487,891.32 30,768.28 27,612.21 DTD 01/31/2025 4.250% 01/31/2030

3.33 4.10
US TREASURY N/B 91282CMG3 5,215,000.00 HSBC 100.52 5,241,888.54 (32,391.34) (20,686.84) DTD 01/31/2025 4.250% 01/31/2030

3.33 4.10
US TREASURY N/B 91282CGQ8 8,565,000.00 Nomura 99.66 8,536,230.17 (44,494.63) (40,884.81) DTD 02/28/2023 4.000% 02/28/2030

3.42 4.10
US TREASURY N/B 91282CMU2 10,775,000.00 BNP Sec 99.65 10,737,535.33 (91,339.67) (79,716.34) DTD 03/31/2025 4.000% 03/31/2030

3.50 4.10
US TREASURY N/B 91282CMZ1 4,690,000.00 Citigrou 99.18 4,651,527.93 (42,502.54) (42,321.39) DTD 04/30/2025 3.875% 04/30/2030

3.59 4.10
US TREASURY N/B 91282CHF1 5,400,000.00 RBS 98.69 5,329,335.60 (9,703.46) (20,875.36) DTD 05/31/2023 3.750% 05/31/2030

3.68 4.11
US TREASURY N/B 91282CNK3 1,805,000.00 Citigrou 99.11 1,788,995.07 (21,434.03) (20,514.29) DTD 06/30/2025 3.875% 06/30/2030

3.68 4.11
US TREASURY N/B 91282CNN7 3,780,000.00 BOFAML 99.09 3,745,594.44 (15,800.87) (18,622.59) DTD 07/31/2025 3.875% 07/31/2030

3.76 4.11
US TREASURY N/B 91282CNX5 16,460,000.00 Nomura 98.08 16,143,655.26 (228,900.99) (240,999.29) DTD 09/02/2025 3.625% 08/31/2030

3.87 4.12
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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 91282CPA3 1,225,000.00 Citigrou 98.05 1,201,074.52 (20,480.17) (20,906.89) DTD 09/30/2025 3.625% 09/30/2030

3.95 4.12
US TREASURY N/B 91282CPA3 1,500,000.00 JPMorgan 98.05 1,470,703.50 (22,851.19) (23,563.28) DTD 09/30/2025 3.625% 09/30/2030

3.95 4.12
US TREASURY N/B 91282CPN5 7,075,000.00 GoldmanS 97.44 6,893,979.05 (140,671.34) (144,333.68) DTD 12/01/2025 3.500% 11/30/2030

4.05 4.13
US TREASURY N/B 91282CPR6 695,000.00 HSBC 97.90 680,393.88 (11,212.56) (11,467.46) DTD 12/31/2025 3.625% 12/31/2030

4.13 4.13
US TREASURY N/B 91282CPW5 3,845,000.00 Nomura 98.38 3,782,818.66 (62,031.14) (62,050.82) DTD 02/02/2026 3.750% 01/31/2031

4.20 4.13
US TREASURY N/B 91282CPW5 4,960,000.00 BMO 98.38 4,879,786.88 (64,906.87) (65,820.76) DTD 02/02/2026 3.750% 01/31/2031

4.20 4.13
US TREASURY N/B 91282CQD6 5,250,000.00 Citigrou 97.30 5,108,496.75 (55,370.44) (58,708.37) DTD 03/02/2026 3.500% 02/28/2031

4.30 4.13
US TREASURY N/B 91282CQK0 6,225,000.00 MorganSt 98.84 6,152,534.78 11,912.71 11,771.37 DTD 04/30/2026 3.875% 04/30/2031

4.43 4.14
Security Type Sub-Total 195,447,000.00 193,750,170.01 (49,315.07) (1,047,249.88) 2.74 4.03 Municipal Bond / Note
HAWAII ST-TXBL-GP (CALLABLE) 419792S23 1,130,000.00 BOFAML 01/01/31 99.66 1,126,119.58 (3,880.42) (3,880.42) DTD 04/30/2026 4.212% 04/01/2031

4.23 4.34
Security Type Sub-Total 1,130,000.00 1,126,119.58 (3,880.42) (3,880.42) 4.23 4.34 Federal Agency Commercial Mortgage-Backed Security
FHMS K061 A2 3137BTUM1 2,324,727.50 Citigrou 99.54 2,314,054.67 60,885.19 (798.84) DTD 01/01/2017 3.347% 11/01/2026

0.41 3.96
FHMS K064 A2 3137BXQY1 4,000,000.00 MorganSt 99.35 3,974,000.00 200,875.00 25,427.34 DTD 05/01/2017 3.224% 03/01/2027

0.63 3.95
FHMS K065 A2 3137F1G44 2,275,000.00 Citigrou 99.19 2,256,683.98 111,696.68 13,427.85 DTD 07/01/2017 3.243% 04/01/2027

0.79 4.04
FHMS K066 A2 3137F2LJ3 3,481,672.78 CantorFi 99.01 3,447,134.59 191,226.53 28,147.03 DTD 08/01/2017 3.117% 06/01/2027

0.89 4.05
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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 K507 A1 3137HAMR4 3,171,385.97 BOFAML 100.69 3,193,408.07 71,790.67 44,604.27 DTD 09/01/2023 4.800% 04/01/2028

1.60 4.24
FHMS K506 A1 3137HAMG8 1,839,948.80 WellsFar 100.52 1,849,560.69 37,128.33 22,081.07 DTD 09/01/2023 4.650% 05/01/2028

1.60 4.21
FHMS KJ46 A1 3137HAD45 2,732,828.16 JPMorgan 100.37 2,742,975.15 10,215.31 10,175.74 DTD 07/01/2023 4.777% 06/01/2028

1.03 4.18
FHMS K505 A2 3137HACX2 3,500,000.00 JPMorgan 100.74 3,525,973.50 (8,984.50) 11,320.68 DTD 07/01/2023 4.819% 06/01/2028

1.82 4.32
FNA 2023-M6 A2 3136BQDE6 3,207,254.49 JPMorgan 99.60 3,194,287.56 41,406.06 10,491.65 DTD 07/01/2023 4.172% 07/01/2028

1.97 4.32
FHMS KJ47 A1 3137HAMN3 1,042,310.48 JPMorgan 100.64 1,048,987.52 6,682.26 6,679.25 DTD 09/01/2023 5.272% 08/01/2028

0.95 4.31
FHMS K506 A2 3137HAMH6 3,800,000.00 WellsFar 100.51 3,819,277.40 75,490.80 46,479.78 DTD 09/01/2023 4.650% 08/01/2028

1.98 4.28
FHMS K508 A2 3137HAQ74 3,850,000.00 BMO 100.72 3,877,542.90 111,996.50 69,264.29 DTD 10/01/2023 4.740% 08/01/2028

2.01 4.31
FHMS K509 A2 3137HAST4 2,890,000.00 MorganSt 100.89 2,915,787.47 117,929.34 73,375.65 DTD 10/01/2023 4.850% 09/01/2028

2.10 4.36
FHMS K507 A2 3137HAMS2 3,800,000.00 BOFAML 100.79 3,829,993.40 75,414.80 52,926.06 DTD 09/01/2023 4.800% 09/01/2028

2.05 4.35
FHMS K510 A2 3137HB3D4 1,465,000.00 JPMorgan 101.37 1,485,086.62 24,321.93 22,289.68 DTD 11/01/2023 5.069% 10/01/2028

2.13 4.36
FHMS K511 A2 3137HB3G7 2,125,000.00 BOFAML 100.94 2,145,079.13 26,184.25 23,273.20 DTD 12/01/2023 4.860% 10/01/2028

2.16 4.36
FHMS K512 A2 3137HBCF9 1,782,364.22 JPMorgan 101.36 1,806,623.98 7,616.04 15,352.37 DTD 12/01/2023 5.000% 11/01/2028

2.17 4.31
FHMS K513 A2 3137HBFY5 2,190,000.00 BMO 100.70 2,205,233.64 (6,642.27) 3,215.96 DTD 01/01/2024 4.724% 12/01/2028

2.30 4.37
FHMS K514 A2 3137HBLV4 2,220,000.00 JPMorgan 100.48 2,230,593.84 (11,603.94) (1,704.98) DTD 02/01/2024 4.572% 12/01/2028

2.25 4.31
FHMS K518 A2 3137HC2L5 2,715,000.00 JPMorgan 102.30 2,777,526.45 (3,027.23) 23,946.74 DTD 03/01/2024 5.400% 01/01/2029

2.40 4.39
FHMS K517 A2 3137HC2C5 3,355,000.00 BOFAML 102.21 3,429,068.34 (26,534.69) 16,271.45 DTD 03/01/2024 5.355% 01/01/2029

2.42 4.40
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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 K515 A2 3137HBPD0 3,750,000.00 WellsFar 102.22 3,833,145.00 (17,880.00) 25,675.27 DTD 02/01/2024 5.400% 01/01/2029

2.31 4.39
FHMS K516 A2 3137HBPM0 3,750,000.00 MorganSt 102.44 3,841,507.50 (20,981.25) 27,030.49 DTD 03/01/2024 5.477% 01/01/2029

2.35 4.39
FHMS K520 A2 3137HCKV3 2,125,000.00 BOFAML 102.10 2,169,546.38 35,921.00 39,235.60 DTD 04/01/2024 5.180% 03/01/2029

2.53 4.31
FHMS K524 A2 3137HDV56 3,245,000.00 PIER 100.83 3,271,819.93 6,892.39 13,771.74 DTD 07/01/2024 4.720% 05/01/2029

2.70 4.38
FHMS K526 A2 3137HDXL9 3,500,000.00 BMO 100.39 3,513,744.50 (18,994.50) (7,957.37) DTD 08/01/2024 4.543% 07/01/2029

2.85 4.38
FHMS K530 A2 3137HHJL6 3,980,000.00 JPMorgan 101.12 4,024,416.80 23,692.94 29,430.64 DTD 11/01/2024 4.792% 09/01/2029

2.98 4.40
FHMS K557 A2 3137HQSP7 1,985,000.00 MorganSt 97.96 1,944,591.35 (40,370.93) (40,374.85) DTD 03/01/2026 3.936% 01/01/2031

4.15 4.43
FHMS K558 A2 3137HQSV4 2,000,000.00 BMO 98.75 1,975,082.00 (30,118.00) (30,025.94) DTD 03/01/2026 4.130% 03/01/2031

4.15 4.43
Security Type Sub-Total 82,102,492.39 82,642,732.36 1,052,228.71 573,031.82 2.05 4.29 Corporate Note
TARGET CORP (CALLABLE) 87612EBM7 365,000.00 Citigrou 12/15/26 98.76 360,469.62 (3,909.88) (4,452.77) DTD 01/24/2022 1.950% 01/15/2027

0.61 3.99
MICROSOFT CORP (CALLABLE) 594918BY9 3,000,000.00 GoldmanS 11/06/26 99.58 2,987,478.00 73,308.00 1,590.99 DTD 02/06/2017 3.300% 02/06/2027

0.64 3.92
HOME DEPOT INC (CALLABLE) 437076BT8 3,610,000.00 TD Secur 06/14/27 98.38 3,551,445.80 145,771.80 (1,701.47) DTD 09/14/2017 2.800% 09/14/2027

1.22 4.14
JPMORGAN CHASE & CO (CALLABLE) 46647PCW4 1,535,000.00 BOFAML 02/24/27 99.01 1,519,749.78 116,191.83 36,058.30 DTD 02/24/2022 2.947% 02/24/2028

0.71 4.63
KENVUE INC (CALLABLE) 49177JAF9 2,300,000.00 JPMorgan 02/22/28 101.22 2,327,947.30 (26,355.70) (8,130.29) DTD 10/17/2023 5.050% 03/22/2028

1.65 4.34
JOHN DEERE CAPITAL CORP 24422EXB0 495,000.00 SBSC 101.64 503,114.54 1,382.54 5,260.92 DTD 07/14/2023 4.950% 07/14/2028

1.96 4.17
JOHN DEERE CAPITAL CORP 24422EXB0 895,000.00 TD Secur 101.64 909,671.74 5,981.29 10,979.75 DTD 07/14/2023 4.950% 07/14/2028

1.96 4.17
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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
JOHN DEERE CAPITAL CORP 24422EXB0 1,165,000.00 Citigrou 101.64 1,184,097.85 20,833.70 19,833.66 DTD 07/14/2023 4.950% 07/14/2028

1.96 4.17
PACCAR FINANCIAL CORP 69371RS64 1,130,000.00 TD Secur 101.48 1,146,705.92 23,791.02 19,830.65 DTD 08/10/2023 4.950% 08/10/2028

2.03 4.28
NATIONAL RURAL UTIL COOP (CALLABLE) 63743HFZ0 1,550,000.00 MUFG 07/25/28 99.43 1,541,096.80 (7,167.20) (7,591.83) DTD 08/25/2025 4.150% 08/25/2028

2.06 4.42
TOYOTA MOTOR CREDIT CORP 89236TLB9 2,800,000.00 BOFAML 102.08 2,858,136.40 63,008.40 60,508.81 DTD 09/11/2023 5.250% 09/11/2028

2.11 4.28
CITIBANK NA (CALLABLE) 17325FBB3 5,650,000.00 Citigrou 08/29/28 103.38 5,840,890.90 190,890.90 190,890.90 DTD 09/29/2023 5.803% 09/29/2028

2.10 4.30
BANK OF AMERICA CORP (CALLABLE) 06051GMK2 2,060,000.00 Citigrou 01/24/28 100.79 2,076,206.02 (6,618.78) 2,484.69 DTD 01/24/2025 4.979% 01/24/2029

1.54 4.50
ALPHABET INC (CALLABLE) 02079KBJ5 610,000.00 JPMorgan 01/15/29 98.70 602,088.30 (5,697.40) (5,908.25) DTD 02/13/2026 3.700% 02/15/2029

2.50 4.21
ALPHABET INC (CALLABLE) 02079KBJ5 655,000.00 SEEL 01/15/29 98.70 646,504.65 (7,794.50) (7,862.42) DTD 02/13/2026 3.700% 02/15/2029

2.50 4.21
ALPHABET INC (CALLABLE) 02079KBJ5 655,000.00 StifelNi 01/15/29 98.70 646,504.65 (7,846.90) (7,909.15) DTD 02/13/2026 3.700% 02/15/2029

2.50 4.21
ALPHABET INC (CALLABLE) 02079KBJ5 3,925,000.00 JPMorgan 01/15/29 98.70 3,874,092.75 (46,903.75) (47,294.52) DTD 02/13/2026 3.700% 02/15/2029

2.50 4.21
STATE STREET CORP (CALLABLE) 857477CN1 1,900,000.00 HSBC 02/20/28 100.29 1,905,587.90 5,587.90 5,587.90 DTD 08/20/2024 4.530% 02/20/2029

1.62 4.46
CATERPILLAR FINL SERVICE 14913UBJ8 2,790,000.00 Barclays 98.67 2,752,954.38 (33,362.82) (33,679.27) DTD 02/24/2026 3.750% 02/23/2029

2.54 4.27
CISCO SYSTEMS INC (CALLABLE) 17275RBR2 170,000.00 Citigrou 01/26/29 101.52 172,589.61 (1,872.89) (1,146.11) DTD 02/26/2024 4.850% 02/26/2029

2.48 4.25
BLACKROCK FUNDING INC (CALLABLE) 09290DAA9 365,000.00 Citigrou 02/14/29 101.22 369,467.24 5,127.89 4,853.37 DTD 03/14/2024 4.700% 03/14/2029

2.53 4.26
SALESFORCE INC (CALLABLE) 79466LAR5 3,250,000.00 Citigrou 02/15/29 100.20 3,256,636.50 7,351.50 7,300.45 DTD 03/13/2026 4.650% 03/15/2029

2.53 4.57
DEPOSITORY TRUST COMPANY 249672AC0 5,500,000.00 MUFG 02/27/29 99.71 5,484,088.50 (21,026.50) (20,781.07) (CALLABLE)
DTD 03/27/2026 4.300% 03/27/2029

2.58 4.41
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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
ADOBE INC (CALLABLE) 00724PAF6 1,295,000.00 TD Secur 03/04/29 101.26 1,311,348.08 14,638.68 15,338.61 DTD 04/04/2024 4.800% 04/04/2029

2.58 4.32
ADOBE INC (CALLABLE) 00724PAF6 1,580,000.00 BOFAML 03/04/29 101.26 1,599,945.92 22,300.12 21,351.67 DTD 04/04/2024 4.800% 04/04/2029

2.58 4.32
BANK OF NEW YORK MELLON (CALLABLE) 06405LAH4 2,700,000.00 JPMorgan 04/20/28 100.73 2,719,828.80 (7,387.20) 2,052.06 DTD 04/22/2025 4.729% 04/20/2029

1.78 4.47
PEPSICO INC (CALLABLE) 713448FX1 1,935,000.00 Citigrou 06/17/29 100.65 1,947,484.62 15,483.87 14,432.79 DTD 07/17/2024 4.500% 07/17/2029

2.81 4.28
ELI LILLY & CO (CALLABLE) 532457CQ9 660,000.00 MorganSt 07/14/29 99.86 659,044.98 490.38 3.54 DTD 08/14/2024 4.200% 08/14/2029

2.90 4.25
ELI LILLY & CO (CALLABLE) 532457CQ9 2,290,000.00 JPMorgan 07/14/29 99.86 2,286,686.37 (6,657.03) (5,536.42) DTD 08/14/2024 4.200% 08/14/2029

2.90 4.25
BANK OF NY MELLON CORP (CALLABLE) 06406RCG0 1,165,000.00 MorganSt 01/22/29 98.87 1,151,858.80 (13,141.20) (13,141.20) DTD 01/22/2026 4.026% 01/22/2030

2.60 4.44
BANK OF NY MELLON CORP (CALLABLE) 06406RCG0 2,310,000.00 JANE 01/22/29 98.87 2,283,943.20 (21,991.20) (22,316.94) DTD 01/22/2026 4.026% 01/22/2030

2.60 4.44
PEPSICO INC (CALLABLE) 713448GB8 730,000.00 MorganSt 01/07/30 101.06 737,725.59 8,951.99 8,654.68 DTD 02/07/2025 4.600% 02/07/2030

3.28 4.31
APPLE INC (CALLABLE) 037833DU1 1,834,000.00 JPMorgan 02/11/30 90.69 1,663,177.57 31,614.49 (3,412.54) DTD 05/11/2020 1.650% 05/11/2030

3.73 4.27
APPLE INC (CALLABLE) 037833DU1 4,890,000.00 SUSQ 02/11/30 90.69 4,434,535.62 84,733.92 (8,732.37) DTD 05/11/2020 1.650% 05/11/2030

3.73 4.27
CHARLES SCHWAB CORP (CALLABLE) 808513CQ6 770,000.00 GoldmanS 05/21/29 100.53 774,051.74 4,051.74 4,051.74 DTD 05/21/2026 4.744% 05/21/2030

2.76 4.52
CHARLES SCHWAB CORP (CALLABLE) 808513CQ6 2,480,000.00 UBSS 05/21/29 100.53 2,493,049.76 14,289.76 14,275.20 DTD 05/21/2026 4.744% 05/21/2030

2.76 4.52
JPMORGAN CHASE & CO (CALLABLE) 46647PEJ1 4,330,000.00 CIDLY 07/22/29 100.96 4,371,498.72 (40,121.78) (36,656.35) DTD 07/22/2024 4.995% 07/22/2030

2.83 4.72
NOVARTIS CAPITAL CORP (CALLABLE) 66989HAY4 5,525,000.00 JPMorgan 10/05/30 98.40 5,436,716.03 (71,708.97) (73,458.78) DTD 11/05/2025 4.100% 11/05/2030

3.97 4.52
CATERPILLAR FINL SERVICE 14913UBH2 430,000.00 Citigrou 98.57 423,861.32 (5,983.88) (5,995.94) DTD 01/08/2026 4.150% 01/08/2031

4.08 4.50
TOTALENERGI CAP USA LLC (CALLABLE) 89158TAA7 1,790,000.00 Citigrou 12/13/30 98.78 1,768,158.42 (21,841.58) (21,841.58) DTD 01/13/2026 4.248% 01/13/2031

4.06 4.54
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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
TOTALENERGI CAP USA LLC (CALLABLE) 89158TAA7 2,460,000.00 SMBC 12/13/30 98.78 2,429,983.08 (35,822.52) (35,419.15) DTD 01/13/2026 4.248% 01/13/2031

4.06 4.54
VISA INC (CALLABLE) 92826CAZ5 7,500,000.00 BBVA 01/12/31 99.41 7,455,727.50 (107,047.50) (104,210.33) DTD 02/12/2026 4.100% 02/12/2031

4.17 4.24
BANK OF AMERICA CORP (CALLABLE) 06051GHZ5 4,060,000.00 CIDLY 02/13/30 92.56 3,757,793.90 (5,541.90) (16,840.54) DTD 02/13/2020 2.496% 02/13/2031

3.45 4.77
AMAZON.COM INC (CALLABLE) 023135DD5 6,000,000.00 JPMorgan 02/13/31 98.88 5,932,812.00 5,832.00 5,132.02 DTD 03/13/2026 4.250% 03/13/2031

4.22 4.54
DEPOSITORY TRUST COMPANY 249672AA4 1,025,000.00 Citigrou 02/27/31 99.68 1,021,715.90 (2,423.10) (2,454.31) (CALLABLE)
DTD 03/27/2026 4.550% 03/27/2031

4.23 4.63
WALMART INC (CALLABLE) 931142FT5 1,445,000.00 Citigrou 03/30/31 99.25 1,434,207.30 (7,700.40) (7,754.82) DTD 04/30/2026 4.150% 04/30/2031

4.37 4.32
Security Type Sub-Total 105,579,000.00 104,612,680.37 345,689.14 (53,755.72) 2.81 4.38 Certificate of Deposit
COOPERAT RABOBANK UA/NY 21684LGS5 3,500,000.00 RABO UA 100.19 3,506,748.00 6,748.00 6,748.00 DTD 07/20/2023 5.080% 07/17/2026

0.13 3.56
Security Type Sub-Total 3,500,000.00 3,506,748.00 6,748.00 6,748.00 0.13 3.56 Bank Note
MORGAN STANLEY BANK NA (CALLABLE) 61690U8B9 1,360,000.00 MorganSt 05/26/27 101.09 1,374,848.48 14,848.48 14,848.48 DTD 05/30/2024 5.504% 05/26/2028

0.95 4.43
MORGAN STANLEY BANK NA (CALLABLE) 61690U8B9 2,640,000.00 MorganSt 05/26/27 101.09 2,668,823.52 23,253.12 27,019.97 DTD 05/30/2024 5.504% 05/26/2028

0.95 4.43
MORGAN STANLEY PVT BANK (CALLABLE) 61776NU43 2,000,000.00 CIDLY 02/08/29 98.90 1,978,002.00 (22,698.00) (22,631.54) DTD 02/02/2026 4.213% 02/08/2030

2.50 4.63
Security Type Sub-Total 6,000,000.00 6,021,674.00 15,403.60 19,236.91 1.46 4.50 Asset-Backed Security
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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
KCOT 2023-2A A3 500945AC4 412,293.22 JPMorgan 100.46 414,173.69 1,984.61 1,918.39 DTD 07/26/2023 5.280% 01/18/2028

0.38 4.12
BAAT 2023-1A A3 06428AAC2 368,413.29 BOFAML 100.47 370,138.57 1,739.24 1,730.52 DTD 07/31/2023 5.530% 02/15/2028

0.31 4.10
HAROT 2023-3 A3 43815QAC1 645,851.26 BOFAML 100.47 648,868.03 3,149.95 3,067.62 DTD 08/22/2023 5.410% 02/18/2028

0.34 4.10
TAOT 2023-C A3 89231FAD2 257,865.33 BNPPSA 100.40 258,890.34 1,083.34 1,048.46 DTD 08/15/2023 5.160% 04/17/2028

0.36 4.11
USAOT 2023-A A3 90291VAC4 614,787.40 JPMorgan 100.41 617,317.86 2,638.05 2,578.19 DTD 09/15/2023 5.580% 05/15/2028

0.23 3.86
BAAT 2023-2A A3 06054YAC1 1,146,375.22 BOFAML 100.59 1,153,185.84 6,831.37 6,819.42 DTD 11/21/2023 5.740% 06/15/2028

0.37 4.23
TAOT 2023-D A3 89239FAD4 431,970.39 JPMorgan 100.79 435,381.23 3,457.41 3,433.21 DTD 11/14/2023 5.540% 08/15/2028

0.56 4.19
FITAT 2023-1 A3 31680EAD3 876,403.10 JPMorgan 100.49 880,693.09 4,344.33 4,314.07 DTD 08/23/2023 5.530% 08/15/2028

0.40 4.37
CHAIT 2023-A1 A 161571HT4 3,020,000.00 JPMorgan 100.36 3,030,793.48 11,630.62 11,203.36 DTD 09/15/2023 5.160% 09/15/2028

0.29 3.95
AMXCA 2023-3 A 02582JKD1 3,090,000.00 Citigrou 100.39 3,102,122.07 12,260.19 12,188.59 DTD 09/19/2023 5.230% 09/15/2028

0.29 3.89
HART 2023-C A3 44918CAD4 570,539.27 BNPPSA 100.67 574,349.90 3,885.65 3,848.64 DTD 11/13/2023 5.540% 10/16/2028

0.48 4.20
BACCT 2023-A2 A2 05522RDH8 1,365,000.00 BOFAML 100.48 1,371,598.41 6,781.73 6,692.87 DTD 12/14/2023 4.980% 11/15/2028

0.44 3.94
GMCAR 2024-1 A3 36268GAD7 199,820.06 Barclays 100.36 200,537.02 757.14 738.94 DTD 01/17/2024 4.850% 12/18/2028

0.52 4.21
CHAIT 2024-A1 A 161571HV9 3,390,000.00 JPMorgan 100.39 3,403,224.39 13,740.69 13,508.58 DTD 01/31/2024 4.600% 01/15/2029

0.60 4.00
KCOT 2025-1A A3 50117FAC5 1,550,000.00 JPMorgan 100.50 1,557,732.95 7,786.11 7,768.02 DTD 02/19/2025 4.670% 06/15/2029

1.51 4.38
HART 2025-A A3 44935CAD3 2,525,000.00 Barclays 100.13 2,528,403.70 3,776.14 3,680.55 DTD 03/12/2025 4.320% 10/15/2029

1.04 4.23
HART 2025-B A3 44935XAD7 960,000.00 JPMorgan 100.19 961,793.28 1,879.97 1,862.52 DTD 06/11/2025 4.360% 12/17/2029

1.27 4.25
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 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
USAOT 2025-A A3 90327HAC3 960,000.00 JPMorgan 99.73 957,426.24 (2,489.47) (2,504.02) DTD 10/09/2025 3.950% 12/17/2029

1.25 4.20
HAROT 2025-3 A3 43813QAD1 2,355,000.00 Barclays 99.77 2,349,623.54 (5,327.24) (5,335.83) DTD 08/12/2025 4.040% 02/21/2030

1.44 4.23
ALLYA 2025-1 A3 02008KAC7 860,000.00 Barclays 99.77 858,025.44 (1,851.75) (1,868.83) DTD 10/16/2025 3.960% 03/15/2030

1.08 4.24
TAOT 2025-C A3 89238VAD0 1,635,000.00 RBC Capi 99.78 1,631,393.19 (3,434.48) (3,463.63) DTD 07/30/2025 4.110% 03/15/2030

1.42 4.30
HART 2025-C A3 44935JAD8 2,040,000.00 Citigrou 99.34 2,026,566.60 (13,100.47) (13,155.13) DTD 09/17/2025 3.880% 04/15/2030

1.58 4.33
GMCAR 2025-2 A3 362549AD9 680,000.00 TD Secur 100.15 680,994.84 1,094.94 1,074.83 DTD 05/14/2025 4.280% 04/16/2030

1.05 4.18
BACCT 2025-A1 A 05522RDK1 1,830,000.00 BOFAML 100.18 1,833,292.17 3,299.12 3,292.17 DTD 06/12/2025 4.310% 05/15/2030

1.84 4.25
HAROT 2025-4 A3 43814XAD5 1,745,000.00 BOFAML 99.56 1,737,288.85 (7,373.32) (7,411.77) DTD 11/12/2025 3.980% 06/17/2030

1.73 4.27
TAOT 2025-D A3 89231GAD0 2,575,000.00 JPMorgan 99.37 2,558,738.88 (15,965.00) (16,001.08) DTD 10/23/2025 3.840% 06/17/2030

1.58 4.27
CCCIT 2025-A1 A 17305EHA6 3,990,000.00 Citigrou 100.04 3,991,771.56 2,854.05 2,668.35 DTD 06/26/2025 4.300% 06/21/2030

1.91 4.28
CHAOT 2025-1A A3 16145NAC5 1,135,000.00 JPMorgan 100.07 1,135,836.50 947.39 929.52 DTD 07/30/2025 4.290% 06/25/2030

1.50 4.28
COPAR 2025-1 A3 14043YAD7 965,000.00 JPMorgan 99.22 957,425.72 (7,369.89) (7,394.33) DTD 11/05/2025 3.850% 07/15/2030

1.81 4.32
AMXCA 2025-4 A 02582JKV1 2,265,000.00 Barclays 100.08 2,266,762.17 2,088.56 2,035.50 DTD 07/22/2025 4.300% 07/15/2030

1.99 4.30
CHAIT 2025-A1 A 161571HZ0 3,190,000.00 JPMorgan 99.81 3,183,919.86 (6,016.02) (6,031.88) DTD 07/25/2025 4.160% 07/15/2030

1.99 4.29
COMET 2025-A1 A 14041NGF2 2,565,000.00 WellsFar 99.09 2,541,768.80 (22,744.88) (22,815.82) DTD 09/16/2025 3.820% 09/15/2030

2.15 4.27
TAOT 2026-A A3 89240KAD0 1,040,000.00 BNP Sec 99.19 1,031,541.68 (8,369.71) (8,376.18) DTD 01/21/2026 3.860% 09/16/2030

1.96 4.31
HART 2025-D A3 44891XAD9 1,810,000.00 BNP Sec 99.48 1,800,577.14 (9,269.73) (9,287.43) DTD 11/12/2025 3.990% 09/16/2030

1.86 4.30
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Managed Account Fair Market Value & Analytics For the Month Ending May 31, 2026 CITY OF MODESTO - Combined Portfolio
Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost at Mkt Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Duration
Asset-Backed Security
HAROT 2026-1 A3 43815CAD0 1,005,000.00 MUFG 99.00 994,906.79 (9,933.11) (9,945.51) DTD 02/18/2026 3.780% 09/23/2030

2.02 4.31
BAAT 2026-1A A3 05620EAD0 1,110,000.00 BOFAML 99.57 1,105,268.07 (4,561.99) (4,568.09) DTD 04/24/2026 4.180% 10/15/2030

1.98 4.43
FORDO 2026-A A3 34532WAD7 1,655,000.00 Barclays 99.55 1,647,532.64 (7,151.09) (7,169.43) DTD 03/24/2026 4.050% 10/15/2030

2.13 4.30
CHAOT 2025-2A A3 16144MAD6 1,585,000.00 JPMorgan 99.22 1,572,643.34 (12,293.89) (12,305.42) DTD 10/29/2025 3.860% 10/25/2030

1.74 4.34
HAROT 2026-2 A3 43814YAD3 2,675,000.00 Barclays 99.97 2,674,299.15 (623.54) (625.05) DTD 05/13/2026 4.300% 11/15/2030

2.17 4.35
TAOT 2026-B A3 89240QAD7 1,685,000.00 MIZU 99.55 1,677,469.74 (7,174.89) (7,188.92) DTD 04/21/2026 4.130% 12/16/2030

2.22 4.37
HART 2026-A A3 448981AD2 690,000.00 BOFAML 98.93 682,587.33 (7,366.10) (7,371.03) DTD 02/18/2026 3.790% 02/18/2031

2.09 4.34
VZMT 2026-1 A1A 92348KFC2 3,620,000.00 SMBC 99.50 3,601,892.76 (17,603.34) (17,624.70) DTD 03/13/2026 3.940% 02/20/2031

2.16 4.38
BACCT 2026-A1 A 05522RDL9 3,690,000.00 BOFAML 99.80 3,682,446.57 (7,182.22) (7,196.50) DTD 05/14/2026 4.220% 04/15/2031

2.65 4.33
Security Type Sub-Total 70,779,318.55 70,691,203.42 (79,191.53) (81,238.26) 1.51 4.24 Managed Account Sub-Total 464,537,810.94 462,351,327.74 1,287,682.43 (587,107.55) 2.41 4.19 Total Investments $465,632,830.89
$3,281,503.15
$462,351,327.74
Accrued Interest
Securities Sub-Total $464,537,810.94 $1,287,682.43 ($587,107.55) 2.41 4.19% PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 28 U.S. Bancorp Asset Management, Inc.
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Managed Account Security Transactions & Interest For the Month Ending May 31, 2026 CITY OF MODESTO - Combined Portfolio
Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method
BUY
05/13/26 HAROT 2026-2 A3
DTD 05/13/2026 4.300% 11/15/2030
05/05/26 43814YAD3 2,675,000.00 (2,674,922.69) 0.00 (2,674,922.69) 05/14/26 BACCT 2026-A1 A
DTD 05/14/2026 4.220% 04/15/2031
05/07/26 05522RDL9 3,690,000.00 (3,689,628.79) 0.00 (3,689,628.79) 05/13/26 AMAZON.COM INC (CALLABLE)
DTD 03/13/2026 4.250% 03/13/2031
05/12/26 023135DD5 6,000,000.00 (5,926,980.00) (42,500.00) (5,969,480.00) 05/15/26 US TREASURY N/B
DTD 05/15/2024 4.500% 05/15/2027
05/14/26 91282CKR1 11,210,000.00 (11,280,500.39) 0.00 (11,280,500.39) 05/21/26 CHARLES SCHWAB CORP (CALLABLE)
DTD 05/21/2026 4.744% 05/21/2030
05/18/26 808513CQ6 770,000.00 (770,000.00) 0.00 (770,000.00) 05/21/26 CHARLES SCHWAB CORP (CALLABLE)
DTD 05/21/2026 4.744% 05/21/2030
05/19/26 808513CQ6 2,480,000.00 (2,478,760.00) 0.00 (2,478,760.00) 05/29/26 US TREASURY N/B
DTD 04/30/2026 3.875% 04/30/2031
05/28/26 91282CQK0 6,225,000.00 (6,140,622.07) (19,009.09) (6,159,631.16) Transaction Type Sub-Total 33,050,000.00 (32,961,413.94) (61,509.09) (33,022,923.03) CALL
05/21/26 GOLDMAN SACHS BANK USA
(CALLABLE)
DTD 05/21/2024 5.414% 05/21/2027
05/21/26 38151LAG5 3,000,000.00 3,000,000.00 0.00 3,000,000.00 (18,870.00) 0.00 Transaction Type Sub-Total 3,000,000.00 3,000,000.00 0.00 3,000,000.00 (18,870.00) 0.00

INTEREST
05/01/26 MONEY MARKET FUND
DTD 01/01/2010 0.000% --
05/01/26 MONEY0002 0.00 3,772.78 3,772.78
05/25/26 FHMS K526 A2
DTD 08/01/2024 4.543% 07/01/2029
05/01/26 3137HDXL9 0.00 13,250.42 13,250.42
05/25/26 FHMS K530 A2
DTD 11/01/2024 4.792% 09/01/2029
05/01/26 3137HHJL6 0.00 15,893.47 15,893.47
05/25/26 FHMS K507 A2
DTD 09/01/2023 4.800% 09/01/2028
05/01/26 3137HAMS2 0.00 15,200.00 15,200.00
05/25/26 FHMS K506 A2
DTD 09/01/2023 4.650% 08/01/2028
05/01/26 3137HAMH6 0.00 14,725.00 14,725.00
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Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/25/26 FHMS K512 A2
DTD 12/01/2023 5.000% 11/01/2028
05/01/26 3137HBCF9 0.00 7,427.60 7,427.60
05/25/26 FHMS K524 A2
DTD 07/01/2024 4.720% 05/01/2029
05/01/26 3137HDV56 0.00 12,763.67 12,763.67
05/25/26 FHMS K505 A2
DTD 07/01/2023 4.819% 06/01/2028
05/01/26 3137HACX2 0.00 14,055.42 14,055.42
05/25/26 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
05/01/26 3137HAMR4 0.00 12,788.35 12,788.35
05/25/26 FHMS K508 A2
DTD 10/01/2023 4.740% 08/01/2028
05/01/26 3137HAQ74 0.00 15,207.50 15,207.50
05/25/26 FHMS K558 A2
DTD 03/01/2026 4.130% 03/01/2031
05/01/26 3137HQSV4 0.00 6,883.33 6,883.33
05/25/26 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
05/01/26 3137HAMG8 0.00 7,139.47 7,139.47
05/25/26 FHMS K515 A2
DTD 02/01/2024 5.400% 01/01/2029
05/01/26 3137HBPD0 0.00 16,875.00 16,875.00
05/25/26 FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
05/01/26 3137BTUM1 0.00 6,498.93 6,498.93
05/25/26 FHMS K557 A2
DTD 03/01/2026 3.936% 01/01/2031
05/01/26 3137HQSP7 0.00 6,510.80 6,510.80
05/25/26 FHMS K517 A2
DTD 03/01/2024 5.355% 01/01/2029
05/01/26 3137HC2C5 0.00 14,971.69 14,971.69
05/25/26 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
05/01/26 3137HAMN3 0.00 4,605.90 4,605.90
05/25/26 FHMS K065 A2
DTD 07/01/2017 3.243% 04/01/2027
05/01/26 3137F1G44 0.00 6,148.19 6,148.19
05/25/26 FHMS K518 A2
DTD 03/01/2024 5.400% 01/01/2029
05/01/26 3137HC2L5 0.00 12,217.50 12,217.50
05/25/26 FHMS K513 A2
DTD 01/01/2024 4.724% 12/01/2028
05/01/26 3137HBFY5 0.00 8,621.30 8,621.30
05/25/26 FHMS K509 A2
DTD 10/01/2023 4.850% 09/01/2028
05/01/26 3137HAST4 0.00 11,680.42 11,680.42
05/25/26 FHMS K510 A2
DTD 11/01/2023 5.069% 10/01/2028
05/01/26 3137HB3D4 0.00 6,188.40 6,188.40
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Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/25/26 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
05/01/26 3137F2LJ3 0.00 9,058.60 9,058.60
05/25/26 FHMS K516 A2
DTD 03/01/2024 5.477% 01/01/2029
05/01/26 3137HBPM0 0.00 17,115.63 17,115.63
05/25/26 FHMS K514 A2
DTD 02/01/2024 4.572% 12/01/2028
05/01/26 3137HBLV4 0.00 8,458.20 8,458.20
05/25/26 FHMS K064 A2
DTD 05/01/2017 3.224% 03/01/2027
05/01/26 3137BXQY1 0.00 10,746.67 10,746.67
05/25/26 FHMS K511 A2
DTD 12/01/2023 4.860% 10/01/2028
05/01/26 3137HB3G7 0.00 8,606.25 8,606.25
05/25/26 FNA 2023-M6 A2
DTD 07/01/2023 4.172% 07/01/2028
05/01/26 3136BQDE6 0.00 11,151.46 11,151.46
05/25/26 FHMS K520 A2
DTD 04/01/2024 5.180% 03/01/2029
05/01/26 3137HCKV3 0.00 9,172.92 9,172.92
05/25/26 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
05/01/26 3137HAD45 0.00 10,894.57 10,894.57
05/05/26 NOVARTIS CAPITAL CORP (CALLABLE)
DTD 11/05/2025 4.100% 11/05/2030
05/05/26 66989HAY4 0.00 113,262.50 113,262.50
05/11/26 APPLE INC (CALLABLE)
DTD 05/11/2020 1.650% 05/11/2030
05/11/26 037833DU1 0.00 55,473.00 55,473.00
05/15/26 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
05/15/26 89239FAD4 0.00 2,170.66 2,170.66
05/15/26 TAOT 2026-A A3
DTD 01/21/2026 3.860% 09/16/2030
05/15/26 89240KAD0 0.00 3,345.33 3,345.33
05/15/26 HART 2023-C A3
DTD 11/13/2023 5.540% 10/16/2028
05/15/26 44918CAD4 0.00 2,907.94 2,907.94
05/15/26 TAOT 2025-D A3
DTD 10/23/2025 3.840% 06/17/2030
05/15/26 89231GAD0 0.00 8,240.00 8,240.00
05/15/26 CHAIT 2024-A1 A
DTD 01/31/2024 4.600% 01/15/2029
05/15/26 161571HV9 0.00 12,995.00 12,995.00
05/15/26 COPAR 2025-1 A3
DTD 11/05/2025 3.850% 07/15/2030
05/15/26 14043YAD7 0.00 3,096.04 3,096.04
05/15/26 TAOT 2026-B A3
DTD 04/21/2026 4.130% 12/16/2030
05/15/26 89240QAD7 0.00 4,639.37 4,639.37
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Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/15/26 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
05/15/26 06054YAC1 0.00 6,159.61 6,159.61
05/15/26 COMET 2025-A1 A
DTD 09/16/2025 3.820% 09/15/2030
05/15/26 14041NGF2 0.00 8,165.25 8,165.25
05/15/26 US TREASURY N/B
DTD 05/15/2025 3.750% 05/15/2028
05/15/26 91282CND9 0.00 10,218.75 10,218.75
05/15/26 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05/15/26 05522RDH8 0.00 5,664.75 5,664.75
05/15/26 KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
05/15/26 500945AC4 0.00 2,041.52 2,041.52
05/15/26 US TREASURY N/B
DTD 11/15/2018 3.125% 11/15/2028
05/15/26 9128285M8 0.00 7,968.75 7,968.75
05/15/26 HART 2025-D A3
DTD 11/12/2025 3.990% 09/16/2030
05/15/26 44891XAD9 0.00 6,018.25 6,018.25
05/15/26 ALLYA 2025-1 A3
DTD 10/16/2025 3.960% 03/15/2030
05/15/26 02008KAC7 0.00 2,838.00 2,838.00
05/15/26 FITAT 2023-1 A3
DTD 08/23/2023 5.530% 08/15/2028
05/15/26 31680EAD3 0.00 4,525.50 4,525.50
05/15/26 CHAIT 2023-A1 A
DTD 09/15/2023 5.160% 09/15/2028
05/15/26 161571HT4 0.00 12,986.00 12,986.00
05/15/26 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
05/15/26 06428AAC2 0.00 1,963.77 1,963.77
05/15/26 BACCT 2025-A1 A
DTD 06/12/2025 4.310% 05/15/2030
05/15/26 05522RDK1 0.00 6,572.75 6,572.75
05/15/26 USAOT 2023-A A3
DTD 09/15/2023 5.580% 05/15/2028
05/15/26 90291VAC4 0.00 3,458.01 3,458.01
05/15/26 HAROT 2025-4 A3
DTD 11/12/2025 3.980% 06/17/2030
05/15/26 43814XAD5 0.00 5,787.58 5,787.58
05/15/26 USAOT 2025-A A3
DTD 10/09/2025 3.950% 12/17/2029
05/15/26 90327HAC3 0.00 3,160.00 3,160.00
05/15/26 HART 2025-A A3
DTD 03/12/2025 4.320% 10/15/2029
05/15/26 44935CAD3 0.00 9,090.00 9,090.00
05/15/26 TAOT 2023-C A3
DTD 08/15/2023 5.160% 04/17/2028
05/15/26 89231FAD2 0.00 1,251.07 1,251.07
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Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/15/26 CHAIT 2025-A1 A
DTD 07/25/2025 4.160% 07/15/2030
05/15/26 161571HZ0 0.00 11,058.67 11,058.67
05/15/26 HART 2025-C A3
DTD 09/17/2025 3.880% 04/15/2030
05/15/26 44935JAD8 0.00 6,596.00 6,596.00
05/15/26 FORDO 2026-A A3
DTD 03/24/2026 4.050% 10/15/2030
05/15/26 34532WAD7 0.00 5,585.63 5,585.63
05/15/26 BAAT 2026-1A A3
DTD 04/24/2026 4.180% 10/15/2030
05/15/26 05620EAD0 0.00 2,706.55 2,706.55
05/15/26 AMXCA 2025-4 A
DTD 07/22/2025 4.300% 07/15/2030
05/15/26 02582JKV1 0.00 8,116.25 8,116.25
05/15/26 TAOT 2025-C A3
DTD 07/30/2025 4.110% 03/15/2030
05/15/26 89238VAD0 0.00 5,599.88 5,599.88
05/15/26 US TREASURY N/B
DTD 05/15/2023 3.625% 05/15/2026
05/15/26 91282CHB0 0.00 200,915.63 200,915.63
05/15/26 HART 2026-A A3
DTD 02/18/2026 3.790% 02/18/2031
05/15/26 448981AD2 0.00 2,179.25 2,179.25
05/15/26 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
05/15/26 02582JKD1 0.00 13,467.25 13,467.25
05/15/26 HART 2025-B A3
DTD 06/11/2025 4.360% 12/17/2029
05/15/26 44935XAD7 0.00 3,488.00 3,488.00
05/15/26 KCOT 2025-1A A3
DTD 02/19/2025 4.670% 06/15/2029
05/15/26 50117FAC5 0.00 6,032.08 6,032.08
05/16/26 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
05/16/26 36268GAD7 0.00 885.19 885.19
05/16/26 GMCAR 2025-2 A3
DTD 05/14/2025 4.280% 04/16/2030
05/16/26 362549AD9 0.00 2,425.33 2,425.33
05/18/26 HAROT 2023-3 A3
DTD 08/22/2023 5.410% 02/18/2028
05/18/26 43815QAC1 0.00 3,339.86 3,339.86
05/20/26 VZMT 2026-1 A1A
DTD 03/13/2026 3.940% 02/20/2031
05/20/26 92348KFC2 0.00 11,885.67 11,885.67
05/21/26 GOLDMAN SACHS BANK USA
(CALLABLE)
DTD 05/21/2024 5.414% 05/21/2027
05/21/26 38151LAG5 0.00 81,210.00 81,210.00
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Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

INTEREST
05/21/26 HAROT 2025-3 A3
DTD 08/12/2025 4.040% 02/21/2030
05/21/26 43813QAD1 0.00 7,928.50 7,928.50
05/21/26 HAROT 2026-1 A3
DTD 02/18/2026 3.780% 09/23/2030
05/21/26 43815CAD0 0.00 3,165.75 3,165.75
05/25/26 CHAOT 2025-1A A3
DTD 07/30/2025 4.290% 06/25/2030
05/25/26 16145NAC5 0.00 4,057.63 4,057.63
05/25/26 CHAOT 2025-2A A3
DTD 10/29/2025 3.860% 10/25/2030
05/25/26 16144MAD6 0.00 5,098.42 5,098.42
05/26/26 MORGAN STANLEY BANK NA
(CALLABLE)
DTD 05/30/2024 5.504% 05/26/2028
05/26/26 61690U8B9 0.00 110,080.00 110,080.00
05/31/26 US TREASURY N/B
DTD 05/31/2023 3.750% 05/31/2030
05/31/26 91282CHF1 0.00 101,250.00 101,250.00
05/31/26 US TREASURY N/B
DTD 12/02/2024 4.125% 11/30/2029
05/31/26 91282CMA6 0.00 130,246.88 130,246.88
05/31/26 US TREASURY N/B
DTD 12/01/2025 3.500% 11/30/2030
05/31/26 91282CPN5 0.00 123,812.50 123,812.50
Transaction Type Sub-Total 0.00 1,473,759.76 1,473,759.76

MATURITY
05/15/26 US TREASURY N/B
DTD 05/15/2023 3.625% 05/15/2026
05/15/26 91282CHB0 11,085,000.00 11,085,000.00 0.00 11,085,000.00 55,858.01 0.00 Transaction Type Sub-Total 11,085,000.00 11,085,000.00 0.00 11,085,000.00 55,858.01 0.00

PAYDOWNS
05/25/26 FNA 2023-M6 A2
DTD 07/01/2023 4.172% 07/01/2028
05/01/26 3136BQDE6 282.21 282.21 0.00 282.21 4.78 2.14
05/25/26 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
05/01/26 3137F2LJ3 5,756.48 5,756.48 0.00 5,756.48 373.27 111.74 05/25/26 FHMS K061 A2
DTD 01/01/2017 3.347% 11/01/2026
05/01/26 3137BTUM1 5,334.34 5,334.34 0.00 5,334.34 164.20 26.56 05/25/26 FHMS KJ46 A1
DTD 07/01/2023 4.777% 06/01/2028
05/01/26 3137HAD45 3,928.16 3,928.16 0.00 3,928.16 0.10 0.04 PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 34 U.S. Bancorp Asset Management, Inc.
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Transaction Type
Trade Settle Security Description CUSIP Par Proceeds
Principal Accrued
Interest Total Cost
Realized G/L Realized G/L Sale
Amort Cost Method

PAYDOWNS
05/25/26 FHMS K512 A2
DTD 12/01/2023 5.000% 11/01/2028
05/01/26 3137HBCF9 260.30 260.30 0.00 260.30 (2.43) (1.34) 05/25/26 FHMS K507 A1
DTD 09/01/2023 4.800% 04/01/2028
05/01/26 3137HAMR4 25,702.14 25,702.14 0.00 25,702.14 403.34 190.57 05/25/26 FHMS KJ47 A1
DTD 09/01/2023 5.272% 08/01/2028
05/01/26 3137HAMN3 6,073.33 6,073.33 0.00 6,073.33 0.03 0.01 05/25/26 FHMS K506 A1
DTD 09/01/2023 4.650% 05/01/2028
05/01/26 3137HAMG8 2,494.36 2,494.36 0.00 2,494.36 37.30 17.57 05/15/26 HART 2023-C A3
DTD 11/13/2023 5.540% 10/16/2028
05/15/26 44918CAD4 59,338.50 59,338.50 0.00 59,338.50 7.80 4.02 05/15/26 TAOT 2023-C A3
DTD 08/15/2023 5.160% 04/17/2028
05/15/26 89231FAD2 33,081.89 33,081.89 0.00 33,081.89 7.48 3.08 05/15/26 FITAT 2023-1 A3
DTD 08/23/2023 5.530% 08/15/2028
05/15/26 31680EAD3 105,622.91 105,622.91 0.00 105,622.91 6.55 2.96 05/15/26 USAOT 2023-A A3
DTD 09/15/2023 5.580% 05/15/2028
05/15/26 90291VAC4 128,870.81 128,870.81 0.00 128,870.81 22.55 10.22 05/15/26 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
05/15/26 06054YAC1 141,348.17 141,348.17 0.00 141,348.17 2.56 1.11 05/15/26 BAAT 2023-1A A3
DTD 07/31/2023 5.530% 02/15/2028
05/15/26 06428AAC2 57,721.73 57,721.73 0.00 57,721.73 2.19 0.84 05/15/26 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
05/15/26 89239FAD4 38,207.60 38,207.60 0.00 38,207.60 4.12 2.02 05/15/26 KCOT 2023-2A A3
DTD 07/26/2023 5.280% 01/18/2028
05/15/26 500945AC4 51,689.21 51,689.21 0.00 51,689.21 13.06 4.88 05/16/26 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
05/16/26 36268GAD7 19,194.99 19,194.99 0.00 19,194.99 3.86 2.14 05/18/26 HAROT 2023-3 A3
DTD 08/22/2023 5.410% 02/18/2028
05/18/26 43815QAC1 94,968.56 94,968.56 0.00 94,968.56 19.58 7.63 Transaction Type Sub-Total 779,875.69 779,875.69 0.00 779,875.69 1,070.34 386.19 SELL
05/13/26 US TREASURY N/B
DTD 04/30/2020 0.500% 04/30/2027
05/11/26 912828ZN3 5,980,000.00 5,794,993.75 1,056.25 5,796,050.00 450,368.75 (55,652.87) FIFO PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 35 U.S. Bancorp Asset Management, Inc.
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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
05/13/26 US TREASURY N/B
DTD 06/30/2020 0.500% 06/30/2027
05/11/26 912828ZV5 400,000.00 385,406.25 734.81 386,141.06 30,437.50 (4,174.75) FIFO 05/13/26 AMAZON.COM INC (CALLABLE)
DTD 11/20/2025 4.100% 11/20/2030
05/12/26 023135CT1 6,000,000.00 5,911,920.00 118,216.67 6,030,136.67 (81,660.00) (82,222.20) FIFO 05/29/26 US TREASURY N/B
DTD 06/30/2020 0.500% 06/30/2027
05/28/26 912828ZV5 5,045,000.00 4,862,709.96 10,382.67 4,873,092.63 385,666.60 (55,971.39) FIFO Transaction Type Sub-Total 17,425,000.00 16,955,029.96 130,390.40 17,085,420.36 784,812.85 (198,021.21) Managed Account Sub-Total (1,141,508.29) 1,542,641.07 401,132.78 822,871.20 (197,635.02) Total Security Transactions ($1,141,508.29) $1,542,641.07 $401,132.78 $822,871.20 ($197,635.02) PFM Asset Management, a division of CITY OF MODESTO - COMBINED PORTFOLIO Page 36 U.S. Bancorp Asset Management, Inc.
#8..
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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
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% 10/31/2024 3.80% 35,394,422.01 5.03% 403,285,397.15 3.62% 32,709,563.98 4.65% 11/30/2024 3.83% 36,072,860.08 4.87% 404,702,479.08 3.67% 32,740,820.12 4.65% 12/31/2024 3.84% 28,695,113.02 4.73% 405,389,405.62 3.71% 32,773,649.87 4.65% 1/31/2025 3.92% 28,806,032.00 4.55% 405,929,868.49 3.82% 32,806,480.28 4.65% 2/28/2025 3.96% 28,905,743.58 4.51% 407,804,449.58 3.87% 32,836,151.16 4.65% 3/31/2025 4.09% 44,039,271.43 4.47% 408,339,752.77 4.00% 32,869,009.39 4.65% 4/30/2025 4.09% 44,200,320.85 4.45% 409,488,391.09 4.01% 32,900,814.33 4.65% 5/31/2025 4.11% 79,438,306.43 4.42% 410,441,768.77 4.04% 32,935,133.33 4.31% 6/30/2025 4.14% 79,725,922.37 4.40% 412,622,161.85 4.08% 32,944,543.05 4.31% 7/31/2025 4.14% 59,964,300.41 4.41% 413,979,818.20 4.10% 33,186,228.57 4.08% 8/31/2025 4.15% 60,188,576.00 4.40% 415,507,339.76 4.12% 33,191,772.31 4.08% 9/30/2025 4.20% 50,385,416.20 4.36% 415,105,801.40 4.20% 33,383,909.00 3.97% 10/31/2025 4.20% 50,567,728.74 4.26% 418,980,906.24 4.21% 33,376,279.26 3.97% 11/30/2025 4.22% 50,738,014.85 4.10% 418,324,184.39 4.25% 33,368,986.12 3.97% 12/31/2025 4.21% 40,897,392.32 3.95% 418,804,876.80 4.26% 33,361,531.69 3.97% 1/31/2026 4.23% 31,011,170.63 3.85% 420,801,727.19 4.28% 33,354,002.10 3.97% 2/28/2026 4.21% 31,102,230.57 3.83% 423,583,119.84 4.26% 33,347,145.30 3.97% 3/31/2026 4.20% 31,202,481.58 3.80% 426,758,956.72 4.25% 33,339,545.05 3.97% 4/30/2026 4.19% 61,343,149.62 3.78% 428,599,720.15 4.26% 33,332,182.95 3.97% 5/31/2026 4.21% 51,517,300.19 3.76% 416,706,151.92 4.29% 33,514,206.71 3.88% 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, 2026
Expected
Earnings to
June 30, 2026
Main Portfolio
Federal Agency CMBS
FHLMC 2,324,727 11/1/2026 3.960% 0 42,086 4.29% 8,199
FHLMC 4,000,000 3/1/2027 3.990% 1 148,287 4.94% 16,236
FHLMC 2,275,000 4/1/2027 4.040% 1 93,812 4.93% 9,227
FHLMC 3,481,673 6/1/2027 4.040% 1 173,415 4.97% 14,214
FHLMC 3,171,386 4/1/2028 4.270% 2 302,648 5.19% 13,531
FHLMC 1,839,949 5/1/2028 4.260% 2 176,922 5.01% 7,572
FHLMC 2,732,828 6/1/2028 4.190% 2 261,837 4.78% 10,731
FHLMC 3,500,000 6/1/2028 4.360% 2 322,377 4.59% 13,212
FNMA 3,207,254 7/1/2028 4.330% 2 306,375 4.58% 12,062
FHLMC 3,850,000 8/1/2028 4.350% 2 439,280 5.25% 16,618
FHLMC 1,042,310 8/1/2028 4.320% 2 119,386 5.27% 4,516
FHLMC 3,800,000 8/1/2028 4.280% 2 411,713 4.99% 15,576
FHLMC 3,800,000 9/1/2028 4.390% 2 435,340 5.07% 15,850
FHLMC 2,890,000 9/1/2028 4.400% 2 365,653 5.60% 13,313
FHLMC 2,125,000 10/1/2028 4.400% 2 244,917 4.93% 8,604
FHLMC 1,465,000 10/1/2028 4.400% 2 176,019 5.14% 6,183
FHLMC 1,782,364 11/1/2028 4.350% 2 206,893 4.79% 7,013
FHLMC 2,220,000 12/1/2028 4.350% 3 241,803 4.34% 7,928
FHLMC 2,190,000 12/1/2028 4.410% 3 246,968 4.50% 8,097
FHLMC 3,750,000 1/1/2029 4.430% 3 465,218 4.79% 14,753
FHLMC 2,715,000 1/1/2029 4.440% 3 339,935 4.83% 10,780
FHLMC 3,750,000 1/1/2029 4.430% 3 465,442 4.79% 14,760
FHLMC 3,355,000 1/1/2029 4.440% 3 405,789 4.67% 12,869
FHLMC 2,125,000 3/1/2029 4.350% 3 297,531 5.09% 8,882
FHLMC 3,245,000 5/1/2029 4.420% 3 433,704 4.58% 12,206
FHLMC 3,500,000 7/1/2029 4.420% 3 468,261 4.33% 12,465
FHLMC 3,980,000 9/1/2029 4.440% 3 605,426 4.67% 15,276
FHLMC 1,985,000 1/1/2031 4.470% 5 358,790 3.94% 6,422
FHLMC 2,000,000 3/1/2031 4.470% 5 387,081 4.07% 6,693
U.S. Treasury
U.S. Treasury 10,995,000 7/15/2026 3.680% 0 55,386 4.09% 36,924 U.S. Treasury 11,207,000 9/15/2026 3.740% 0 121,344 3.69% 34,022 U.S. Treasury 11,210,000 5/15/2027 3.920% 1 412,966 3.85% 35,499 U.S. Treasury 1,200,000 8/15/2027 3.930% 1 47,896 3.30% 3,258 U.S. Treasury 2,985,000 8/15/2027 3.930% 1 122,629 3.40% 8,342 U.S. Treasury 805,000 9/30/2027 3.950% 1 45,895 4.27% 2,827 U.S. Treasury 8,775,000 10/31/2027 4.050% 1 487,061 3.91% 28,208 U.S. Treasury 915,000 10/31/2027 3.970% 1 49,476 3.81% 2,865 U.S. Treasury 3,160,000 10/31/2027 3.970% 1 162,710 3.63% 9,423 U.S. Treasury 4,250,000 12/31/2027 3.990% 2 254,752 3.78% 13,200 U.S. Treasury 595,000 1/31/2028 4.000% 2 34,975 3.52% 1,720 U.S. Treasury 115,000 1/31/2028 4.000% 2 7,038 3.66% 346 U.S. Treasury 1,245,000 2/29/2028 3.990% 2 92,618 4.25% 4,348 U.S. Treasury 880,000 3/31/2028 4.090% 2 56,400 3.49% 2,525 U.S. Treasury 1,220,000 4/15/2028 4.000% 2 87,121 3.81% 3,816 U.S. Treasury 225,000 4/30/2028 4.010% 2 14,669 3.40% 629 U.S. Treasury 545,000 5/15/2028 4.010% 2 38,555 3.61% 1,618 U.S. Treasury 510,000 11/15/2028 4.040% 2 45,718 3.64% 1,526 U.S. Treasury 1,795,000 6/30/2029 4.060% 3 245,182 4.43% 6,532 U.S. Treasury 2,105,000 7/31/2029 4.070% 3 256,600 3.85% 6,653 U.S. Treasury 7,550,000 8/31/2029 4.080% 3 879,517 3.58% 22,210 U.S. Treasury 8,695,000 9/30/2029 4.080% 3 1,033,750 3.56% 25,462 U.S. Treasury 4,850,000 10/31/2029 4.090% 3 693,725 4.18% 16,663 U.S. Treasury 6,315,000 11/30/2029 4.090% 4 903,859 4.08% 21,201 U.S. Treasury 12,365,000 12/31/2029 4.170% 4 1,963,793 4.43% 44,972 U.S. Treasury 3,470,000 1/31/2030 4.100% 4 552,452 4.33% 12,359 U.S. Treasury 5,215,000 1/31/2030 4.100% 4 762,367 3.98% 17,055 U.S. Treasury 8,565,000 2/28/2030 4.100% 4 1,271,781 3.96% 27,870 U.S. Treasury 10,775,000 3/31/2030 4.170% 4 1,607,193 3.89% 34,440 U.S. Treasury 4,690,000 4/30/2030 4.100% 4 707,658 3.85% 14,846 U.S. Treasury 5,400,000 5/31/2030 4.110% 4 864,981 4.00% 17,761 U.S. Treasury 1,805,000 6/30/2030 4.110% 4 280,797 3.81% 5,650 U.S. Treasury 3,780,000 7/31/2030 4.110% 4 628,072 3.98% 12,380 U.S. Treasury 16,460,000 8/31/2030 4.200% 4 2,621,089 3.74% 50,633 U.S. Treasury 1,225,000 9/30/2030 4.120% 4 195,889 3.69% 3,712 U.S. Treasury 1,500,000 9/30/2030 4.120% 4 242,062 3.72% 4,587 U.S. Treasury 7,075,000 11/30/2030 4.130% 5 1,155,450 3.63% 21,085 U.S. Treasury 695,000 12/31/2030 4.130% 5 119,063 3.73% 2,132 U.S. Treasury 4,960,000 1/31/2031 4.130% 5 885,216 3.82% 15,567 U.S. Treasury 3,845,000 1/31/2031 4.130% 5 674,036 3.75% 11,853 U.S. Treasury 5,250,000 2/28/2031 4.130% 5 964,372 3.87% 16,685 U.S. Treasury 6,225,000 4/30/2031 4.210% 5 1,280,251 4.18% 21,397 Earnings to
Maturity
May 31, 2026
#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, 2026
Expected
Earnings to
June 30, 2026
Earnings to
Maturity
May 31, 2026
Negotiable CD
Rabobank Nederland 3,500,000 7/17/2026 3.560% 0 22,895 5.08% 14,614 Corporate Note
Target Corp 365,000 1/15/2027 3.990% 1 4,548 1.99% 596
Microsoft Corp 3,000,000 2/6/2027 3.920% 1 83,694 4.06% 10,003 Home Depot Inc 3,610,000 9/14/2027 4.110% 1 193,691 4.16% 12,337 JPMorgan Chase & Co 1,535,000 2/24/2028 4.650% 2 136,793 5.13% 6,473 Kenvue Inc. 2,300,000 3/22/2028 4.340% 2 171,748 4.12% 7,795 Morgan Stanley 1,360,000 5/26/2028 4.430% 2 148,888 5.50% 6,152 Morgan Stanley 2,640,000 5/26/2028 4.430% 2 286,120 5.45% 11,823 Deere & Company 1,165,000 7/14/2028 4.190% 2 123,286 4.98% 4,772 Deere & Company 495,000 7/14/2028 4.190% 2 48,789 4.64% 1,889 Deere & Company 895,000 7/14/2028 4.190% 2 89,867 4.73% 3,479 Paccar Financial Corp 1,130,000 8/10/2028 4.310% 2 126,477 5.09% 4,731 National Rural Utilities Co Finance Corp 1,550,000 8/25/2028 4.420% 2 145,374 4.19% 5,338 Toyota Motor Corp 2,800,000 9/11/2028 4.370% 2 338,444 5.29% 12,174 Citigroup Inc 5,650,000 9/29/2028 4.320% 2 765,328 5.80% 26,948 Bank Of America Co 2,060,000 1/24/2029 4.520% 3 254,653 4.66% 7,884 Alphabet Inc 610,000 2/15/2029 4.210% 3 63,414 3.83% 1,920 Alphabet Inc 655,000 2/15/2029 4.210% 3 66,474 3.74% 2,012 Alphabet Inc 655,000 2/15/2029 4.210% 3 66,422 3.74% 2,011 Alphabet Inc 3,925,000 2/15/2029 4.210% 3 398,143 3.74% 12,053 State Street Corporation 1,900,000 2/20/2029 4.460% 3 234,865 4.53% 7,074 Caterpillar Inc 2,790,000 2/23/2029 4.270% 3 289,946 3.80% 8,707 Cisco Systems Inc 170,000 2/26/2029 4.250% 3 18,610 3.99% 557 Blackrock Inc. 365,000 3/14/2029 4.280% 3 48,263 4.74% 1,422 Salesforce Inc 3,250,000 3/15/2029 4.570% 3 422,616 4.66% 12,442 Depository Trust Company 5,500,000 3/27/2029 4.410% 3 662,734 4.27% 19,284 Adobe 1,580,000 4/4/2029 4.320% 3 217,409 4.83% 6,277
Adobe 1,295,000 4/4/2029 4.320% 3 175,834 4.77% 5,077
The Bank Of New York Mellon Corporation 2,700,000 4/20/2029 4.470% 3 347,096 4.45% 9,870 Pepsico Inc 1,935,000 7/17/2029 4.280% 3 274,791 4.53% 7,212 Eli Lilly & Co 660,000 8/14/2029 4.250% 3 89,969 4.25% 2,305 Eli Lilly & Co 2,290,000 8/14/2029 4.250% 3 306,164 4.17% 7,844 The Bank Of New York Mellon Corporation 1,165,000 1/22/2030 4.450% 4 171,163 4.03% 3,855 The Bank Of New York Mellon Corporation 2,310,000 1/22/2030 4.450% 4 343,443 4.07% 7,735 Pepsico Inc 730,000 2/7/2030 4.350% 4 125,040 4.64% 2,783 Morgan Stanley 2,000,000 2/8/2030 4.650% 4 310,684 4.20% 6,909 Apple Inc 1,834,000 5/11/2030 4.310% 4 302,937 4.18% 6,307 Apple Inc 4,890,000 5/11/2030 4.310% 4 808,146 4.19% 16,825 Charles Schwab 770,000 5/21/2030 4.520% 4 145,214 4.74% 3,002 Charles Schwab 2,480,000 5/21/2030 4.520% 4 469,064 4.76% 9,698 JPMorgan Chase & Co 4,330,000 7/22/2030 4.760% 4 809,632 4.51% 16,054 Novartis Capital Corp 5,525,000 11/5/2030 4.560% 4 1,021,198 4.17% 18,923 Caterpillar Inc 430,000 1/8/2031 4.500% 5 82,441 4.16% 1,470 Totalenergi Cap USA LLC 1,790,000 1/13/2031 4.540% 5 351,655 4.25% 6,250 Totalenergi Cap USA LLC 2,460,000 1/13/2031 4.540% 5 477,262 4.20% 8,482 Visa Inc 7,500,000 2/12/2031 4.240% 5 1,380,813 3.91% 24,112 Bank Of America Co 4,060,000 2/13/2031 4.800% 5 794,953 4.16% 13,874 Amazon.Com Inc 6,000,000 3/13/2031 4.560% 5 1,301,462 4.53% 22,349 Depository Trust Company 1,025,000 3/27/2031 4.660% 5 225,945 4.57% 3,849 Wal-Mart Stores Inc 1,445,000 4/30/2031 4.380% 5 298,305 4.20% 4,986 Asset-Backed Securities
Kubota Credit Owners Trust 412,293 1/18/2028 4.120% 2 35,648 5.29% 1,791 Bank of America Auto Trust 368,413 2/15/2028 4.100% 2 34,892 5.53% 1,675 Honda Auto Receivables 645,851 2/18/2028 4.100% 2 60,175 5.42% 2,875 Toyota Motor Corp 257,865 4/17/2028 4.110% 2 25,070 5.17% 1,095 USAA Owners Trust 614,787 5/15/2028 3.860% 2 67,251 5.58% 2,822 Bank of America Auto Trust 1,146,375 6/15/2028 4.230% 2 134,498 5.74% 5,409 Fifth Third Auto Trust 876,403 8/15/2028 4.370% 2 107,181 5.53% 3,984 Toyota Motor Corp 431,970 8/15/2028 4.190% 2 52,935 5.54% 1,968 American Express Co 3,090,000 9/15/2028 3.890% 2 371,103 5.23% 13,285 Chase Issurance 3,020,000 9/15/2028 3.950% 2 358,210 5.17% 12,824 Hyundai Auto Receivables 570,539 10/16/2028 4.200% 2 75,293 5.54% 2,599 Bank Of America Co 1,365,000 11/15/2028 3.940% 2 167,529 4.98% 5,591 Gm Financial Securitized Term 199,820 12/18/2028 4.210% 3 24,769 4.85% 797 Chase Issurance 3,390,000 1/15/2029 4.000% 3 410,447 4.60% 12,826 Kubota Credit Owners Trust 1,550,000 6/15/2029 4.380% 3 220,371 4.67% 5,951 Hyundai Auto Receivables 2,525,000 10/15/2029 4.230% 3 368,780 4.32% 8,973 USAA Owners Trust 960,000 12/17/2029 4.200% 4 134,717 3.95% 3,118 Hyundai Auto Receivables 960,000 12/17/2029 4.250% 4 148,689 4.36% 3,442 Honda Auto Receivables 2,355,000 2/21/2030 4.230% 4 355,058 4.04% 7,821 Ally Auto Receivables Trust 860,000 3/15/2030 4.200% 4 129,247 3.96% 2,802 Toyota Motor Corp 1,635,000 3/15/2030 4.300% 4 254,957 4.11% 5,527 Hyundai Auto Receivables 2,040,000 4/15/2030 4.330% 4 307,158 3.88% 6,512 Gm Financial Securitized Term 680,000 4/16/2030 4.180% 4 112,995 4.28% 2,394 Bank Of America Co 1,830,000 5/15/2030 4.250% 4 312,251 4.31% 6,483 Honda Auto Receivables 1,745,000 6/17/2030 4.270% 4 281,547 3.98% 5,715 Toyota Motor Corp 2,575,000 6/17/2030 4.270% 4 400,678 3.84% 8,133 Citigroup Inc 3,990,000 6/21/2030 4.280% 4 697,626 4.31% 14,122 Chase Auto Owner Trust 1,135,000 6/25/2030 4.280% 4 198,336 4.29% 4,004 American Express Co 2,265,000 7/15/2030 4.300% 4 402,153 4.30% 8,011 Capital One Prime Auto Receivables 965,000 7/15/2030 4.320% 4 153,483 3.85% 3,057 Chase Issurance 3,190,000 7/15/2030 4.290% 4 547,593 4.16% 10,908 Capital One Financial Corp 2,565,000 9/15/2030 4.270% 4 421,354 3.82% 8,062 Hyundai Auto Receivables 1,810,000 9/16/2030 4.300% 4 310,591 3.99% 5,939 Toyota Motor Corp 1,040,000 9/16/2030 4.310% 4 172,654 3.86% 3,301 Honda Auto Receivables 1,005,000 9/23/2030 4.310% 4 164,190 3.78% 3,125 Bank of America Auto Trust 1,110,000 10/15/2030 4.430% 4 203,314 4.18% 3,817 Ford Credit Auto Owner Trust 1,655,000 10/15/2030 4.300% 4 293,785 4.05% 5,515 Chase Auto Owner Trust 1,585,000 10/25/2030 4.340% 4 269,587 3.86% 5,030 Honda Auto Receivables 2,675,000 11/15/2030 4.350% 4 513,430 4.30% 9,455 #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, 2026
Expected
Earnings to
June 30, 2026
Earnings to
Maturity
May 31, 2026
Toyota Motor Corp 1,685,000 12/16/2030 4.370% 5 316,877 4.14% 5,727 Hyundai Auto Receivables 690,000 2/18/2031 4.340% 5 123,564 3.79% 2,150 Verizon 3,620,000 2/20/2031 4.430% 5 674,968 3.94% 11,732 Bank Of America Co 3,690,000 4/15/2031 4.330% 5 759,788 4.22% 12,805 Municipal Securities
Hawaii St 1,130,000 4/1/2031 4.360% 5 230,317 4.21% 3,913 Overnight Investments 490,347 Varies Varies 3.56% 1,434 Totals (Main Portfolio) 465,028,158 59,317,035 4.26% 1,627,644 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 487,272.73
Financial Guaranty Insurance Pol 1.00
CAMP 1,955,606.55
Total 2,442,880.28
Instl Res Tre and Agny Cash Adv6541 1,077,445.85
Letter of Credit 1.00
CAMP 4,854,874.58
Total 5,932,321.43
2018 Wastewater Refunding Bank of New York Fidelity Inv MM Trsy Only 3,841.22 2020 Wastewater Refunding Bank of New York Instl Res Tre and Agny Cash Adv6541 33,716.52 Instl Res Tre and Agny Cash Adv6541 705,733.75
State and Local Government Series Securities 49,950,636.00 Total 50,656,369.75
Fairview Village Refunding US Bank First American Treasury Obligation Fund 200,284.98 Blackrock Federal Fund Instl 30 590,123.08
CAMP 2,678,940.39
Total 3,269,063.47
Other Post Employment Benefits Section 115
Trust PARS HighMark Plus Moderate 2,232,185.74
Pension Section 115 Trust PARS HighMark Plus Moderately Conservative 3,462,768.12 Athens Administrators (Third Party
Administrator - Worker's Compensation) Wells Fargo Bank 461,572.19 George Hills Company - General Liability
Claims Administration Services California Bank & Trust 79,847.76 Kemper Sports Management Inc. BMO Harris Bank Business Money Market 59,901.35 Stanislaus Community Foundation Modesto Commerce Bank Charles Schwab 1,036,468.48 2025 Wastewater Bank of New York
Village One #2 Refunding Bank of New York
Cash with Fiscal Agent Investments
As of May 31, 2026
2008 Water Refunding COP Bank of New York
2008 Lease Revenue Bonds Bank of New York
#8..
- 163 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 11, 2026
Date: June 16, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Chad Reed, Director of Public Works
SUBJECT: Airfield Lighting Control and Monitoring System and Constant Current Regulator Upgrades
CONTACT: Marisol Navarro, Airport Manager, [email protected], 209- 577-5319
DESCRIPTION:

Consider approving the Plans and Specifications for the Airfield Lighting Control and Monitoring System and Constant Current Regulator Upgrades project, accepting the bid and awarding a contract to Shane Brown Electric, of Woodland, CA, for a total amount not to exceed $534,050. (Funding Source: Federal Aviation Administration Airport Infrastructure Grant (AIG) and Airport Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Initiative:

Quality of Life: Goal D: Provide safe, efficient and reliable infrastructure through proactive community investment, maintenance and sustainability efforts, Strategy 11:

Finalize design, bidding, and start construction for major profile projects.

BACKGROUND:

The project will replace and upgrade critical airfield lighting control and monitoring equipment and constant current regulators necessary to support safe and efficient airport operations.

In November 2024, the design phase of this project was completed by the Airport’s oncall consultant, Kimley-Horn and Associates, Inc. This item represents the construction phase of the project.

The Airfield Lighting Control and Monitoring System (ALCMS) and Constant Current Regulator Upgrades project will modernize key components of the Airport's airfield #9..
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Council Meeting, August 11, 2026
Airfield Lighting Control and Monitoring System and
Constant Current Regulator Upgrades

Page 2 of 4 ends
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