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A8678 - WELLS FARGO - INVESTMENT CUSTODY SERVICES PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT INVESTMENT CUSTODY SERVICES IITHIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on i�rC,4, �,,20 bl,between the CITY OF PALM SPRINGS,a California charter city and municipal corporation, City")and Wells Fargo,N.A.a South Dakota Corporation ("Consultant"). City and p Consultant are individually referred to as"Party"and are collectively referred to as the"Parties". RECITALS A. City has determined that there is a need for Investment Custody Services for the custody, safe- keeping,clearing, and reporting of investments for the City of Palm Springs.project("Project"). B. Consultant has submitted to City a proposal to provide custody,safe-keeping,clearing,and reporting of investments to City for the Project under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education,reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D.� City desires to retain Consultant to provide such professional services. In consideration of these promises and mutual obligations, covenants,and conditions,the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terns and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit"A"(the "Services"or"Work"),which is attached and incorporated by reference.As a material inducement to the City entering into this Agreement, Consultant represents that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement.For purposes of this Agreement,the phrase"highest professional standards"shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2)the Scope of Services which includes the Consultant's service agreements; (3)the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal,which are both attached as Exhibits`B"and"C",respectively,are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services,the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents,the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st)the provisions of the Scope of Services (Exhibit "A"); (2"d) the provisions of the City's Request for Proposal (Exhibit "B");(3td)the terms of this Agreement;and, (4th)the provisions of the Consultant's Proposal (Exhibit"C"). 1 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal,state,and local laws,statutes,ordinances lawful orders,rules,and regulations. 1.4 Licenses, Permits, Fees,and Assessments. Consultant represents to City that it has obtained all licenses,permits,qualifications,and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall,at its sole cost and expense,keep in effect at all times during the term of this Agreement,any license, permit,qualification,or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement. 1.5 Familiarity with Work. By executing this Agreement,Consultant represents that Consultant(a) has thoroughly investigated and considered the Scope of Services to be performed,(b)has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance..of:the..Services:.under.-this_Agreement._If the Services involve work upon-any site,Consultant.warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services.Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services,Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages.Consultant shall be responsible for all such damages,to persons or property, until acceptance of the Work by the City,except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties.Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments,prepare all documents,and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services.City shall have the right at any time during the performance of the.Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering,adding to,or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant,incorporating any adjustment in(i)the Maximum Contract Amount, as defined below,and/or(ii)the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or$25,000,whichever is less,or in the time to perform of up to thirty(30)days,may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that-the--provisions of this section shall not apply to the services specifically set-forth-or---reasonably • contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount.For the Services rendered under this Agreement,Consultant shall - _ be compensated by City in accordance with the Schedule of Compensation,which is attached as Exhibit"D" and incorporated in this Agreement by reference.Compensation shall not exceed the maximum contract amount of Ten Thousand Dollars,($10,000,00)per year with one basis point of total market value with a ten thousand dollar annual minimum fee,except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any 2 • increase in the Maximum Contract Amount for attending these meetings.Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed,Consultant shall complete the Work,and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2.Method of Payment.Unless another method of payment is specified in the Schedule of Compensation (Exhibit"D"),in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth(10)working day of such month.Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45.)-days.after.receipt of.the.invoice_or as:soon-as-is-reasonably practical. -There-shall-be a maximum.of one payment per month. - 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City,Parties shall execute a written amendment to this Agreement,specifying all proposed amendments, including, but not limited to,any additional fees.An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law;or B. To provide for additional'services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations.This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement.If such appropriations'are not made,this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance(Exhibit"E"),incorporated by reference. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance.When requested by Consultant,extensions to the time period(s)specified in the Schedule of Performance may be approved in writing by the Contract Officer,but such extensions shall not exceed one hundred eighty(180)days cumulatively;however,the City shall hot be obligated to grant such an extension. 3.3 Force Maieure.The time period(s)specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant(financial inability excepted)if Consultant, within ten(10)days of the commencement of such delay,notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public,enemy, unusually severe weather,fires,earthquakes, floods,epidemics,quarantine restrictions,riots,strikes,freight embargoes,wars,and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay,and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified.The City Manager's determination shall be final and conclusive upon the Parties to this Agreement.In no event shall Consultant be entitled to recover damages against the City for any delay 3 in the performance of this Agreement,however caused,Consultant's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement,this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services.However,the term shall not exceed three(3)years from the commencement date,except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Where termination is due to the fault of Consultant and constitutes an immediate danger to health,safety,and general welfare, the period of notice shall be such shorter time as may be determined by the City.Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement,unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice,Consultant shall'have no further claims against the City under this Agreement. Upon termination of the Agreement underthis sections Consultant shall submit to the City an invoice for work and services performed prior to the date of termination.Consultant may terminate this Agreement,with or without cause, upon sixty(60)days written notice to the City,except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. 4. COORDINATION OF WORK 4.1 Representative of Consultant.The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Karen Scofield,National Sales Director. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement.Therefore,the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder, The foregoing principal may not be changed by Consultant without notifying the Contract Officer. 4.2 Contract Officer.The Contract Officer shall be the City Manager or his/her designee("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services.Consultant shall refer any decisions that must be made by City to the Contract,Officer. Unless otherwise specified,any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise,and reputation of Consultant,its principals and employees,were a substantial inducement for City to enter into this Agreement. Therefore,Consultant shall not assign full or partial performance of this Agreement, nor any monies due,voluntarily or by operation of law, without the prior written consent of City other than the transition of Wells Fargo Institutional Retirement and Trust to Principal Financial Group. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City,Consultant shall be responsible to City for the acts and omissions of its sub-Consultants)in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any sub-Consultant and City. All persons engaged in the Work will be considered employees of Consultant.City will deal directly with and will make all payments to Consultant. In addition,neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City.Transfers restricted in this Agreement shall include } the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer,including any bankruptcy proceeding,this Agreement shall be void.No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. Notwithstanding anything to the contrary herein,the City agrees that from time to time,Wells Fargo may use third party vendors in the performance of certain operational, technological, incidental, processing, reporting, local and global settlement,risk and performance analytics, or back office functions that assist it in its 4 performance of services,on a common basis,for all or most of its customers utilizing such services. 4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant,and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control.Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision,or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them,including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant it its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. ConsuItant shall not have any authority to bind City in any manner other than through the contractual obligations to which the parties have agreed.This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in -- connection with any performance under this Agreement.Except for professional fees paid to Consultant as provided for in this Agreement,City shall not pay salaries,wages,or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant,its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations,other than under Section 2 and Subsection I.8 in this.Agreement,of any nature relating to salary,taxes, or benefits of Consultant's officers, employees, servants, representatives, sub-Consultants, or agents, Consultant shall be responsible to the City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions,. unless otherwise specified in this Agreement. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees.In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City,the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. A request for additional insurance or increased limits shall be based on insurance coverages maintained by consultants/bidders performing similar services and reasonable and available.Consultant shall be given at least 30 days'notice in which to obtain additional insurance coverage and/or higher limits. Consultant shall immediately substitute any insurer. whose A.M.Best rating drops below the levels specified in this Agreement.Except as otherwise authorized below for professional liability (errors and omissions)insurance,all insurance provided under this Agreement shall be on an occurrence basis.The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars($1,000,000.00)per occurrence and two-million dollars($2,000,000.00)annual aggregate,in accordance with the provisions of this section. (1) If the policy of insurance is written on a"claims made"basis,the policy shall be continued in full force and effect at all times during the term of this Agreement,and for a period of three(3)years from the date of the completion of the Services provided hereunder. 5 (2) In the event the policy of insurance is written on an"occurrence"basis,the policy shall be continued in full force and effect during the term of this Agreement,or until completion of the Services provided for in this Agreement,whichever is later.In the event of termination of the policy during this period,new coverage shall immediately be obtained to ensure coverage during the entire course of performing*the Services under the terms of this Agreement. B. Workers'Compensation Insurance.Consultant shall obtain and maintain,in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts,and in compliance with all other statutory requirements,as required by the State Of California..If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers'-Compensation Insurance Requirement form. C. Commercial General Liability Insurance.Consultant shall obtain and maintain,in full force and effect throughout the term of this Agreement,a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars,.($t,000,000.00)-and two.million_dollars ($2,000,000.00)general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury,independent Consultants,broad form property damage,products and completedoperations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars($1,000,000.00)bodily injury and property damage.The policy shall include coverage for owned,non-owned,leased,and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain,in full force and effect throughout the term of this Agreement,a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars($1,000,000.00)for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Wells Fargo shall bear all financial responsibility for deductibles/self-insured retentions without any contribution from another party. 5.3 Other Insurance Requirements.The following provisions shall apply to the insurance policies required of Consultant under this Agreement: 5.3.1 For anyclaims related to this Agreement,Consultant's coverage shall be primary insurance with respect to the City and its officers,council members,officials,employees,agents,and volunteers. Any insurance or self-insurance maintained by the City and its officers,council members,officials,employees,agents,and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers,council members, officials, employees,agents,and volunteers. 5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured,including additional insureds,against 6 whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement(e.g.,elimination of contractual liability or reduction of discovery period),unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Consultant agrees to ensure that sub-Consultants,and any other parties involved with the Project who are brought onto or involved in the Project by Consultant,provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with sub- ,— Consultants.and;others_engaged in.the,.Project will be_submitted.-to the-City--for-review. 5.3.6 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. Consultant shall provide proof that policies of insurance required in this Agreement,expiring during the term of this Agreement,have been renewed or replaced with other policies providing at least the same coverage.Proof that such coverage has been ordered shall be submitted at expiration. 5.3.7 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits,or other requirements,or as a waiver of any coverage normally provided by any given policy.Specific reference to a given coverage'feature is for purposes of clarification only as it pertains to a given issue,and is not intended by any party or insured to be limiting or ail-inclusive. 5.3.8 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.9 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement.City assumes no obligation or liability by such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve City,or to reduce or dilute insurance available for payment of potential claims. 5.3.10 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers.Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California.Coverage shall be provided by insurers admitted in the State of California with an A.M.Best's Key Rating of B++,Class VII,or better,unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification Of Coverage.Consultant shall furnish City with certificates of insurance. The certificates are to be signed by a person authorized by thatinsurer to bind coverage on its behalf.All proof of insurance is to be received and approved by the City before work commences.Additional insured endorsements are not required for Errors and Omissions and Workers'Compensation policies. 7 Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2)an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1, "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... "("as respects City of Palm Springs Contract No. "or 'for any and all work performed with the City" may be included in this statement). 2. "This insurance is primacy and non-contributory over any insurance or self-insurance the City may have..."("as respects City of Palm Springs Contract No._"or'for any and all work performed with the City"may be included in this statement). In addition to the endorsements listed above,the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage,whether that is the authorized agent/broker or insurance underwriter.Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.3 , Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,orders,penalties,and expenses including legal costs and attorney fees(collectively"Claims"),including but not limited to Claims arising from injuries to or death of persons(Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal,state,or local law or ordinance,and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents,that arise directly out of Consultant's negligent performance under this Agreement.provided the Consultant is given reasonable notice of any Claim and an opportunity to correct any alleged mistake,defend against any action,or participate in any settlement proceedings, and further provided that "negligence" for purposes of this provision shall not include the Consultant's failure to consider the prudence or imprudence of any direction provided by a person authorized to give direction to it. Additionally,the Consultant shall not be liable under this indemnification for Claims resulting from actions of the Consultant taken in accordance with directions of an authorized representative,or action omitted because no such directions were given. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Notwithstanding anything herein in this Agreement,Consultant shall not be liable under any circumstance for indirect, incidental,consequential,or special damages in connection with this Agreement or the Services provided hereunder. The City agrees to reimburse, indemnify and hold Consultant harmless from and against any and all liability, loss,. claim,damage or expense,including reasonable legal and attorneys'fees,which may be imposed,assessed or incurred against the Account or against Consultant by reason of its acting as Custodian and following directions as contemplated by this Agreement. This indemnity does not extend to any liability, loss, claim, damage or expense arising from the alleged negligence,malfeasance or violation of applicable law or regulation or fraud or alleged fraud on the part of Contractor,its officers,agents or employees. These indemnification obligations shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or,if an action is timely filed,until such action is final. 8 J 7 REPORTS AND RECORDS 7.3 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times,including the right to inspect, copy,audit,and make records and transcripts from such records. 7.4 Reports.Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement.For this reason,Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultantbecomes aware of any facts circumstances,techniques;or events that may or will materially • increase or decrease the cost of the design services. 7.5 Ownership of Documents. Except for proprietary materials of the Consultant's, all drawings, • specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement.Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials.Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant,and the City shall indemnify the Consultant for all resulting damages.Consultant may retain copies of such documents for their own use.Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them.In the event Consultant fails to secure such assignment,Consultant shall indemnify City for all resulting damages. 7.6 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7.5 Audit and Inspection of Records.After receipt of reasonable notice and during the regular business hours of City,.Consultant.shal 1.provide..City,-or_other:agents.of:City,..such access to Consultant's books,..records,_payroll documents, as City deems necessary to examine,copy,audit,and inspect all accounting books,records,work data,documents,and activities directly related to Consultant's performance under this Agreement.Consultant shall maintain such books, records,data,and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three(3)years from the date of final payment by City hereunder. Notwithstanding anything to the contrary contained in this Agreement, such right to examine shall not include the computer systems or processing systems from which data is generated; information,data or processes that are proprietary to the Contractor;materials,processes or procedures related to recordkeeping,data access or data security;or physical facility'audits. 8 ENFORCEMENT OF AGREEMENT 8.3 California Law and Venue.This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute,claim,or matter arising out of or in relation to this Agreement shall be instituted in 9 the Superior Court of the County of Riverside,State of California,or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. Nothing contained herein precludes removal of an action to federal court if the statutory requirements of removal are otherwise present. 8.4. Interpretation.Tills Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including,without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit,expand,or define the contents of the respective sections or paragraphs. 8.5 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager,or his designee,determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement,he/she shall notify Consultant in writing of such default.Consultant shall have ten(10)days,or such longer period,as City may designate, to cure the default by rendering satisfactory performance.In the_event Consultant fails to cure its default within such period of time,City shall have the right,notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law,in equity,or under this Agreement. I f Consultant fails to cure its default,Consultant shall be liable for all reasonable costs incurred by City as a stated in 8.3B below Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured,provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement,City may,after compliance with the provisions of Section 8.3A,take over the work and prosecute the same to completion by contract or otherwise.The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount(provided that the City shall use reasonable efforts to mitigate such damages).The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement. 8.6 Waiver.,No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought.Any waiver by. the-Parties of any defaultof-any covenant,condition,or term containedin this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach,nor shall failure by the Parties to require exact, full,and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.7 'flights and Remedies Cumulative.Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times,of any other rights or remedies for the same default or any other default by the other Party. 8.8 Legal Action. In addition to any other rights or remedies,either Party may take legal action,in law.or in equity,to cure,correct,remedy or recover damages for any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive relief,or to obtain any other remedy consistent with the purposes of this Agreement. 10 8.9 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding,the prevailing Party shall be entitled, in addition to such other relief as may be granted,to recover from the non-prevailing Party all reasonable costs and expenses.)These include but are not limited to reasonable attorney fees,expert consultant fees,court costs and all fees,costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.To the extent authorized by law,in the event of a dismissal by the plaintiff or petitioner of the litigation or non- judicial proceeding within thirty(30)days of the date set for trial or hearing,the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees.No officer or employee of the City shall be personally liable to the Consultant,or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor,or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest.Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination.In connection with its performance under this Agreement,Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion,color,sex,age,marital status,ancestry,national origin(i.e.,place of origin,immigration status, cultural or linguistic characteristics,or ethnicity),sexual orientation,gender identity,gender expression, physical or mental disability,or medical condition(each a"prohibited basis"). As an Affirmative Action and Equal Employment Opportunity employer, Wells Fargo is committed to recruiting and hiring all team members fairly,transparently,and on the basis of merit,in order to ensure the most qualified candidate is hired for each position regardless of race,color,gender,national origin,religion,age,sexual orientation,gender identity,gender expression,genetic information, physical or mental disability,pregnancy,marital status,status as a protected veteran, or any other status protected by federal,state or local law. As a condition precedent to City's lawful capacity to enter this Agreement,and in executing this Agreement,Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity,including but not limited to the following:employment,upgrading,demotion or transfer;recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation;and selection for training,including apprenticeship;and further,that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040,including without limitation the provision of benefits,relating to non-discrimination in city contracting. 10 MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement.To the fullest extent permissible under law,and in lieu of any other warranty by City or Consultant against patent or copyright infringement,statutory or otherwise: A.It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement,or the normal use or sale arising out of the performance of this Agreement,infringes upon any presently existing U.S.letters patent or copyright and Consultant shall pay ail costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority,information and assistance at Consultant's expense for the defense of same,and provided such suit or claim arises out of,pertains to,or is related to the negligence,recklessness or willful misconduct of Consultant. However,Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright;or(2)the use of a deliverable in combination with other material not provided by Consultant when II it is such use in combination which infringes upon an existing U.S.letters patent or copyright. B.Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim,provided, however,that such defense shall be at Consultant's expense.Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld.If the use or sale of such item is enjoined as a result of the suit or claim,Consultant,at no expense. to City,shall obtain for City the right to use and sell the item,or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request,consent,approval,or communication that either party desires,or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered,sent by pre-paid First Class U.S.Mail,registered or certified mail,postage prepaid,return receipt requested,or delivered or sent by facsimile with attached evidence,of completed transmission.All notices shall be deemed.received upon the earlier of(i)the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier;(ii)five:(5)business days after the date of posting by the United States Post Office if by mail; or(iii) when sent if given by facsimile. Any notice,request,demand,direction,or other communication sent by facsimile must be confirmed within forty- eight(48)hours by letter mailed or.delivered.Other forms of electronic transmission such as e-mails,text messages,and instant messages are not acceptable manners of notice required hereunder.Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention:City Manager&City Clerk 3200 E.Tahquitz Canyon Way Palm springs,California 92262 Telephone: (760)323-8204 Facsimile: (760)323-8332 To Consultant: Wells Fargo Bank.N.A. 550 South 4'h Street Minneapolis,MN 55415 Attn:Karen Scofield ' Telephone: (612)316-4167 Facsimile: (612)667-0514 - - 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability.Whenever possible,each provision-of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law.If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision,or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.6 Successors in Interest.This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.7 Third Party Beneficiary.Except as may be expressly provided for in this Agreement,nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, 12 including,without limitation,any rights as a third-party beneficiary or otherwise,upon any entity or person not a party to this Agreement. 10.8 Recitals.The above-referenced Recitals are hereby incorporated into the Agree rr ent as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. 10.9 Corporate Authority.Each of the undersigned represents and warrants that(i)the Party for which he or she is executing this Agreement is duly authorized and existing,(ii),he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing,(iii)by so executing this Agreement,the Party for which he or she is signing is formally bound to the provisions of this Agreement, and(iv)the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. [SIGNATURES.ON NEXT PAGE] • 13 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Da • arvs2By. �'✓ David HI Ready,P City ManagerthiP APPROVED AS TO FORM: ATTEST • Je ey S. a ing , A r thonI City Attorney Ci• Cl. APPROVED BY CITY COUNCIL: APPROVED BY CfP Uwat. Date: Agreement No. Corporations require two notarized signatures.One signature must be from Chairman of Board,President,or any Vice President.The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. i CONSULTANT NAME: Michael J.Wade Check one X Individual Partnership Corporation Wells Fargo Institutional Retirement&Trust MAC A0109-081 Address 333 Market Street, 8th Floor San Francisco, CA 94105 By By ignature(Notari ignature(Notar• ed) Michael J.Wade,Vice President Todd Noetzelman,Vice President • 14 • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 If<At 1.1,0 rot Malay pubro cc other officer ocirplaing this enthral*velfies raj the identity at the arkvittal vino sired the document to wit:Ira&certificate is attached,ard nth the buthfulness accuracy,rx earthy of teat&arrant State of California Clardy of On before me. Dale Hate Mean Name and-ilite of the Officer • personalty appeared hracietV of Signer(e) who proved to me on the basis of salistathary evidence to be the pezeonfa)whose name(e) thiare euirembod to the whin instrument and acknowledged to me that befahafthey executed the:same in hiathernbetr affinorized capackfieal,and that bybialheriltes-signature(s)critter instrument the peratlfge). or the entity upon behalf at which the person(s)acted,executed the insbument. I certify under PENALTY OF PERJURY under the Isms of the State of California that the foregoing paragraph is true and correct WITNESS my hand end official seal. Signature Signature of Notary Public Place Notary Seal Above • OPTWIliAL - Though this seam la optional.completing this InforMatian can dative alienation of the down:ant or fraudulent reattschment of Ma form to an unintended document. Deecription of Attached Document Trite Or Type of Document Document Dee: Number of Pagea: Signer(a)Other Than Named Above: - CapectrOes)aaimed by Signer(s) . Signer's Name Signer's Name: 0 Corporate Officer—Tdiete); - 0 CCRIXF.Rte —Tale. • 0 Pettier— 0 limited 0 General 0 Partner 0 Limited 0 General- InclhatlUal DAttoriwyin Fact 0 Individual 0 Attorney in Fact CI Trustee 0 Guardian or Conservator OTruatse 0 Guardian or Conservator Other: 0 Other: Signer la Rearm:lading,: Signer Ia Representing: • 62014 National Notary Amocketen•waseNstioruNtitary.arg•1-8COSS NOTARY(1-800-£176-15827) them 4151107 • 15 EXHIBIT"A" SCOPE OF SERVICES 'SCOPE OF WORK, SERVICES, OBJECTIVES AND SPECIFICATIONS: Generally, the scope of work consists of, but is not limited to: General Reaulrements 1. The City requires a custodian who is thoroughly familiar with the public sector and the • investment of public funds. 2. The City requires an independent custodian for safekeeping of assets,transaction settlement, online account access,management reporting,statement delivery,online balance inquiry and - - trade affirmations, and consolidated accounting and reporting. 3. The custodian shall have only the bare custody thereof and securities shall be and remain the sole property of the City. The securities held by the custodian shall, unless payable to the bearer, be registered in the name of the City. - 4. The assets under custody must be legally separate from other assets of the bank. 5. The Custodial Agent must safe keep and clear'securities on a Delivery versus Payment (DVP) basis. Upon contract award, securities owned by the City will be delivered free of charge into the safekeeping of the Custody/Safekeeping Bank. 6. The Custodian must have satisfactory back-up systems, procedures, and options for the City should an unexpected system problem occur. 7. The City will require its Custodian to keep security documents in a secure vault, safe from destruction, damage and embezzlement in any of the following locations: in the City's name in the institution's vault, the institution's account at the Federal Reserve, or a correspondent depository acceptable to the City. 8. The Custodian will be required to keep an accurate, current inventory of all such securities. This inventory will contain precise identification of each security,the face value of the security, the date the security was purchased,the original cost of the security and the maturity date. • 9. The Custodian must adhere to all,of the prevailing rules, laws, and regulations under the State of California law, Federal law, and the California Government Code sections dealing with the investment of public funds. • 10.The Custodian must provide the City the information required to make a purchase, transmission method, and cutoff times for security and wire transfers. 11.The Custodian must settle purchases, sales and other transactions upon receipt of instructions from an authorized person. Information Reporting 1. The Custodian must offer comprehensive online reporting and transaction services. 16 2. The City's Custodian must report clearing and safekeeping activity on a daily basis and summarize all activity and holdings on a monthly basis. 3. Daily notification on receivable interest earnings, purchases, calls and maturities must be sent to the City Treasurer or designee. Interest and call/maturity receipts should be transferred same day to the City's general account. 4. Custody statements must include assets, cash receipts, and disbursements and detail each transaction during the month, with all assets described completely(including description and CUSIP#) at cost, market value, accrued income, estimated annual income, and marketyield as of the end of the month or reporting period. 5. The custodial agent must provide the City'by the 5th of-each month with a complete inventory of all securities held in safekeeping as of the last-day of theprevious.month,.whether._in_book- entry or physically delivered form,showing for each security its CUSIP number, issuer name, coupon/interest rate, settlement and maturity dates, type of security, S&P rating, par value, book value, and full market value. In addition,the custodial agent must provide confirmation of each-trade of a safekeeping item by the following business day.On-line availability of these reports is preferred. Monthly, by the 5th working day, provide a PDF or Microsoft Excel compatible (downloadable) file containing the market value of portfolio holdings. (Provide a sample report in with the work proposal criteria). 6. The Custodian will be required to provide.certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Disputes and Failectrransactiops 1. The Custodian must have an acceptably low overall failed transaction rate. 2. The Custodian must offer satisfactory compensation to the City for any failures. 3. The Custodian must offer casualty insurance on securities held in custody. 4. The Custodian will have acceptable procedures in place regarding any possible disagreements on settlement information. Funds Transfers 1. The Custodian will collect and receive interest income and maturity and sales proceeds on behalf of the City and wire transfer funds on a same day basis. Any interest payments or maturing investments will be transferred automatically to the City's general bank account. Daily, net security purchases, maturities, and interest earnings; remit (e.g. wire, ACH) cash balance to the City. 2. The City will remit, via wire, deficit account balance for security purchases settlement not T covered by cash on hand. 3. Provide samples of confirmation, expected interest payment, and call notices in with your work proposal. Other Service.Reauirements 17 - 1. The Custodian will advise the City of any new available services or technological enhancements. 2. The Custodian will provide a professional, designated relationship team. 3. The Custodian will provide satisfactory customer service on a day-to-day basis. 4. Provide an implementation plan/schedule for the conversion from the City's current custodian (if as a result of this process a new custodian is awarded the contract).. The Custodian will guarantee the fees quoted for a mutually agreed-upon period of time of 3 years, with two(2) one(1)year renewal options. For optional years 4 and 5, Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside-San Bernardino-Ontario area for the prior 12 month period effective on the anniversary date. Optional renewal years-4 and 5, and any associated CPI increase,are-at the mutual consent of the City and the Contractor. Minimum Qualifications • a. Financial institutions must be a qualified institution pursuant to California Government.Code Section 53608 and have provided safekeeping services for a minimum of ten years. b. Must maintain standing as a state or federally chartered bank with account insurance through an appropriate federally insured agency of the United States. c. Must be a member in good standing with the Federal Reserve Bank, with comparable institutions, and with the community. Provide a copy of the most recent Community Reinvestment Act(CRA rating). ,d. Must provide key measures of the bank's financial strength, including ratings from nationally recognized rating service(s)and bank rating service(s). Include one copy of the bank's most recent audited financial statement. e. Must maintain appropriate control of securities through its own independent safekeeping department, through any corresponding bank with which it regularly deals, or through the Federal Reserve Bank of San Francisco. f. Must upon contract award, accept securities owned by the City to be delivered free of charge into the safekeeping of the Custody/Safekeeping Bank. Clearing securities will be on a"Delivery versus Payment"basis. g. Must allow for interaction with the City's non-discretionary investment advisor to coordinate the settlement of transactions. h. Must maintain all City assets in the City's name in the institution's vault, the institution's account at the Federal Reserve, or a correspondent depository acceptable to the City. i. Must collect and receive interest income, maturity, and sale proceeds from held securities. j. Must be capable of ACH/wire transfer and wire funds receipt, for use as instructed by the City's authorized staff. 18 EXHIBIT"B" CITY'S REQUEST FOR PROPOSALS CiTY OF PALM SPRINGS,CA REQUEST FOR PROPOSALS(RFP)#16-20 INVESTMENT CUSTODY SERVICES Requests for Proposals (RFP #16-20), for he custody, safe-keeping,.clearing, and reporting of investments for the City of Palm Springs,CA, (hereinafter the"RFP") will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 3:00 P.M. LOCAL TIME, TUESDAY, JUNE 2, 2020. It is the responsibility of the respondent to see that any proposal shall have sufficient time to be received electronically by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of proposals. Late proposals will be returned unopened. Failure to register as a Proposer to this RFP process per the...instructions..in..the._Notice..Inviting_.Requests..for...Proposals_(under"Obtaining RFP.:Documents") may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a proposal as being non-responsive or negatively impact the evaluation of a proposal. We gtrongly advise that interested firms officially register per the instructions in the Notice. 2. PURPOSE AND SCHEDULE: The City of Palm Springs is requesting proposals from highly qualified financial institutions for the custody, safe-keeping, clearing, and reporting of investments for the City of Palm Springs(hereinafter the"Project"). The selected firm will be expected to provide the required services to ensure the protection of the City's security interest in portfolio investments and to simplify the reconcilement of safekeeping accounts. SCHEDULE: Notice requesting Proposals posted and issued April 30, 2020 Deadline for receipt of Questions Tuesday, May 26, 2020, 3:00 P.M. Deadline for receipt of Proposals(Online submission ONLY)Tuesday,June 2, 2020, 3:00 P.M. Short List/interviews/, *if desired by City to be determined Contract awarded by City Council to be determined NOTE: There will NOT be a pre-proposal conference for this procurement *Dates above are subject to change. "KEY"TO RFP ATTACHMENTS: ATTACHMENT"A"-Signature Authorization-Form,including Addenda acknowledgment. *Must be completed and included with Work/Technical Proposal Electronic File#1. ATTACHMENT"B"—Non Collusion Affidavit Form.*Must be completed and included with Work/Technical Proposal Electronic File#1. Notarization waived. ATTACHMENT"C" —Cost Proposal Form.*Must be completed and included in a separate Electronic File#2—do NOT Include this with your Work/Technical Proposal electronic file. ATTACHMENT "D" — No Conflict of Interest and Non-Discrimination Form. *Must be completed and Included with Work/Technical Proposal Electronic File#1. ATTACHMENT"E" —Business Disclosure Form. *Must be completed and included with Work/Technical Proposal Electronic File#1. ATTACHMENT"F" —Sample boilerplate Contract Services Agreement(for reference only) 19 3. BACKGROUND: The current portfolio for the City ,and Successor Agency to the Redevelopment Agency consists of 58 individual securities with a total par value of approximately $100,000,000.00 as of March 31, 2020. The portfolio primarily consists of US Treasury and US Agency Notes, and also,corporate obligations in the form of CD's.The City utilizes Public Trust Advisors for non-discretionary investment advisory services,and has been in the process of.rebalancing the portfolio. It is anticipated that the average number of purchase and sale transactions initiated by the City will range between 20 and 30 per year. The City's primary banking relationship is with Bank of America. Additional information on the City's portfolio can be found at the following link: https://www_palmsprinosca oov/govern meet/departments/na nce-treasury/treasury 4. SCOPE OF WORK, SERVICES, OBJECTIVES AND SPECIFICATIONS: Generally,the scope of work consists of, but is not limited to: General Requirements 1. The City.-requires--a..custodian---who is...thoroughly familiar with the public sector and the investment of public funds. 2. The City requires an independent custodian for safekeeping of assets,transaction settlement, online account access,management reporting,statement delivery,online balance inquiry and trade affirmations, and consolidated accounting and reporting. 3. The custodian shall have only the bare custody thereof and securities shall be and remain the sole property of the'City.The securities held by the custodian shall, unless payable to the bearer, be registered in the name of the City. 4. 'The assets under custody must be legally separate from otherassets of the bank. 5. The Custodial Agent must safe keep and clear securities on a Delivery versus Payment (DVP) basis. Upon contract award, securities owned by the City will be delivered free of charge into the safekeeping of the Custody/Safekeeping Sank. 6. The Custodian must have.satisfactory back-up systems, procedures, and options for the City should an unexpected system problem occur. 7. The City will require its Custodian to keep security documents in a secure vault, safe from destruction, damage and embezzlement in any of the following locations: in the City's name in the institution's vault,the institution's account at the Federal Reserve, or a correspondent depository acceptable to the City. 8. The Custodian will be required to keep an accurate, current inventory of all such securities. This inventory will contain precise identification of each security,the face value of the security, the date the security was purchased,the original cost of the security and the maturity date. 9.. The Custodian must adhere to all of the prevailing rules, laws, and regulations under the State of California law, Federal law, and the California Government Code sections dealing with the investment of public funds. 10.The Custodian must provide the City the information required to make a purchase, transmission method, and cutoff times for security and wire transfers. 11.The Custodian must settle purchases, sales and other transactions upon receipt of instructions from an authorized person. 20 Jnformation Reporting 7. The Custodian must offer comprehensive online reporting and transaction services. 8. The City's Custodian must report clearing and safekeeping activity on a daily basis and summarize all activity and holdings on a monthly basis. 9.. Daily notification on receivable interest earnings, purchases, calls and maturities must be sent to the City Treasurer or designee. Interest and call/maturity receipts should be transferred same day to the City's general account. 10.Custody statements must include assets, cash receipts, and disbursements and detail each transaction during the month,with all assets described completely(including description and CUSIP#) at cost, market value, accrued income, estimated annual income, and marketyield as of the end of the month or reporting period. 11. The custodial agent must provide the City by the 5th of each month with a complete inventory of all securities held in safekeeping as of the last day of the-previous-month,.whether in book- entry or physically delivered form,showing for each security its CUSIP number, issuer name, coupon/interest rate, settlement and maturity dates, type of security, S&P rating„par value, book value, and full market value. In addition,the custodial agent must provide confirmation of each trade of a safekeeping item by the following business day. On-line availability of these reports is preferred. Monthly, by the 5th working day, provide a PDF or Microsoft Excel compatible(downloadable) file containing the market value of portfolio holdings. (Provide a sample report in with the work proposal criteria). 12.The Custodian will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Disputes and Failed Trageactions 5. The Custodian must have an acceptably low overall failed transaction rate. 6. The Custodian must offer satisfactory compensation to the City for any failures. 7. The Custodian must offer casualty insurance on securities held in custody. 8. The Custodian will have acceptable procedures in place regarding any possible disagreements on settlement information. Funds Transfers 4. The Custodian will collect and receive interest income and maturity and sales proceeds on behalf of the City and wire.transfer funds on a same day basis. Any interest payments or maturing investments will be transferred automatically to the City'slgeneral bank account. Daily, net security purchases, maturities, and interest earnings; remit (e.g. wire,,ACH) cash balance to the City. 5. The City will remit, via wire, deficit account balance for security purchases settlement not covered by cash'on hand. 6. Provide samples of confirmation, expected interest payment, and call notices in with your work proposal. Other Service Reauirements 21 5. The Custodian will advise the City of any new available services or technological enhancements. 6. The Custodian will provide a professional, designated relationship team. 7. The Custodian will provide satisfactory customer service on a day-to-day basis. 8. Provide an implementation plan/schedule for the conversion from the City's current custodian (if as a result of this process a new custodian is awarded the contract). The Custodian will guarantee the fees quoted for a mutually agreed-upon period of time of 3 years, with two(2)one(1)year renewal options. For optional years 4 and 5, Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside-San Bernardino-Ontario area for the prior.12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor. Minimum Qualifications a. Financial institutions must be a qualified institution pursuant to California Government Code Section 53608 and have provided safekeeping services for a minimum of ten years. b. Must maintain standing as a state or federally chartered bank with account insurance through an appropriate federally insured agency of the United States. c. Must be a member in good standing with the Federal Reserve Bank, with comparable institutions, and with the community. Provide a copy of the most recent Community Reinvestment Act(CRA rating). d. -Must provide key measures of the bank's financial strength, including ratings from nationally recognized rating service(s) and bank rating service(s). Include one copy of the bank's most recent.audited-financial statement. e. Must maintain appropriate control of securities through its own independent safekeeping department, through any corresponding bank with which it regularly deals, or through the Federal Reserve Bank of San Francisco. f. Must upon contract award, accept securities owned by the City to be delivered free of charge into the safekeeping of the Custody/Safekeeping Bank. Clearing securities will be on a"Delivery versus Payment"basis. g. Must allow for interaction with the City's non-discretionary investment advisor to coordinate the settlement of transactions. h. Must maintain all City assets in the City's name in the institution's vault,,the institution's account at the Federal Reserve, or a correspondent depository acceptable to the City. i. Must collect and receive interest income, maturity, and sale proceeds from held securities. . j_ Must be capable of ACH/wire transfer and wire funds receipt,,for use as instructed by the City's authorized staff. 4. PROPOSAL REQUIREMENTS: 22 The firm's proposal should describe the methodology to be used to accomplish each of the project tasks. The proposal should also describe the work which shall be necessary in order to satisfactorily complete the task requirements. Please note: this RFP cannot identify each specific, individual task required to successfully and completely implement this project. The City of Palm Springs relies on the professionalism and competence of the selected firm to be knowledgeable of the general areas identified in the scope of work and to include in its proposal all required tasks and subtasks, personnel commitments, man- hours; direct and indirect costs, etc. The City of Palm Springs will not approve addenda to the selected firm's agreement which do not involve a substantial change from the general scope of work identified in this RFP. 5. SELECTION PROCESS: This solicitation has been developed in the Request for Proposals (RFP)format. Accordingly, proposers should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee to determine which proposal best meets the requirements set forth in the RFP document. PRICE ALONE WILL NOT BE THE SOLE DETERMINING CRITERIA. The-City shall--review-the--proposals submitted..in.reply..to-.this_RFP,.-and a limited number of firms may be invited to make a formal presentation at a future date if desired by the City. The format, selection criteria and date of the presentation will be established at the time of short listing, if conducted. 6. PROPOSAL EVALUATION CRITERIA: An Evaluation Committee, using the following evaluation criteria for this RFP, will evaluate all responsive proposals to this RFP. Firms are requested to submit their proposals so that they correspond to and are identified with the following specific evaluation criteria (100 total points possible): A. Firm/Staff Qualifications and experience in providing similar services fora public agency as defined in the RFP, including References (15 POINTS) B. Proposal Organization, conformance with the RFP instructions, and demonstrated understanding of the overall project and requested Scope of Work (10 POINTS) C. Work Proposal, including detailed proposed methodology and approach, inclusive of all necessary samples of confirmations, expected interest payments and call notices as well as, any examples of your comprehensive reporting and transaction services needed to fully execute and provide a turn-key solution for the requested Scope of Work(25 POINTS) D. Detailed Project Schedule, including any training and implementation plan/schedule for the conversion from the City's existing custodian, if applicable: (10 POINTS) E. Local Preference (5 POINTS) Firms that qualify as a Local Business, or employ local sub-consultants, and submit a valid business license as more fully set forth in Section F.1 below, pursuant to the City of Palm Springs Local Preference Ordinance 1756). The full local preference, five (5) points, maybe awarded to those that qualify as a Local Business. Two (2) points may be awarded to a non- local business that employs or retains local residents and/or firms for this project. Non-local firms that do not employ or retain any local residents and/or firms for this project shall earn zero (0) points for this criteria. F. Cost Proposal (35 POINTS) PRIOR CITY WORK: If your firm has prior experience working with the City•DO NOT assume this prior work is known to all members of the evaluation committee.-All firms are evaluated on the 23 • information contained in their proposal, information obtained from references (including the city and past performance if applicable), and presentations if requested. All proposals should be prepared as if the evaluation committee members have no knowledge of the firm, their qualifications or past projects; 7. PROPOSAL CONTENTS: Firms are requested to format their proposals so that responses correspond directly to, and are-identified with, the specific evaluation criteria, stated in Section 6 above. The proposals must be In an 8 '/s X 11 format, minimum Opt font size, minimum '/1' margins,and may be no more than a Wig of Twenty Five(25)electronic pages including your cover letters, organization charts, staff resumes, appendices, and any exceptions to the language in the sample agreement, or to the insurance requirements. NOTE:Section delineators, Attachments "A", "B", "D", "E", and Addenda acknowledgments, and the Cost Proposal ("submitted as a separate • file)do NOT count toward the limit(everything else does). Interested firms shall submit an electronic' file for their Technical/Work Proposal and an electronic file for your Cost Proposal, by the deadline. All proposals shall- be clearly titled, "RFP 4#16-20, REQUESTS FOR PROPOSALS FOR INVESTMENT CUSTODY SERVICES on your electronic submissions. Technical Proposals should be submitted as-a separate file from the-Cost=Proposal filer Proposals not meeting-the-above criteria may be found to be non-responsive. *FAILURE TO PROPERLY LABEL EACH ELECTRONIC FILE MAY RESULT IN YOUR - •SUBMISSION BEING OVERLOOKED OR REJECTED* EACH PROPOSAL PACKAGE MUST INCLUDE TWO(2) ELECTRONIC FILES: ELECTRONIC FILE#1,clearly marked"Technical/Work Proposal",shall include the following items: • Completed Signature authorization and Addenda Acknowledgment(see Attachment A) • Completed Affidavit of Non-Collusion, notarization is waived(see Attachment B) , • If applicable, your specific request for.Local Preference(reference Attachment A) and a copy of a valid business license from a jurisdiction in the Coachella Valley. • Completed No Conflict of Interest and Non-Discrimination Form(Attachment D) • Completed Business Disclosure Form(Attachment E) In addition to the items above, at a minimum,firms must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here. JE9HNICAL/WORK PROPOSAL: The Technical/Work Proposal (Electronic file #1) shall be clearly-identified.,and.shall-.include_the..Sections.A,B, C, Dand E below: SECTION A: FIRM, STAFF, TEAM (including any subcontractors) QUALIFICATIONS AND EXPERIENCE, INCLUDING REFERENCES , A.1 Follow the instructions and properly complete and execute both Attachment, "A" and Attachment"B"that are provided in the RFP and include them here in your proposal. If applicable, your specific request for Local Preference (reference Attachment A)and a copy of a valid business license from a jurisdiction in the Coachella Valley is to also be included here. A.2 Describe the firm's background and qualifications,in the type of effort that this project will require, specifically identifying experience with public sector and the investment of public funds successfully managed of similar size and scope. A.3 Indicate the name of any sub-contractor firms or contractors that will be utilized to make up 24 your team. Describe each sub-contractor's qualifications,background and specific expertise that they bring to the Project. A.4 List the name,and qualifications of the key staff/team members that will be assigned to this Project.`Provide detailed qualifications of the Account Manager that will be assigned to the City's Project. A.5 Include a minimum of three(3) references of recent public sector customers for who your firm has provided similar Investment Custody Services as contemplated herein. You must include the name of a contact person, their title, and a current phone number, fax number, email address and business address along with a brief description of the scope of work and cost for each successfully completed referenced project. SECTION B: PROPOSAL -ORGANIZATION, CONFORMANCE WITH, RFP INSTRUCTIONS, AND DEMONSTRATED UNDERSTANDING OF THE OVERALL PROJECT AND REQUESTED SCOPE OF WORK. B.1 Carefully review and verify that your proposal is well organized and follows ALL OF THE INSTRUCTIONS on proper organization, format, order, and conformance with all requirements, including any and all required signatures, attachments, acknowledgements, or other documents that are required to be submitted. Failure to follow the instructions may result in your proposal being non- responsive and rejected from consideration. B.2 Without reciting the information regarding the Project verbatim as contained in this RFP, convey your overall understanding of the Project and an understanding of the City's expectations upon implementation of the Project. B.3 Identify any "key" or "critical" issues that you believe may be encountered on the Project based on the firm's prior experiences; and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the Project. SECTION C: WORK PROPOSAL C.1. Proposer should refine and/or expand the Scope of Work to reflect their understanding of the project and include a detailed plan to fully execute and provide the services as described in the scope of work. Any necessary samples of reports, forms, confirmations, interest payments, investment transactions, and call notices should be included. Identify all tasks and sub-tasks required to successfully implement all phases of the project. SECTION,D: PROJECT SCHEDULE D.1 Proposer shall provide a detailed Project Schedule including any training and implementation plan/schedule to include: • Conversion from the City's existing custodian should the city award this contract to your firm as:a result of this process. • Account ID for Web access to on-line account/reporting systems,or PowerPoint presentation detailing on-line capabilities. • Report/transaction samples—:purchase, sale, delivery, confirmation, expected interest payment, maturity, call notices; and month end 25 D.2 Discuss lines of communication necessary to maintain the project schedule. Discuss the key issues that could impact the schedule and ways to minimize or eliminate them: D.3 Discuss your quality control methods to ensure consistent and accurate final results. SECTION E: LOCAL PREFERENCE. E.1 Pursuant to the City of Palm Springs Local Preference Ordinance 1756, in awarding contracts for services, including consultant services, preference to a Local Business shall be given whenever practicable and to the extent consistent with the law and interests of the public. The term "Local Business"is defined as a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or proposal opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis, and holds a valid business license by a jurisdiction located in the Coachella Valley."Coachella Valley" is defined as the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the Little San Bernardino-Mountains on the east and north. For the purposes of this definition;"Coachella-Valley"--includes the,cities of Beaumont-and Banning-and-.the unincorporated areas between Banning and the City of Palm Springs. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. The consultant will also, to the extent legally possible, solicit applications for employment and proposals for subcontractors and sub-consultants for work associated with the proposed contract from local, residents and firms as opportunities occur and hire qualified local residents and firms whenever feasible.. In order for a business to be eligible to claim the preference, the business MUST reauest thq preference in the Solicitation response (see Attachment AZ and provide a copy of its current business license(or of those it employs for this project)from a jurisdiction in the Coachella Valley.A non-local business that requests the preference based on employing local residents must provide . proof of full-time primary residency from a jurisdiction in the Coachella Valley with the proposal. The City reserves the right to determine eligibility. E.2 List all team members with local expertise. Clearly define their role in the overall project. COST PROPOSAL; The Cost Proposal (Electronic file#2)shall be clearly identified and shall include Section F below: SECTION F: COST PROPOSAL — ELECTRONIC FILE #2 (#see instructions in Section 6 above and Attachment"Cu) F.1 The cost proposal (submitted on-line and clearly identified as "Cost Proposal") shall be an itemized list of costs per each unique service. PROPOSERS.MUST USE THE COST PROPOSAL FORM, ATTACHMENT "C", PROVIDED BY THE CITY IN THE RFP DOCUMENTS. Failure to use the Cost Proposal form Attachment °C" provided by the City WILL be cause for rejection of a proposal. Dona include Attachments"A","B","D",or"E"in the Cost Proposal,submission. Attachments "A", "B", "D", and "E" are to be included in on-line proposal submission identified as "Technical/Work Proposal". Remember to submit your Cost Proposal as a separate submission. 8. GENERAL AND SPECIAL CONDITIONS: DEADLINE FOR SUBMISSION OF ELECTRONIC PROPOSALS: Proposals will be received by the City of Palm Springs, Office of Procurement and Contracting until 3:00 P.M., LOCAL TIME, TUESDAY, JUNE 2, 2020 via electronic submission. Electronic submissions shall be uploaded to 26 the following site via the link below. All submissions must be time date stamped by the system as being received by the deadline. Late submissions will be rejected. To upload your two(2)separate file submissions in response to this RFP go to: httos://spaces.hightail.com/uplink/Procurement QUESTIONS: Firms, their representatives, agents or anyone else acting on their behalf are specifically directed fat to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this RFP other than as directed below. Contact with anyone other than as directed below WILL be cause for rejection of a proposal. Ay questions,technical or otherwise, pertaining to this RFP must be submitted IN WRITING and directed ONLY to: Leigh Gileno-Procurement Specialist II 3200 East Tahquitz Canyon Ways Palm Springs,CA 92262 via FAX (760)323-8238 or via EMAIL Leigh.Gileno(a)palmsorinasca.dov Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is 3:00 P.M.. Local Time. Tuesday. May 26. 2020,Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. FORM OF AGREEMENT: The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Contract Services Agreement(see Attachment"F"). Please note that the Exhibits are intentionally not complete in the attached sample standard'document. These exhibits will be negotiated with the selected firm,and will appear in the final Contract Services Agreement executed between the parties. We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled "Conflict of interest" and "Covenants Against Discrimination," and recommend all firms carefully consider these contractual requirements prior to submitting a proposal in response to this RFP. Firms that submit a proposal in response to this RFP shall certify the following: a) Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into-any agreement of any kind with any such officer,or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. b) Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural. or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a"prohibited basis"). As an Affirmative Action and Equal Employment Opportunity employer, Contractor is committed to recruiting and 27 • hiring all team members fairly, transparently, and on the basis of merit, in order to ensure the most qualified candidate is hired for each position regardless of race, color, gender, national origin, religion, age, sexual orientation, gender identity, gender expression, genetic information, physical or mental disability, pregnancy, marital status, status as a protected veteran,or any other status protected by federal,state or local law. As a condition precedent. to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. Failure or refusal to enter into an Agreement as herein provided onto conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. If the highest ranked Proposer refuses or fails to execute the Agreement, or negotiations are not successful, or the agreement is terminated,-the..City..may,._.at_its.sole...discretion,.:enter.:.negotiations with and award the Contract to the second highest ranked Proposer, and so on. The term of the agreement that is awarded as a result of this RFP shall be in effect for 3 years,with two(2)one (1)year renewal options, AWARD OF CONTRACT: It is the City's intent to award a contract to the firm that can provide all of the scope of work, equipment and services identified in the RFP document. However, the City reserves the right to award a contract, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly,scheduled City Council meeting after the evaluation committee has made its final selection of the firm to be recommended for award and a contract has been negotiated and agendized for consideration. The decision of the City Council will be final. RIGHT TO ACCEPT OR REJECT PROPOSALS: The City of Palm Springs reserves the right to waive any informality or technical defect in a proposal and to accept or reject, in whole or in part,any or all proposals and to cancel all or part of this RFP and seek new proposals, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City. INSURANCE: Insurance provisions are contained in the Standard Contract Services sample agreement included in the RFP. The successful Proposer will be required to comply with these provisions. It is recommended that Proposers have their insurance provider review the insurance provisions BEFORE they submit their proposal RESPONSIBILITY OF PROPOSER: All firms responding to this RFP shall be responsible. If it is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an RFP , without an authorized signature,falsified any information in the proposal package,etc.), the proposal shall be rejected. PUBLIC RECORD: All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code.Section 6250 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 6255 during the negotiation process, may be made public after the City's negotiations are completed, and staff has agendized the recommendation to the City Council for the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract. 28 Although the California Public Records Act("CPRA")recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked "Confidential,""Trade Secret," Proprietary,"or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction. If a submitting party contends that a portion of the proposal is confidential even under the CPRA,the ' party: 1)must clearly label each document and/or page deemed a confidential:document 2)the legal rationale supporting such contention including specific references to applicable provisions of the Public. Records laws of the State 3) must actively defend against any request for disclosure of information which the party has determined should not be released, and 4)must indemnify and hold harmless the City from any loss, claim or suit,- including attorneys' fees, brought by a person challenging the City's refusal to release the documents. The City will not, under any circumstances, incur any expenses;or be responsible for any damages or losses incurred by a party submitting a. proposal or any other person or entity, because of the release of such information. The City will not return the original or any copies of the proposal or other information or documents submitted to the City as part of this RFP process. NOTE THAT THE CITY MAY NO RECOGNIZE PROPOSALS WHERE ALL OF THE INFORMATION, VIA-A. BLANKET STATEMENT, IS SUBMITTED AS PROPRIETARY INFORMATION OR A TRADE SECRET. SUCH PROPOSALS MAY BE.FOUND NON-RESPONSIVE. COST RELATED TO PROPOSAL PREPARATION: The City will NOT be responsible for any costs incurred by any firm responding to this RFP in the preparation of their proposal or participation in any presentation if requested, or any other aspects of the entire RFP process. COMPLIANCE WITH LAW: Proposer warrants that all Services rendered shall be performed in accordance with all applicable federal,state,and local laws,statutes,ordinances lawful orders, rules,. and regulations. LICENSES,PERMITS, FEESAND'ASSESSMENTS: Proposer represents and warrants to City that it will obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally, required to practice its profession and perform the Work and Services requested in this RFP. Proposer represents and warrants to City that Proposer shall, at its sole cost and expense, keep in effect at all times during the term of the Agreement if so awarded, any license, permit, qualification, or approval that is legally required for Proposer to perform the Work and Services under the Agreement if so awarded. Proposer shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Proposer's performance of the Work and Services required under the Agreement if so awarded. Proposer shall indemnify, defend, and hold harmless City against any such fees, assessments,taxes penalties, or interest levied, assessed,or imposed against City to the fullest extent permitted by law. BUSINESS LICENSE The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any proposal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract. . and to complete the Work contemplated therein. NONCOLLUSION:The undersigned, by submission of this Proposal Form, hereby declares that this 29 Proposal is made without collusion with any other business making any other Proposal, or which otherwise would make a Proposal. Proposer must execute an Affidavit of Non-Collusion provided as Attachment"B" in the RFP and include it with their proposal. PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contentsof their proposal shall be valid for a period of 120 calendar days from the due date of proposals. • • • • 30 SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed proposal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be included in the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, insurance requirements, terms or conditions may be considered in the evaluation process; however, the City makes no guarantee that any exceptions will be.approved. 31 ATTACHMENT "A" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL(Electronic File#1)* REQUESTS FOR PROPOSALS(RFP)#16-20 INVESTMENT CUSTODY SERVICES SIGNATURE AUTHORIZATION NAME OF COMPANY(PROPOSER): BUSINESS ADDRESS: TELEPHONE: CELL PHONE FAX CONTACTPERSON EMAIL ADDRESS A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to laind myself/this company in a contract should I be successful in my proposal. PRINTED NAME AND TITLE SIGNATURE AND DATE B. The following information relates to the legal contractor listed above,whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: An individual; A partnership, Partners'names: A company; A corporation If a corporation, organized in the state of: 2. My tax identification number is Please check below IF your firm qualifies as a Local Business as defined in the RFP: A Local Business(licensed within the jurisdiction of the Coachella Valley). Copy of current business license is reauired to be attached to this document. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s)# is/are hereby acknowledged. 32 ATTACHMENT"B" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File#1)* NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDERANI)NOTARIZED AND SUBMITTED WITH BID STATE OF CALIFORNIA)ss COUNTY OF RIVERSIDE) The undersigned,being first duly sworn,deposes and says that he or she is of .the party making the foregoing Proposal.That the Proposal is not made in the interests of,or on'the'behalf of,any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham;that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded,conspired,connived,or agreed with any Proposer or anyone else to put in a sham Proposal,or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other, Proposer,or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Proposal are true; and, further,that the Proposer has not,directly or indirectly,submitted his or her Proposal price or any breakdown thereof, or the contents thereof,or divulged information or data relative thereof,or paid,and will not pay,any fee to any corporation,partnership,company,association, organization,Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal. Ey. Title: Subscribed and sworn to before me this day of 2020. -. (NOTARIZATION REQUIREMENT IS WAIVED) 33 ATTACHMENT"C" *THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED ELECTRONIC FILE#2"Cost Proposal", (NQtwith Electronic File#1, Technical/Work Proposal*) REQUEST FOR PROPOSAL(RFP#16-20) INVESTMENT CUSTODY SERVICES COST PROPOSAL Responding to Request for Proposal No. 16-20 INVESTMENT CUSTODY SERVICES, I/WE agree to provide all work and services necessary to deliver Investment Custody Services as defined in the Scope of Work herein. INVE will accept as payment the following Rates/Fees for providing all supervision, and services to complete the Investment Custody Services which should be outlined below and as defined in the Scope of Work herein: NAME OF FIRM SUBMITTING THIS COST PROPOSAL: Est. Market Value& Rate Estimated Extended Service Description Annual Annual Cost. Quantities '*Market Value: Maintenance 100,000,000.00 X $ = $ (Billed Quarterly) Transaction Fee: 12 X $ _ $ Depository Trades Cash Transfer Fee:' Wire or 50 X $ = $ Book Transfers Monthly Access Fee 12 X $ - = $ Estimated Annual Cost: $ "$100,000;000.00-market value..will..fluctuate slightly per quarter. TOTAL ANNUAL AMOUNT: S (PRICE IN FIGURES) (PRICE IN WORDS) 34 Description Fee X Qty Total Initial Set Up Fee X = $ Other Applicable Fees: X = $ X = $ X = $ "Market Value: Maintenance . Rate Above 100,000,oOo.00 *In addition to the fees listed above, a detailed fee schedule should be provided with your cost proposal outlining your proposed fees for any activity charges the City may incur. PRICING FOR INITIAL 3 YEARTEI3M AND CPI ADJUSTMENTS FOR OPTION4L RENEWALS: For the initial three (3)years of the Agreement term,fees quoted are fixed. For optional years 4and 5,Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's.Consumer Price Index (CPI) for the Riverside-San Bernardino-Ontario area for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor. NOTE: This nage MUST be manually signed. Certified by: Firm Name Signature of Authorized;Person Printed Name Title Date 35 . EXHIBIT"C" CONSULTANT'S PROPOSAL 36 • • (1.4' Principal City f Palm Springs RFP# 16-20 Wells Fargo/Principal Technical Work Proposal 06/02/20 Principal®and Wells Fargo institutional Retirement&Trust(IRT)co-created the content of this Request for Proposal(RFP)based on Principal's intent to provide the combined capabilities documented here once the transition of IRT's business operations is complete. Principal dosed the acquisition of IRT on July 1,2019.The transition of IRT's business operations, employees,and clients will occur over the following 12-24 months.During the transition period, Wells Fargo Bank,N.A.will continue to operate and service the 1RT business for the benefit of Principal,Including providing recordkeeping.trustee,and custody services. Classification:customer Confidential 37 4. Principal 4, 06/02/20 • Leigh Giteno Procurement Specialist II City of Palm Springs 3200 East Tahqultz Canyon Way Palm Springs,CA 92262 Dear Ms.Gileno: On behalf of Wells Fargo Institutional Retirement&Trust(IRT) I-am pleased to provide you with our proposal to provide custody services for City of Palm Springs. We have been in the business of protecting the assets of our clients,for 168 years.Since the advent of ERISA and the increased need for master trust/custody services,we have continued to fashion our capabilities to help meet the expanding needs of our clients.A distinguishing factor of IRT's service model is our commitment to the corporate philosophy of building relationships with our clients.This commitment takes many forms.the key being that we truly work to develop and deploy services to help meet our client's needs. -, • On July 1,2019,Principal Financial Group&(Principal®)acquired the IRT business.Our organizations could not be a better fit.We're excited to be able to bring clients truly the best-of- the-best from both Principal and iRT and to provide unmatched capabilities across a broad array of financial services—trust and custody,retirement and discretionary asset management.We believe the sale brings together two businesses of unmatched scale,capabilities,and talent that will foster continued Innovation and thought leadership for years to come.We share a focus on client care and are paying special attention to making sure the integration of the two operations Is seamless, transparent,and straightforward for our clients. Principal is committed to—and investing in—the trust and custody business.Together,the combined organization safeguards more than$1.2 trillion in assets,and builds on Principal's 75- year history of providing custody services.Principal is also recognized as one of the world's most ethical companies.The addition of IRT's trust and custody business allows Principal to bring a full suite of trust and custody capabilities to serve more industries and entities.And being part of Principal allows you broader access to a depth of talent,product capabilities and robust technology to further enhance your experience and service offering.The strength of Principal's financial services organization allows us to provide the technology,client service,diverse offering and infrastructure to support and grow this business moving forward. During the transition period;which we anticipate will-be a period.of.1e.months,we have been evaluating platforms and systems from both organizations with the goal of Introducing combined capability advantages to better serve our client's needs. After an extensive analysis,we've elected to retain the SEI trust accounting platform Wells Fargo IRT uses today.The reliable,high-quality platform supports the needs of our current business and provides a solid foundation to build enhancements in the future.This platform decision is another part of our commitment to making the migration experience seamless for you. We will continue to be transparent and communicate with you every step of the way regarding transition timing and actions.Selecting a new provider or retaining your current one involves the Classification:Customer Confidential ' 38 , ��A•�M• Principat evaluation of what service will be several years down the road.We are encouraged about what that vision looks like for our clients based on the following post-merger priorities Principal has shared for our business: o Maintaining/growing all lines of business that are part of IRT • Taking the best capabilities from both groups • Retaining current service teams • Retaining clients o Honoring existing contracts Post close,we are focused on a transition that delivers the best of both organizations.Principal and IRT are committed to a thoughtful and smooth integration.Our number one focus is to provide top-tier,uninterrupted client service-to our_clients. ....-.-----.----- We look forward to having the opportunity to work with you during your custody search and would be happy to provide any further information needed to assist during this process.Please feel free to contact me at 612-316-4167. Thank you for your consideration. Sincerely, Karen Scofield Institutional Retirement&Trust Classification:Customer Confidential 39 • Q; Principal`,. This proposal is presented by: Karen Scofield SSO South 4th Street Minneapolis,MN 55415 612-316-187 karen.a.scofield@wellsfargo.com - Proposal assertions • We have a history,of standing behind our commitments and intend that our RFP response will be the basis for a mutual contract in the future.However,given the dynamic nature of the Request for Proposal process,many of the'questions and exhibits are exploratory in nature and do not adequately.address-the..full scope of services.delivered._Therefore,_we.are providing.our.redlined version of the sample boilerplate contract services agreement(Attachment F)that describes the - range of services we offer,which 1s an excellent starting point for additional discussion.Our responses are based on the assumption that we will be acting as custodian and that we will negotiate a mutually agreeable contract that will fully document our relationship.Our standard agreements are the primary agreements and are accompanied by other ancillary agreements that will be executed during the account opening process. Confidentiality statement information contained in this document is submitted with the understanding that it will not be used for purposes other than the evaluation of our qualifications. USA Patriot Act statement To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial Institutions to obtain,verify,and record information that identifies each person who opens an account.What this means for you;When you open an account,we will ask for your name,address.date of birth,and other information that will allow us to identify you.We may also ask to see your driver's license or other identifying documents. • Tax or legal advice statement We do not offer tax or legal advice.We make no representations or warranties regarding whether any particular plan or agreement will have the tax or legal effects desired by employers, employees,clients,account holders or other interested parties.Clients may seek their own tax and legal advice regarding the plan or agreement and its design and features.They may also consider' submitting the plan or agreement to the IRS for a private letter ruling for determination of any tax consequences. Information and proposal life statement Any information and pricing contained in this document is valid for six months(180 days)from'the date obtained;unless otherwise agreed to by-our organization. • Business acceptance contingency Final acceptance and ultimate approval to provide the services set forth In this document are contingent upon the receipt of all required governing documents and tile satisfactory resolution of any document related,regulatory or legal issues.We-intend for our RFP responses to form the commercial basis of a mutually agreed upon contract.Our assumption is that the selected services . and related pricing would be integrated into a mutually agreeable contract,with such additional • detail.as may be necessary for a successful relationship. Classification:Customer Confidential • 40 • • Table of Contents City of Palmn Springs RFP#16-20 Wells Fargo/Principal Technical Work Proposal 6 Executive overview 6 SECTION A. 7 SECTION 13. 12 SECTION C: 21 SECTION ID: 22 SECTION E. 23 Exhibits and Attachments 24 Classification.Customer Confidential Page J 41 • • City of Palm Springs RFP# 16-20 Wells Fargo/Principal Technical Work Proposal Executive overview A strong commitment Providing trust services dating back 168 years,and with$1.2 trillion dollars in assets under custody,we have a strong commitment to this business.As a leader in the Industry,our focus on minimizing risks to the client while delivering valuable service sets us apart.We approach our work by focusing on four key beliefs developed from years of experience and research on industry and investor trends,client behavior and feedback,and the economic environment. • Risk management is,and always has been,a top priority Risk management has always been a key advantage to working with us.Over time,a conservative approach to protecting assets has become a part of our DNA.As the sophistication of risks escalates,we continue to invest significantly to help clients manage risks and fulfill fiduciary obligations. Service team alignment on quality and outcomes drives your satisfaction The complexity of your needs,as well as your feedback and ongoing service requirements,dictate our team assignments.We're focused on building strong,mutually rewarding relationships with • our clients through which we are focused on quality and meeting your objectives. As a relationship driven financial institution,we use a formal,strategic process to successfully manage client relationships.We strive to build a Long lasting,mutually valuable relationship with each client by employing a"service team approach".We surround our clients with the people and products they need In order to be successful.Your relationship manager,Leslie Jennings-Chakeen, will serve as the focal point and leader of your service team and manage the on-going service activity,with the goal of providing outstanding service to you. Knowing you and engaging proactively is fundamental Our cultural emphasis on being engaged and responsive gives us a competitive edge in how team members understand the needs of our clients,which ultimately leads to better service and more innovative solutions. Relationships are based on a mutual exchange of value Our goal is to work with you to determine what value is expected and how consistently it's being delivered.It includes the basic fundamentals,tangible"extras,"and the intangibles,which help derive the total cost of dollars,resources,and time. The results of our commitment are dear Principal can meet the need for cost-effective and expert custodial servicing.We have assembled the best possible combination of people,products,and resources we have to offer.We Look forward to working with you and hope the following proposal will further detail our services and our commitment Classification:Customer Confidential Page 6 • 42 SECTION A. FiRM,STAFF,TEAM(including any subcontractors)QUALIFICATIONS AND EXPERIENCE, INCLUDING REFERENCES 1. Follow the instructions and property complete and execute both Attachment"A"and Attachment"B"that are provided in the RFP and include them herein your proposaL If applicable,your specific request for Local Preference(reference Attachment A)and a copy of a valid business license from a jurisdiction in the Coachella Valley is to also be included here. Please refer to Attachment A,Attachment B and Exhibit A-Business License provided at the end of this proposal. - 2. Describe the firm's background and qualifications in the type of effort that this project wilt • require,specifically identifying experience with public sector and the investment of public funds successfully managed of similar size and scope On July 1st,Principal Financial Group closed the acquisition of Wells Fargo's Institutional Retirement& Trust(IRT)business.We believe the sale brings together two businesses of unmatched scale, capabilities,and talent that will foster continued innovation and thought leadership for years to come. We continue to remain committed to serving the needs of our clients and we are extremely excited about the benefits we will be able to bring to our clients through the combination of I RT and Principal Financial Group's offerings. Please click on the,link to view our annual report: httos://www08.wellsfaroomedia.comlassets/adf/about/i nvestor-relations/annual-reoorts/2019- annual-reoort.odf History Our roots date back to 1852,when we first began providing trust services.We trace our origins back to the days when we used a strong box to secure client assets during transit.That tradition of protecting and accounting for client assets developed into the custodial services provided today.The'modern' version of custodial services started in the early 1930s when we began offering to house an account for client investments.During the early 1970s,in the immediate post-ERISA era,we developed our Master Custody capabilities.168 years later,we have Integrated with Principal Financial group✓la create an organization with a powerful combination of expertise,talent,and passion. Overall CRA rating:Outstanding For review the full report,please use the link provided below. ttos•//crarm wellsfarao netlCRA Pr blic File/l ell Fargo Bank NA/GRA Perfor anc Evaluation WFB 02.04.2019,adf Credit ratings Our debt rating is one of the highest ratings of any financial services company. Standard&POOr's A+ Moody's Investors Service Aa2 Principal® 7 Classification:Customer Confidential 43 • • Fitch AA- Our experience with government and public entities: We have extensive experience servicing clients in the public sector for over 80 years.We currently service 367 public sector clients with a total market value of$171.5 billion.Specifically in California, we serve 39 public fund clients with a total of$18.7 billion in assets. We have the diversification,industry knowledge,experience,technological capabilities,and value- added products and services to provide the"best"total package of services to our public sector clients. Our services teams,as well,have over 1,800 people who are highly trained and experienced in • supporting the needs of our government and public entity clients.We view our people as our competitive advantage;therefore we Leverage our team-members'knowledge in order to customize solutions to help meet clients'needs and aim for total client satisfaction. Because we believe the key to a successful client relationship begins with the conversion,we employ a transition team of 16 specialists who work closely with the relationship manager throughout the conversion process.A conversion project lead will assist the relationship manger and client through • the entire onboarding process and a dedicated transition consultant will be assigned to coordinate all operational aspects of the conversion. Our transition takes place according to a thoroughly tested conversion process.We work to free receive assets in a timely manner,to identify income and to properly process. A reconciliation is an integral part of our conversion procedures. There are no costs to the client associated with our conversion,other than the standard transaction cost for transfer of securities. All custody fees are guaranteed for a term of three years and are subject to negotiation should the, client have a dramatic shift in their asset allocation. • • Please refer to Exhibit 8-Project Transition Schedule Focus on your commitments Whether at the state,county,or municipal level,all governmental organizations need to focus on the commitments they make to their public,while maintaining a budget and adhering to stringent investment guidelines and regulatory reporting requirements.That means you need unique solutions for yourinvestment and trust needs,and a provider you can trust.We have an extensive track record of working successfully with government and public entities.We work with you to build long-term relationships to support the distinctive needs of your specialized institution. Options for your unique institution Delivering on your responsibilities requires-maximizing-your resources while-managing-risk and controlling expenses.We have a spectrum of services to help you meet your financial challenges: • Domestic and global custody s Commission recapture a Cash sweep a Foreign exchange e Financial and tax reporting o ' Investment management e Income collections s Portfolio liquidation • Settlement or trade date reporting e' Transition management e Investment guideline monitoring e GASP 40,45&72 reporting o Performance measurement o Compliance monitoring Principal 8 Classification Customer Confidential 44 A dependable custodian you can trust We are with you every step of the way.Providing trust services for 168 years,we are here for the long- term with a strong commitment to the business.Our regionally-based institutional Retirement&Trust relationship management team members are specialists in providing service to government entities. We also offer the dependability of a bonded custodian whose trust expertise helps assure that your custody assets will result in a GASB risk rating of a category 1 or 2. 3. indicate the name of any sub-contractor firms or contractors that will be utilized to make up your team.Describe each sub-contractor's qualifications,background and specific expertise that they bring to the Project. • We use software and some services offered by outside service providers(e.g.,SEI),but we manage activity ity through our own set of procedures and policies,and avoid actual outsourcing:to any vendor. Perhaps the closest that we come to outsourcing is using the international custody network of our global sub-custodian.They maintain the network,and will settle trades,on our behalf,through their local custodians.However,we maintain all multi-currency accounting on our accounting structure.Our global sub-custodian also handles our global lending.The relationship with our global sub-custodian has existed since 1998. 4. List the name and qualifications Of the key staff/team members that will be assigned to this Project.Provide detailed qualifications of the Account Manager that will be assigned to the City's Project. Your relationship manager,Leslie Jennings-Chakeen,will be your relationship manager and will be responsible for oversight and coordination of all service team activities and for knowing how to best deliver the desired services that help meet particular needs. Relationship teams are designated specifically for each client based on a variety of factors,including market segment,geographic location and account complexity,Local or regional relationship managers focus on building mutually beneficial relationships and sharing their experiences from working with similar clients.Centralized groups of service specialists support processing,trading,reporting and accounting functions.They work closely with the relationship manager to fully understand clients' needs and expectations and to consistently provide high quality service.As we assess new business opportunities,we are careful to match the right service team members with the prospective clients' unique circumstances. Below is a description of our service team approach to client management. fejvice Team Leader Leslie Jennings-Chakeen Vice President,Relationship Manager Los Angeles,CA Leslie Joined Wells Fargo in 1990 and has over 22 years of institutional Trust and Custody experience. Leslie moved into a relationship management rote In 1998 where she has been a highly respected team member.She works to make client relationships successful by building trust and consensus with each interaction. Leslie is directly accountable for the overall service quality and delivery provided by the Institutional Retirement and Trust team of specialists and has been recognized on numerous occasions by both her customers and internal partners fora variety of accomplishments including excellence of service. `± Principal® 9 Classification:Customer Confidential 45 • Currently,her book of business consists of 16 public sector Institutional Trust clients with combined assets exceeding$9 billion.Leslie's clients require creative solutions to their ever-changing business needs;therefore,her philosophy combines strategic,consultative planning with superior customer service.Her strengths Include attention to detail,strong communication skills,and process Improvement. She is a strong advocate for continuing education,regularly taking advantage of various learning opportunities at Wells Fargo Learning&Development.She Is former committee member and recipient of Tribute to Women in Industry. Leslie holds a Liberal Arts&Sciences degree from Palomar College and attended Sacramento State University. Y :Ft 5f +•,. r� a..d —'3z:fi-' F-a: .sr• ue- ;, l7utl4' • Establishes procedures tailored to help meet specific needs e High level point of contact for account servicing and meetings . Relationship Manager Provides consultative ideas for streamlining account administration based on experience with client's Industry e Informs clients of new products and services • Coordinates online product training for clients • Escalation point for all Issues pay-to-Day Contact and Access to Specialized Experts Lindsey Bagby Client Service Consultant Waco,Texas Lindsey Bagby joined Wells Fargo Institutional Retirement and Trust in 2013 as a client service consultant,a role in which she is the primary day-today contact for her clients.Lindsey assists with all aspects of relationship and operational account administration.Lindsey brings an extensive knowledge of cash movements,security settlements,financial reporting and many other specific trust operational skills that help support quality assurance,and compliance with regulatory requirements. Prior to Joining the Client Service Team,Lindsey previously worked for a for-profit higher education organization as an Educational Recruiter where she gained a tremendous amount of experience responding to customer inquiries and providing solutions to their needs.Her many years of customer service experience,both within and outside of the financial services industry positioned her well for the transition to a•client service-consultant-role-in our organization.Currently;:Lindsey works closely with her relationship managers,trust accountants,and investment manager relations specialists as well as other members of Trust Operations to provide support and quality service to her clients.In addition,Lindsey consistently takes advantage of internal professional education opportunities and industry training to better serve her-clients. Lindsey is currently working towards her BA in Business Administration and her CRSP certification. 2 a .k'.p -� , } .R. ia,: i Title t t n ems. zJut+igs s� � c Principar 10 Classification:Customer Confidential 46 TRIP t j t tU47E5' rT f �4 • a Handles day-to-day activities,including all cash movements,disbursements,inquiries and report set up Client Service Consultant ' Coordinates all information flow with clients and consultants • Acts as first line of contact for any questions,issues, or special requests Handles reporting related activities,including report issuance;daily'data audits,asset manager reconciliation,custom reporting - • Works directly with plan auditors Trust Accountant&Performance Analyst • Handles all mutual fund and commingled asset buys/sales and all money movement activity • Validates plan NAV unit values,portfolio performance,analytics,and attribution e Works directly with your investment manager for Investment Manager Relations Specialist proper processing of trades,income collection,and corporate action activities • Works directly with separate accounts • Provides training for all online tools and a toll-free number for all day-to-day questions Online Product Team E Solicits client feedback for product improvements a Offers new product applications for client use in a live"test environment 5. Include a minimum of three(3)references of recent public sector customers for who your firm has provided similar Investment Custody Services as contemplated herein.You must include the name of a contact person,their title,and a current phone number,fax number,email address and business address along with a brief description of the scope of work and cost for each successfully completed referenced project. We are always pleased to have an opportunity to ask our existing clients to provide a reference for prospective clients.in keeping with general client wishes and current increased levels of concern regarding privacy of client Information,we have adopted a polio,/that provides reference information at the time it is deemed critical to the decision making process and still protects our clients'interests. We will be happy to provide reference information as we are selected to be one of the institutions that wilt continue in the search process. • _ i Principal® 11 Classification:Customer Confidential 47 SECTION B: PROPOSAL ORGANIZATION,CONFORMANCE WITH RFP INSTRUCTIONS,AND DEMONSTRATED UNDERSTANDING OFTHE OVERALL PROJECT AND REQUESTED SCOPE OF WORK 1. Carefully review and verify that your proposal is well organized and follows ALL OF THE INSTRUCTIONS on proper organization,format,order,and conformance with all requirements, including any and all required signatures,attachments,acknowledgements,or other documents that are required to be submitted. Failure to followthe instructions may result in your proposal being non-responsive and rejected from consideration. 2. Without reciting the information regarding the Project verbatim as contained in this RFP, convey your overall of the Project and an understanding of the City's expectations upon implementation of the Project. With over 168 years of experience supporting the custody needs of public entities,we affirm that we can provide the services outlined in the City of Palm Springs Investment Custody Services RFP.We're focused on helping your organization succeed financially,leveraging our dedicated service team strategy as a key differentiator.Your team of experienced trust and custody specialists provide innovative service and solutions for your organization,taking a conservative approach to safeguarding your assets. Custody services We offer a broad spectrum of financial services and the ability to tailor our service mix to our clients' unique needs.That means more than the convenience of one-stop shopping:It means we understand how each offering relates to the current market,to all other available options,and to your financial needs. • Client-directed cash movement and investment activity Upon joining our company,a client profile is completed.The client profile is a compilation of the details surrounding the structure of the client's relationship(i.e.,account structure,its investment managers,cash procedures,authorized parties(those authorized to initiate transactions/instructions), statement timing,and other specifics related to the account):Movement of money between accounts, fee payments,distributions,or other types of cash movements outside of usual standing directions are not allowed without written notification or direction from the client.We will accept instructions from only those individuals whose names and signatures are included on the"Authorized Signers.List". Changes communicated by the client in strategy or procedures are communicated to all members of the team and the client's profile is updated.Requests for unusual transactions will be verified with the client before any action is taken. Moving funds is a key function of every cash management system.Our wire transfer services provide our clients with a fast,secure way to send or receive payments,fund accounts,or effect settlements. Our technology-and-experienced specialized staff provide each client-with-the.highest quality of wire transfer service.Our wire transfer services include: • o Domestic Outgoing and Incoming Wires a Draw Down Wires • International Outgoing and Incoming Wires a Standing Instructions (in US$or foreign currency) a Future-Dated Wires(Domestic) • Book Transfers(transfers between our a Mailed Wire Consolidated Statement accounts owned by one or by separate • Research and Investigation individuals or businesses) a Wire Notification and Reporting o Repetitive Wires Q Principain 12 Classification:Customer Confidential 48 All initiated outgoing wires on our system have to be co-signed by another team member.There are also account restrictions on the system's Users'IDs that prevent access by unauthorized users whenever appropriate.Both initiators and co-signers have designated dollar limits associated with sending and/or co-signing wires.The system initiated outgoing wires are verified by individual business units for fraudulent activity as a business control measure. In addition,our trust wires area also verify all manual outgoing wires,and has an authorized signer listing based on their wire authorization forms broken down by cost center.The wire authorization forms are updated semi-annually with those individuals authorized to sign off on a wire by cost center and their dollar limits.Additionally,these forms must be signed by a business manager. Notification of incoming and outgoing wires should be given to your contact by 11:30 a.m.Pacific Time on the day of.receipt_or.withdrawal,..Requests for transfers:between our accounts_should also be received by 11:30 a.m.Pacific Time for same day processing.Check issuance requests from accounts wilt be processed with a one-day turnaround.Check deposits received by 11:15 p.m.Pacific Time will receive next day credit.Checks drawn on us will receive same day credit. Accounting and reporting In a world that Is technology and service quality driven,we stand as a Leader,consistently offering our clients Innovative,flexible technology that delivers timely information to our clients.We specialize In helping to meet our client's various accounting and reporting needs.Our accounting methods available include:trade or settlement date,full accrual or cash,cost basis(average,FIFO,LIFO,specific lot)and amortization. Our integrated systems provide extensive accounting and reporting for domestic securities.All information relative to your account is readily available and retrievable online.Some of the information and reporting options we offer include: a Daily and month-end portfolio information o Annual reporting (cash balances,assets,transactions) (for government and audit requirements) ® Ad hoc and custom reporting• a Consolidated reporting a Variety of levels of accounting reports • o Financial reporting (trade date or settlement date) (daily,weekly,monthly,quarterly,annually) Generally we can provide statements by the fifth business day.However,the timing is impacted by our • ability to obtain.good pricing for certain types of non-traditional assets(i.e.,LPs,venture cap and ( hedge funds,and more.)Information and reports are delivered within a timeframe that meets the individual needs of the client.It is our preference to meet with our clients prior to conversion to determine exact reporting needs,and the timelines that need to be met to satisfy all,requirements. Upon determining exact requirements,we will package our services around those specific needs.The timeframe varies among individual accounts and is dependent on size,complexity,and the services used. Please refer to Exhibit C-Sample Monthly Financial Reporting Package Audit confirmations We work cooperatively with our clients,their auditors,and regulatory representatives during their review processes.Trust accounting record information is available to clients'auditors with the client's written directive authorizing the release of requested information.•Additionally,where directed by the client,the client's auditors may'contact us directly to address trust accounting record Information questions.In order to facilitate the audit process,we engage a national external audit firm to produce a 5OC1/SSAE1 8 annually. Ourexrarnal auditor isnot affihatod with Our Company. Principal 13 Classification:Customer Confidential 49 r ` Internet business portal We have been providing online products and services to our clients since 2000 through our Internet business portaL The Internet business portal provides easy access to cash and treasury management, investment,procurement,international,trust,and credit and loan services.Our Internet business portal is a source for customers to manage their multiple banking services in a personalized and customized manner,with advanced security.Clients access information through the use of their internet browser,so no additional software is needed. The portal offers our custodial clients single sign-on functionality that provides fast and efficient access to multiple online services.Clients have total control over who sees portfolio information through the use of a unique company ID and user ID combinations,with the added security of user- defined passwords.Only authorized users can access the internet business portal.Clients identify who should be authorized and assign different authorization levels for each user;their specific credentials let them access.data.only-.for--the.accounts they are authorizer!to view.In addition to account access, user authorization can be defined as view only or can be established to permit the user to perform transactions.Authorized signers can change online access privileges any time. Information and reporting options are extensive.Users can capture and download real-time and point- in-time information in a variety of views and formats.Our continued development to meet needs through technology and automation has resulted In a suite of products that we are proud to offer.Our Internet business portal has shaped and evolved our client's custodial processing. i Online portfolio reporting service The portfolio reporting tool offers standard and custom reports and data extracts for viewing or exporting in standard HTML,PDF,Excel,or comma separated formats.Client users are able to,design and save report templates to meet their unique requirements and run them against any single account or account combination.Several reports contain drill down features.History accumulation begins at the time portfolio reporting tool is implemented.Daily historical asset positions are available for 18 months.Transaction reports can be requested for up to 18 months of history.Pending transactions • and cash projections are also among the standard reports.Online portfolio reporting standard features include: ;. Account View-The online portfolio reporting service delivers real time cash balance and real time settled transaction data as well as previous business day Information to help manage and reconcile accounts.In Account View clients can click on any column header hyper-link to sort data by that column.Information can be quickly located by using the flexible Filter on responsive data tables. Export Account View data to PDF or data formats from any screen by selecting the corresponding link.• e Overview-The account Overview shows at a glance the settled market value for every account in a chosen display group. e Position Summary-The Position Summary displays the asset allocation of the selected account. o Position Detail-Position Detail displays detailed asset information for every asset in the selected account. a Real Time Cash-Real Time Cash provides real time Cash Balances and Today's Transactions for an•account. m Real Time Transactions-Real Time Transactions provides transaction information for any account. • Trade Order Entry-The trade entry tool offers a secure and convenient way to enter marketable domestic security orders.This includes requests to buy and sell individual mutual funds,equity, exchange traded funds(ETFs)and fixed income securities. Custom reporting and data extract Client users are able to design and save report templates to meet their unique requirements and run them against any single account or account combination.All of the current and historical data Principal® 14 Classification:Customer Confidential 50 available in our standard report offerings are also available to create new reports or data extracts. After selecting the data sources and data fields needed,users can sort,subtotal,and filter to produce the information required. Clients may use the Scheduled Reports function to automatically generate their most frequently used reports.Scheduled Reports allows our online portfolio reporting service users to: • Schedule any standard or custom report e Generate scheduled reports on demand for automatic generation a Edit or delete scheduled reports • Retrieve scheduled reports effortlessly a Select email notification preferences o Access scheduled reports for 18 months Information delivery service Our online information delivery service provides clients with online access to their financial and investment performance information,via our internet business portal.Trust reports are taken electronically from our asset custody systems,converted to PDF,and retained by the information delivery service in a secure environment,where they can be accessed and viewed by the client's authorized users.An email notification is sent as soon as new reports are available.Clients can search fora report by account number,report type,or report or processing date.Up to seven years of history can be stored on the system.For longer retention,the entire report or just a portion can be easily downloaded and archived for use within other applications at the client site. Trade settlements Trades are communicated to us via agreed upon medium within 24 hours.Most Investment Managers utilize a real-time Straight-Through-Processing(STP)solution to communicate trade information. • Some examples are SWIFT,DTCC Affirmation,Bloomberg AiM/POMS,and OMGEO products. if a trade requires manual input,we will facilitate the matching of broker confirm information and meet deadlines for settlement.The Investment Manager Relations Specialist works with the IM so that trade information is sent in the most effective and automated manner possible. We validate the instructions are from an authorized party by using the authorized signature List on file to compare against the signature on the trade instruction or,in the case of SWIFT,Bloomberg AIM/POMS,and Omgeo TradeHub,by having them sign an Incoming Electronic Trade Authorization form(which must be signed by an authorized signer)informing us of which BIC will be used. We place major emphasis on securities movement and control functions,settling over 4.3 million trades per year,and handling virtually every type of security created by the ever-changing capital markets.Tracking each purchase and sale from trade date to settlement date promotes proper delivery and credit of securities to each account. All trades are settled on a delivery versus payment basis.We post all purchases and sales on the scheduled settlement date to allow for investment on a same-day basis.This procedure provides total -funds predictabllity thus-maximizing investment-yield and eliminating fail float accounting We provide all services associated with physical securities,such as re-registrations,transfers,deposits, and withdrawals.We will also automatically re-register physically held securities to book-entry form if they become depository eligible.Our trust system maintains a record of each security that shows its location(DTCC,FED,Vault,or other),Its form of registration,and other pertinent information. • We use the following depositories: Depository Trust Clearing Corporation flp Principal® 15 Classification:Customer Confidential 51 , We process over 4.2 million trades annually through DTCC.Our expertise in execution and systems utilization results in an affirmation rate of 99%.More than 70%of trades are affirmed through DTCCS Institutional Delivery System. We use a report printed from DTCC's computer-to-computer interface at the end of every day to reconcile trade settlement activity.The report displays all purchases and sales that settled during the day and provides us with an efficient method of identifying failed trades.All trades are settled on a same-day basis. Federal Reserve We are a direct member of the Federal Reserve Bank System.We currently process in excess of 600,000 Fed trades each year. Federal.Reserve-.purchases and sales_are-.reconclted,on.a same-day.basis.Utilizing an online interface with the Federal Reserve Bank we are able to review settlements throughout the day.Trade and settlement information is exchanged online,with an automated daily reconciliation performed on an aggregate account basis to match positions. Physical securities We use the services of DTCC for physical and same-day trade settlements occurring in New York To settle these trades efficiently,we have developed an integrated network that provides real-time activity within our account.Additionally,we can hold securities in our vault.We have a Class I vault and maintain dual control for the safety,of assets. Please refer to Exhibit D-Sample Advice of Security Transaction Trade deadlines Note:All deadlines are in Pacific Time. - }},,, T+2 Trades (e.g.,Equities,Corp bonds, T+1,End of Day Municipals Bonds) T+1 Trades(e.g.,Government Bonds). T+I.9:30a.m. Same Day Trades Trade Date,9:30 a.m. (e.g.,MMIs) Domestic Trading Non Depository/Money Movement ; only *Regarding negotiated trades: (e.g.,ETDs,Tri-party Repos,Private Trade Date.1 1:30 am. Trades that are executed with a Placements) negotiated(non-standard) settlement cycle will be Physical Sells-Minneapolis Vault processed and settled on a best *Regarding Regariiing Physical Sells.- .. ._ efforts basis Minneapolis Vault:Trades involving securities that require legal opinions. Settle Date-2,6:15 am. . , stock powers,or legal documents will be processed on a best efforts basis Physical Buys-DTCC Custody 'trade Date.930 am. Physical Sells-DTCC Custody Settle Date-1,7:00 am. Repos with collateral Trade Date,9:30 a.m. QPrincipar 16 Classification:Customer Confidential • 52 r • • Repos without collateral Trade Date,11:30 a.m. Reverse Repos Trade Date,9:00 a.m. • Mutual Fund Trades Varies by fund Derivatives Same-day settlement 8:00 a.m, Global Trade Settlement SAME DAY T+1 Contractual posting occurs on the system on the theoretical settlement date,unless the - ---. - - - - --------trade is received after the Receipt of Trades turnaround timefrarne. (Exception:Sale trades will not post on our system until after the trade settles in the market, if received after turnaround timefrarne.) Global T+1 *Somerequire trade Instructions received after markets date notification(e.g.,Hong Fxlnsrrud turnaround time will be bookedion on a best efforts basis Kong and Germany) depending on market deadline • and volumes. • Tr2 •Account to Account Transfers Deadlines will vary at year end and around holidays. T+1 Instructions received after turnaround time will be • Instructed on a best efforts Foreign Cash Movements basis depending on market deadline.Currency receives will • be posted to the account on actual receipt of funds Late trade instructions Late trade instructions increase risk to all parties of a trade.We review and report trade communication issues.Trades communicated after published deadlines are processed on a best efforts basis Trade corrections We require cancellation and rebilling of trades prior to settlement date.Corrections received on or - after settlement date are processed same day if received prior to 11:30 a.m.Central Time with the exception of trade corrections received on the last business day of the month or the last 2 business days of the year.Trade corrections must be received prior to 9:00 a.m.Central Time in those cases for 'same day processing.if automated cancellation and rebilling cannot be completed due to short settlement deadlines,amendments will be accepted according the trade deadlines outlined above. Amendments received after the.established deadlines are processed on a best efforts basis. Principal® 17 Classification:Customer Confidential 53 Failed trades and compensation We use both system-produced daily reports and depository settlement reports and reconciliations to review the settlement processes.We are known for our efficient use of the depository affirmation ' services available,and have experienced less than a 1%fail rate historically on both sales and purchases combined.Our policy is to debit/credit both U.S.and non-U.S.trading activity on contractual settlement date to clients'accounts,alleviating perceived fails to clients'managers' accounts.This procedure is designed to provide total funds predictability,thus maximizing investment yield and eliminating fail float accounting. If fail float were to become an Issue,we will manually track fail float on an account-by-account basis and credit the account(s)monthly,if requested and negotiated by the client.Fail float is calculated using the daily Fed Funds rate. Client assets'ar'e separate from bank assets We are a qualified institution pursuant to California Government Code Section 53608 and have provided safekeeping services for 168 years.As national banking association,the bank is required by statute to maintain separate books and records for any and all assets held In a custodial relationships (12 U.S.C.Section 92a).The safety of custodial assets is not dependent upon whether the bank has assets greater than its liabilities.Property held in these accounts belongs to the owner(s)of the accounts and would be unaffected by a bank failure.In the event a conservator or receiver of the bank were appointed pursuant to federal Law,that conservator or receiver would recognize securities held in accordance with the custodial arrangement as the,property of the client. Pricing of securities We review the pricing process through,our system's built-in exception processing functionality.We receive daily reports showing unchanged prices,stale prices,price ranges,unusual price changes, percentage/dollars,and other pertinent reports. Most assets are priced daily by ICE,but we also use secondary pricing vendors as needed.We use varying sources for securities not priced on service tapes including Bloomberg and PDi.We use last traded price,if necessary,after thorough Investigation. Commingled funds,real estate funds and venture capital partnership holdings are priced using the fund custodian or fund manager's monthly statement.Activity relative to the holding is accounted for in the monthly report. Income collection interest and dividends are credited to clients'accounts in federal funds.Funds are available same-day. We currently process approximately B million income collection transactions annually: a Security income credited on payable date.Most interest and principal repayment is credited on payable date.Examples include:corporate bonds,Treasuries,CPT,Fed book entry issues (Treasuries/SLGS),physical U.S.'Agencies and mortgage-backed(GNMA I and II,FHLMC,FNMA), and DTCC/FED held CMO/asset-backed,REMICs,multi-classes,FHA,pass-thru and SBA. • Savings income normally credited upon receipt.Examples include Series H/HH Interest,CD interest(and reinvestment upon statement receipt),and CPT exceptions. o Mutual fund income credited on payable date+1.Examples include cash dividends,dividends to be reinvested and capital gains.(Mutual fund trades credited upon settlement date.) The City.of Palm Springs can use our online system to view anticipated income,calls and maturities or they can arrange to have this information communicated by their designated client service consultant or investment manager relationship specialist. Please refer to Exhibit E-Sample Call Notification Principal® 18 Classification:Customer Confidential 54 Corporate actions We recognize the Impact and exposure that timely and accurate corporate action notification has on the investment strategies of our clients.We review corporate action information and report information to our clients in a timely manner.We process more than 13,000 transactions monthly. We useXSP for receiving corporate action announcements,matching trust holders to announcements, and sending the notifications to the person with investment responsibility.The vendors directly used for supplying reorganization notification are Interactive Data Corp and DTCC.Other sources for notification include:paying agents,depositories,Internet,The Wall Street Journal,.and local newspapers. New and pending corporate actions are reviewed daily.Each corporate action offer is assigned to a securities operations specialist.Voluntary offer instructions are obtained through the internal client investment manager or administrator.As the"deadline for a voluntary action approaches,the client or investment manager is contacted at specified intervals to seek instructions. Our Corporate Reorganization Unit offers the following capabilities: a ADR terminations o Liquidations • Conversions m Stock and cash mergers a Default payments a Mutual fund offers o Exchanges • Name changes o Bankruptcies o Payment in kind a Consents a Reverse splits e Conversions a Spin offs o Dutch auctions • Special stock distributions a Tender offers • Stock dividends o Optional dividends a Stock splits a Puts • UIT redemptions - a UIT rollovers a UIT In-kind distributions o Warrants and Right offers a Calls a Class Actions e Defeasances a Proxy a Past Corporate Actions Please refer to Exhibit F-Sample CorporateAction Notification Insurance coverage We maintain the following insurance coverage for Institutional Retirement&Trust: Financial institutions Bond Our Financial Institutions Bond(also known as a Fidelity Bond)complies with federal bonding requirements for all employees and provides coverage for direct financial losses resulting from employee dishonesty.Other coverages provided under this insurance program include,but are not limited to,property Lost on premises and in-transit,or by burglary,robbery,forgery and unauthorized signatures;electronic and computer crime;wire transfer;stop payment legal liability. Insurer: National Union Fire Insurance Company of Pittsburgh,PA - Policy Period: , November 15,2018-October 1,2020 Limits: $100,000,000 per occurrence/aggregate Deductible: We do not disclose our deductibles.It is agreed that we bear sole responsibility for deductibles under our policy. Principar 19 ( ` Classification:Customer Confidential • 55 Professional liability Our Professional Liability policy(also known as an Errors and Omissions policy)provides coverage for our legal liability for damages caused by errors and omissions of our employees in the performance or failure to perform professional services for our clients.Examples include,but are not limited to,clerical and calculation errors,or improper or incomplete settlements or transfers. Insurer. National Union Fire Insurance Company of Pittsburgh,PA Policy Period: November 15,2018-October 1,2020 Limits: $100,000,000 per occurrence/aggregate Deductible: We do not disclose our deductibles.It is agreed that we bear sole responsibility for deductibles under our policy. Cyber Security Insurance We,have a separate Security,Privacy and Multimedia Liability policy which_is.designed to respond to losses by our organization resulting from any actual or alleged breach of duty,negligent act,error,or omission that result in a failure of security attributable to the use of our computer system by an unauthorized person in an unauthorized manner. Insurer. National Union Fire Insurance Company of Pittsburgh,PA Policy Period: November 15,2018-October 1,2020 Limits: $100,000,000 per occurrence/aggregate Deductible: We do not disclose our deductibles.It is agreed that we bear sole responsibility for deductibles under our policy. 3. Identify any"key"or"critical"issues that you believe may be encountered on the Project based on the firm's prior experiences;and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the Project. In our experience,open communication between all parties is essential in avoiding most issues. Common problems with conversions typically have to do with rushed or compressed timeframes and misunderstandings of expectations between parties.We seek to avoid these issues by building the conversion project plan In conjunction with all parties and creating many opportunities for open dialogue through our project management method.The project plan will be updated continually and shared with the client to provide current information on the conversion status.The actual timeframe of a new conversion may vary from the sample provided.Adherence to the due dates included in the transition schedule is also key to a seamless transition. Please refer,to Exhibit D-Sample Project Transition Schedule • • • Principal® 20 Classification:Customer Confidential 56 r SECTION C. WORK PROPOSAL 1. Proposer should refine and/or expand the Scope of Work to reflect their understanding of the project and include a detailed plan tofully execute and providethe services as described inthe scope of work.Any necessary samples of reports,forms,confirmations,interest payments, investment transactions,and call notices should be included.Identify all tasks and sub-tasks required to successfully implement all phases of the project. As exemplified in the previous section,we meet all of the minimum requirements and we understand the Scope of Work and affirm that our organization can execute the deliverables required by this Request for Proposal. In addition,we have included the following exhibits to further demonstrate our ability to provide a trust and custody solution for the City of Palm Springs. Please refer to Exhibit A-Business License Please refer to Exhibit 8-Sample Project Transition•Schedule - Please refer to Exhibit C:Sample Monthly Financial Reporting Package Please refer to Exhibit 0-Sample Advice of Security Transaction Please refer to Exhibit E-Sample Cap Notification Please refer to Exhibit F-Sample Corporate Action Notification • Principal` 21 Classification:Customer Confidential 57 SECTION D: PROJECT SCHEDULE 1. Proposer shall provide a detailed Project Schedule including any training and implementation plan/schedule to include: • Conversion from the City's existing custodian should the city award this contract to your firm as a result of this process. To Learn more about our implementation plan,please refer to Exhibit C-Sample Project Transition Schedule. Training for our internet business portal and online products is provided during the initial stages of conversion and ongoing.Your relationship manager,Leslie Jennings-Chakeen,can arrange for in- depth customized training.We also have a fully staffed customer support desk to help clients with sign on and basic navigation. • Account ID for Web accessto on-line account/reporting systems,or PowerPoint presentation, detailing on-line capabilities. To view a demo of our Internet business portal,copy and paste the following link into your Web browser: 'http://www.wellsfargo.com/ceodemo We recommend viewing the following demos: a Trust Portfolio Reporting service • o Trust Information Delivery service r 2. Report/transaction samples-purchase,sale,delivery,confirmation,expected interest payment, maturity,call notices,and month end.Discuss lines of communication necessary to maintain the project schedule.Discuss the key issues that could impact the schedule and ways to minimize or • ellminatethem. Because we believe the key to a successful client relationship begins with the conversion,we employ a specialized transition team which works closely with the relationship manager throughout the conversion process.A conversion project lead will assist the relationship manger and client through the entire onboarding process and a dedicated transition consultant will be assigned to coordinate all operational aspects of the conversion. We complete a_variety of.types of conversions-each year.All transitions:begin.with a standard conversion plan which is customized based on the client's needs. 3. Discuss your quality control methods to ensure consistent and accurate final results. L, Our transition takes place according to a thoroughly tested conversion process.We work to receive in • assets in a timely manner,to identify income and to properly process.A reconciliation is an integral part of our conversion procedures.We develop a detailed client-specific transition schedule for each conversion. • rid Principals 22 Classification:Customer Confidential 58 SEC I N : LOCAL PREFERENCE 1. Pursuant to the City of Palm Springs Local Preference Ordinance t756,in awarding contraetsfor services,including consultant services,preference to a Local Business shall be given whenever practicable and to the extent consistent with the law and interests of the public.The term "Local Business"is defined as a vendor,contractor,orconsuttantwhohas avalid physical business address located within the Coachella Valley,at least six months prior to bid or proposal opening date,from which the vendor,contractor,or consultant operates or performs business on a day- to-day basis,and holds a valid business license by a jurisdiction located In the Coachella Valley. "Coachella Valley"is defined as the area between the Salton Sea on the south,the San Jacinto and Santa Rosa Mountains on the west,and the Little San Bernardino Mountains on the east and north.For the purposes of this definition,"Coachella Valley"includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs.Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. The consultant will also,to the extent Legally possible,solicit applications for employment and proposals for subcontractors and sub-consultants for work associated With the proposed contract from local residents and firms as opportunities occur and hire qualified Local residents and firms whenever feasible. In order for a business to be eligible to claim the preference,the business MUST requestthg oreferenee in the Solicitation response(see Attachment Aland provide a copy of its current business license(or of those it employs for this project)from a jurisdiction in the Coachella Valley.A non-local business that requests the preference based on employing local residents mustprovide proof of full- time primary residency from a jurisdiction In the Coachella Valley with the proposal.The City reserves the right to determine eligibility. 2. List allteam members with local expertise.Clearly define their role in the overall project. Your dedicated Relationship Manager,Leslie Jennings-Chakeen,is located 2 hours from the City of Palm Springs,in San Diego,California.We also have a relationship management office located in Los Angeles. • • Principal® 23 Classification:Customer Confidential 59 \ 1 , Exhibits and Attachments The following exhibits are included with this proposal. • Exhibit A Business License Exhibit B Sample Project Transition Schedule Exhibit C Sample Monthly Financial Reporting Package Exhibit D Sample Advice of Security Transaction Exhibit E Sample Call Notification Exhibit F Sample Corporate Action Notification The following attachments are Included with this proposal. s W i5j. . �r Sri` rr S�rrrple Ooscx+rafloit : ; f s k � :..._....K....Gv. JY •�w�s'F_.- _lsl��."_'iYYi L'Je' f s-•.[K.y.-'X.N_ _ Attachment A Signature Authorization and Addenda Acknowledgement Attachment B Affidavit of Non-Collusion Attachment C Included in Cost Proposal Attachment I) No Conflict of Interest and Non-Discrimination Form Attachment E Business Disclosure Form Attachment'F Red lined Contract Services Agreement s, Principals 24 Classification:Customer Confidential 60 • • City of Coachella • BUSINESS LICENSE 49201 GRAPEFRUIT BLVD Oi "it r0 EXPIRATION DATE • 2 ..„••• : 12/31/2020 COACHELLA,CA92236 •••.afg. • • • ' 'DATE ISSUED LICENSE NUMBER • LOCATION OF BUSINESS • THIS CERTIFIES that the business or Individual r •. 1/1/2020 B-1001004 • titled below is hereby licensed to do business if ' , • within the City of Coachella,CA. . . , WELLS FARGO BANK NA • • • • 2030 SIAIN ST FL 10#E2231-101 .,„, •11.3„, ?l•IJ . . . ""• P.-, r •".! es• IRVINE,CA 92614 &L.4-710 FINANCE DIRECTOR This license lain be posted in a conspicuous localion,and is not transferable or assignable. •• License becomes delinquent If not renewed before February 1st of expiration year. • • • • • • • • • • • • 61 • • WELLS - 1 Conversion Project Plan City of Palm Springs Asset Conversion Date: 1/1/2021 . . �•��,�,,.gF;-.;;,.4,:MA.,<z;�' 4A ._ : AOI�i11)i.1d011'if _ ." -r i.. blten/aaolyamltd At than Pattylnentdbte. TOW Oata UeAaUtotmoonb a.NetlIonplfteiWu . • Update Mahn m PLewgrmail trrckarg 'Coxenion Ptah: Lead. 9/18p020 ' VeMputas. - • Obtain approvedrlst and cast models. Comenlon Rojan lead 9/22/2020 . 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Y=. l>cargislaalRaWfMn lIRItMW tpr Portylletnflle TootDetr UDdstas/hmnents DFRrdtlahUOtherbio JJPraldr contort bfarmatlon for utdvrdudsrfio we need online mem of O[y of Palm Spnrgs 11/17/2020 - am a If Menthes notong tartans relationship Wlm Sr/di%Fargo Oman sutra caesarolensproaded undser Mosby 1/1/2020 eeddforRPPInee/e/tl tirade Order �nTa�todredrf�atTRpPclrmlpllutM/rep.�p(ovak Trade Order TNs Is adnly srapdrtol euamd pordalo mformntion you inn aerie end save oabm TrutPmsfdl0Reportrg OPRI tmdacrleaebr 1/U2021 eons.Maw;pant or download pre-fahretted . , reverts 63 • t79 l pet. -..._.. ............-._............_214,4pwoo mums"Wo.wJop.O.OnWaaala . -'TLOL/UE'-._-DaallaaWAd uoaJaruo]_.._-..--.-..__.-_-paWO@ate sluau,aJaJS J,Dw puadap nuauugQewanaetgrrs Ewpund - .... -__:._-._.., ',AO,WO 09 slluawwws„I 4 L Jo)Vs W • paeunuwoo a,Y4Fuawa1Fls lsiypue YsavP iugW Bugnpul'SJnTroe. 010p16L/Lr Peal pafo,d uo6JaaYa0 &Warnpooap/dn•dovoa appops t15Jppvat9woeuo aJiw.'WM,twpuawra 0.11118 alalp LulUr.SO3 WAWA IW aryl up M' 11..Kouolw ua op `TO utlits wW poo pop pouppveo swumSMlnopcd glww aAap aOrAL/LL Nal4:4Om wislawO] 3sesonvd wOVWul yn leUUUWPppaJpS aaudnq LTOT Pal^P31Pt 5q PI^syt lick)SMi wgpnrWwl ko.16P • - pooys pup saupapa:88uesaw,d UPpow»pn ozaz/6J'/zr AINoAatpvn wolf,yin apvawwP°1Ne+e45 • yaauoa m tuna pot,so,Mm pal dtuwuJnly sWPWOuut J1e47 uoy50a114.74 wopAKp esnwa9IV3M OLOZh7/zT pealva(ad uonJawa] lUiwallaW02FRANO ssvg1l00 iuerysaBeJeyoJq 1pw+410Nae.UNA uLAWJI uoaPnldpwtp.l jo nasal Pidkl upmu amwpaJa*E)Jsl WWI V9UU IDYwPPW Mil %IQMACPsWFRUIVU i zr we3Jleia'dh IMP ULU - •Iplwedltni4Wd .+IeAlvt tmaaiwe7l ogt+wgy .�.:.;. 4�T-1' �r ry` s..,t �:-:.'•: N.._.-ty, ru.,,�'' ?t�+p .tea s+�� '7Y,�,�'"�•r?���7s .sievF�,t r .e ;' .. -- :y,, �'S...cf �!. �tv'i�:��4�� :.+:Y-'T. AoMap TiuJpai Or Pog6apou ipu>•o•Mgciy JeaApwdn seJtlrAJa.» IILOv4E/t1 APRSAIPpullr1 Can)A2A420 togaw,opiVFW lwaulaou;too p Mon dada.loan,Vera nor, t • • WELLS Trust & Custody Solutions FAUGO •. . . •• • Sample Client Standard Financial Reporting Package , . . . . (Settlement Date) ?" • • • - • !:4 • •• • Wells Fargo Institutional Trust Services Trust&Custody Solutions • --- : •.• • • 1 • • • 65 • WEL Table of Contents Fit t) Features O Asset Summary • Available monthly, O Statement of Assets and Liabilities quarterly or annually 0 Cash Summary • Individual account or consolidated reports available O Statement of Transactions • Settlement date reporting O Pending Trades Schedule 66 • Asset Summary • 0 Asset Summary • • ' attire. ( Cost Value • 111 Market Value • .-C.M.4:0112,17 ▪ • %Total Market !:2/11141.1.1Trr ram.t.aemOt •• •- ASSET SUMMARY • Unrealited Gain/Loss tCA 4:11:11134. kra12.1—• CAW,: Alvna" ITT.ONG•ti Mrs. :21,16T c•roc 11::•31" t!!'n - . • • Estimated Annual '17 rrrawcaln ,p ++ • Income W.LIX he:••WWI .41 L.'W.A.,. • Co:::141 • Curre-- nt Yield 316771,17•,T.111T11. 1.0,1 StE 4 4 1: • • .4.V.211.2t Accrued Income Nat.trumeet 1,444 a• Yi , MO./IA ?MI 02,3.1..JA 111,71,117:44 1477(. va.s...a :la 5 • Available-sorted by • Major Investment Category or by Major "A. Annor Asiet • • Category • . • • • • . ... • . . . • . . . . • • 67 Statement of Assets and Liabilities WELLS FARGO • . " •0 Statement of Assets and Liabilities - FeaArek • • Par Value/Shares II Cost Value/Unit Cost im Market Value/Unit 611A1111Va Of ASSETS NW MUMS Price • %Total Market . .• . • Accrued Income '" • • Sorted by Major/Minor 00 asset category • Bond Ratings indicated STAMM Of ASSETS AND ILIASUUTIES where applicable • 'f: ar. Vai; A:7,a a.= .• - . • Oilier Options 0,3 1 11 11 (depending upon •' 1 package selected): package selected) Cale/Losa •Estimated Annual Income • • and Current Yield *Tam Lotveraton of this report also dtawsOriginal Face Va14e.Date Acquired, • - Regiciratip,Location and • • " ._ •. .• . 68 • • • • Cash Summary • 0 Cash Summary • - . • Features e3 • Reflects both Principal •and Income Cash Mil rammer 0.1081/0l,.SI, r n Summarised and sorted norm MVO wwVnn n®mr weft/m* anion MOM unsnle by Transaction Type CASH 6Ut1MAkY Mwµil ow 1,01•10,4..Pun Ir.w • - • Optional report'version combines principal and a,11:lf income cash to single Pr.110.1t ;:; • column taro •!•:::.os :.to caxnnsmn MEN I.a�x•,1.u: ..o 4Swncm.:j —' • . MAW. • .,... .,�.—�aa+ez- �........�...,�.®.e.�-,......�..m................e....... -m..R..��..m-..,..gym__-.,..n.. 21ND:fitin= 14At0 1.• .1.Ni)) • • • • 69 Statement of Transactions WELLS FARGO • . . : : • 0 Statement of Transactions Features :• Tnindaitlona listed either chronologically by date.or . categorized by transaction 741';=-;irinf . .$ ; type depending on the STAIIIMT TIMEALTICM statement package selected - • Transaction settlement date . _ w Par Value/Shares -•- • . • Transaction Description • . • Principal and Interest Cash • • . columns available "-"" • SLIMIEST Of IIIIMACITONS %1•a Cost Value •:Reallied GainiLoss ••-•• •. •1 . Principal and Income .. • Cash h combined into one • 4• - column in Security Sort !. report version CoSIP number listed Separate Cash Sweep . Transaction Journal available°Reelect packages .• Th •- 70 • Pending Trades Schedule FARG • . . •. . 0 Pending Trades Schedule : -Features • Trade date and • • Settlement date eAtt InmODRi 112.24. te.u-elhaawarr• 2.0/00/2V. PENDING TRADES SCHEDULE • Price,par talue/shares • and,CUSIP 2AR VALVE•PIKAIN CO,R [AM 1.1:70,•Lr Glyn, 110.71.• •- • • • , • F.! Accrued Interest. , - 7.1:2 in 444.. T111•E: 1.1. CM>11111201UO, • Due to/from Broker 1.1 1,21, 3.111, • MimtkEnd Market .2711/11;1114:91, r0f4,1,f amain %rake. rreL:.nhaa1 ., t4:2.Lao •: ISIL11.12. ,141.01- r1.11:1.117 .• Net amount of all pending trades SWANS 01.1.. . purchases and sales ICa. cces 7.1. . • ro,:ca: nEri mai Traiks broken down by . . . ........ ........ TL•TC WAR transaction t3risc • ter temattl-rtrer • • (purchase or sale) . • • • • • 7 1 • DAILY ADVICE OF SECURITY TRANSACTIONS WELLS DATE: 03115120XX FARC:o MRS ALEC O'MALLEY ATTN:MAXINE HAPPY 98723 GOLDEN CIRCLE ANYTOUM1 MN 55555 • • WE EFFECTED THE REPORTED TRANSACTIONS AS YOUR AGENT: Agreement it is agreed between this firm and the customer 1. That this transaction is subject to rules,regulations,requirements and customs of tiie Comptroller of the Currency,the Federal Reserve Board,the Exchange or Market(and its Clearing Agency,if any)where executed and any association whose rules and regulations govern transactions in said market. 2. The time of the execution of this transaction will be furnished upon request. 3.. This confirmation shall be deemed acknowledged by you to be correct unless you notify your account officer,whose name and phone number appear below,within ten days of receipt. 4. Proceeds of a sale transaction will be reported to the Internal Revenue Service,as applicable. • 5. Call or prepayment features may exist for debt instruments that could affect stated yield. For additional information regarding,this transaction;contact your investment manager or broker. 6. The nature and source of compensation,if any,in,connection with a specific transaction will be famished upon request. - Inquiries: MARY BANKER PHONE NUMBER: XXX)CXX-XXXX 72 Page 1 of 2 DAILY ADVICE OF SECURITY TRANSACTIONS wr•;r,l_s FA RC;0 DATE: 3/15120XX (Account Number: X)0000(X Name: O'MALLEY REVOCABLE TRUST Transaction Type: PURCHASE Quantity Security Description CUSIP Number 100,000.0000 PIP PANOLAM INDUST 10.750%10/01/XX 698804AD7 I TRADE DATE I I SETTLEMENT DATE J 11CK ER Dated Date: 09/3OIXX 03/15IXX 03/15/XX N/A First Coupon Date: 041D1/XX Noxt Call Date: 10/01/XX Price:. 106.00000000 Cell Price: 705.3760 Principal: 106.000.00 Maturity Date: 10/01/XX Accrued Interest: 3,623.61 Yield to Maturity: 9.6161 Commissions: 0.00 °•This security la not currently rated SEC Fes: 0.00 by S&P and Moody's."' Other Charges: 0.00 Net Amount: 109,623.81 Location of Securities • 4 DTC Security Type (WF Ref#_ I Broker PRIVATE PLACEMENTS XXXXXXX MIDWEST CLEARING CORP. Account Number. XXXXXXXXXXXX Name: O'MALLEY FAMILY TRUST • Transaction Type: MATURITY Quantity I Security Description CUSIP Number 25,000.0000 FED NATL MTG ASSN 5.000% 3/15/XX 31359MG31 Trade Date Settlement Date ( TICKER .I Dated Date: 031151XX 3115O(X 311500( NM FIRST COUPON DATE: N/A Next Call Date: NIA Price: 100.00000000 Cell Price: N/A Principal: 26,000.00 Maturity Date: 03/16/XX Accrued Interest: 0.00 Yield to Maturity: NIA Commissions: 0.00 SEC Fee: 0.00 Other Charges: 0.00 Net Amount . 26,000.00 Location of Securities 5 FEDERAL RESERVE Security Type I WF Ref# I I Broker GOVERNMENTAGENCTDSCOUNT XX00(XX NM Envelope i of 1 73 • Mandatory Domestic Corporate Action Notice WELLS FARGC) IO Code:835 Action Type:Partial Call Issue:SUMMIT CNTY OH DEV FIN AUTH RE CUSIP:86607CDY2 Redemption Date:05/15/XX Publication Date:04/12/XX Action may be required. A Partial Call has been announced on the following security. Lottery results are based on position held as of the publication date.Redemption proceeds will be credited to accounts on the redemption date.This call Is payable at par unless noted below. Be Advised:Previously sold positions are subject to the random lottery regardless of the . trade date,based on position held as of the publication date.Pending trades may require amendment or repurchase In order to make called bonds available in the account by the redemption date.Corporate Reorg is not responsible for losses incurred as a result of the sale of called bonds. Offer details: Account 'Title :Reg. 'Loc.:Settled ;Called • jXXXXX ACCOUNT '4 ' .7 4 50,000.00 :15,000.00 :NAME This massage and any files transmitted with it are confidential and intended only for the use of the , indivicJuel or entity to whom it/they are addre,sed: its contents do not constitt,te a commitment by Wells Fame other than as provided for in a prior written rgre menc botween..you end Wails Forgo.Rny uneuthorlaed disclosure,use or dissemination,whether in whole or in part.Is prohibited.If you have • received this email In error,please notify the sender;mmedlaca!y. • • • l - 74 • WELLS Voluntary Domestic Corporate Action Notice FARGO • .IO Code:192 Action Type:Tender Offer Issue FORTIS INC CUSIP:349553AL1 Confirmation Date:4/10/20xx Reorg Response Deadline:4/15/20xx Expiration Date:4/17/20xx Action Required:This is a voluntary offer and a response is required. Offer details: "Fortis Inc." This offer is subject to proration. • Fortis Inc.offers to purchase for cash,upon the terms and subject to the conditions • in the Offer to Purchase up to an aggregate principal amount of its 3.055%Notes due 2026 • from the holders. Terms:Holders who validly tender at or prior to the Early Expiration Date of April 17,20xx-will receive the Total Consideration at a rate to be determined for each$1,000 principal amount based on a fixed spread calculation.The Total Consideration includes an Early Tender Premium of$30.00 per$1,000 principal amount. - Holders who validly tender after the Early Expiration Date but at or prior to the Final Expiration- Date of May 1,20xx will receive the Tender Offer Consideration at a rate to be determined for each$1,000 principal amount;equal to the Total Consideration less the$30.00 Early Tender Premium. In addition to the Total Consideration or the Tender Offer Consideration,as applicable,all Holders of Securities purchased pursuant to the Tender Offer will also receive a cash payment - representing the accrued and unpaid Interest on their purchased Securities(the"Accrued Interest")from the last applicable interest payment date for such Securities to,but excluding, the Early_Settiement.Data.or.-the.Final-Settlement Date,as applicable. - Securities may be tendered and purchased only in principal amounts equal to minimum denominations of$2,000 and Integral multiples of$1,000 in excess thereof.Holders who . tender less than all of their Securities must continue to hold Securities In the minimum authorized denomination of$2,000 principal amount. Holders should obtain the Offer to Purchase for Cash dated 04/04/19 for the complete terms and conditions of the Offer.The telephone number for the Information/Tender Agent is: Banks and Brokers Call Collect:212-269-5550,All Others Call Toll-Free: 800-820-2415, Email: fortiscdfkino.conl There is no Guarantee of Delivery(protect)privilege afforded to this offer. 75 • The offer and withdrawal privileges will expire at noon CST on April 17,20xx. Account ;Title Reg. :Lot. 'Eligible XXXX ACCOUNT NAME 4 :4 :85 000.00 : Please make your election below.This response will super-cede any previously received elections. Options: Tender with Early Premium All Notes Tender with.Early Premium Notes and Take No Action on _Notes Take No Action(Including Any New Buys or Receives) • If Withdrawal Rights permitted: Please withdraw Units.This supercedes my previous election. Authorized Signature: Date: Print Name: Phone Number: RE:349553AL1 FORTIS INC Important:Responses received after the Reorg response deadline but prior to the final expiration date will be processed on a"best efforts"basis."Best efforts"means that the Wells Fargo Corporate Reorg Department will take reasonable steps to execute client instructions that have been received within a timely and accurate manner.A verbal confirmation from the investment officer is required to ensure receipt after the Reorg response deadline. This email message and any Files transmitted with it are conrldontiel and•intended only for the use of the individual or entity fto whom it/they ore addressed.:ts contents.do not consttuco a commitment by Wells Forgo other than as providesd for in a prior written agreement between you end Welle l'ergo,Any unauthorized disclosure,use or dissemination,whether in whole Orin part,is prohibited.u,you have received this email in error,olesee notify the se;del•imrnedlately. • • 76 ATTACHMENT"A" 'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL(Electronic File#1p' REQUESTS FOR PROPOSALS(RFP).#16 20 INVESTMENT CUSTODY SERVICES SIGNATURE AUTHORIZATION NAME OF COMPANY(PIWPOSEf ): Weis Fargo bank,NA BUSINESS ADDRESS; 550 South 4th Street Minneapolis,MN 55415 EPHONE:_rs12-316-4167--.. ... :CELL PHONE612-810-6538 FAX 612-667-0514 -- CONTACTPERS©N Karen Scofield EMAIL.ADDRESS Karen.a scoael'diweisfaraomnn A. I hereby certify that I have the authority to submit this Proposal to Vie City of Palm Springs for the above listed Individual or company. H certify that I have the a;.thority€o bind myself/this company in a contract should I be successful in my proposal. Karen A.Scofield-National Sales Director PRINTED NAME AND TEE ` 44Ni .i!- ;'y k 5127120 SIGNATURE AND DATE B. The following information relates to the legal contractor listed above,Whether an individual or a company.Place check marks as appropriate: 1. If successful,the contract language should refer to me/my company as: An individual; A.partnership,Partners'names: ' A company: x. A corporation if a corporation,organized In the state of: South Dakota 2. My tax identification number is: 94-1347393 • Please check below IF your firm qualifies as a Local Business as defined in the RFP: A Local Business(licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this document. ADPUtigek MAIN OitYi.EDCiMCKri Aelnawledgnient of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal.Failure to acknowledge the Addenda issued may result in yaw-proposal being deemed Wort-responsive_ In the space provided below,please acknowledge receipt of each Addenda: Addendurrr(s)# 1 iarare hereby acknowledged. Page 16 of 44 • 77 • • Th ATTACHMENT"B" 'THIS FORM MUST BE COMP€L TED AND SUMMED WITH'MITA.ECM 1C L/WORK PROPOSAL (Electronic Pile#1)* NON-COLLILSIONAMAVIT TO BE IDECITtEDBYBEDDIIIANDNO9'ARUED AND stmrir:TEn WrrfIBm STATE OF CEALIJORNIA)so COUNTY OF RIVERSIDE) • The undersigned,_beirg first du.ysirona,deposes and says that he or site is. • of ,the pasty mak ngt:he foregoing Proposal That the Proposal is not made in the interests of or on the behalf of,any undisclosed person partnership:company,association,or anization.or corporation;that the Proposal is genuine and not- collusive orsham;that the Proposer has not directly or indirectly induced or solicited any other Proposer - to put In a false or sham Proposal,and has not directly or indirectly colluded,conspired,connived,or agreed with any Proposer or anyone else to put'in a sham Proposal.or that anyone shall refrain from Proposing; that the Proposer has not m any manner, directly or indirectly, sough by agreement communication, or conference with anyone to;flit the Proposal price of the Proposer or any other Proposer,or to fir any overhead,profit,or cost element of-the Proposal price,or of that of any other, Proposer,or to secure anyadvantage against the public bodgaward ugthe contract of anyone interested in the proposed contract that all statements contained in the•Proposal are true;and,further,that the Proposer has uot,directly or indirectly,submitted his or her Prop foal price or any breakdown thereof or the contents thereof,or divulged information ordata relative thereof,or paid,and skill notpay,any fee to any corporaticni,partnership,company,association,organization,Proposal depositary,or any other Member or agent thereof to effectuate a collusive or sham Proposal. Karen Scofield Title: National Sales Director• Subs anted and sworn to before me this 27 day of May .2020, • (NOTARIZATION REQUIREMENT IS WAIVED) • • Page 17of-14 • 78 ATTACHMENT"D" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File#1)* CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial,Interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant_warrants that Consultant has not paid or given, andwillnot pay-or give,,any third party any money or other consideration in exchange for obtaining this Agreement. Covenant Aaainst Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race,religion,color,sex,age,marital status,ancestry,national origin(i.e.,place of origin, immigration status, cultural or linguistic characteristics; or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). As an Affirmative Action and Equal Employment Opportunity employer, Wells Fargo is committed to recruiting and hiring all team members fairly, transparently, and on the basis of merit, in order to ensure the most qualified candidate is hired for each position regardless of race, color, gender, national origin, religion, age, sexual orientation, gender identity, gender expression, genetic information, physical or mental disability, pregnancy, marital status, status as a protected veteran, or any other status protected by federal, state or local law. As a condition precedent to City's lawful capacity to enter this Agreement,and in executing this Agreement,Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment,, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship;and further,that Consultant is in full compliance with the provisions of Palm-Springs Municipal Code Section 7.09.040,including without limitation the provision of benefits,relating to non- discrimination in city contracting. NAME OF CONSULTANT/VENDOR: Wells Fargo Bank,N.A. NAME andTITLE.of.Authorized.Representative: (Print) Karen A.Scofield,Vice President Signature and Date of Authorized Representative: - (Sign) �VG�� (Date) 5/27/2020 Page 20 of 44 79 • ATTACHMENT"E" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH'YOUR TECHNICAL/WORK PROPOSAL (Electronic File#1)* CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE • - (iNSTRUCTIONS FOR APPLICANTS) • Who Must File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of.City officials. Examples include corporations,limited liability companies,trusts, eta that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must i File? • The City of Palm Springs Public Integrity Ordinance,advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance,codified in Chapter 2.60 of the municipal code,reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an - ownership interest wOrth two thousand dollars($2,000)or more,who has a material financial " relationship with any elected or'appointed voting City official,or with the City Manager or City Attorney. Noce:A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official(or the City Manager or City Attorney), ,which relationship includes any of the following: (i). the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; -- (3) the owner/investor has given the official gifts worth fifty dollars($50)or more during,the year prior to the filing of the application;or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity,in relation to the application's outcome. When Must I File? ' You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers,directors,members, managers, Page 21 of 44 • trustees,and other fiduciaries serving trusts or other types of organizations(attorneys, accountants, etc.). aga:(1)only trusts or other organizations that are not the fiduciaries,(2)if a second entity that is not a natural • person serves the applicant entity(e.g.,as a member of an applicant LLC),then all officers,directors,members, managers,trustees,.etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars($2,000) or more who have a material financial relationship with an elected or appointed City official who-will vote on the applicant's application,or with the City Manager or City Attorney. - What if I Have Questions? PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. • • There ate some additional supplementaryinstructions with an example-folio wing the form ahouldyouneed furtherclariflcation: • • Page 22 of 44 1" ; ' o PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity V Wells Fargo Bank,N.A. - 2. Address of Entity(Principle Place of Business) 601 Market Street San Francisco,CA 94105 3. Local or California Address(if different than#2) 601 Market Street San Francisco,CA 94105 4. State where Entity is Registered with Secretary of State California If other than California,is the Entity also registered in California?❑Yes Q No 5. Type of Entity ®Corporation❑Limited Liability Company 0 Partnership❑Trust❑X-Other(please specify) Publically Traded Company -information for Sections 6&7 not applicable 6. Officers,Directors,Members,Managers,Trustees,Other Fiduciaries(please specify) Note:if any response is note natural person,please identify allofficers,directors, members,managers and other fiduciaries for the member,manager,trust or other entity fl Officer❑Director❑Member 0 - Manager [name] ❑General Partner Limited Partner - ❑Other ❑Officer❑Director❑Member❑ Manage [name] 0 General Partner Limited Partner ❑Other ❑Officer❑Director 0 Member ❑ Manager [name] ❑General Partner Limited Partner ❑Other V ' Page 23 of44 • • 7.Owners/Investors with a 5%beneficial.interest in the Applicant Entity or a.related entity - EXAMPLE ✓ANE DOE 50%,ABC COMPANY,Inc. [name of owner/investor] . [percentage of beneficial interest in entity and name of entity] A. [name of ...... [percentage of beneficial interest in entity and name of entity] 8. - [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. • [name of owner/investor], [percentage of beneficial interest in entity and name of entity] - D. [name of owner/investor] [percentage of beneficial interest in. • entity and name of entity] E. [name of owner/Investor] [percentage of beneficial interest in _entity and name of entity] --------- --I-DECLARE-UNDER-PENALTY.OF-PERJURY UNDER THE LAWS OF THE-STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party,Printed Name,Title Date 41VAASeCO;&O 1/21/2021 Karen A.Scofield,Vice President • • Page 24 of 44 • City of Palm Springs, CA. Business Disclosure Supplementary Instructions In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information,and the format the information should be provided. if you,as the applicant,are a business entity(i.e.a corporation or limited liability company),and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities,if any,..._... Ultimately, the City's disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5%of the business entities(and any other business entities comprising your business entity). As an example,Applicant is:Acme Brothers, Inc.,a California corporation,whose officers are: • John Doe,Jill Doe,and Jay Doe,which is owned 50%by Acme Brothers,LLC,a California.limited liability company, and John Doe(25%interest)and Jill Doe(25%interest):Acme Brothers, LLC, is managed by Acme Brothers 2, Inc.,a California corporation,whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company,which is managed by George Doe,with George Doe and Jane Doe having 50% interest each. The full business entity disclosure in this example would resemble the following: 1.Acme Brothers, inc.,a California corporation a.Officers:John Doe,Jill Doe,and Jay Doe b. Ownership: i.50%Acme Brothers, LLC,a California limited liability company ii. 25%John Doe iii.25%Jill Doe V 2.Acme Brothers,LLC,a California limited liability company a.Managers:Acme Brothers 2, Inc.,a California corporation b.Ownership: 100%Acme Brothers 2, Inc.,a California corporation 3:Acme Brothers 2�Inc., a California corporation a. Officers:George Doe, Bill Doe,and Jane Doe b.Ownership: 100%Acme Brothers 2, LLC,a California limited liability company 4.Acme Brothers 2,LLC,a California limited liability company a.Managers:George Doe V b. Ownership: _ i.50% Page 25 of 44 • • • ATTACHMENT"C" THIS FORM MUST BE COMPLETED AND SUBMITTED IN A RFPFDAemt Ysca rn Ft FCTRONIC Fit P i'"Cost Proposal", ((fig with Electronic File 411,TechnlealWork proposer) REQUEST FOR PROPOSAL(RFP#1640) INVESTMENT CUSTODY SERVICES COST PROPOSAL Respond'atg to Request for Proposal No.16-20 INVESTMENT CUSTODY SERVICES,WYE agree to provide ell work end services necessary to deliver Investment Custody Services as defined in the Scope ct Work herein. !ME will accept as payment the following RatesiFees for providing all -supervision,end services to complete the Investment Custody Services which should be outlined below arid as defined in the Scope of Work herein. , NAME OF,FIRM SUBMITTING THIS COST PROPOSAL: Wells Fargo Bank,NA. Eat.Market Service Description Value 6 Rate a Estimated Extended Annual Annual Cost - Quantities . —Mattel Value: Maintenance 100,000,000.00 X $.001 bps = $ 10,000 • MUM ouatorly) Transaction Fee: • Depository Trades 12 X $ 0 m g 0 Cash Transfer Fee: Wire or 50 X $ o = $ 0 Bodt TralsferS Monthly Access Fee 12 X $ 0 = $ 0 • Estimated Annual Coat: $ 10,000 "$100,000,120o.00 market value will fluctuate slightly per quarter. TOTAL ANNUAL AMOUNT' 3 10,000 (PRICE IN FIGURES) One basis point of total market value with a tan thousand dollar annual minimum fee /PRICE.IN-WORDS).. . . - Page 16 of old 85 f • • • • • Description Fee X Initial Set Uy Fee 0 X $ TotalO Omer Applicable Fees: 0 X =$ 0 X =a, x =s "Mruket Value:Maintenance ----Rate Above ----- - ------------ t• 100,000,000.00 $ 0 "In eddidm to the fees listed above,a detailed fee schedule should be provided with your cost proposal.outlining your proposed fees for any activity charges the City may incur. • pRICING FOR INITIAL 3 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS- For,the Initial three(3)years d the Agreement term.fees quoted are fixed.For optional years 4and 5,Ocntractor may request a price adjustment not toexceed the Bureau of Labor Statistic's Consumer Price Index(CPI)far the Riverside-San 8anerdino-Onterto area for the prior 12 month period Effective on the erniversary date. Optional renewal years d and 5,and any associated CPI Increase, • are at the mutual consent of the City and Me Contractor. JaOTE:This mum MUST be manually timid, Certified by: Nklis Fargo Bank.NA • Firm Name wiocksislii l I Siignalu e of/wthcnzedParson Karen A.Scofield Printed Name National Sales Director 527/20 Date • Page.19 cr44 - • • • 86 L8 1 0o0'Os$ esA wnwpw j Iwluuvj 000'OSS saes unuuyMWl .. . .•.`OS_ - ---- -"-..- ... ... pejuopoa9uwllewlj 0$ 00.0$ 0 (uoYMaeLIDI S uawesingei0 Lim imp 0S 00'0$ 01 (ounogu0 seJIM O$ 00'02 SL (P000q)n0)e6J!M •0$ 000$ 0 (+0Ju10010,PP3OH/Ileg/lnp)goaeY lepieAYd O$ 00OS 0 e 0eAll90/eAle09HAPS/AIM)swsev Pl3H/19s010 OS 00'OS 0 BUOQO 1U9J j puog ogotloQ 0$ 00'0$ 0 e)esoli leOluAyd•B1U94MABd)eele)uj w ludtouud 0$ 00'0$ 0 sleesy pelood-uory•swewded)seJO)ul 1$leduwJd 0$ 00'0$ 0 slesell soloed-s1u9UMed)selatul Jg lod!ou!Jd 0$ 00"O$ 0 Buou000uall anOSAl)a0 O$ CVOs 0 0)uew80100 DUn)AJulBudoJd-uoN O$ 00'0$ dT a)uawan)oSAJouadde0 0000uioO I0)01 u000B UOJJ Jad Bu0,10119U an I 0$ BuDJ$uplodE%V 20411 neooy Fotoj. OS 00'0$ T ` �'' BUU OdeH$$000nO3$ 10101 lunuuuY JBd BIUn000Y (eoIJW e)uoJ)ool3 loyewwo0) O$ sae j BlliyoduH eurl-uo Doee-11eA10BO Mal O$ pepnpu! I (OIt1 awn uol)awJJoiullsnu) 0$ $10013ul I )Hd1)$UNodaH olp)Uod1BBJ1 Ie)OJ QJUOuOneleH lad 1081)Di)e)l) 1 O$ paaee 610p1OH-Be0 j tionuna!u)W py troll 0$ 00'0$ 0 glassy IBOI9AUd OS 00'OS 0 alewlPIOH 40;010 O$ 000$ 0 (i0.1/id/AN)XeldWOI•%oast/pleH apleulO 0S 00.0S 0 (g))PJeeue)$•tl000y p101!ep!MOO ---- ------ ---- I 000'O1S paaag l900y cosi uel)egalWwpp Iwe1I - 000'0S$ 000'S 000.000.00i 0)eeey Dap mwoue0 JOpon•9•(1 pe$auup IBFl s le.od BBeg amen imvetfi 1Y101 3018d.11NN 3NU)l0A BHU!Jds wled 1,24t0 :owoN)Oedeold ceoeiz/9 n)SO elowps3 31YWLLS333d A001SfD ONYJS111:11 O J?31J;1 1SMU.LLi(GI13a1I311 IVN011111L.SNI F;'TT.7nA. INSTITUTIONAL RETIREMENT&TRUST F ARcJ U TRUST AND CUSTODY FEE ESTIMATE Eatimete Data: e/2/2020 Precpect Name: City of Pa Im Springs DOI= Thar tee in guaranteed tor three years horn the elloebee date of the tee Agreement In addition to the assumptions outlined above,fees stated assume the provision of our ate ndard Suite of services wither each description Response to to the Iil0posal mcludo additional prolUcta.notelets and nlntedelS which have not been pried above but which will be priced if chosen to be included;fees we change if services chosen deter Trcm Moue Shown ab000.Addilonal services may become avauaDlo or be requested dumng the term et the contract. My roes or expenses associated with those adlleeal soMcee will be provided m writing contestant with prevelhngretos ..-. and ogreadto.oaronotheaerrkn is added to the account ......... .. - _ Feosoosecteted with Investments and Ineiotment products and plograme may change hem time 10 time ea may aspenMee ' end cash now!auoclatad with the account such as postage rates and revenue sharing ellocatrons.Expenses(such as postage)will be passed through Depending oe Ira mmmVi hi which Uto puthrar Oneida to configure the seances and lea arrangement Wens Forgo end ice affiliates mny receive other(teas or income not identfiedgbove anaoclafed with product*and eeivtcCo end IOye0tmeirta Selected tof me account pont ame to time.�InelUding but net limited to revenue glaring,float and invuetment heated conlpendeuon.an such items If applicable to the account shell be disclosed in connection with me product Service or investment and reflected in the service agreements entered by the parties Priemg quoted in(his proposal is guaranteed ter pus menthe,atter which time Wells Fargo reserves the fight to reevaluate the mine]pricing and expenses quoted.increases or dealcasaa In participant uccounta ono/or onsets levels may reach In revised lancing My change would be mutuallyagraed upon by the parties FOG quota end ceivieo Mffeilo are subject W a due diligence review of documents and operational prnoeesss required M fees are subject to binding Fogel agreements entered Into by both games etthc beta of swims and to the extent ultra ere cenniets BeM'nen those quoted fees end me fees in the binding legal agreements,the legal agreernenta.wit Control Except es naiad,agreed to tees are guaranteed for three years from date of agreement. The figures above are intenood es a'gold tam Assentors'.The•Total•column above Is en ostnitete nested at by applying °WULPriboa'to projections Wendel/die number of accounts mid transactions.This esrvica Wra1ace t woe determined • .tram Information yielded end/or danced Item the Proseeet/Consoltent pn oing request Total tees will vary based on actual volumes The'Unit Prices'quoted above are valid for 120 days following the'Estimate Date' If there arc arty material changes to Na propoaedatrutfuie.Besot bane or volimlco.or should the Prospect tall to hamlet any assets ctheduled for receipt by Wens'Fargo within o0 days of me afflictive date tithe Fee Agreement Wells Forge reserves ate fight to redetme tees and/or service Conditions. ' Thera lc no charge for the collection of interact income and dividends•although there Inc charge for principal paydowno. 0omasue dapoelto ysetUcmords IDTC end FED}bit:ludo all buys.sells.coils.niotert6ea end floe lucbivc/deliver for easels. inckrtIng Etre and ADRs.These settlement clarges arealso assessed in converting and dcoonverbngemiettona. Tine fee entente deal not contemplate eriyeeparately managed global enteta,for which amp/irate tee schedule would be in effect thot would Include assetbeeed administration end aamanlont transactions byeouetry There id no aut•of.ocket Investment management clump(Or the WFAmoney Media sweep vehicles Ths ecpanen ratio. ad Indicated by the fund prospectus re net hest the groat Inveobrtent Senermance A'prospectlis is available upon . request _ - --'- --Invo$ee5via be gdnejntadin$ie month Io11o4Nng each calentlar quartw and the foes wiR fee charged to rho m:enunt This fee Estimate Is confidential end intended only for the sole use of the Proapoct named above. • • 88 EXHIBIT"D" • SCHEDULE OF COMPENSATION COST PROPOSAL Est. Market Service Description Value& Rate Estimated Extended Annual Annual Cost Quantities **Market Value: Maintenance 100,000,000.00 X $ .001 bps = $ 10,000.00 (Billed Quarterly) Transaction Fee: 12 X- -$ 0.00 $ 0.00 Depository Trades Cash Transfer Fee: Wire or 50 X $ 0.00 _ $ 0.00 Book Transfers Monthly Access Fee 12 X $ 0.00 = $ 0.00 Estimated Annual Cost: $ 10,000.00 *"$100,000,000.00 market value_will fluctuate slightly per quarter. TOTAL ANNUAL AMOUNT: $ 10.000.00 (PRICE IN FIGURES) One basis point of total market value with a ten thousand dollar annual minimum fee (PRICE IN WORDS) 89 Description Fee X Qty Total Initial Set Up Fee 0 X = $ 0.00 Other Applicable Fees: 0 X =$ 0.00 X = $ X . =$ **Market Value: Maintenance Rate Above. 0.00 100,000,000.00 "*In addition to the fees listed above, a detailed fee schedule should be provided with your cost proposal outlining your proposed fees for any activity charges the City may incur. PRICING FOR INITIAL 3 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial three(3) years of the Agreement term,fees quoted are fixed. For optional years 4and 5,Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside-San Bernardino-Ontario ,area for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor. 90 • EXHIBIT"E" SCHEDULE OF PERFORMANCE 1. Daily notification on receivable interest earnings, purchases, calls and maturities must be sent to the City Treasurer or designee. Interest and call/maturity receipts,should be transferred same day to the City's general account. • 2. The custodial agent must provide the City by the 5th of each month with a complete inventory of all securities held in safekeeping as of the last day of the previous month, whether in book-entry or physically delivered form, showing for each security its CUSIP number, issuer name, couponhnterest rate, settlement and maturity dates, type of security, S&P rating, par value, book value, and full market value. In addition,the custodial agent must provide confirmation of each trade of a_safekeeping-item-by-the following business day. On-line-availability of these reports is'preferred: Monthly, by the 5th working day, provide a PDF or Microsoft Excel compatible (downloadable)file containing the market value of portfolio holdings. (Provide a sample report in with the work proposal criteria). 3. The Custodian must settle purchases, sales and other transactions upon receipt of instructions from an authorized person. 4. The City's Custodian must report clearing and safekeeping activity on a daily basis and summarize all activity and holdings on a monthly basis. 5. The Custodian will collect and receive interest income and maturity and sales proceeds on behalf of the City and wire transfer funds on a same.day basis. Any interest payments or maturing investments will be transferred automatically to the City's general bank account. Daily, net security purchases, maturities, and interest earnings; remit(e.g.wire, ACH) cash balance to the City. 6. The Custodian will provide satisfactory customer service on a day-to-day basis. 91