HomeMy WebLinkAbout1H OCRCITY COUNCIL STAFF REPORT
DATE: January 28, 2021 CONSENT CALENDAR
SUBJECT: APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH, WELLS
FARGO BANK FOR INVESTMENT CUSTODY MANAGEMENT SERVICES
FROM:
BY:
David H. Ready, City Manager
Department of Finance and Treasury
SUMMARY
Staff is recommending the City Council enter into a three year service agreement with to Wells
Fargo Bank, N.A. to provide Investment Custody Management professional services.
RECOMMENDATION:
1. Approve Professional Services Agreement for Investment Custody Management
Services, for a maximum contract amount of $30,000 or $10,000 per year, for the initial
(3) year term, with two (2) one (1) year optional renewals at the City's discretion.
2. Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
Since 2015, The City's investment management services have been performed by MUFG Union
Bank, N .A.
On April 30, 2020, the Finance Department prepared a Request for Proposal (RFP 16-20) that
was posted to the City's website, and advertised in the Desert Sun, and sent to 6 prospective
firms through the Procurement & Contracting Department.
The City received proposals from the following three firms, identified below:
UMB Kansas Citv, MO
US Bank Minneapolis, MN
Wells Fargo Minneapolis, MN
An Evaluation Committee consisting of the Audit Revenue Supervisor, and two Finance
Accountants to independently reviewed the proposals and evaluate them based on the criteria
established in the RFP. After reviewing and scoring the written proposals, the evaluation
committee conducted on-line interviews with the two highest scoring firms. Following the
ITEM NO._.' .. ~----
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City Council Staff Report
January 28, 2021 -Page 2
Wells Fargo Bank, N.A.
interviews the committee unanimously recommended the selection of the Wells Fargo Bank, N.A.
was the most qualified professional firm to provide the requested services for the Project.
Wells Fargo Bank, N.A. has been providing investment custody management services for over 80
years with 367 public sector clients and 39 public fund clients in the State of California. They are
a South Dakota based investment custody management services, a South Dakota Corporation.
Wells Fargo Bank N.A. has assisted public agencies in committing to and investing in the trust
and custody business, in providing high quality personalized client services with continued
innovation meeting their objectives for their clients.
BUSINESS PRINCIPAL DISCLOSURE:
Wells Fargo Bank, N.A., is a South Dakota Corporation and a publically traded national financial
institution.
ENVIRONMENTAL IMPACT:
The requested City Council action is not a "Project" as defined by the California Environmental
Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which
has a potential for resulting in either a direct physical change in the environment, or a reasonably
foreseeable indirect physical change in the environment. According to Section 15378+(b), a Project
does not include: (5) Organizational or administrative activities of governments that will not result
in direct or indirect physical changes in the environment.
FISCAL IMPACT:
3. Staff recommends the City Council award this three year contract service agreement to
Wells Fargo Bank, N.A. Inc. a South Dakota Corporation, for an maximum contract
amount of $30,000 or $10,000 per year, for the initial (3) year term, with two (2) one (1)
year optional renewals at the City's discretion.
Funds are budgeted in the appropriate Finance Department accounts for FY2020-2021 for these
services, and will be allocated accordingly in future years of the agreement.
-~ :::,~ . .
~-vi_d_H_. R~~,
City Manager
NancyPaiey
Director of Finance/City Treasurer
Attachments:
1) Agreement
2) Conflict of Interest and Non-Discrimination Form
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PROFESSIONAL SERVICES AGREEMENT
INVESTMENT CUSTODY SERVICES
TIIlS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on
_____ _, 20_, 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
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
I. SERVICES OF CONSULT ANT
I. I Scope of Services. In compliance with all terms 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: (I) 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 followin g order of priority: (1st) the
provisions of the Scope of Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit
"B"); (3 rd) the terms of this Agreement; and, (41h ) the provisions of the Consultant's Proposal (Exhibit "C").
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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 ofup 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. rt 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
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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 ( I 0) 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 Counci I 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 not be obligated to grant such an extension.
3.3 Force Majeure. 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 ( JO) 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 ti me for performing the Services for the period of the enforced delay when and ifin 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
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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 under this section, 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-Consultant(s) 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
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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 in its business or otherwise a
joint venturer or a member of any joint enterprise with Consultant.
B. Consultant 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 perfonnance 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 1.8
in this Agreement, of any nature relating to salary, truces, 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 ofloss 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 fonn professional liability (errors and omissions)
insurance coverage in an amount ofnot 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.
(l) 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.
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(2) In the event the policy of insurance is written on an "occurrence" basis, the policy shat I
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 ofat least one million dollars ($1,000,000.00) 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 ofone million dollars ($1,000,000.00) bodily injury and
property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars.
E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect
throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with
a policy limit of at least one million dollars ($ I ,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 insuranc e policies
required of Consultant under this Agreement:
5.3.1 For any claims 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
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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.
S.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.
S.3.S 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.
S.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.
S.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 all-inclusive.
S.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 ofB++, Class VII, or better, unless such requirements are waived in writing by the
City Manager or his designee due to unique circumstances.
S.S Verification of Coverage. Consultant shall furnish City with certificates of insurance. The
certificates are to be signed by a person authorized by that insurer 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.
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Verification of Insurance coverage may be provided by: (I) 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:
I. "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 '1or any and all work performed
with the City" may be included in this statement).
2. "This insurance is primary 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 hannless 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 tennination 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.
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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
perfonned 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
Consultant becomes 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 ofits 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 infonnation 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 shall 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 Ag reement. 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) ye ars
from the date of final payment by City hereunder. Notwithstanding anything to the contrary contained in th is 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 a ny dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in
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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 ofremoval are otherwise present.
8.4 Interpretation. Ilus Agreement shA!I be constru-5.d !S a whole according 10 its frur language and common
meaning to achieve the objectiv~s and purpos-5.s 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.S 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 ( I 0) 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. If Consultant fails to cure its default, Consultant shall
be liable for all reasonable costs incurred by City as a stated in 8.38 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 ofa waiver is sought. Any waiver
by the Parties of any default or breach of any covenant, condition, or term contained in 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 Rights 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 ofone 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.
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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 ofany
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 ofrace, 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 tennination; 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 perfonnance of this Agreement, infringes upon any presently existing U .S . letters patent or copyright
and Consultant shall pay all 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, infonnation 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
11
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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 ~ 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 Consultant:
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
Wells Fargo Bank, N.A.
550 South 4lh Street
Minneapolis, MN 55415
Attn: Karen Scofield
Telephone: ( 612) 316-4167
Facsimile: (612)667-0514
10.J 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.S 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 prohibitio n or invalidity, without invalidating the reminder of that
provision, or the remaining provisions of this Agreement unless the inva lid 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,
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14
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 Agreement 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 autho rized and existing, (ii) he or she is duly authorized to execute
and deliver this Agreement on behalfo f the Party for which he or she is signing, (iii) by so executing this
Agreement, the Party fo r which he or she is signing is formally bo und to the provisions of this Agreement,
and (iv) the entering into this Agreement does not vi o late any provisio n of any other Agreement to which the
Party for which he o r she is signing is bound.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
Date: ___________ _
APPROVED AS TO FORM:
By: ________ _
Jeffrey S. Ballinger,
City Attorney
APPROVED BY CITY COUNCIL:
Dale:. ____ Agreement No. __
"CITY"
City of Palm Springs
By: __________ _
ATTEST
David H. Ready, PhD
City Manager
By: __________ _
Anthony Mejia,
City Clerk
Corporations require two notarized signatures. One signature .!illru be from Chairman of Board, President, or any Vice President. The
second signature~ be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CONSULTANT NAME:
Check one_lndiv1dual_Partnersh1p_Corpora11on
Address
By _______________ _ By ________________ _
Signature (Notarized) Signature (Notarized)
l4
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ATTACHMENT "A"
lt"fHIS 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 J2i.m1 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 js cegujced 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) # ______ ls/are hereby acknowledged.
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ATTACHMENT "B"
"'THIS FORM MUST BE COMPLETED AND SUBMITIED WITH YOUR TECHNICAL/WORK PROPOSAL
(Electronic File #1)*
NON-COLLUSION AFFIDAVITTO BE EXECUTED BY BIDDER.AND NOTARIZED
AND SUBMITI'ED 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.
Title;
Subscribed and sworn to before me this day of . 2020.
(NOTARIZATION REQUIREMENT IS WAIVED)
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ATTACHMENT "C"
'THIS FORM MUST BE COMPLE1ED AND SU-lTIED IN,. §l;P§B6JELY 1§8 FQ
§b§CTRONIC Bb§ IR "Coat Propoaal",
(IQJ;wlth Electronlc Flle#1, TechnlcllUWortc Prapoeal")
REQUEST FOR PROP08M. (RFP #1WO)
INVESTMENT CUSTOOY SERVICES
CoeT PROPOSAL
Relponcing to R8CJ,lest fa' Propollll No. 16-20 INVESTMENT CUSTODY SERVICES, I.WE ac,M
1o pr<Mde ell wOl1t end 89Vlces n-v to dl!Oller Investment CUSlody Servl08S es dellned In the
&loped WOik hnln. WVE v.111 IICC8l)t es payrnEl"lt the fcllcwlng R~-for pn:Nlcing 1111
supeMacin, Sid seM0e1 to 001r4>lete the biveament CUttody Ser.1ces which should be outtlned
belGW end as dellned In 1he SCOpe cfWOrk herein.
NAME OF FIRM 8UBMIT11NG TNS COST PROPOSAL: Wells Fargo 8ml, NA
Eet. MelUI
Sen/Ice DNcrlptlon Value& Rm • Anrutl
QuentltlN
-wimlletvmue:
Meln111nence 100,000,000.00 X I .001 bps . • """""°""" .... !rw,sadlcr, Fee:
Tnides 12 X • 0 • •
Ce&h Trenlll'er Fee:
Wrecr 60 X • 0 . • 8ook Trsisfcn
-mm~~FOII 12 A • u • •
Elllmetad Amial eo.t: •
-$100.000,000.00 mlllca \llllue-.-lll luclulff tllghtly pa-qu.,_,
J9TAl MNLW MQIJNI·
10,000
(PRICE IN FIGURES)
Ednet.d Extended
AnrutlCoet
10,000
0
0
0
10,000
One baas point ct total market value wt1h a tan thousand dcilar annulll mlnlm1n1 fae
(PMCE IA w<Mbij
34
19
n .... UlV ,onu
l(UD-~ .JD 1-88 0 . u
c:mer AlllJUcmi,e F-: 0 = 0 .
= --n-·-ue: ....... 1enenoe RateAbcwe $ 0 100 000 000.00
-in lldclllcn to lhe fem llllllld llbCMI, a dlltalled fea schedule shClUld be prcMded with yo..ir cast
prgpoal 0U1llnlng -your proposed fees for my ectvfty cturges Iha City may lna.ir.
PAIQNQ EQB INJDN 3YfM JfBH MP C" NNYEMElfII f PB PPDQN& RiNEWAbl·
For lhe nllll 1hl'N (3) yflllR d lie~ 1111rm. fees q.iated are ftxed. For optlc:nal years 41111d
5, Ccn1racll)rmayrequest a p,1oe lllfUstment not to exceed 1heBln&I d Labcrstaa&IIC'sccnaim.-
Prtce Index (CPI) for 11• Riverside-Sen Bemll'dlnoOntarto aree fer Iha p,1cr 12 monl1 period
effecllve en the ennlvtnay da18. Opllc:nll renewal yeers 4 .,d 6, end my associated CPI lncnae,
ere at the l'IIWIII Ca1sent d lhe City and 1he Cc:nlnlcta'.
NQU· JNp RIM NYII bp mernel1Y elqrpt
Cer1lfled by: lllllllls Fargo Benk, NA
FlnnName ~
PiiifedNeme
Na11onal Sal• Director
e
/5fZTfZO
85
20
• IN8fflVl10NAL REIIREIIEXT 6 'IRUSI'
TRUSI' AND CU8TOO'f FEE ESIIMATE
ltallmlll.eoeta: ll/2/20'10
P ......... Nome: City at Polm Sprinp
M•na&ed us. Doaar Denorrunat.d Auata
!TotolAdmlnlotnllon -•MHI Bo-
Oulaldo Hold AaHla. Slllndord (Cf)
Oulaldo Hold -• COmp1u (HF /PF/FOF)
CIONtt Hold AaNta
Pllyll..,1-
Trull Pontolio ~naCTPRJ
Trull lntoimetion Del.,.,,.(TID)
ITIICIII CB> W.MIIMCI 011-Uno Roponln1 ,_
. (COl1UMl'Olol El-lo Offlc.)
Accounllna & Roporuna
Domootlc DopooitOry Sltllomonu
Non-Prapnetary rund settlement&
Dllnw11ttve Tranucbona
Prlnclpel & 1111Gl8't Poymonla • Pooled -
P11nc,pe1 & In-Po)IMOOtll • Non-I'--
1'11ncape1 & 1n1etoot Po)IMOOla. P._, -
Clli.>'-Bond Tto""«lon*
CIOMfy Held ,.._ (Buy/StlVRecolvf/OOl,.o,)
PllytlCII -(BuJ/SelVReceN"'Oot,..r)
WlrN (Outbound)
Wlrea (Inbound)
OlllorCUh Ollbu,-,,onla (Cl>ecl\lACH)
iTotolTfln-F-
1Annu11 Minimum FN
YOWlolE
M•rkl'tVIIW
100.000.000
Ho1dl0j
0
0
0
0
RolltionllllP
1
1
Accounta
1
Tranaadlona
12
0
0
0
0
0
0
0
0
26
26
0
86
UNIT PRICI, TOTAL
BI ... Polnte TU.I
1 .000 $10,000
uo.ooo I
Per ttotdlnl Total
$0.00 so
$0.00 so
$0.00 $0
$0.00 $0
io I
I'« Re11aon,n1e Total
Included $0
Included $0
$0 I
PerAcoount Total
$0.00 $0
so I
P« ln11nuctJon Total
$0.00 $0
$0.00 $0
$0.00 $0
$0.00 $0
$0.00 $0
$0.00 $0
$0.00 $0
$0.00 10
$0.00 10
$0.00 $0
SO.OD 10
SOOD $0
so I
110.000 i
,10.000 I
21
EXHIBIT "D"
SCHEDULE OF COMPENSATION
COST PROPOSAL
Est. Market
Service Description Value &
Annual Rate =
Quantities
**Market Value:
Maintenance 100,000,000.00 X $ .001 bps =
(Billed Quarterly)
Transaction Fee: 12 X $ 0.00 = Depositorv Trades
Cash Transfer Fee:
Wire or 50 X $ 0.00 =
Book Transfers
Monthly Access Fee 12 X $ 0.00 =
Estimated Annual Cost:
**$100,000,000.00 market va lue w ill fluctuate slightly per quarter.
TOTAL ANNUAL AMOUNT:
s 10.000,00
(PRICE IN FIGURES)
$
$
$
$
$
Estimated Extended
Annual Cost
10,000.00
0.00
0.00
0.00
10,000.00
One basis point of total market value with a ten thousand dollar annual minimum fee
(PRICE IN WORDS)
88
22
ATTACHMENT 11D11
•nus FORM MUST BE COMPLBTBD AND SUBMITl'BD WITH YOUR T!CHNICAL/WORKPR.OPOSAL
(Blectronlc Ftle #1)•
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION
CERTIFICATION
CgpfHct 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 th is Agreement.
Cgyanant Aqalgt Plac;rlmlnatlgn. 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 disabtlity, 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 dlsablllty, 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 CONSULTANTNENDOR: ..:W_._e~ll:.-.§.:..F,=arg,..,.._o-=B=an=k:u., .:.;;N .... A;l,I,,. --------
NAME and TITLE of Authorized Representative:
(Print) Karen A. Scofield, Vice President
Signature and DateiAuthorized Representative: . id
(Sign) ~e, (Date) 5/27/2020
Page20of44
23
1.
2.
3.
4.
5.
Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Wells Fargo Bank, N.A.
Address of Entity (Principia Place of Business)
801 Market Street
San Francisco, OA 94105
Local or Callfomla Address (If different than #2)
801 Market Street
San Francisco, CA 94105
State where Entity Is Registered with Secretary of State
Callfomla
ff other than California, is the Entity also registered in Cslifomla? n Yes n No
Type of Entity
~ Corporation D Limited Uablllty Company D Partnership D Trust D X -Other (please
specify) Publlg1ll!il Trai;t1d ~gmr;mnx -lnformldls:HJ fgc SaGllQDI fl 6 Z DQI IPRllgbl1
e. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify)
Note: If any n,sponss Is not a natural psrson, please ldsntlfy all offfcers, directors,
members, managers and otherflduclarlss for the memlHN; manager, trust orothsr
entity
D Officer D Director• Member D
Manager (name]
D General Partner D Limited Partner
•other
D Officer D Director D Member D
Manage (name)
D General Partner D Limited Partner
•Other
D Officer• Director D Member D
Manager [name] D General Partner D Limited Partner
•Other
Page23of44
24
7. Owners/Investors with a 5% beneficial Interest In the Applicant Entity or a related
entltv
EXAMPLE
JANEOOE 50'¼, ABC COMPANY, Inc.
[name of owner/Investor] [percentage of beneficial Interest In
entity and name of entltvl
A.
[name of ownarllnvestor] [percentage of beneficial Interest In
entltv and name of entltvl
B.
[name of owner/Investor) [percentage of beneficial Interest In
entitv and name of entltvl
C.
[name of owner/Investor] [percentage of beneflclal Interest In
entltv and name of entltvl
D.
[name of owner/Investor] (percentage of beneficial Interest In
antltv and name of entltvl
E.
[name of ownernnvestor] (percentage of beneficial Interest In
entltv and name of entltvl
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE
OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature d Disclosing Party, Printed Name, Title Date
YAL A!{~,' I ~"l)-vC 1/21/2021
Karen A. Scofield , Vtce President
Page14of44
25