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Home My WebLink AboutA6881 - UNION BANK - INVESTMENT CUSTODY SERVICES N 881 PROFESSIONAL SERVICES AGREEMENT INVESTMENT CUSTODY SERVICES THIS PR FESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on 10 , 201 , between the CITY OF PALM SPRINGS, a California charter city and mu ipal corporation, ("City') and MUFG Union Bank, N.A., a National Banking Association ("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 City's investment custodian management services project ("Project"). B. Consultant has submitted to City a proposal to provide Investment Custody Services 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 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 and warrants 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; (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 1 inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (15)the provisions of the Scope of Services (Exhibit "A"); (2"d) the provisions of the City's Request for Proposal (Exhibit "B"); (3`d) the terms of this Agreement; and, (4`") the provisions of the Consultant's Proposal (Exhibit "C"). 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 and warrants 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. Consultant 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. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants 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 2 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 is based on the Unit Prices provided and is estimated to be six thousand one hundred fifty six dollars ($6,156) per year for 3 years, except as may be provided under Section 1.8 with a total not to exceed $25,000.00. 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 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 3 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 not 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 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 and approved by City Council. 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 4 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: John Fulton, 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 prior written approval of 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. 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 subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor 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. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Consultant a City employee. 5 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. 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 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, or agents, Consultant shall indemnify 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 be procured in a form and content satisfactory to City. 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. 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 6 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) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) 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. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) 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. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. 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 ($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 contractors, broad form property damage, products and completed operations. 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. 7 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. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self- insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance 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 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 require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. 8 5.3.6 Consultant agrees to ensure that subcontractors, 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 subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 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. 5.3.8 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 prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10)days prior to expiration of the lapsing coverage. 5.3.9 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. 5.3.10 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. 5.3.11 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. 5.3.12 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, 9 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 both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements 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. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. 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 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). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. 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 and endorsements 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. 10 6. INDEMNIFICATION 6.1 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 out of or relate to Consultant's performance under this Agreement. 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. Consultant's indemnification obligation 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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Desion Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 6.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 11 7. REPORTS AND RECORDS 7.1 AccountinA 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. 7.2 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 Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, 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 subcontractors 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. 7.4 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 shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities 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 12 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. 8. ENFORCEMENT OF AGREEMENT 8.1 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 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. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fir 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. 8.3 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. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. 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. 8.4 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 13 of a 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. 8.5 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 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. 8.6 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. 8.7 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. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. 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 race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, physical or mental disability, or medical condition. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, sexual orientation, gender identity, physical or mental disability, medical condition, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; 14 recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 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 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, 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 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: 15 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: MUFG Union Bank, N.A. 350 California Street Suite 2018 San Francisco, CA 94104 Attention: John Fulton Telephone: 415-705-7217 Facsimile: 87 7-833-88 54 Email: John.Fulton( unionbank.com 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. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothina contained in this Aareement is intended to confer. nor shall this Agreemen e construed as conferring. any rights. including, without limitation, any rights as a third-party beneficiary or otherwise. upon any entity or person not a party to this Agreement. 0.7 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. 10.8. 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. 16 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: �✓ David H. Ready City Manager APPROVED BY CITY MANAGER APPROVED PAS TO FORM: ATTEST a474�koe� By: Douglas C. Holland, ames Thompson, City Attorney City Clerk APPROVED BY CITY COUNCIL: 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. CONSULTANT NAME: l/Ir6' ✓U-•Q Check one Individual Partnership Corporation 3 C�� Cali�jo,-Plea ��ic f� Su, k 20/ Address y %au (Notarized) By Signature Not rized) 17 GALA.ALL E ACKNOYAJEDCAMOFT C111a CAGE!1180 A mtay pblc a ease dtica canpkYg tfaie aeroTaam variir ad(the iarAiy d the iadvtdad do tlw. dauenaa mehiiaa®acs a attadw4 sad rwa matnar(aAa�soc+ra�:a vaf8yddaadaa.naaL ante e SO ) C-Odyof Ir�r-c�sce 1 on ' i n l C butane FDB. (iw`� /C Data l pp hWe kwat Nra a wd Tllfe attlw p Y(,4r7 >� A t 1 fur J of who praval to me on the basis of satisfactory evidatrca to be the perviv*) wtaoee nano Were aukacrned to the wiEhir:Effiune rt ad adaaowlarlged m ma that haaahaeJAwy executed the acne in hisAwAtwor aAhcrized aapwitApeay ad VW by hiaAwrPowir aipnebre(O an On ixbanent ttw paaon(a)• or the adity upon behalf of wfdch the paaeea(a)acted•executed the inabuinent I oertily under PENALTY OF PERJURY wear the laws of uw Male,of CaWomia the the mrsgoing paragrspta is true and carracL PAUL K.LIU W rNESS my an and official sad. Commission N 2075952 Notary Public•California i San Francisco County > M Comm.Ex lres Aug 23.2018+ 3g wears aF FAr�PhbFc Places Notary Bed Above faPTFrmfAL 7hoargb this sed5ar is opbomiL curr4ike4ng flue kdantabon can deferaearahm of the doc orwrd m &anddad at lira loan to an wa rderadad dacrwrwrrt O at Aldadaad r..s R Title ee err err T Type of rrw_..=.dam .�LS u-A.a1o� Oocartwnt tea. Nunber at Pacpmr If 5 Squar(e) Obwrw M& Marned Abo Cepacityoe®)Cteined by tiigrwr(a Sipwra Faroe: uIntz SV-r a Name: 0 Y f 5 . M m r 4 o ll rC i EM30FPOFZIB Officer—TNe(sk Pc y®"Corpar�ORioa—Tale(a); LI, CO Pot ❑Partraa— ❑Liritad ❑oanad ( ❑Psrbwr— ❑L"wdscl ❑Generd ❑kKkvKkd ❑Ate in Fact ❑Individual ❑Attomay in Fad ❑Tnaas ❑Ouardert a Oanaenralor ❑Tnaae ❑Daardaa rr Caraavadar ❑OCwr ❑Oear. Sgna Is Bap--w tirag: aw—a PA;—rtirag. Ortt14 Ne6rd NdwyAaaora�on-www.NffinwlfJo�y.org•3-0n[FUS NOTARY{1-0bn-e76-ea27} ern#MW 18 EXHIBIT "A" SCOPE OF SERVICES 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 agent to safe keep, clear, and report investments to ensure the protection of its security interest in portfolio investments and to simplify the reconcilement of safekeeping accounts. 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. 12. The Custodian must provide a collateralization level of (110%) of market value of principal and accrued interest on all certificates of deposits. 19 Information Reporting 1. The Custodian must offer comprehensive online reporting and transaction services. 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 market yield 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 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). 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 Failed Transactions 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. The custodian is not to hold any cash balances in the custody account. 2. The City will remit, via wire, deficit account balance for security purchases settlement not covered by cash on hand. 3. Provide samples of confirmation, expected interest payment, and call notices in with your work proposal. 20 Other Service Requirements 1. The Custodian will advise the City of any new available services or technological enhancements. 2. The Custodian will provide satisfactory customer service on a day-to-day basis. 3. 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). 4. 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 LA/Riverside/Anaheim region 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 Primary Broker/Dealers used by the City to coordinate with the custodial bank on 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 wire transfer and wire funds receipt, for use as instructed by the City's authorized staff. 21 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS CITY OF PALM SPRINGS, CA REQUEST FOR PROPOSALS (RFP) #01-16 INVESTMENT CUSTODY SERVICES Request for Proposals (RFP #01-16), for the 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, THURSDAY, SEPTEMBER 3, 2015. It is the responsibility of the respondent to see that any proposal sent through the mail, or by any other delivery method, shall have sufficient time to be received by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of proposals. Telegraphic, telephonic, faxed or emailed proposals will not be accepted. 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. We strongly advise that interested firms officially register per the instructions. 1. 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 .....................................................July 30, 2015 Deadline for receipt of Questions...................................Monday, August 24, 2015, 3:00 P.M. Deadline for receipt of Proposals............................Thursday, September 3, 2015, 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 envelope. ATTACHMENT "B" — Non Collusion Affidavit Form. *Must be completed and included with Work/Technical Proposal envelope. ATTACHMENT "C" — Cost Proposal Form. *Must be completed and included in a separately sealed envelope—do NOT include this with your Work/Technical Proposal. ATTACHMENT "D" — Sample boilerplate Contract Services Agreement (for reference only) 2. BACKGROUND: The City of Palm Springs utilizes third-party custody services for its $45 million (approx.) investment portfolio for the City and Successor Agency to RDA. The City receives same day posting of receipts of interest and maturities/sales/calls to its general account. There are typically less than 5 transactions per month. 3. SCOPE OF WORK, SERVICES, OBJECTIVES AND SPECIFICATIONS: Generally, scope of work consists of, but is not limited to: 22 General Reguirements 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 agent to safe keep, clear, and report investments to ensure the protection of its security interest in portfolio investments and to simplify the reconcilement of safekeeping accounts. 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. 12. The Custodian must provide a collateralization level of (110%) of market value of principal and accrued interest on all certificates of deposits. Information Reporting 1. The Custodian must offer comprehensive online reporting and transaction services. 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. 23 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 market yield 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 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). 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 Failed Transactions 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. The custodian is not to hold any cash balances in the custody account. 2. The City will remit, via wire, deficit account balance for security purchases settlement not covered by cash on hand. 3. Provide samples of confirmation, expected interest payment, and call notices in with your work proposal. 24 Other Service Requirements 1. The Custodian will advise the City of any new available services or technological enhancements. 2. The Custodian will provide satisfactory customer service on a day-to-day basis. 3. 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). 4. 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 LA/Riverside/Anaheim region 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 Primary Broker/Dealers used by the City to coordinate with the custodial bank on 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 wire transfer and wire funds receipt, for use as instructed by the City's authorized staff. 25 4. PROPOSAL REQUIREMENTS: The firm's proposal should describe the methodology to be used to accomplish each of the project tasks and minimum requirements. 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 for a 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, may be 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) 26 PRIOR CITY WORK: If your firm has prior experience working with the City DO NOT assume this prior work is known to the evaluation committee. All firms are evaluated solely on the information contained in their proposal, information obtained from references, and presentations if requested. All proposals must be prepared as if the evaluation committee has 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 5 above. The proposals must be in an 8 '/2 X 11 format, minimum 10pt font size, minimum %" margins, and may be no more than a total of Twenty five (25) pages (sheets of paper, double sided is OK), including a cover letter, organization chart, staff resumes, appendices, and any exceptions to language, sample agreement, or insurance requirements. NOTE: Dividers, Attachment "A", Addenda acknowledgments, and the Cost Proposal (*in a separate sealed envelope) do NOT count toward the 25 page limit. Interested firms shall submit SIX (6) copies (one marked "Original" plus five (5) copies) of both your Technical/Work Proposal and your Cost Proposal, and one (1) Thumb Drive or CD of the entire proposal, by the deadline. All proposals shall be sealed within one package and be clearly marked, "RFP #01-16, REQUESTS FOR PROPOSALS FOR INVESTMENT CUSTODY SERVICES. Within the sealed proposal package, the Cost Proposal shall be separately sealed from the Technical/Work Proposal. Proposals not meeting the above criteria may be found to be non-responsive. EACH PROPOSAL PACKAGE MUST INCLUDE TWO (2) SEPARATELY SEALED ENVELOPES: Envelope #1, clearly marked "Technical/Work Proposal", shall include the following items: • Completed Signature authorization and Addenda Acknowledgment (see Attachment A) • If applicable, your specific request for Local Preference (see Attachment A) and a copy of a valid business license from a jurisdiction in the Coachella Valley. • Completed, and notarized, Affidavit of Non-Collusion (see Attachment B) 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. TECHNICAL/WORK PROPOSAL: The Technical/Work Proposal (Envelope #1) shall be clearly marked and shall include the Sections A, B, C, D and 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 your team. Describe each sub-contractor's qualifications, background and specific expertise that they bring to the Project. 27 AA 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 your 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 CA 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. SECTION D: PROJECT SCHEDULE DA 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 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. 28 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 subconsultants 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 request the preference in the Solicitation response (see Attachment Al 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 (Envelope #2) shall be clearly marked in a separately sealed envelope and shall include Section F below: SECTION F: COST PROPOSAL (*see instructions in Section 6 above and Attachment "C") F.1 The cost proposal (in a separate sealed envelope) 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. Do NOT include Attachment "A" or Attachment "B" in the Cost Proposal, Envelope #2,. Attachments "A" and "B" are to be included in Envelope #1, "Technical/Work Proposal 8. GENERAL AND SPECIAL CONDITIONS: DEADLINE FOR SUBMISSION OF PROPOSALS: Proposals will be received in the City of Palm Springs, Office of Procurement and Contracting until 3:00 P.M., LOCAL TIME, THURSDAY, SEPTEMBER 3, 2015. Proof of receipt before the deadline is a City of Palm Springs, Office of Procurement and Contracting time/date stamp. It is the responsibility of the firms replying to this RFP to see that any proposal sent through the mail, or via any other delivery method, shall have sufficient time to be received by the Procurement Office prior to the proposal due date and time. Late proposals will be returned to the firm unopened. Proposals shall be clearly marked and identified and must be submitted to: 29 City of Palm Springs Procurement and Contracting Department 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Leigh Gileno, Procurement Specialist II QUESTIONS: Firms, their representatives, agents or anyone else acting on their behalf are specifically directed NOT 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. Any 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 Way Palm Springs, CA 92262 via FAX (760) 323-8238 or via EMAIL: Leigh.Gileno(a)palmspringsca.gov 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, Monday, August 24, 2015. 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 "D"). 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. 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. Failure or refusal to enter into an Agreement as herein provided or to 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. 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 30 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 recommended to the City Council the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract. 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 NOT 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 NOW 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, FEES, AND 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 31 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 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 contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals. 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. 32 ATTACHMENT "A" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope#1)* REQUESTS FOR PROPOSALS (RFP) # 1-16 INVESTMENT CUSTODY SERVICES SIGNATURE AUTHORIZATION NAME OF COMPANY(PROPOSER): BUSINESS ADDRESS: TELEPHONE: CELL PHONE FAX CONTACT PERSON 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 bind 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: 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. 2. My tax identification number is: 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. 33 ATTACHMENT "B" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope#1)* NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL 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. By: Title: Subscribed and sworn to before me this day of . 2015. 34 ATTACHMENT "C" *THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED ENVELOPE#2 "Cost Proposal', NOT with Envelope#1, Technical/Work Proposal*) REQUEST FOR PROPOSAL (RFP #01.16) INVESTMENT CUSTODY SERVICES COST PROPOSAL Responding to Request for Proposal No. 01-16 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. IIWE 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. NAME OF FIRM SUBMITTING THIS COST PROPOSAL: Est. Market Service Description Value & Rate = Estimated Extended Annual Annual Cost Quantities **Market Value: Maintenance 50,000,000.00 X $ _ $ Billed Quarter) Transaction Fee: 12 X $ _ $ Depository Trades Cash Transfer Fee: Wire or 52 X $ _ $ Book Transfers Monthly Access Fee 12 X $ _ $ Estimated Annual Cost: $ **$50,000,000.00 market value will fluctuate slightly per quarter. TOTAL ANNUAL AMOUNT: (PRICE IN FIGURES) (PRICE IN WORDS) 35 Description Fee X Qty Total Initial Set Up Fee X = $ Other Applicable Fees: X = $ X = $ X = $ "Market Value: Maintenance Rate Above $ 50,000,000.00 ""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 4 and 5, Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the LA/Riverside/Anaheim region 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 page MUST be manually sinned. Certified by: Firm Name Signature of Authorized Person Printed Name Title Date 36 �� PALAA A Y. 'q 1 ��lFO0.c1AP _ REQUEST FOR PROPOSALS (RFP 01-16) FOR INVESTMENT CUSTODY SERVICES ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE RFP DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: How many custody accounts are there and approximate size of each? A 1: There is one account and it is approximately 45 million dollars. Q 2: Who is the current custodian? A 2: BNY Mellon Q 3: Does the City have any reporting requirements from the custodian besides regular monthly statements? A: 3 No. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Leigh Gileno Procurement Specialist II DATE: August 13, 2015 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your submittal, or you may also acknowledge the Addenda on the bottom of Attachment A. Failure to acknowledge this Addendum may result in your submittal being deemed non-responsive. 37 ?1 IAd T+ REQUEST FOR PROPOSALS (RFP 01-16) FOR INVESTMENT CUSTODY SERVICES ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE RFP DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: How many positions (unique CUSIPS) are in the current investment portfolio? A 1: 38. Q 2: In attachment C, the cost proposal requests an amount for a "monthly access fee". What is this referring to? A 2: This is a charge assessed by the vendor as a monthly access fee—similar to a bank fee of a monthly maintenance fee if applicable. Q 3: Typically Certificates of Deposit held in custody do not require collateralization. Item #12 states the custodian must provide collateral to 110% of market value and accrued interest on all CDs. Is there flexibility on this requirement? A: 3 No, as the CD's we purchase are negotiable CD's and their market value fluctuates. Q 4: Is the City willing to negotiate the Terms of this agreement as this appears to be a Professional Services agreement not inclusive to a Custody only services? A 4: The City will review and take into consideration exceptions as provided in the proposal as per the instructions on page 12 "Signed Proposals and Exceptions". Q 5: Is the City willing to review the Bank of the West Custody agreement as well? A 5: No. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Leigh Gileno Procurement Specialist II 38 DATE: August 25, 2015 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 2 is required by signing and including the acknowledgment with your submittal, or you may also acknowledge the Addenda on the bottom of Attachment A. Failure to acknowledge this Addendum may result in your submittal being deemed non-responsive. 39 EXHIBIT "C" CONSULTANT'S PROPOSAL 40 CUSTODY SERVICES PROPOSAL Prepared For The City of Palm Springs RFP #oz-z6 Presented by: Carl Boyd Director (213)236-7150 Cad.Boyd@unWbank,com September 2,2015 to UnionBank- Amamwof MUFG,agbbel li... gmip to UnionBank September 3,2015 Ms.Leigh Gileno Procurement Specialist II City of Palm Springs 3200 Fast Tahquitz Canyon Way Palm Springs,CA 92262 Dear Ms. Gileno: Re: Custody Services for the City of Palm Springs MUFG Union Banc,N.A. (MUFG Union Bank)is pleased to present our custody services proposal for the City of Palm Springs. MUFG Union Bank has provided trust and custody services since 1918, bringing nearly a century of experience to better serve our clients. We are privileged to administer more than$263.2 billion in client assets,including$113.0 billion in debt outstanding'. More importantly,we have earned respect in the industry for our fiduciary expertise, financial strength,advanced technology,and commitment to superior customer service. We have prepared a response brief describing our services and how we expect to meet your objectives of working with a provider that Is committed to: • Exceptional customer service and relationship management. • Genuine care for the client's needs and a clear understanding of our custody and safekeeping responsibilities. • Advanced systems and technology. • Cost effective coordination of services between your account and your investment manager. • Competitive pricing and fee transparency. MUFG Union Bank guarantees that all contents of the attached proposal will be valid for 120 days from the September 3,2015 due date for the proposal.We also confirm that Addendum 1 and Addendum 2 are signed and included in tab 2 of the response. Although many institutions are capable of providing trust and custody services,we believe you will be pleased with MUFG Union Bank's attention to detail and our understanding of the City's service and reporting needs.We believe our ongoing administrative process will interface well with your other service providers and provide ongoing detailed reports,reviews and oversight. We look forward to working with you and serving the City of Palm Si If you have any questions,please contact me at(213)236-7150 or via small at Cad.Boyd@unionbank.com. Sincerely, // ly &y�� Cart Boyd f/ Director A$MMe 30,2015 CUSTODY SERVICES PROPOSAL v VnionBank- Prepared for the City of Palm Springs Aeart,Eu o1IdUFA,a 9kxe'fieYq•i peaup RFP fl 01-1 S SECTION A: FIRM,STAFF,TEAM (including any subcontractors) QUALIFICATIONS AND EXPERIENCE,INCLUDING REFERENCES A.1 Follow the instructions and property 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. Please see Attachments A&B located in Tab 2. 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. MUFG Union Bank,N.A.("MUFG Union Bank")has been providing custody services to public sector clients since 1918.As specialists in providing custody services to municipalities and public agencies,we understand the scope of services needed by the City of Palm Springs(the "City"). Public agencies are a core market segment within our Global Trust Services Division. The relationship management teams that support public agencies understand the service needs as well as regulatory needs of this market.We are active in industry organizations and are committed to servicing and supporting this market.Our substantial market position has been from organic growth and not through acquisitions. MUFG Union Bank is a full-service master custodian and is qualified to meet the City s custodial,cash management and accounting needs,as well as to provide administration and management assistance.Our professionals are specialists in the custody and securities industry,and are supported by our technical staff and our comprehensive custody accounting systems.In addition to public agencies,we provide custody services for corporations, mutual funds,financial institutions, non-profit organizations and others. All accounts are assigned to a client services team which is directed by a senior relationship manager who oversees all aspects of our custody services,which include: • Full trade settlement capabilities • Direct depository and physical safekeeping • Straight-through processing capabilities • Principal and income collection • Capital change and corporate action notification • Proxy voting • Complete portfolio valuation and reporting • Investment management fee collection • Ad-hoc reports upon request • Monthly statements • Online account access through the Internet Prepared September 2015 1 92015 Mitsubishi UFJ Financial Croup,inc.All rights reserved. Union Bank Is a registered trademark and brand name of MUFG Union Bank,N.A..Member FDIC. CUSTODY SERVICES PROPOSAL 1j UnionBank- Prepared for the A member of Mufti s amen fi• lerdw City of Palm Springs RFP#01-16 As of August 2015 MUFG Union Bank provides custody services to 226 government clients, administering$39.8 billion in assets. A.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. MUFG Union Bank will provide all services directly to the City. No subcontractors will be involved in the administration of the City's account. AA 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. Christina Ledendecker is a Vice President and Senior Relationship Manager for Global Custody Services. • Responsible for consulting with clients and providing support for products and services. Christina has been with Global Custody Services for twenty-five years and has twenty-five years in both domestic&global custody experience.Christina is fluent in Spanish. • Education: Bachelor of Science in international Business from California State University, Fullerton. April Beauchamp is a Vice President and Relationship Manager for Global Custody Services and will be your Primary Contact. • Responsible for managing the administration of client accounts and providing support for products and services.Additional responsibilities include responding to client inquiries and needs,and assuring proper implementation of procedures and process controls • Has been in the custody services Industry and MUFG Union Bank since 2000. Prior positions include: • U.S.and International Equity Lending Trader for a portfolio of$10-$15 billion in lendable assets. • Reinvestment Assistant for Securities Lending program that averaged$20-$30 billion in lendable assets across both equity and fared income assets.Was given the additional responsibility of corporate bond lending in 2002. • Education: University of California,Santa Barbara,California—Bachelor of Arts, Political Science 1999 Prepared September 2015 2 CZ015 Mifsutast i UFJ Finandal Group,IM A0 rights reserved union Bands a registered trademark and brand name of MUFG Unlan Bank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL UI lonBank. Prepared for the A mambo,a MUFB.a~hft i groac City of Palm Springs RFP#01-16 Elena Aguba is a Relationship Services Specialist for the Government and Public Agency Market Segment and will be your Daily Contact. • Responsible for day-today activities on various municipalities and public agency accounts. • Has over 10 years of experience with MUFG Union Bank in Trust Operations and administration. • Over three years experience as a liaison between mutual fund companies and Bank of New York servicing department concerning the bank's capacity as custodian. John Fulton is a Director and Business Unit Manager for Global Custody Services. • Serves as Unit Manager for corporate and institutional global custody clients,including corporations, Insurance,public agencies,not-for profits,and financial institutions.Manages client service activities for corporate and institutional clients • Joined Global Custody Services in 2012 as a Senior Client Relationship Manager, responsible for consulting with clients and providing support for products and services. • Has been In the financial industry since 1984 and with MUFG Union Bank since 1994.Other positions include: • Unit manager and account administrator for business trust client accounts Including defined benefit,defined contribution,and other employee benefit accounts in bath the private and public sector. • President—California Pension Administrators and Consultants, Inc. • Education:Bachelor of Arts degree at University of California, Berkeley; member Western Pension and Benefits Conference. Prepared September 2015 3 02015 Mitsubishi UFJ Financial Group,Inc.All rights.reserved. Union Bank is a registered trademark and brand name of MUFG Union Bank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL ko UrnOnBank- Prepared for the City of Palm Springs A member,ofMUFO,spbW�fimMai p+a p RFP#01-16 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. MUFG Union Bank is please to provide the following custody services clients as references: Debbie Kukla Ron Ahlers City Treasurer Finance Director!City Treasurer City of Burbank City of Moorpark 275 E.Olive Avenue 799 Moorpark Avenue Burbank,CA 91502 Moorpark,CA 93021 (818)238-5880 phone (805)517-6249 phone dkukta@burbankca.gov (805)532-2542 fax Length of Relationship: 18 years rahlers@moorparkca.gov Length of Relationship:5 years Vishav Sharma Finance Manager Orange County Water District 18700 Ward Street, Fountain Valley,CA 92708 (714)378.3212 phone vsharrrva@ocwd.com Length of Relationship: 8 years Prepared September 2015 4 02015 Mitsubishi UFJ Financial Group,Inc.All r1ohts reserved. Union Bank is a rmgstmted I adenmrk and board name of MUFG Union Sank.N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL UnionBank" Prepared for the A member of ML"( agk gearcial grwp City of Palm Springs RFP#01-16 SECTION B: PROPOSAL ORGANIZATION,CONFORMANCE WITH RFP INSTRUCTIONS,AND DEMONSTRATED UNDERSTANDING OF THE OVERALL PROJECT AND REQUESTED SCOPE OF WORK BA 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. We have reviewed our proposal,and believe it Is well organized and follows all of the City's 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.We understand that failure to follow the instructions may result in our proposal being deemed 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. As a municipality,the City of Palm Springs(the"City")has an obligation to ensure it Is receiving the best possible value from the vendors It engages on behalf of its continuants and residents. Researching and selecting the right custodian for the City's investment portfolio can help maximize the City's resources by streamlining client service,facilitating access to account information,as well as providing the strength and stability of a provider truly committed to custody services for the public funds segment. MUFG Union Bank,N.A.(MUFG Union Bank)offers the City a custody solution that provides a dedicated relationship team with a single point of contact to address all of your customer service reeds,robust online account access for reporting and transaction processing,as well as an organization dedicated to meeting its clients'custody needs now and in the future. The City is not purchasing a domestic custody solution,but hiring a team of professionals with an extensive securities processing background that works exclusively with municipalities and public agencies. Your Custody Relationship Team will provide superior customer service and work with your account from Day One with implementation planning and continue into the day to day servicing of your account.In addition, the City will always have direct access to a single point of contact for all of your securities processing questions. The City will benefit from online resources that offer clients access to account and securities information on a daily basis,standard and customizable reports,as well as multiple options for trade communications. Prepared September 2015 5 02015 fAtwbisM UFJ Financial Group,Inc.Al n9Ms reserred. Union Bank is a roostered tcademarR and brand name of MUFG Union Dark,N A.,Mamtw FpIC. CUSTODY SERVICES PROPOSAL UnionBank Prepared for the City of Palm Springs n menoaar muraepkb.Irro�eteAw RFP#01-16 The City will also benefit from the strength and stability of MUFG Union Bank as their custodian. The Bank is a financial leader with a consistent and disciplined banking philosophy that Is uniquely positioned to help your organization succeed.We combine the strength,stability,and resources that you expect from a large bank with our conservative lending practices. responsible management,and sound capital base.These attributes enable us to remain strong through challenging financial climates and to continue developing the technology and services necessary to effectively serve our clients in this dynamic environment. MUFG Union Bark has provided custody services since 1918 and is firmly committed to providing these services well into the future.As part of the Global Trust Services division,our custody unit has been identified by senior management as a strategic growth business and the Bank invests significant resources that are required for continued growth and success,including using best-in-class technology solutions and remaining in the forefront of new product enhancements for our mutual fund custody clients. As custodian for more than 200 government clients,such as the City of Burbank,the City of Moorpark,and the Orange County Water District,we are qualified to meet all of the custodial, cash management,and technology needs for the City of Palm Springs. Please review Section C:Work Proposal for additional details.Should your requirements change,we welcome the opportunity to discuss further enhancements. 8.3 Identify any'key'or"critical"issues that you believe may be encountered on the Project based on your firm's prior experiences;and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the Project. Given our understanding of government sector client needs and experience providing custody services,we believe timely receipt of all signed account documents is the most critical issue impacting the successful transition to and delivery of our custody services. Our process is designed to ensure a smooth transition and begins with our selection as your custodian.A detailed conversion plan Is completed by the client and the client services team with input from the prior custodian to ensure the smooth transfer of securities and currencies with minimal interruption to the investment process. In addition to ensuring a smooth transition of assets,MUFG Union Bank also plans onsite training for both the client and any new investment advisors to minimize"day one"processing interruptions.We prefer to have at least a 30 to 60 day window prior to transfer date to prepare everyone for the conversion.A shorter time frame can be arranged dependent on the completion of any technical consideration. Prepared Seplember 2015 s 02015 Union Sa UFJ moste d trod Inc.All d hISbra rd m ee. Union Bard is a reglsleresl trademark and brand name of MUFG Union Sank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL Un10nBank Prepared for the A rMrnser of MUFG,a gkbel Nr al Woo Gity Of Palm Springs RFP#01-16 SECTION C: WORK PROPOSAL CA 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. SCOPE OF WORK 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 agent to safe keep,clear, and report investments to ensure the protection of its security interest in portfolio investments and to simplify the reconcilement of safekeeping accounts, 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 shah,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. * 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. * 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. 1Z The Custodian must provide a coilateralization level of (110%) of market value of principal and accrued interest on all certificates of deposits. Municipalities and public agencies are a core market segment within our Global Trust Services Division. MUFG Union Bank uses a team approach to client servicing to provide our clients with a single point of contact and to ensure continuity of services during vacations or other Marooned September 2015 J &2015 Mgaubishi UFJ Flnarrtial Group,IM.All rights reserved. Union Bank is a registered trademark and brand name or MUFG Union hank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL k/ UnionBank- Prepared for the City of Palm Springs A maiwer of MtKG,a ab�(rorcv:{ra,p RFP#01-16 absences.The relationship management teams that support public agencies understand the service needs as well as regulatory needs of this market.A senior relationship manager serves as team leader and is responsible for delivering services to your overall satisfaction.The senior relationship manager is supported by a secondary relationship manager,and an account administrator who coordinates and manages the daily administration.The client service team is supported by various operations and systems professionals in the day-today management and operation of the account.The City's client service team will be responsible for administering the accounts and overseeing the various operational support units in the accurate and timely performance of all services detailed in the Scope of Work outlined in the City s Request for Proposals. Although not required by law,we employ the fiduciary standards of OCC Regulation 9 to all our custody accounts.As specified in Regulation 9,all investments under our custody administration are segregated from the general assets of the Bank.In addition,all investments in each account are place in the Joint custody or control of not less than two officers or employees designated for that purpose by the Board of Directors of the Bank. Depending on the type of activity that requires the movement of securities,there are at minimum two individuals in each of our administration and securities operation areas that review the client direction and account holdings as well as instructions from receiving counterparty prior to actual release of securities.We affirm that City's assets held in custody at MUFG Union Bank remain the sole property of the City.The securities will,unless payable to the bearer,be registered in our bank nominee on behalf of the City. The City's client service team will also interact with the relationship's investment managers,as applicable.We feel that this structure provides better overall service because the client service team understands and is involved in all facets of the service delivery.This is also in keeping with our philosophy of single point of contact for our client service model. Transaction Processing Clients may send instructions for same day trade settlements to MUFG Union Bank through SWIFT,electronic trade files,fax,or by entering the transaction into MUFG Union Bank's proprietary systems.MUFG Union Bank has a direct connection to securities depositories (Federal Reserve and Depository Trust Company)to receive or deliver securities in a timely manner.All transactions will be reflected in the client account on the day the instructions are received.If received prior to settlement date the Item will remain pending until settlement date. On settlement date cash and security positrons are updated to reflect the new transactions. For clients electing actual settlement date processing,cash and security positions are updated upon receipt of securities from the counterparty.Transactions remain pending until that time.For clients that elect contractual settlement,securities positions and cash balances are updated on Contractual settlement date. Following is a flow chart that illustrates the settlement process: Prepared September 2015 8 C015 Union Bak is Financial Group,Imo.All rightsreserveddme Union Bards c e regislxad kadanark and brand name of MUFG Union Bank,N.A.,Member f01C: CUSTODY SERVICES PROPOSAL to UnionBank• Prepared for the City of Palm Springs A maroar a Murd..proc,�a.a.da a,eup RFP#01-16 Norm-DTC or same day trades t+Y tax Clients affirm --- broker confirmations - via DTC - Review and affirm Manuals ut ofnon nonaffirming trades DTGsame day trades by fax rk Automatic posting of1"s(d cash debiNcradit)for trades AutomalkaNy on settlement date general&report for reconcAlab'on Electronic trade information for DTC trades for affirming Electronic and rux affimting trade • . _ information Net tradesaunds , zw. With the exception of clients who have elected actual settlement convention,all affirmed trades are received electronically and settled automatically. For trades not going through the affirmation process(e.g.,Fed,physical),instructions are received from clients through fax or directly through our Trade Order Entry System(TOE)or via electronic trade files.Faxed trade instructions are entered directly into our trust accounting system.Once entered,the trade information is then electronically compared against the confirmation and only if all information matches are the trades settled. For Instances in which physical certificates are employed,we instruct Depository Trust Company by secure communications network of the exact securities to be received and the corresponding dollar amount to be paid to the counterparty.Once the securities have been examined and accepted by our agent they are sent to a transfer agent for registration into a nominee. Upon return from the transfer agent the certificates are placed in a secure,fireproof vault. Physical securities are always handled in a dual custody environment by bonded Prepared Sepl embor 2015 S 02015 MitsuNeM UFJ Financial Group,Inc All fights reserved. Union Bank Is a registered Irademark and brand name of MUFG Uraon Be*,NA,Member FDIC. CUSTODY SERVICES PROPOSAL k0 UnionBank Preparedforthe City of Palm Springs A mrmlrer of MUFG,.pwdx finanebl areup RFP#01-16 employees as required by OCC Regulation 9.All securities held in this vault are subject to periodic vault counts.The Bank maintains appropriate insurance coverage over the securities while in transit and also during the period that the securities are in our vault.Through our online account access system,Online Trust&Custody(OTC),we can make POF images of physical securities held in our vaults available to clients. Our daily deadlines are as follows: • Outgoing checks 1:00 p.m.Pacific Time • Outgoing wire transfers 2:00 p.m.Pacific Time • Incoming wire transfers 1:30 p.m.Pacific Time • DTC trades 11:30 a.m. Pack Time • Fed trades 11:30 a.m. Pack Time • Mutual Funds Vedas according to fund deadlines • Morley MarketiSweeps One-Half hour prior to fund deadlines • Same Day Trades 11:00 a.m. Pack Time Any Instructions received after the deadline may be processed on an exception basis. Our Sample Custody Agreement for Public Funds is included in Tab 3 for your review. Interest and Dividends Total Interest and dividends earned are reported in the monthly and annual statements. Statements include income summaries as well as transaction statements detailing any interest and dividends received. Sweep interest Is credited in the first business day of each month.For all other securitles,the Bank generally pays interest and dividend income on the asset's payable date.There are exceptions to this for assets where factors are not available on payable date,such as non- negotiable CDs or non-marketable assets such as limited partnerships and closely held securities. Collateralization MUFG Union Bank collateralizes bank deposits of public funds at 110%as required under the California government code. Quality Control and Business Continuity The internal quality control functlons at MUFG Union Bank are extremely comprehensive.All operating processes in Global Trust Services are documented in centrally maintained procedures which Include detailed workflows and supporting information.We also have a training department devoted exclusively to trust and custody procedural issues. Prepared September 2015 10 =015 MifsubisM UFJ Financial Group,Inc.All MOV;mssr•ed Union Bank is a regie(ered Imdemark and brand name of MUFG Union Bank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL 10 UnlonBank- Prepared for the City of Palm Springs A mertMer of MUfG.sebbN lii�&ILiY gaup RFP#01-16 Ongoing transaction and asset listing quality is maintained by several checks and balances. Assets, processing characteristics and account information are initially established using models and accuracy is further established by comparing asset profiles to two outside sources.Asset transactions and positions are balanced daily between the Bank and the respective depositories.Income postings are balanced and variances resolved daily. Disbursements require review and authorization by two independent Individuals before they are processed.All posted transactions are then reviewed daily by the client's administrative team.In addition, periodic reconciliation of holdings provides additional controls. As a national bank,we operate under the strict guidelines of the Office of the Comptroller of the Currency and are regularly audited by them. MUFG Union Bank has a continuing monitoring process and key activities of all groups are monitored at least quarterly by the Sank's Internal Audit Department.Any deficiencies are noted and reported to the Bank's Board of Directors. in addition,Internal Audit has dedicated trust auditors completing"continuous audits"and issuing reports throughout the year on various departmentslactivities. Finally,our independent outside auditor performs an annual audit and produces a SSAE 16 report.Bank operating procedures are also examined regularly by our internal audit department,our external auditors during their SSAE 16 audit,and the Office of the Comptroller of the Currency(OCC). Each business line within MUFG Union Bank's Global Trust Services, including Global Custody and Corporate Trust,has a Business Resumption Contingency Plan that is specific to the business line.All plans are updated and distributed to the Business Unit Managers and their delegated Business Resumption Coordinators annually.Tests of all plans are performed on a periodic basis,including business resumption scenarios and exercises conducted in conjunction with bank-wide plans.In the case of a disaster or another event interrupting operations,specific alternate sites have been identified and documented in the plan depending upon the business line and the location and extent of the disaster or other event.Each business line's plan is integrated into the Bank's overall Business Resumption Plan,with analysis performed at a bank level to prevent any conflict in the availability of alternate sites and resources. The Global Trust Services Division maintains a recovery facility service center for its specific business lines.This facility is remote from the primary production facility for these lines of business.Each alternate location is redundant and network-vendor diverse,providing backup capabilities including computer,telecommunications and environmental infrastructure,which can be activated once a disastrous event has been declared.Division staff can either physically relocate to the alternate site or access the alternate site from the primary production facility if the disastrous event does not render the site unusable.Business recovery to these facilities is managed and tested separately from other MUFG Union Bank recovery services. Some operations of the Division, such as the SEI and SEI Global 3000-trust accounting system recover to a vendor-supported site in another state.Where vendor-supported recovery is utilized as part of the Bank's recovery plan,MUFG Union Bank reviews the vendor's disaster recovery strategies annually and participates in testing of the vendors recovery plan. Business line recovery timeframes will depend on the severity and scope of the event requiring contingency plan implementation.Therefore,recovery timeframes cannot be provided in speck Prepared September 2015 0201S Mitsubishi UFJ Fmandal Group,Inc.AJI rights reserved 11 Union Bank is a registered Trademark and brand name of MUFe Union Bank,NA.,Member FDIC. CUSTODY SERVICES PROPOSAL UnionBank• Prepared for the City of Palm Springs A mem0er al MI1Fd ByloGl fnmcal group RFP#01-16 terms. Generally,critical processing functions such as cash wire and foreign exchange transaction processing can be recovered within 24 hours.Should the extent of a disastrous event cause the need to relocate staff to the backup processing centers, it is expected,but not guaranteed,that trade-processing functions would be recovered 80%within 24 hours. In the event that the Global Trust Services Division implements its business resumption/ contingency recovery program, MUFG Union Bank personnel will contact customers and provide further instructions. Information Renortino 1. The Custodian must offer comprehensive online reporting and transaction services. 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 calllmaturity 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 market yield 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 the previous month, whether in book-entry or physically delivered form, showing for each security its CUSIP number,issuer name,couponlinterest 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), & The Custodian will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. MUFG Union Bank offers comprehensive online reporting services via our online account access system,Online Trust&Custody(OTC).This account information management service is online,real-time and can be accessed 24 hours a day,seven days a week. It features advanced security and access to essential account information including: • Asset allocation • Cash projection reports • Corporate actions • Customized reports and downloads • Failed trades • GainBoss information—both unrealized and realized • Holdings—including tax lot reporting and locations • Mutual fund trading Prepared September 2015 12 CNIS MitsubisN UFJ Financial Group,Inc.A11 right'reserved. Union Bank is a registered trademark and brand name of MUFG Un'am Bank,N.A.,Member FDIC, CUSTODY SERVICES PROPOSAL IJ UnionBank• Prepared for the City of Palm Springs A mamba a MtiFG,eabhsi fironriy argP RFP#01-16 • Online account statements—with option to elect paper or electronic delivery • Summary of account market values • Transaction history—including pending trades • User tools and resources • Corporate action notifications OTC offers standard reports,as well as custom,user-defined reports.You can conveniently find the standard report you need by reviewing a list of standard reports available,such as Holdings, Anticipated Cash,Asset Allocation,etc.The system permits you to customize how you view, print,or download reports based on your preferences.Then you may save the search options, column sections,and display order you have chosen for future use.Data can be easily downloaded Into multiple formats including Microsoft Excel,Adobe Acrobat,and CSV. We are also able to establish online capabilities with investment managers to submit all trades regardless of security class including same day trades.Those managers wishing not to be online can submit trade instructions via facsimile. In addition,account balances,holdings,transactions,etc.,are available to investment managers online,in real time through OTC.We also have a number of file interfaces designed for specific portfolio management systems that are sent to the Investment managers.These files generally have holding and transaction information that allows managers to electronically compare their records to the Bank's and do an automated reconciliation.We also provide copies of periodic statements to investment managers as needed. A dedicated technical staff supports OTC and representatives are available to assist you through our toll-free User Support tine during regular business hours.To view OTC, please visit our website at httpsJ/www.unionbank.comlonlinetrustandcustody and click on Online Trust&Custody Demo. till UnlkmBark- O �Onl ne Trust 6 :ua,u w u�rns„m c rs.a„ ''CYSiOdy -aaav Prepared soplernbar 2015 00015 Mitsubishi UFJ Financial Croup,Iro.AO rights reserved. I Unbn Bank is a registered tnidarnwk and brand name of MUFC Union Bank,N A.,Member FDIC. CUSTODY SERVICES PROPOSAL UmOnBank• Prepared for the City of Palm Springs A n+aTOur a MUFG,s aiotni eiw<.ei prom City #01-16 Our Custody reporting packages Include the fallowing: • Account Summary-Features beginning and ending market values for the period as well as estimated income • Income Portfolio Summary-Provides a consolidated overview of dividend and interest holdings as of the end of the period • Principal Portfolio Summary-Consolidates your portfolio by asset class • Cash Transaction Summary-Provides an overview of cash transactions during the period • Asset Detail-Includes assets held in the income and principal portfolios • Transaction Detail-Reports each transaction by type of activity Accrual-based accounting statements are also available. In addition the following standard reports are available through our online system: • Asset Allocation • Holdings—Including Tax Lot Reporting • Transaction History • Gain/Loss Information—both unrealized and realized • Online Account Statements • Anticipated Cash • Pending Transactions • Customized Reports and Downloads Additionally,we offer custom Interface programs for data reconcilement and other purposes at the required frequency and based on the client's requirements.We can provide reports by plan, asset class,manager,etc. We will also provide audit confirmations/verification of assets held.Generally,a client's outside auditors initiate the process and we respond in writing in the requested format. Dlsputes and Failed Transactions t. 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 passible disagreements on settlement information. At MUFG Union Bank,our staff monitors trades through the settlement process and is aware of trades that are falling.We will attempt to resolve these trades before they actually fail. in the event of actual fails,reports are generated and followed up by the administrative and operational settlement staff to actively resolve the items.Often this will involve working with the Investment managers as well as their brokers. Individual items exceeding established thresholds are brought to management's attention for further review and corrective action.We look at each fail on a case-by-case basis. Fails will continue to show up on the report until resolution.We can provide daily system-generated fail repots to you and your investment managers. Prepared September 2015 to 02015 MdsubisM UFJ Financial Group,Inc.All rights reserved. Union Bank is a registered trademark and brand name of MUFG Union Bank,NA„Member FDIC. CUSTODY SERVICES PROPOSAL tj UnionBank` Prepared for the City of Palm Springs A, nm a Murd,,p,na r„. a wwp RFP#01-16 As a result of these procedures our fail rate for purchases and sales of both equities and fixed income assets is less than 1 elo. According to prevailing market convention, interest compensation on fail float is not provided to investors who elect contractual settlement for their accounts. To insure that the full distinction between actual and contractual settlement conventions is mutually understood,we wish to note the following: In the event of a failed trade,whether a purchase or sale,market convention dictates that counterparties*on the street"(i.e.depositories,brokers and custodians)calculate compensation based upon the prevailing Fed Funds rate(including applicable reserve requirements), regardless of the settlement convention under which their clients may operate. Also, regardless of the settlement option chosen by a client,the total amount of income accruing to an investment is paid to that client on the payable date,based solely upon the terms of the Investment instrument.That is,no matter whether a position is settled on an actual or contractual basis,the Bank will pay the client the full amount of accrued investment income due for the current period,even though the Bank may not have taken actual possession of the securities on the date of contractual settlement. The primary advantage to the client of choosing contractual settlement lies in the predictability of managing their daily settlement funds,which are typically the largest fund movements in their accounts.Investment income accrued and payable to a client is in no way affected by their choice of actual or contractual settlement. In light of the progress made in the mechanics of securities processing in U.S.markets over 99%of our existing clients have adopted contractual settlement.Actual settlement is available upon request. We carry the following insurance: Carrier: National Union Fire Insurance Company Term: July 1,2015 through July 1,2016 Coverage: Financial Institution Bond(including computer crime) Limit: $15 million Carrier. Illinois National insurance Company Term: July 1,2015 through July 1,2016 Coverage: Bankers Professional Liability Limit: $10 million primary coverage Napared September 2015 1s 02015 MitsublsM UFJ Financial GroM.Inc.All rights reserved. Unlan Bank is a registered trademark and btmM name of MUFG Unim,Bank,N A.,Manber FDIC. CUSTODY SERVICES PROPOSAL �j UnionBank• Prepared for the City of Palm Springs n menwn d enure.a @wv rmnvaai arow RFP#01-16 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.The custodian is not to hold any cash balances In the custody account. 2. The City will remit,via wire,deficit account balance for security purchases settlement not covered by cash on hand. 3. Provide samples of confirmation,expected interest payment,and call notices in with your work proposal. As custodian, MUFG Union Bank will collect and receive Interest income,dividends,maturity and sales proceeds on behalf of the City and transfer the funds as directed by the City. If the funds required for security purchases settlement exceed cash on hand,the City's client services team will notify the City so they may remit a wire to clear the deficit. Please see Tab 4 for samples of confirmation,expected interest payment,and call notices Other Service Reaulrements 1. The Custodian will advise the City of any new available services or technological enhancements. Your designated relationship manager will meet with you at least annually to review your account and advise the City of any new services or technological enhancements available for their consideration. 2. The Custodian will provide satisfactory customer service on a day-today basis. MUFG Union Bank uses a team approach to providing Global Custody Services.A senior relationship manager serves as team leader and is responsible for delivering services and your overall satisfaction.The senior relationship manager is supported by a team of account administrators who coordinate most of the daily administration.The client service team is supported by various operations and systems professionals in the day-today management and operation of the account. 3. Provide an implementation plan/schedule for the conversion from the City's current custodian(it as a result of this process a new custodian is awarded the contract). Your client services team will work with the City and the prior custodian to prepare a detailed conversion plan to ensure the smooth transfer of securities and currencies with minimal interruption to the investment process. Prepared September 2015 16 02015 MitsubisM UFJ Falandal Gmup,Inc,Ar rights reserved. Union Bank is a raglslared trademark and brand name or MUFG Union Bank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL V111onBa nk- Prepared for the City of Palm Springs n m.mn.nit rnric."awo.iu :mam RFP#01-16 4. 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 LA/Riverside/Anaheim region 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. MUFG Union Bank guarantees the custody fees quoted in this proposal for 3 years,with two one year renewal options.We acknowledge that for optional years four and five,MUFG Union Bank may request a price adjustment not to exceed the Bureau of labor Statistic's Consumer Price Index for the lA1Rlverside/Anaheim region for the prior 12 month period effective on the anniversary date,and that any associated CPI Increase for optional renewal years 4 and 5 is at the mutual consent of the City and MUFG Union Bank. Minimum Quafffrcations 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. MUFG Union Bank,N.A. (MUFG Union Bank)is a qualified institution pursuant to California Government Code Section 53608, has provided custody/safekeeping services since 1918,and currently administers over$263 billion in assets'. `Includes Global Custody Services(GCS)and Liquidity Portal,Corporate Trust Project Finance and Escrow AUA of$150 billion and Corporate Trust Debt Outstanding of$113 billion. b. Must maintain standing as a state or Federally chartered bank with account insurance through an appropriate Federally insured agency of the United States. MUFG Union Bank is a Federally charted bank,and member of the FDIC. C. Must be a member in good standing with the Federal Reserve Banc,with comparable Institutions,and with the community. Provide a copy of the most recent Community Reinvestment Act(CRA rating). MUFG Union Bank is in good standing with the Federal Reserve Bank and the communities where serve.We've included our most recent CRA performance report electronically on the CD included with this response. 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. MUFG Union Bank, N.A.(MUFG Union Bank)was founded in San Francisco in 1864 and played a significant role in the development of the American West.As of March 31, 2015 MUFG Union Bank Is among the 20 largest banks in the United States.Headquartered in New York Prepared September 201s 17 02015 MksubisN UFJ Financial Group,IM M 6"mervad, Union Bank is a tegislaiad bademark and brand name of MUFG Union Sank,NA.,Member FDIC. CUSTODY SERVICES PROPOSAL k0 UnlonBank- Prepared for the City of Palm Springs A meme•r a M�as..�,mi rmwwa mwn RFP#01.18 City,the Bank operates 581 ATMs and 393 branches, primarily consisting of retail branches, in the West Coast states,along with commercial branches in Texas, Illinois,New York,and Georgia as well as two international offices. Following are highlights from our second quarter 2015"Financial Update": • We continue to be strongly capitalized compared to our peers.Our tangible common equity ratio and Tier 1 risk-based capital ratio exceeded peer averages.All of our regulatory capital ratios exceed the"well capitalized"thresholds. In addition,we have a very high-quality capital mix,comprised mostly of common equity. • Our asset quality continues to be strong relative to peers. • MUFG Union Bank,N.A.',has solid investment grade credit ratings at each of the three major rating agencies. Credit Ratings for MUFG Union Bank, N.A.' (as of June 30,2015): Long-Term Issuer Short-Term Issuer Rating Outlook Rating Outlook Moody's A2 Stable P-1 Stable Standard&Poor's A+ Stable A-1 Stable Fitch A Stable F1 Stable MUFG Americas Holdings Corporation'as June 30, 2015 capitalization is as follows: • Tangible common equity ratio 10.72% • Tier 1 Risk-based capital ratio 13.550/9 • Total Risk Based 15.30% • Tier 1 Leverage Ratio 11,48% MUFG Union Banc,N.A.'exceeds the federal regulation definition of"well-capitalized". 'Errective 0710IM1 A Union Bank,N.A.'s legal name changed to MUFG Union Bank,N.A.and Union9ancal Corporatfan's legal name changed to MUFG Americas Holdings Corporation- For additional financial information please see the Second Quarter 2015 Financial Update included In Tab 5 of this response. In order to ensure meeting the page limitations for this response,we have not included a physical copy of our annual report;however, it is included electronically on the CD Included with this response.It is also available to the public through the About Us section of the Bank's website:www.unionbank.com Prepared eepfember 2015 19 02015 Mitsubishi UFJ Financial Group,Inc.All rights reserved Union Bank Is a regstaed Uademadc and brand name of MUFG Union Banc,N.A.,Member.FDIC. CUSTODY SERVICES PROPOSAL tO UnionBank` Prepared for the City of Palm Springs A nron-0er of MUFG,a pbbel4wncidywp RFP#01-16 g MViGbncn e+ngw lUl Mry, wwwnn onbanY corn VUnion8ank rnra ui . $m as Yau cmm«m En nwww Ulmwaaw n9nur uNdn awa ce�n s¢c u.c om. CaMn4 P,v04 MtlF6F.Mme,N[Nip,Ga,µvanm Cwna�nerteac[, Gtm,1^ri( fwx�oww"mr aVVOdPrt[M 1�]i3i'} • (i+..1 iaY i:S.a2rtl1!'£lY:J31:L'w^i!'.' uwn yaneay. • 4tlpOf.4Sllry r _ [rvi,e l+.yl F:} GnNmi^,»eW$y,n.ryYC, • }'LSLO.a ='O�M1n V:f:, SttsMMn r3-3 )"Rrn 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. MUFG Union Bank maintains its own independent trustleustody department.All cash and marketable securities held for clients within the trust group are segregated and governed by Reg.9 of the OCC which requires they not be commingled with the general assets of the bank. 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. Upon contract award, MUFG Union Bank with accept securities owned by the City free of charge and securities will be cleared on a"Delivery versus Payment"basis. g. Must allow for interaction with Primary Broker/Dealers used by the City to coordinate with the custodial bank on the settlement of transactions. The City's assigned client service team also interacts with the investment managers and/or primary broker/dealers used by the City.During conversion planning procedures are established with each investment manager for trade communication,and processes to notify them of trade statuses and cash balances. Prepared September 206 9 832015 union Ba k is Reenter!Gawp, nar a n bra reserved. Union Bank is a mpialered iradame�k a5x1 brand name of MUFG Union Bank,N.A.,Member FDIC, CUSTODY SERVICES PROPOSAL to unlQnBank Prepared for the A ownWr of MUFG.a ptma'1nmW gram City of Palle Springs RFP#01-18 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. Securities held in a U.S.securities depository are held in the nominee of that depository. Further Identification of beneficial ownership is made on our custody system.Securities held in physical form in the U.S.can be registered in the name of the account. i. Must collect and receive interest income, maturity,and sale proceeds from held securities. MUFG Union Bank is a full-service master custodian and is qualified to meet the client's custodial,cash management and accounting needs,as well as to provide administration and management assistance.Our professionals are specialists in the custody and securities Industry,and are supported by our technical staff and our comprehensive custody accounting systems. All accounts are assigned to a client services team which is directed by a senior relationship manager who oversees all aspects of our custody services,which include: • Full trade settlement capabilities • Direct depository and physical safekeeping • Straight-through processing capabilities • Principal and income collection • Capital change and corporate action notification • Proxy voting • Complete portfolio valuation and reporting • Investment management fee collection • Ad-hoc reports upon request • Monthly statements • Online account access through the Internet j. Must be capable of wire transfer and wire funds receipt for use as instructed by the City's authorized staff. MUFG Union Bank is capable of wire transfer and wire funds receipt for use as instructed by the City's authorized staff.The City can set up standing instructions or provide instructions for wire transfers.The funds are taken out of the account at the time the funds are sent to the recipient. Prepared September 2015 20 02015 Mitsubishi UFJ Financial GroW,Inc.M rights reserved. Union Bank is a registered trademark and brand name of MUFG Union Bank,N.A..Member FDIC. CUSTODY SERVICES PROPOSAL UnlonBank" Prepared for the City of Palm Springs a rao,roer a Mucc.s al•5•'.r nor arugr RFP#01-16 SECTION D: PROJECTSC14EDULE DA 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 accountfreporting systems, or PowerPoint presentation detailing on-line capabilities. • Report/transaction samples—purchase, sale,delivery,confirmation,expected interest payment,maturity,call notices,and month end Conversion planning begins with our selection as your custodian.A detailed conversion plan is completed by the client and the client services team with input from the prior custodian to ensure the smooth transfer of securities and currencies with minimal interruption to the investment process.in addition to ensuring a smooth transition of assets,MUFG Union Bank also plans onsite training for both the client and any new investment advisors to minimize"day one"processing interruptions.We prefer to have at least a 30 to 60 day window prior to transfer date to prepare everyone for the conversion.A shorter time frame can be arranged dependent on the completion of any technical consideration. We request an initial list of holdings from the prior custodian which is reviewed by our operations group to confirm tickers, CUSIP numbers,coupon rates, income payable dates,cost basis,identify immediate issues related to unique or unpriced securities,and other items that could create an issue during the transfer.We discuss the transition process with the treasurer or Investment manager and prior custodian and determine when trading activity(typically 3 days prior to the transfer date)will be suspended to provide an orderly transfer.During the week prior to the transition,additional reports and data are requested.Asset positions and appropriate tax lot information are loaded onto our system pending final receipt of the assets.On the evening prior to the transfer,additional information is received from the prior custodian.The account is then monitored for receipt of at assets,cash balances,pending trades and outstanding income postings.At the same time,access to the account is made available to the investment manager through our online system to review the account and individual securities.Finally,all assets received from the prior custodian are accounted for and reconciled to the last account statement and underlying custodial reports at both the position and tax-lot levels. Prepared September 2015 21 02015 Mihsubisiv UFJ Financial Group,Inc,All rights reserved. Union Sank is a registered trademark and brand name of MUFG Union Bank,N.A..Mernber FDIC.. CUSTODY SERVICES PROPOSAL UnlonBafl{C Prepared for the City of Palm Springs a mwrgw a nlurrt.a c rmeneri wa�P RFP#01-16 We follow an established process in our approach to conversion planning: 1.Transition Set-Up A.Contact Team Transition Coordinator The Transition Coordinator manages all transition activities between MUFG Union Bank and the prior custodian bank and serves as the primary contact for the client.The coordinator is usually the senior relationship manager. Transition Team A team will be created at MUFG Union Bank to implement the various operational components of the transition.This team will be the client services team that will be assigned to the client. Depending on the complexity of the transfer,we may add conversion experts from supporting groups,such as Technology,or Operations Settlement. A complete listing of names and phone numbers will be available at least one month prior to the transfer date. B.Operating Procedure Review 1. Prior to the transition,representatives from MUFG Union Bank client services will meet with members of your staff to review existing account relationships and workflow with the purpose of constructing an"operating profile"for the client. The review will cover: Structure of accounts • Current information flows • Existing operating procedures with prior custodian bank • Telecommunications needs • Client reporting needs • Investment advisory relationships 2.At the same time,an overview of MUFG Union Bank daily account administration procedures will be presented to the client that includes the following: • Trade deadlines • Cash management services • Standard format for communicating trade instructions • Securities and cash deliverytreceipt instructions • Contact lists • Other documents requiring signature Prepared Sepiambor 2015 22 C2015 Mitsubishi UFJ Financial Grow,Inc All rights reserved. Union Bank is a registered trademark and brand name of MUFG Unnn Bank,NA.,Member FDIC. CUSTODY SERVICES PROPOSAL ' Prepared for the Amto Vt11011�I1EC dMUFG.•akroeriwxi•�ak City of Palm Springs RFP#01-16 It.Transition Plan Following the initial set-up, MUFG Union Bank will create a detailed transition plan for distribution to all concerned parties. A.Request for Information Approximately two weeks prior to transition,MUFG Union Bank will request asset positions,outstanding receivables and all other pertinent information regarding the transfer from the prior custodian bank. B.Activity Schedule An Activity Schedule will be produced by MUFG Union Bank covedng the period of approximately one month prior to and after the transition.This schedule will identify all tasks and responsible parties,and set milestone deadlines. C.Plan Review Implementation of the Activity Schedule will be overseen by the Transition Coordinator and carried out by the MUFG Union Bank Transition Team. MUFG Union Bank Institutional Custody will provide ongoing status reports of the transition to the client including, but riot limited to: • Pending receipts of securities and cash • In the case of delays,reasons will be provided • Registration status • Securities available for sale • Available cash balances • Receivable Income • Receivable corporate actions The timing and content of status reports will be arranged according to the client's requirements. We will work closely with your prior custodian to promptly transfer all assets.Generally most assets are transferred on conversion date as determined with the prior custodian.If the client holds international assets or complex alternative assets,depending on the type of account assets and how they are held,transfer of some assets can take up to a few weeks to complete. MUFG Union Bank will monitor all conversion related security transfers and will reconcile ail the positions to ensure all assets are received. We will provide all new account documentation in a"signature-ready"format. Prepared September 20615 23 02DIS hll a blshi UFJ Financial Gmp.Inc.Ail rots reserved. Upon Bank is a reglstered bad9mark and brand name of MUFG union Banc,N A..Member FDIC CUSTODY SERVICES PROPOSAL to UnlonBank- Prepared for the City of Palm Springs RFP#01-16 Listed below is a high-level conversion firrieline.We anticipate an implementation timeline of 30 days. Task Responsible Parties Appoint,MUFG Union Bank as Custodian Client T 9 Conduct conversion meeting - Account opening documentation sent to Client MUFG Union Bank and a Review current procedure and client specific requirements Client * Secure initial asset listing 7 a 11!� E L 116! 9";E N�Ea III�NWNil HKOHN * Review assets and current documents for any required modifications o Contract negotiations a Commence weekly conference calls to review implementation plan MUFG Union Bank . Contact prior Custodian and Investment Managers - System development and work flow review , Execute all account opening documents - Assign account numbers and set up accounts MUFG Union Bank and - Systems testing Client * Training provided to Client and their clients(on-site) U * Confirmation of asset conversion date and delivery instructions & Secure final asset listing MUFG Union Bank - Asset conversation complete & Reconciliation Specifically for investment managers,during conversion planning procedures are established with each investment manager for trade communication,and processes to notify them of trade statuses and cash balances.This Is typically done online or through regular transaction reports.Most security transactions are automatically submitted to the Bank by the investment managers online through the UTC trade submission and affirmation system, via SWIFT,or through electronic trade files through their portfolio management systems. Preparad September 2015 24 MIS WsubisN UFJ Firrindai Group,fin.AN rights reamed. unim Bank iS a registered trademark and brand norne of MUFG Limon Bank,NA_Member FDIC. CUSTODY SERVICES PROPOSAL UnlonBank Prepared for the N member ai MUFG..algid anonde.youp City of Palm Springs RFP#01-16 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. Conversion problems result from a number of occurrences,from failing to completely identify all objectives and tasks,to poor communications with all parties,and other issues.To alleviate and prevent problems,MUFG Union Bank takes a proactive role to manage the conversion.Your client services team will develop a detailed conversion project plan that identifies all tasks and responsible parties,and sets milestones.The relationship manager monitors the project plan throughout the conversion period for accurate and timely completion. During conversion,we typically host conference calls with representatives from all parties(such as the client, investment manager,prior custodian,and others as needed)to determine progress,and to discuss and resolve outstanding issues. D.3 Discuss your quality control methods to ensure consistent and accurate final results. The transition team will work with the prior custodian to develop automated transmission of conversion data, including providing Me layouts and specifications.The transition team will coordinate with our systems group as needed to handle any special file interfaces, Prepared September 2015 25 02015 Mitwblstf 1.WJ Flnandal Group,Inc..All dghts taesrvea. Union Bank Is a registered trademark and W"name of MUFG Union Bank,N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL UmonBank Prepared for the City of Palm Springs A mmnom d MUFG.a Oar 5mndal Orap RFP#01-16 SECTION E: LOCAL PREFERENCE EA 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 subconsultants 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 request the preference in the Solicitation response(see Attachment A)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. Although MUFG Union Bank Is part of one of the world's leading financial groups,we have a long history of serving California residents and provide a local presence for banking and trust services.The bank has five branches in the Coachella Valley and serves public agencies, businesses and residents throughout the Valley.The Palm Springs branch is located at 500 S. Indian Canyon Drive.The services contemplated under this RFP will be provided within the State of California. E.2 List all team members with local expertise. Clearly define their role in the overall project. The services contemplated under this RFP will be provided within the State of California. prepared September 2015 26 42015 MMubieN UFJ Financial Group,Inc.AN rights reserved Union Sank is a registered trademark and brard name of MUFG Union Bank,N A„Member FDIC. CUSTODY SERVICES PROPOSAL t/ UnionBank- Prepared for the City of Palm Springs A memeu of MUFG,a alpbol fironca�pup RFP#01-16 EXCEPTIONS TO LANGUAGE,SAMPLE AGREEMENT,OR INSURANCE Sample Agreement The sample professional services agreement provided by the City of Palm Springs does not adequately cover either party for custody services and is better suited for professional services, not custodial services.The City will be better protected and the services adequately described in the Bank's agreement. The MUFG Union Bank Custody Services Agreement for Public Funds will need to be signed, Insurance Requirements The MUFG Union Bank Insurance Department has reviewed the City's Insurance Requirements and provided the exceptions noted below in red text. 5. INSURANCE 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.Consultant agrees to waive and obtain endorsements from its workers'compensation insurer waiving subrogation rights under its workers'compensation Insurance policy against the City Note-The Workers Compensation wavier of subrogation endorsement will not specifically name the City of Palm Springs. Instead,the wavier of subrogation endorsement will state we will not enforce our right to recover from any person or organization as required under written contract.and to require each of its subcontractors,if any,to do likewise under their workers'compensation insurance policies. If Consultant has no employees,Consultant shall complete the City's Request for Waiver of Workers'Compensation Insurance Requirement form. 5.2 Deductibles and Self-insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of$10,000, Note-We will be able to declare policy deductibles or self-insured retentions but we cannot change the current deductibles or self-insured retentions on our policies.and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3.5 Consultant agrees to require its insurer to modify Insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation,or that any party will"endeavor"(as opposed to being required)to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements,and submittal of certificates without required Prepared September 2015 27 02015 WwbisW UFJ Financial Getup,Inc.Ad rights reserved. Union Bank 15 a registered trademark and brand rwme or MUFG Union Bank,NA.,Membor FDIC. CUSTODY SERVICES PROPOSAL 1/ UnionBank- Prepared for the City of Palm Springs a,„me.r w Muw.,v�wre•.mw,caiso-m RFP#61-16 endorsements may delay commencement of the Project. It is Consuitant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. Note—we cannot agree to this. 5.5 Verification of Coverage.Consultant shall furnish City with both certificates of insurance and endorsements,including additional insured endorsements,affecting all of the coverages required by this Agreement. Note-We can send our Memorandum of Insurance. This document is not an Accord certificate of insurance.Instead,it is a document that our insurance broker created which evidences the insurance carried by the Bank. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Note-the Memorandum of Insurance and endorsements do not contain a signature.The documents do reference the policy number,policy term, insurer, insured and insured's producer,The documents are authorized by our insurance broker and insurer. All proof of insurance Is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete,certified Copies of all required insurance policies at any time. Note-We cannot supply copies of our insurance policy as they are confidential.We can supply our Memorandum of Insurance or a summary of the insurance. Additional insured endorsements are not required for Errors and Omissions and Workers'Compensation policies. 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:Note.Instead of the Certificate of Insurance we can supply our Memorandum of Insurance with the Additional Insured Endorsement. 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._may be included in this statement). 'or for any and sit work peAormed with the City" Note-The Additional Insured endorsement will not specifically name the City of Palm Springs and contract number.instead,it will state any organization is Additional Insured as required by written contract. 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._may be included in tins statement). "or'7or any and all work performed with the City"Note-The Primary and Non- Contributory endorsement will not specifically name the City of Palm Springs and contract number.Instead,it will state the insurance afforded to the Additional Insured on the policy is primary and non-contributory as agreed by written contract. 3. "Should any of the above described policies be canceled before the expiration date thereof,the Issuing-sempany Insurance and Risk Management Department will mail 30 Prepared September 2015 28 02015 Mitsubishi UFJ Financial Group,Inc.AU dghla raserwd. Uniw Bark Is a ra0starad baderawk and brat!mme of MUFG Union Bank,NA,Member FDIC. CUSTODY SERVICES PROPOSAL tO UnicnBank- Prepared for the City of Palm Springs Amert4ef of MurG,a abatl fiwnde;q,akp RFP#01-16 days written notice to the Cerfiticate Holder named"Language such as,'endeavor to"mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or representative"is not acceptable and must be crossed out. 4. Both the Workers'Compensation and Employers'Liability policies shall contain the insurer's waiver of subrogation in favor of City,its elected officials,officers,employees,agents, and volunteers.Note-The Workers Compensation wavier of subrogation endorsement will not specifically name the City of Palm Springs. Instead,the wavier of subrogation endorsement will state we will not enforce our right to recover from any person or organization as required under written contract. In addition to the endorsements listed above,the City of Palm Springs shah be named the certificate holder on the policies. Note-We will issue or Memorandum of Insurance.All certificates of insurance and endorsements 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. Prepared September 2015 29 02015 Mitsubishi UFJ Financial Group,Mo.AO rights reserved. Union Rank Is a regisse<ed trademark and brand name of MUFG Union Bank N.A.,Member FDIC. CUSTODY SERVICES PROPOSAL �J UnionBank- Prepared for the AmsmbvdMUFG.aebertfmrciaa,mp City of Palm Springs RFP#01-16 Disclaimer Mitsubishi UFJ Financial Group(MUFG)is one of the world's leading financial groups.MUFG Is headquartered in Tokyo and has a global network that Includes 1,100 offices in more than 40 countries. With over 140,000 employees and approximately 300 entities,MUFG provides access to commercial banking,trust banking,securities trading services,credit cards,consumer banking and finance,asset management,leasing,and other services. MUFG's operating companies include The Bank of Tokyo-Mitsubishi UFJ,I.W.("BTMU"),BTMU Capital Corporation,Mitsubishi UFJ Trust and Banking Corporation,Mitsubishi UFJ Securities(USA), Inc. ("MUS(USAr),MUFG Union Bank,N.A.("MUB'),UnionBanc Investment Services LLC("UBIS"),and HghMark Capital Management,Inc.('HghMark').Corporate or commercial lending or deposit activities are performed by banking afrfiates of MUFG,including,in the United States,BTMU and MUB. These materials are provided for Information purposes only,and should not be considered a proposal or solicitation or offer to sell or buy securities or other financial instruments and services.Neither this nor any other communication prepared by any of MUFG's operating companies should be construed as investment advice.Non-deposit investment products offered through UBIS or HghMark: "Are NOT deposits of or guaranteed by MUB or any MUB affiliate"Are NOT insured by the FDIC or by any other federal government agency"Are subject to investment risks,including the possible loss of principal invested. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group,Inc.,and may be used by it or other Group companies for branding or marketing purposes.Certain products and services described in this document are provided by MUFG Union Bank,N.A.,a member of the Mitsubishi UFJ Financial Group(MUFG),and are marketed under MUFG and Union Bank®brands.Online applications supporting these products are branded Union Bank.Other products and services mentioned may be offered and marketed by other MUFG entities. Prepared September 2015 30 02015 Wsublshl UFJ Financial GroW,Inc.A0 dghts reserved. union Bank is a registered bademwk anti brand name of MUFG Union Bank,N A.,Member FCtC. • ATTACHMENT "A" "THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope #1)" REQUESTS FOR PROPOSALS(RFP)# 1-16 INVESTMENT CUSTODY SERVICES NAME OF COMPANY(PROPOSER): SIGNATURE AUTHORIZATION MUFG Union Bank, N.A. BUSINESS ADDRESS:350 California Street Suite 2018 an FrancAsco. CA 94104 TELEPHONE:213.236.7150 CELL PHONE FAX CONTACT PERSON Carl Boyd EMAIL ADDRESS cari.boydQunionbank,com 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 bind myself/this company in a contract should I be successful in my proposal. Jeff Boyle,Managing Director PRINTED NAME AND TITLE 9- z -zoaS G URE AND DATE • B. The following inf ti relates to the legal contractor listed above, whether an individual or a company. Place ec 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 '4"P nation If a corporation, organized in the state of:Delaware Please chGcWbeloyv IF ur firm qualifies as a Local Business as defined in the RFP: �.,, ' •° A Local Business (Licensed within the jurisdiction of the Coachella Valley). -dopy of current business license Is required to be attached to this document. 2. My tax identification number is: 94-0304228 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)# 1 &2 is/are hereby acknowledged. RFP#01-16 ATTACHMENT"B" • *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICALMORK PROPOSAL (Envelope #1)* NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL STATE OF CALIFORNIA)ss COUNTY OF RIVERSIDE) The undersigned, being first duly sworn, deposes and says that he or she is a Managing Director of MUFG Union Bank N.A. 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. Q0R71 A1A,l -.. By: Jeff Boyle < Cammbtion .2Q83 z%"� tll�r(t•PuOYc-.C,MMornie Z surinncice'Cg. ptY M r Can :fit ' 'r 20IT Title: Managing Dire Subscribed and sworn to before me this 2nd day of September 2015 • RFP#01-16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of (1D On aof ul before me, t Cam`+'�G�I SAC yy� Date Here Insert Name and Title of the Officer F J personally appeared qleTT B) Name(s)of Signers) who proved to me on the basis of satisfactory evidence to be th person(s) whose names i are cu to bed the within instrument and acknowledged to me thatec �/tlaettLiey executed the same in i uthoriied capacity(ies),and that h? 144iTt ignature(s)on the instrument the person(s), the entity_upon behalf of which the person(s)Aefed, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomla that the foregoing paragraph is true and correct. EUp wNA IB , WITNESS my h and official seal. Vcemmlarat.r�62t26;i. Nahufl well -.CdMomlo So Frarciteo County Si n M Comm.1 Tres A r 28 2017+ Signature of No&q Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can defer alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Tit]*): ❑Corporate Officer— Title(s): ❑Partner — ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑ Individual ❑Attomey in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other. ❑ Other. Signer Is Representing: Signer Is Representing: • 02014 National Notary Association •www.NalonalNotary.org-1-800-US NOTARY(1-800-876-6827) Item#5907 ?ALAI • OF Sp ti Q�y 4e t Cq[/FORN�P, REQUEST FOR PROPOSALS (RFP 01-16) FOR INVESTMENT CUSTODY SERVICES ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE RFP DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: How many custody accounts are there and approximate size of each? A 1: There is one account and it is approximately 45 million dollars. Q 2: Who is the current custodian? A 2: BNY Mellon Q 3: Does the City have any reporting requirements from the custodian besides regular monthly statements? A: 3 No. BY�,ORDER ��O�FF�THE CITY OF PALM SPRINGS, CALIFORNIA BY Procurement Specialist II DATE: August 13, 2015 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: F A Authorized Signature: Date: Z ZOJ� • Acknowledgment of RecWe 1 is required by signing and including the acknowledgment with youry also acknowledge the Addenda on the bottom of Attachment A. Failure to aendum may result in your submittal being deemed non-responsive. PAL/4 pF S,o N " c"IFORN�P REQUEST FOR PROPOSALS (RFP 01-16) FOR INVESTMENT CUSTODY SERVICES ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE RFP DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: How many positions (unique CUSIPS) are in the current investment portfolio? A1: X Q 2: In attachment C, the cost proposal requests an amount for a "monthly access fee". What is this referring to? A 2: This is a charge assessed by the vendor as a monthly access fee— similar to a bank fee of a monthly maintenance fee If applicable. Q 3: Typically Certificates of Deposit held in custody do not require collateralization. Item #12 states the custodian must provide collateral to 110% of market value and accrued interest on all CDs. Is there flexibility on this requirement? A:3 No, as the CD's we purchase are negotiable CD's and their market value fluctuates. Q 4: Is the City willing to negotiate the Terms of this agreement as this appears to be a Professional Services agreement not inclusive to a Custody only services? A 4: The City will review and take Into consideration exceptions as provided in the proposal as per the Instructions on page 12 "Signed Proposals and Exceptions". Q 5: Is the City willing to review the Bank of the West Custody agreement as well? A 5: No. BY ORDER OFTHE CITY OF PALM SPRINGS, CALIFORNIA 0. i.Catuf Procurement Specialistll -- -- — DATE: August 25, 2015 • ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of RecWge Is required by signing and including the acknowledgment with youalso acknowledge the Addenda on the bottom of Attachment A. Failure to dum may result In your submittal being deemed non-responsive. _ • EXHIBIT "D" SCHEDULE OF COMPENSATION O R I G I N A L CUSTODY SERVICES PROPOSAL Prepared For The City of Palm Springs RFP #of-x6 COST PROPOSAL Presented by: Carl Boyd Director (213)236-7150 Carl.BoydQunionbank.com September 2,2015 10 UnionBank- AnymporMMUFG,apl ffim wgroup 73 ATTACHMENT"C" 'THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED ENVELOPE#2"Cost Proposal",x�with Envelope 01,Technical/Work Proposal') REQUEST FOR PROPOSAL(RFP#01-16) INVESTMENT CUSTODY SERVICES COSTPROPOSAL Responding to Request for Proposal No. 01-16 Investment Custody Services, IIWE agree to provide all work and services necessary to deliver Investment Custody Services as defined in the Scope of Work herein. IANE 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. NAME OF FIRM SUBMITTING THIS COST PROPOSAL: MUFG Union Bank,N.A. Est Market Service Description Value& Rate _ Estimated Extended Annual Annual Cost Quantities "Market Value: Maintenance 50,000,000.00 X $ 5,000.00 = $ 5,000.00 flat rate ailed Quarterly) Transaction Fee: 12 X $ 15.00 = $ 180,00 Depository Trades Cash Transfer Fee: Wire or 52 X $ t0.00 = $ 520.00 Book Transfers Month) Access Fee 12 X $38. 10' = $ 456.00 Estimated Annual Cost: $ 6,156,00 "$50.000,000.00 marker vie will funk le su9Nty per quarter. TOTAL ANNUAL AMOUNT: $ 6,156.00 (PRICE IN FIGURES) Six Thousand One Hundred fifty-six dollars (PRICE IN WORDS) RFP#01-16 15 of 36 ' SCHEDULE 4F FEES MUNICIPALITIES AND PUBLIC AGENCIES INSTITUTIONAL CUSTODY SERVICES • New account whip • Daily cash sweep • Free receipt of assets transferring into • Account statement+Holdings and MUFG Union Bank,N,A.(fees waived) Transactions •. Asset safekeeping • Dedicated relationship manager assigned to • Trade settlements your account • Capital changes and prosy processing • Account access to Online Trust&Custody $5.000 per Account Fees assessed on a quarterly basis Transaction Fee Depository Eligible'..._...... ..._.._. .. _..._: ._..... . .... $15 Depository lneligble',_......._ _ __... . ....._..... ...._...$40 P81Paydowns_._.............................. _..,.,............,,......,.,.................,...,,,....$S Monthly Hokang Fee' Depositary EllgilW ---- ._ _..... ._... _.._,....51 Depository mellglble'.......... __ _._.. .,..._...._34 Disbursements Fedwires and Checks................................................._...... .......................$10 Out-of-pocket Expenses..............._...._.._........_......._.......__........,,....,.As incurred Class Action Services............................................................6%of recovered funds Mallet vaue used lot fee calculations on In invokes maysehif slightly from market values on client statements due b post.rg of awuals,we pricing of secut4ms. I, wept other Initial mt es. A transaction is defbred as any ac8vgy aneeltllg assets includirg purchases sales,lender offers,stock dividendi free deliveries.Ime receipts.maluines,"charges. assumptions,Iris.Fees lot foreign securities,brags exchange aargaGtlons,InkYneliona wires,ant rm sraMaed services are quoted separakiy MUFG Unian Bank,NA,retains the right to surge special fees for exbamds ary services hol coveted in Us fee schedule You may be assessed an overdraft charge 10 any negative balance in your account.proveed such advance or overdraft is hql totaled to Bank enms or omissions.The current rate win be movided at hme of account opening Dine may be subject to charge upon hoi4fswon.Please we your account Agreement for addiflonic information. Fees are charged quarterly against Ill Client's account unless otherwise agreed This fee schedule is subject to change upon th"try 130)days nfen notice 'Iraludes cash sweep 'OTC.Fed,or NSCC s Physical Secunfies,Vault HeWAway.etc 02015 0,14subishl UFJ Financial Group.Inc.Aq eights reserved. Union Bank e a mgislerce aademark and brand name of MUFG Union Bank,NA,.Member FDIC 8912831(02115) (canfinuem tj UnionBankr EFFECTIVE September 2015 A member of MUUFG,a gkMel financial Wow EXHIBIT "Err SCHEDULE OF PERFORMANCE CUSTODY SERVICES PROPOSAL UnionBank• Prepared for the City of Palm Springs •,.,,,+.,.a rww,cr eel a I,ru..:.,,a,m.. RFP 9 01-16 SECTION D: PROJECT SCHEDULE D.t 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 accounVreporting systems, or PowerPoint presentation detailing on-tine capabilities. • ReporUtransaction samples—purchase, sale,delivery, confirmation, expected interest payment, maturity, call notices,and month end Conversion planning begins with our selection as your Custodian.A detailed conversion plan is completed by the client and the client services team with input from the prior custodian to ensure the smooth transfer of securities and currencies with minimal interruption to the investment process. In addition to ensuring a smooth transition of assets, MUFG Union Bank also plans onsite training for both the client and any new investment advisors to minimize-day one"processing interruptions.We prefer to have at least a 30 to 60 day window prior to transfer date to prepare everyone for the conversion.A shorter time frame Can be arranged dependent on the Completion of any technical consideration. We request an initial list of holdings from the prior custodian which is reviewed by our operations group to confine tickers,CUSIP numbers,coupon rates, income payable dates,cost basis,Identify immediate issues related to unique or unpriced securities,and other items that Could create an issue during the transfer.We discuss the transition process with the treasurer or investment manager and prior custodian and determine when trading activity(typically 3 days prior to the transfer date)will be suspended to provide an orderly transfer.During the week prior to the transition,additional reports and data are requested.Asset positions and appropriate tax lot information are loaded onto our system pending final receipt of the assets.On the evening prior to the transfer,additional information is receivedfrom the prior custodian.The account is then monitored for receipt of all assets, Cash balances,pending trades and outstanding income postings.At the same time,access to the account is made available to the investment manager through our online,system to review the account and individual securities. Finally,all assets received from the prior custodian are accounted for and reconciled to the last account statement and underlying custodial reports at both the position and tax-lot levels. pmpared Saptombor 2015 P 92015 Miisvuwa-'8 I- rinanpal Group,n. All d bm resalvad, UNpn earJr Ys a reg'sten:d badamaN and breed name,#MUFG UNan Bank.N.A..Mernbtt FDIC. 76 CUSTODY SERVICES PROPOSAL UnlonBank• Prepared for the A City of Palm Springs m&rpB!01 MUFG.i 1/dW firunNl BnMN RFP#01-16 We follow an established process in our approach to conversion planning: I.Transition Set-Up A.Contact Team Transition Coordinator The Transition Coordinator manages all transition activities between MUFG Union Bank and the prior custodian bank and serves as the primary contact for the client.The coordinator is usually the senior relationship manager. Transition Team A team will be created at MUFG Union Bank to implement the various operational components of the transition.This team will be the client services team that will be assigned to the client.Depending on the complexity of the transfer,we may add conversion experts from supporting groups,such as Technology, or Operations Settlement. A complete listing of names and phone numbers will be available at least one month prior to the transfer date. B.Operating Procedure Review 1.Prior to the transition,representatives from MUFG Union Bank client services will meet with members of your staff to review existing account relationships and workflow with the purpose of constructing an"operating profile"for the client. The review will cover: Structure of accounts • Current information flows • Existing operating procedures with prior custodian bank • Telecommunications needs • Client reporting needs • Investment advisory relationships 2.At the same time, an overview of MUFG Union Bank daily account administration procedures will be presented to the client that includes the following: • Trade deadlines • Cash management services • Standard format for communicating trade instructions • Securities and cash delivery/receipt instructions • Contact lists • Other documents requiring signature Propared Soptembor 2015 02015MiisuoalY UFJ Foandal Group,Inc Aerights reserved. 22 Union bank Is a regiatered Trademark antl braxl r ana of MUFG Union Bank,N.A.,MmIser FDIC 77 CUSTODY SERVICES PROPOSAL 1, UnionBank' Prepared for the A mentlwr of MUFG.aaWalllm„culaM,N City of Palm Springs RFP#01-16 II.Transition Plan Following the initial set-up, MUFG Union Bank will create a detailed transition plan for distribution to all concerned parties. A.Request for information Approximately two weeks prior to transition, MUFG Union Bank will request asset positions,outstanding receivables and all other pertinent information regarding the transfer from the prior custodian bank- B.Activity Schedule An Activity Schedule will be produced by MUFG Union Bank covering the period of approximately one month prior to and after the transition.This schedule will identify all tasks and responsible parties,and set milestone deadlines- C.Plan Review Implementation of the Activity Schedule will be overseen by the Transition Coordinator and carried out by the MUFG Union Bank Transition Team. MUFG Union Bank Institutional Custody will provide ongoing status reports of the transition to the client including, but not limited to: Pending receipts of securities and cash In the case of delays,reasons will be provided Registration status Securities available for sale Available cash balances Receivable income Receivable corporate actions The timing and content of status reports will be arranged according to the client's requirements. We will work closely with your prior custodian to promptly transfer all assets.Generally most assets are transferred on conversion date as determined with the prior custodian. If the client holds international assets or complex alternative assets,depending on the type of account assets and how they are held,transfer of some assets can take up to a few weeks to complete. MUFG Union Bank will monitor all conversion related security transfers and will reconcile all the positions to ensure all assets are received. We will provide all new account documentation in a"signature-ready'format. Propared seplambar 2015 02015 Mdsubshl UFJ Financial Group,Inc.A0 rights reserced. 23 UMan Bank is a legislered trademark and brand name of MUFG Unim 88M.NA.Member FDIC.. 78 CUSTODY SERVICES PROPOSAL UnionBank- Prepared for the A�•mb aMd .,a�weM ,e,�,• City of Palm Springs RFP#01-16 Listed below is a high-level conversion timeline.We anticipate an implementation timeline of 30 days. Appoint:MUFG Union Bank as Custodian Client • Conduct conversion meeting • Account opening documentation sent to Client MUFG Union Bank and • Review current procedure and client specific requirements Client • Secure initial asset listing • Review assets and current documents for any required modifications • Contract negotiations • Commence weekly conference calls to review implementation plan MUFG Union Bank • Contact prior Custodian and Investment Managers • System development and work flow review • Execute all account opening documents • Assign account numbers and set up accounts MUFG Union Bank and • Systems testing Client • Training provided to Client and their clients(on•site) • Confirmation of asset conversion date and delivery instructions • Secure final asset listing MUFG Union Bank • Asset conversation complete • Reconciliation Specifically for investment managers,during conversion planning procedures are established with each Investment manager for trade communication,and processes to notify them of trade statuses and cash balances.This is typically done online or through regular transaction reports.Most security transactions are automatically submitted to the Bank by the investment managers online through the DTC Made submission and affirmation system, via SWIFT, or through electronic trade files through their portfolio management systems. Prnparad Saptm i at 2015 A2015 Mitsubishi UFJ Flnazltlal Group,Inc.AN rxJles resented 24 Union Bank is a reynstered trademark ant brand name or MUFG Uraan Bard,N.A.,Member FDIC. 79 CUSTODY SERVICES PROPOSAL to UnicnBank- Prepared for the City of Palm Springs RFP#01-16 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. Conversion problems result from a number of occurrences,from failing to completely identify all objectives and tasks,to poor communications with all parties, and other issues.To alleviate and prevent problems, MUFG Union Bank takes a proactive role to manage the conversion. Your cliend services team will develop a detailed conversion project plan that Identifies all tasks and responsible parties,and sets milestones.The relationship manager monitors the project plan throughout the conversion period for accurate and timely completion. During conversion,we typically host conference calls with representatives from all parties(such as the client, investment manager,prior custodian,and others as needed)to determine progress,and to discuss and resolve outstanding issues. D.3 Discuss your quality control methods to ensure consistent and accurate final results. The transition team will work with the prior custodian to develop automated transmission of conversion data,including providing file layouts and specifications.The transition team will coordinate with our systems group as needed to handle any special file interfaces. Pmparetl Snptarnbpr 20/5 02015 MIMLtMM VFJ Financial Group,ix.M d9Ms rasev a 25 ilnkin Bank la a mivistewd traflemafk and brand name of MUFG union Bank,N A..Member FDIC. 80 CUSTODY SERVICES PROPOSAL V nionBaank- Prepared for the City of Palm Springs A bar of MUFG.o abum rnm,mm wem RFP#01-16 SECTION E: LOCAL PREFERENCE EA 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 clay-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 subconsultants 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 request the preference in the Solicitation response(see Attachment A)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-Ume primary residency from a jurisdiction in the Coachella Valley with the proposal.The City reserves the right to determine eligibility. Although MUFG Union Bank is part of one of the world's leading financial groups,we have a long history of serving California residents and provide a local presence for banking and trust services.The bank has five branches in the Coachella Valley and serves public agencies, businesses and residents throughout the Valley.The Palm Springs branch is located at 500 S. Indian Canyon Drive.The services contemplated under this RFP will be provided within the State of California. E.2 List all team members with local expertise.Clearly define their role in the overall project. The services contemplated under this RFP will be provided within the State of California. Prepared September 2015 26 02015 M1tkaubisb UFJ Ftnenriai Gmup,Inc.AN ri"reserved. Union Bank ie a"aterad tradsmark aM band creme of MUFG Union Bank,N A.,Member FDIC, 81 CUSTODY SERVICES PROPOSAL tO UnionBank- Prepared for the n memaer of Muw..ymrrmnw.pup City of Palm .Springs RFP#01-16 EXCEPTIONS TO LANGUAGE,SAMPLE AGREEMENT,OR INSURANCE Sample Agreement The sample professional services agreement provided by the City of Palm Springs does not adequately cover either party for custody services and is better suited for professional services, not custodial services.The City will be better protected and the services adequately described in the Bank's agreement. The MUFG Union Bank.Custody Services Agreement for Public Funds will need to be signed. Insurance Requirements The MUFG Union Bank Insurance Department has reviewed the City's Insurance Requirements and provided the exceptions rated below In red text. 5. INSURANCE 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.Consultant agrees to waive and obtain endorsements from Its workers'Compensation insurer waiving subrogation rights under its workers'compensation insurance policy against the City Note-The Workers Compensation wavier of subrogation endorsement will not specifically name the City of Palm Springs.Instead,the wavier of subrogation endorsement will state we will not enforce our right to recover from any person or organization as required under written contract.and to require each of its subcontractors,if any,to do likewise under their workers'compensation insurance policies. If Consultant has no employees,.Consultant shall complete the City's Request for Walver of Workers'Compensation Insurance Requirement form. 5.2 Deductibles and Self Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this.Agreement,Consultant guarantees payment of all deductibles and self-Insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of$10,000, Note-We will be able to declare policy deductibles or self-Insured retentions but we cannot change the current deductibles or self-insured retentions on our policies,and the City Manager or his/her designee may require evidence of pending claims and claims history as welt as evidence of Consultant's ability to pay Balms for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3.5 Consultant agrees to require Its insurer to modify Insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation,or that any party will"endeavor"(as opposed to being required)to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements,and submittal of certificates without required Prepared September 2015 82015 Milaubfahf UFJ FM ,oup arrraal G ,Nrc.Altagtxs reservbd 27 . urd n ear&Is a registered bademark end brand name of MUFG UMon Bank,NA.,Mamber FDIC 82 CUSTODY SERVICES PROPOSAL t/ UnionBank" Prepared for the City of Palm Springs A mwnew a Murc.a vow<amnceia�*m RFP#01-16 endorsements may delay commencement of the ProjecL it is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. Note—we cannot agree to this. 5.5 Verification of Coverage.Consultant shall furnish City with both certificates of insurance and endorsements,including additional insured endorsements,affecting all of the coverages required by this Agreement.Note-We can send our Memorandum of Insurance. This document is not an Accord certificate of insurance.instead,it is a document that our insurance broker created which evidences the insurance carried by the Bank. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Note-the Memorandum of Insurance and endorsements do not contain a signature.The documents do reference the policy number,policy term, insurer, insured and insured's producer.The documents are authorized by our Insurance broker and insurer. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete,certified copies of all required Insurance policies at any time. Note-We cannot supply copies of our insurance policy as they are confidential.We can supply our Memorandum of Insurance or a summary of the insurance. Additional insured endorsements are not required for Errors and Omissions and Workers'Compensation policies. 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:Note-Instead of the Certificate of Insurance we can supply our Memorandum of Insurance with the Additional Insured Endorsement. 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._may be included in this statement). "or"for any and all work performed with the City" Note-The Additional Insured endorsement will not specifically name the City of Palm Springs and contract number.Instead,it will state any organization is Additional Insured as required by written contract. 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. may be included in this statement). "or Tor any and all work performed with the City"Note-The Primary and Non- Contributory endorsement will not specifically name the City of Palm Springs and contract number.instead,it will state the insurance afforded to the Additional Insured on the policy is primary and non-contributory as agreed by written contract. 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing-sernparey Insurance and Risk Management Department will mail 30 Prepared September 2015 2e 02015 Milsublahl UFJ Financial Grey,Ire.AN rights reserved, Union Bank is a registered Iradernark and brarW name of MUFG union Bank,NA.,Member FDIC. 83 CUSTODY SERVICES PROPOSAL 10 UnionBank- Prepared for the City of Palm Springs AmemOer of tMFG,a qkW li�N-group RFP#01-16 days written notice to the Certificate Holder named."Language such as,"endeavor In'mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company,its agents or representative"is not acceptable and must be crossed out. 4. Both the Workers'Compensation and Employers'Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials,officers,employees,agents, and volunteers. Note-The Workers Compensation wavier of subrogation endorsement will not specifically name the City of Palm Springs.Instead,the wavier of subrogation endorsement will state we will not enforce our right to recover from any person or organization as required underwritten contract. In addition to the endorsements listed above,the City of Palm Springs shall be named the Certificate holder on the policies. Note-We will issue or Memorandum of Insurance.All certificates of insurance and endorsements 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. Prepared Seplember 2015 20 0*015 Mitsubishl UFJ Finis x Group,Inc.A0 rights reserved Union Bank is a registered trademark and brand name&MUFG Union Bank,N.A.Member FDIC. 84 CUSTODY SERVICES PROPOSAL t/ UnionBank- Prepared for the City of Palm Springs a memee,ar Murc..oealrvrxwwwm RFP#01-16 Disclaimer Mitsubishi UFJ Financial Group(MUFG)is one of the world's leading financial groups.MUFG is headquartered in Tokyo and has a global network that includes 1,100 offices in more than 40 countries. With over 140,ODO employees and approximately 300 entities.MUFG provides access to commercial banking,trust banking,securities trading services,credit cards,consumer banking and finance,asset management,leasing,and other services. MUFG's operating companies include The Bank of Tokyo-Mitsubishi UFJ,Ltd.("BTMU"),BTMU Capital Corporation,Mitsubishi UFJ Trust and Banking Corporation,Mitsubishi UFJ Securities(USA), Inc. ("MUS(USAr),MUFG Union Bank,N.A.("MUB-),Un onBanc investment Services LLC("UBIS"),and HghMark Capital ManagemenL Inc.('HighMark").Corporate or commercial lending or deposit activities are performed by banking affiliates of MUFG,including,in the United States,BTMU and MUB. These materials are provided for Information purposes only,and should Trot be considered a proposal or solicitation or offer to sell or buy securities or other financial instruments and services.Neither this nor any other communication prepared by any of MUFG's operating companies should be construed as investment advice.Non-deposit investment products offered through UBIS or HighMark: •Are NOT deposits of or guaranteed by MUB or any MUB affiliate•Are NOT insured by the FDIC or by any other federal government agency-Are subject to investment risks,including the possible loss of principal invested. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group,Inc.,and may be used by it or other Group companies for branding or marketing purposes.Certain products and services described in this document are provided by MUFG Union Bank,N.A.,a member of the Mitsubishi UFJ Financial Group(MUFG),and are marketed under MUFG and Union Bank®brands,Online applications supporting these products arc branded Union Bank.Other products and services mentioned may be offered and marketed by other MUFG entities. Prepared September 2oi5 30 02015 Mksublshl UFJ Finanr3el Group,Imo.M dghd reserved. Union Bank in a registered krxl rk arW brand name of MUFG Union Sank,NA.,Member FDIC. 85 to UnionBank CUSTODY AGREEMENT For Public Funds This custody agreement is between City Of Palm Springs ("Client"), and MUFG Union Bank, N.A. ("Custodian"). Client desires that Custodian hold and administer on behalf of Client certain Property (as herein defined). Custodian is willing to do so on the terms and conditions set forth in this custody agreement("Agreement"), Accordingly, Client and Custodian agree as follows: 1. DEFINITIONS 1.1 "Account"means, collectively, each account maintained by Custodian pursuant to Section 2 of this Agreement, including the earnings and proceeds thereof. 1.2 "Authorized Agent"means a party authorized by Client or Manager regarding accounting or other informational services for Property held in the Account. 1.3 Manager"means a party who has been granted investment authority of this Account by Client. If no Manager has been appointed, the term"Manager" shall be deemed to refer to Client. 1.4 "Property"means all Securities and all Special Assets. 1.5 "Securities"means cash and publicly traded securities held in the Account. 1.6 "Special Assets"means all property other than cash and publicly traded securities held in the Account. 2. APPOINTMENT AS AGENT 2.1 Appointment as Agent. Client hereby appoints Custodian to perform the safekeeping and ministerial acts described in this Agreement, solely upon receipt of instructions from Client or designated Manager, for the Property, which may be deposited by Client with Custodian from time to time to be held in the Account. Custodian agrees to act as Client's agent for such Property according to the terms and conditions of this Agreement. Custodian shall have no duties or responsibilities with respect to any Special Assets that may be held in this Account from time to time other than to list such other assets as Property of the Account and hold the evidence of ownership thereof. Custodian in its sole discretion may reasonably refuse to accept any Property now or hereafter delivered to it for inclusion in the Account and shall promptly so notify Client and return the Property to Client. 2.2 Power to Enter Agreement. The parties to this Agreement hereby represent and warrant that they have the power to enter into this Agreement; that the Manager has been properly appointed; and that all instructions given to Custodian shall be made in accordance with applicable law and regulation. 3. CUSTODY AND REGISTRATIONS 3.1 Identification of Property. Custodian shall ensure the Property is at all times properly identified as being held for the appropriate Account. Custodian shall segregate physically the Securities from other securities or property owned by Custodian. Custodian shall not be required to segregate physically Securities or other Property held from other securities or property held by Custodian for third parties as custodian or other representative capacity, but Custodian shall maintain adequate records showing the true ownership of the Property. 3.2 Use of Depositories and Sub-Custodians. Custodian may, in its discretion, deposit any Securities which, under applicable law, are eligible to be so deposited in a securities depository or sub-custodian account(hereinto referred to collectively as"Depository") according to Custodian's operational procedures in effect at the time. If Custodian deposits Securities with a Depository, Custodian shall maintain adequate records showing the identity and location of the Depository, the Securities held by the Depository and each account to which such Securities belong. cDMUFG Union Bank,N.A. (2015_0212) 1 of 9 3.3 Use of Nominees. Custodian shall have the right to hold all registered Securities in the name of its nominee, or for Depository-eligible Securities, in the Depository's nominee. 3.4 Delivery of Securities. If Client or Manager directs Custodian to deliver assets, certificates or other physical evidence of ownership of Securities to any broker or other party, other than a Depository employed by Custodian for purposes of maintaining the Account, Custodian's sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by Client or Manager. Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility with respect to the safekeeping and custody of Securities or other Property so delivered. 3.5 Identification of Special Assets. Custodian shall have no duty or obligation to hold, verify or perfect title or ownership to any Special Asset, review or make recommendations as to the disposition of such Special Asset or to authenticate the existence or nature of any Special Asset. 3.6 Delivery of Special Assets. To the extent the Account includes investments in repurchase agreements, non-publicly traded or restricted Securities, or other Special Assets the parties hereto agree that the Client or Manager as the case may be has the sole responsibility to review any governing documents, certificates, documents of title or other instruments concerning the Property for legal validity, suitability, marketability, transferability, perfection of any applicable security interest, adequacy of collateral or any other purpose. Custodian's responsibility is limited to the safekeeping and reporting of such Property. 4. TRANSACTIONS 4.1 Timely Instructions. Client and Manager are responsible for ensuring that Custodian receives timely instructions and/or funds to enable Custodian to effect settlement of any purchase or sale of Securities. If Custodian does not receive such timely instructions or funds, Custodian shall have no liability of any kind to any person, including Client, for failing to effect settlement. However, Custodian shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions and funds. 4.1.1 Use of Institutional Delivery System. Notwithstanding any other language in this Agreement, Custodian may settle all Securities transactions effected by Manager through the use of an institutional delivery system. Custodian may deliver or receive Securities in accordance with appropriate trade reports or statements received through an institutional delivery system without having received written direction directly from Manager. 4.2 Additions to and Withdrawals from Account. Custodian shall make all additions and withdrawals of Securities and other Property to and from this Account only upon receipt of and pursuant to written instructions from Client or Manager. 4.3 Purchase or Sales. Client or Manager from time to time may instruct Custodian regarding the purchase or sale of Securities in accordance with this Section 4.3. 4.3.1 Purchases. Custodian shall settle purchases by charging the Account with the amount necessary to make the purchase and effecting payment to the seller or broker for the Securities. Custodian shall have no liability of any kind to any person, including Client, if Custodian effects payment on behalf of the Account, and the settler or broker specified by Manager fails to deliver the Securities or other Property purchased. Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in examining and verifying the certificates or other indicia of ownership of the Property purchased before accepting them, except with respect to assets described in Section 4.5. 4.3.2 Sales. Custodian shall settle sales by delivering certificates or other indicia of ownership of the Securities, and as instructed, shall receive cash for such sales. Custodian shall have no liability of any kind to any person, including Client; if Custodian exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment. ©MUFG Union Bank,N.A. (2015_0212) 2 of 9 4.4 Depository Settlement. If a purchase or sale is settled through a Depository, Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in verifying proper consummation of the transaction by the Depository. 4.5 Special Assets Settlement. Custodian shall have no duty to undertake collection or similar actions or delivery of any Special Asset according to the instructions provided by Client or Authorized Agent other than the delivery or receipt of funds as instructed by Client or Authorized Agent. 4.6 Income. Custodian shall collect the income when paid on Securities and invest it in the cash management vehicle designated from time to time by Client or Manager. 4.7 Principal. Custodian shall collect principal of Securities when paid on maturity, redemption, sale or otherwise and invest it in that cash management vehicle designated from time to time by Client or Manager. 4.8 Collection Obligations. Custodian shall diligently collect income and principal of Securities which the Custodian has received actual notice in accordance with normal industry practices. However, Custodian shall be under no obligation or duty to take any action to effect collection of any amount if the Securities upon which such amount is payable is in default, or if payment is refused after due demand. Custodian shall notify Client and Manager promptly of such default or refusal to pay. Custodian shall have no duty to file or pursue any bankruptcy claims or class action claims with respect to Account, unless indemnified by Client in manner and amount satisfactory to Custodian, provided however, unless Client directs otherwise, Custodian will use its best efforts to file claims in class actions and pay any recovery to Account, net of Custodian's fees as disclosed in the fee schedule. 4.9 Special Assets Collection Obligations. Custodian shall have no duty or obligation to make demand or take any action to effect collection of any payments that may become due and shall not be required to notify Client or Authorized Agent of any default or refusal to pay. 4.10 Capital Changes. Custodian may, without further instruction from Client or Manager, exchange temporary certificates and may surrender and exchange Securities for other securities in connection with any reorganization, recapitalization or similar transaction in which the owner of the Securities is not given an option. Custodian has no responsibility to effect any such exchange unless it has received notice of the event permitting or requiring such exchange at the office of Custodian's designated agents. 4.11 Fractional Interest. Custodian shall receive and retain all stock distributed by a corporation as a dividend, stock split, or otherwise and in connection therewith, any fractional shares unless otherwise instructed or without authorization to sell. 4.12 Deposit of Monies. If Client is a political subdivision of a state of the United States("State")other than California, Client hereby waives security, if security is required by the laws of the State, for that portion of the total amount of cash held in the Account which is insured pursuant to federal law and Client and Custodian agree that cash held in the Account includes funds held pursuant to Section 4.6 hereof and any moneys which Client instructs Custodian to hold uninvested or to deposit in MUFG Union Bank, N.A deposit accounts or certificates of deposit. If Client is a political subdivision of the State of California, it has either(a) previously entered into a Contract for Deposit of Moneys("Deposit Contract") with MUFG Union Bank, N.A. and a copy of the executed contract is attached hereto; or(b)will execute and deliver to Custodian a Deposit Contract in the form attached hereto. The parties agree that the Deposit Contract shall apply to any moneys deposited by Client with Custodian and any cash held in the Account pursuant to Section 4.6 hereof and any moneys which Client instructs Custodian to hold uninvested or to deposit in MUFG Union Bank, N.A. deposit accounts or certificates of deposit. 5. CREDITS TO ACCOUNT Custodian may as a matter of bookkeeping convenience or by separate agreement with the Client, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest or ©MUFG Union Bank,N.A. (2015_0212) 3 of 9 dividends or other distributions payable on Securities prior to its actual receipt of final payment, therefore, all such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be final until Custodian receives immediately available funds under which applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction. 6. PLEDGE OF SECURITIES Client shall inform Custodian in writing in the event that Client has pledged any Property held in the Account as collateral ("Pledged Collateral")for any loan or advance ("Secured Obligation") made to Client by any lender designated by Client("Secured Party"). Custodian may enter into documentation with Client and/or Secured Party that is acceptable to Custodian, including without limitation a securities account control agreement. Custodian shall segregate and identify Property subject to any such pledge in its records as pledged and otherwise act in accordance with the terms of any such documentation to which it has agreed. 7. OVERDRAFT AND INDEBTEDNESS 7.1 Advance Funds. If Custodian advances funds to or for the benefit of Account in connection with the settlement of securities transactions or other activity in the Account including overdrafts incurred in connection with the settlement of securities transactions, maturity or income payments or funds transfers, Client agrees to reimburse Custodian on demand the amount of the advance or overdraft and, provided such advances or overdrafts are not related to Custodian errors or omissions, all related fees as established in Custodian's published fee schedule, subject to the daily rates published on Custodian's online service. Custodian shall also have the right to utilize any cash in the Account in order to obtain reimbursement hereunder and to set off Custodian's obligations with respect to any deposits or credit balances in the Account against any obligation of Client hereunder. T 2 Repayment. To the extent permissible by applicable law, in order to secure repayment of Account's obligations to Custodian hereunder, Client hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Account's right, title and interest in and to (a) all Accounts in Client's name and the Securities, money and other Property now or hereafter held in such Accounts (including proceeds thereof), (b)each Accounting in respect of which or for whose benefit the advance or overdraft relates and the Securities, money and other Property now or hereafter held in such Accounts, including proceeds thereof. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. Client authorizes the Custodian, in the Custodian's sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon, against any balance of Account standing to the credit of the Client on the Custodian's books. In addition, the Custodian shall be entitled to utilize available cash and to dispose of such Client's Securities to the extent necessary to obtain reimbursement. 8. CORPORATE ACTIONS, PROXIES AND LITERATURE 8.1 Corporate Actions. Custodian shall notify Manager of the receipt of notices of redemptions, conversions, exchanges, calls, puts, subscription rights, and scrip certificates("Corporate Action(s)"). Custodian need not monitor financial publications for notices of Corporate Actions and shall not be obligated to take any action unless actual notice has been received by Custodian. Manager shall have full responsibility for all monitoring, notices, and other actions necessary in connection with Corporate Actions and Custodian shall have no duty to provide notification to Client. Custodian shall take no actions in connection with any such Corporate Actions except upon receipt of appropriate written direction from Manager within the timeframes for response specified in any notices sent by Custodian to Manager. 8.2 Proxies. Custodian shall forward all proxies and accompanying material actually received by Custodian which is issued by any company whose securities are held in the Account to Manager or Client, as directed. 8.3 Corporate Literature. Custodian shall have no duty to forward or to retain any other corporate material received by Custodian for the Account unless required to do so by law. ©MUFG Union Bank.N.A. (2015_0212) 4 of 9 8.4 Disclosure to Issuers of Securities. Unless Client directs Custodian in writing to the contrary, Client agrees that Custodian may disclose the name and address of the party with the authority to vote the proxies of the Securities held in this Account as well as the number of shares held, to any issuer of said Securities or its agents upon the written request of such issuer or agent in conformity with the provisions of the applicable law. 9. INSTRUCTIONS 9.1 Written. All instructions from Client or Manager except those described in Section 4 shall be in writing, and shall continue in force until changed by subsequent instructions. Pending receipt of written authority, Custodian may in its absolute discretion at any time, accept oral, faxed, wired and electronically transmitted instructions from Client or Manager provided Custodian believes in good faith that the instructions are genuine. If oral instructions are received, Client or Manager shall promptly confirm such instructions in writing or by telecopy or other means permitted hereunder. Client will hold Custodian harmless for the failure of Client or Manager to send confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Custodian's failure to produce such confirmation at any subsequent time. Only those individuals as may be designated by Client from time to time are authorized to give instructions as described in this Agreement. 9.2 Reliance on Instructions. Except as otherwise provided herein, all instructions shall be in writing and shall continue in force until changed by subsequent instructions. Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, wired or electronically transmitted instructions from Client or Manager provided Custodian believes in good faith that the instructions are genuine. Further, Custodian may assume that any written or oral instructions received hereunder are consistent with the provisions of organizational documents of the Client or of any vote, resolution or proceeding of the Client's board of directors or the Client's shareholders, unless and until Custodian receives written instructions to the contrary. 10. ACCOUNTING AND REPORTING 10.1 Cost and Nominal Value. Client agrees to furnish Custodian with the income tax cost bases and dates of acquisition of all Property held in the Account to be carried on its records. If Client does not furnish such information for any such Property, Custodian shall carry the Property at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the cost bases and dates of acquisition furnished by Client. Property purchased in the Account shall be carried at cost. 10.2 Valuations. To the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor(including brokers and dealers of Securities and pricing services embedded in Custodian's securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Client understands that certain pricing information with respect to complex financial instruments including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where pricing vendors used by Custodian do not provide information for Securities, or other Property, Client or Authorized Agent may advise Custodian regarding the fair market value of, or provide other information with respect to, such held Securities or Property. If Client or authorized party does not provide such information, Custodian shall use the cost or nominal value for such Securities or Property, solely for administrative convenience. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder and shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any such Security or Property. 10.3 Activity Reports. Custodian shall provide access to Client and Manager and other persons authorized by Client to access advices of securities transactions and other information regarding the Account by means of Custodian's online service. OMUM Union Bank,N.A. (2015_0212) 5 of 9 10.4 Statements. Custodian shall provide Client and Manager Account statements and other reports periodically via paper delivery or electronically by means of the Custodian's online service or as otherwise agreed to by Client and Custodian showing all income and principal transactions and cash positions, and a list of Property. Client may approve or disapprove any such statement within thirty (30) days of its receipt, and, if no written objections are received within the thirty(30)day period, such statement of Account shall be deemed approved. Client acknowledges and agrees that if Custodian's online service is selected, paper statements will be provided only upon request and that the Custodian's online statements, trade confirms and related online communications satisfy all of Custodian's existing legal and contractual obligations to provide statements, reports and confirmations with respect to the Account. Printed trade confirmations for trades effected by the Custodian will be available upon request and at no additional cost. Client and Manager may request printed trade confirmations for other securities transactions from the broker through which they direct such trades. 10.5 Shared Data. For the purpose of operational efficiencies, including trade settlement, proxy voting, trade reconciliation, performance reporting, on-line access and the like, Custodian, upon direction of the Client's appointed Manager, on occasion may send electronic trade, holdings and or client information to third party vendors(TPV)who are agents of the aforementioned Manager. Client's appointed Manager is responsible for any due diligence and monitoring of TPV with whom they have contracted and the Custodian shall have no obligation to do so. 11. USE OF OTHER BANK SERVICES 11.1 Mutual Fund Investments. Client or Manager may direct Custodian to utilize for the Account any mutual fund available in the market as permitted by law. These investment directions may include, but are not limited to, money market mutual funds or long equity and fixed income mutual funds. Such funds may be sub-advised by an affiliate or subsidiary of Custodian and/or for which Custodian may also act as the mutual fund's custodian and/or provide other services for the mutual fund. Client or Manager shall designate the particular mutual fund that Client or Manager deems appropriate for the Account. Client hereby acknowledges that Custodian or its affiliate or subsidiary will receive fees for such services which are in addition to those fees charged by Custodian as agent for the Client's custody Account. 11.2 Interest Bearing Deposits. Client or Manager may direct that assets of the Account be invested in deposits with Custodian as a SWEEP vehicle or other deposit held in Custodian's street name for the benefit of its clients. Such deposits if covered by FDIC insurance will be insured up to the designated value in effect for each beneficial owner. 11.3 Other Transaction Services. Client or Manager may direct Custodian to utilize for the Account other services or facilities provided by Custodian, its subsidiaries or affiliates. Such services may include, but are not limited to, the placing of orders for the purchase or sale of units or shares of any registered investment company including such registered investment companies to which Custodian, MUFG Americas Holdings Corporation, or their subsidiaries or affiliates, manage, provide investment advice, act as custodian or provide other services. If Client or Manager uses UnionBanc Investments Services ("UBIS"), or other brokerage affiliate of Custodian, for the purchase or sale of securities as principal to or from, or the placing of orders for the purchase, sale, exchange, investment or reinvestment of securities, Client authorizes and directs Custodian to accept the confirmation of security transactions received from UBIS as the instructions from Client or Manager contemplated by this Agreement and no further instructions to Custodian shall be required. 11.4 Other Compensation Services. All disbursements from the Account are drawn on an account in the Custodian's or its affiliate's name. Any "float"(earnings from the investment of funds pending negotiation of the disbursement or check) is retained by Custodian or its affiliate as partial compensation for handling such transaction CMUFG Union Bank, N.A. (2015_0212) 6 of 9 12. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES 12.1 Standard of Care. In performing the responsibilities delegated to it under this Agreement, Custodian agrees to exercise reasonable care and shall not be held liable for any damages arising out of Custodian's performance of or failure to perform its duties under this Agreement except to the extent that damages arise directly out of the Custodian's willful misfeasance, negligence or otherwise from a breach of Custodian's standard of care under this Agreement. Custodian shall not be liable for the acts or omissions of(i) any broker or other agent to which Client or Manager has directed any securities transactions or granted discretionary authority. In no event shall either party to this Agreement be entitled to consequential or exemplary damages. In the event of any claim brought by a third party to obtain Account Property, Client agrees to indemnify and defend Custodian against all demands, costs, and liability, including attorneys'fees. 12.2 Investment Authority. Client and Manager shall have sole responsibility for the investment, review, and management of all Property held in this Account. Custodian shall make or settle all purchases, sales, exchanges, investments and reinvestments of the Property held in this Account only upon receipt of, and pursuant to, Client's or Manager's instructions, and shall have no liability for any actions or inactions based on Client's or Manager's directions or lack thereof. Custodian shall have no duty or obligation to review, or to make recommendations for, the investment and reinvestment of any of the Property held in this Account, including uninvested cash. 12.3 Special Assets Due Diligence and Accreditation. Client hereby represents that Client or Client's Authorized Agent has completed such diligence as needed to confirm the value and substance of each and every Special Asset as applicable, including, but not limited to any credit questions relating to the Special Asset. Client hereby certifies to Custodian that Client meets any and all required accreditation or other standards needed to invest in any Special Assets and that no license of any nature or consent by any governmental entity is required in connection with the ownership of any Special Asset. 12.4 Custodian not a Fiduciary. The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, procedure or direction with respect to the Account, but shall perform the ministerial and administrative functions described in the Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by Client or Manager, and the same shall be reflected in instructions to Custodian from Client or Manager. 13. COMPENSATION AND OTHER CHARGES 13.1 Compensation. Custodian's annual fee shall be based on the fee schedule attached hereto, Appendix A, as amended by Custodian from time to time with thirty (30) days advance notice to Client. Fees shall accrue and be taken in arrears as specified on the active fee schedule and charged to the Account unless Client has requested that it be billed directly. However, any fees not paid within sixty (60) days of billing will be charged to the Account. 13.2 Other Charges and Expenses. Custodian is authorized to charge the Account for incidental expenses as well as for the funds necessary for Custodian to complete any purchase or expense, to make any directed disbursement or to take any other action regarding the Account. Custodian shall have no duty to make any purchases, exchanges, or disbursements or to incur any expenses, unless and until the funds necessary to cover the amount of expense are available in the Account. Client and Manager shall ensure sufficient liquidity prior to directing transactions in the Account. 13.3 Manager Fees. Unless otherwise instructed by Client, Custodian is authorized to charge the fees of Manager to the Account and to pay the same to Manager. 14. LIMITED POWER OF ATTORNEY Custodian is hereby granted a limited power of attorney by Client to execute on Client's behalf any declarations, endorsements, assignments, stock or bond powers, affidavits, certificates of ownership or other documents required (i) to effect the sale, transfer, or other disposition of Property held in the Account, (ii)to obtain payment with respect to Property held in the Account, or(iii)to take any other OMUFG Union Bank, N.A. (2015_0212) 7 of 9 action required with respect to the Property held in the Account, and in the Custodian's own name to guarantee as Client's signature any signature so affixed. 15. INDEMNIFICATION As additional consideration for the Custodian's acceptance of this Account and its agreement to act as agent, Client agrees to indemnify and hold Custodian, its officers, directors, employees, agents, successors and assignees harmless from and against any and all losses, liabilities, demands, claims, and expenses, attorneys'fees and taxes (other than those based on Custodian's net income) arising out of or in connection with this Agreement, or out of any actions of Manager, Client or Client's agents which are not caused by Custodian's gross negligence or willful misconduct. This provision shall survive the termination of this Agreement and shall be binding upon each party's successors, assigns, heirs and personal representatives. 16. AMENDMENT AND TERMINATION 16.1 Amendment. This Agreement maybe amended only by a written agreement executed by Custodian and Client. Custodian may from time to time amend service provisions under separate notice within thirty (30)days of written notice. Client will be deemed to accept terms if no written objection is received by Custodian within the 30-day period. 16.2 Termination. This Agreement maybe terminated at anytime by thirty (30) days' prior written notice from one party to the other. Upon termination, Custodian shall have a reasonable amount of time to transfer the Property held in the Account in accordance with the written instructions of Client or Manager, as the case may be. Custodian's fees and costs related to termination, including without limitations, costs for shipping Property held in the Account and costs of re-registering securities, generating reports and accounting for disposition of cash shall be charged to the Account in addition to any outstanding accrued fees and expenses. 16.3 Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors in interest. Without consent of the parties, this Agreement cannot be assigned to any third party. 17. SINGULAR OR PLURAL If more than one person shall execute this Agreement, then where the context permits, singular pronouns shall be deemed to be plural personal pronouns. 18. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement among the parties. All previous agreements and instructions, whether written or oral, between the Custodian and Client are hereby superseded. 19. GOVERNING LAW This Agreement shall be governed by, and construed under, the laws of the State of California. 20. NOTICES 20.1 Mailing of Notices. Except as otherwise specified herein, all notices, requests, demands and other communications under this Agreement shall be signed and in writing and shall be deemed as having been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the fifth (5)day after mailing, if mailed to the party to whom notice is to be given and properly addressed as follows: To Client: City of Palm Springs PO Box 2743 Palm Springs, CA 922623 Attn: Geoffrey Kiehl, Director of Finance and Treasurer ©MUFG Union Bank,N.A. (2015_0212) 8 of 9 Fax: (760) 322-8320 Email: geoffrey.kiehl@palmsprings-ca.gov To Custodian: MUFG Union Bank, N.A. 350 California Street, Suite 2018 San Francisco, CA 94104 Attn: John Fulton Fax: (877)833-8854 Email: John.Fulton@UnionBank.com This Agreement and any amendment, notice or other document required to be signed and in writing under this Agreement may be delivered by personal service or U.S first class mail postage prepaid or via fax, email with an imaged or scanned attachment(such as a .PDF), or similar electronic transmission, with electronic signature through Custodian's online secure messaging service pursuant to security protocols established and agreed by the parties, unless otherwise specified herein. Signatures delivered via fax, email, or similar electronic transmission shall be effective as original signatures in binding the parties and shall be effective upon receipt. 20.2 Change of Addfess. Either party may change the address at which notice may be given by giving ten (10) days' prior written notice of such change to the other party. 21. CONFIDENTIALITY All non-public information and advice furnished by either party to the other shall be treated as confidential and will not be disclosed to third parties unless required by law, except that Custodian may disclose (a) the identity of Client as a client or client reference of Custodian; (b)any information to any government regulator of Custodian or affiliated entities; and (c) any information to Custodian's affiliated entities and product and service providers to the extent necessary to provide the financial products and services under this Agreement. 22. EFFECTIVE DATE This Agreement shall be effective upon the date of receipt and acceptance by the Custodian of Property to fund the Account. BY CLIENT: ACCEPTED: MUFG nio Bank, N.A. By: �I Q /�✓� By: ✓JC Li��%�/C�— M+ CNU Name and Title: DIRec-Lea es f+�^^ r+nse4sv4cAlameandTi : �7o�i�1 / o✓c<i Date: 7 -7 -.z o/ Date: 2 By: By: p Name and Title: Ci w. V H'Z- Name and Title: a C oN U u ate: 7 Date: 7 7dj"-' Ct.eJL- @MUFG Union Bank, N.A. (2015_0212) 9 of 9 UnionBank ACCOUNT PROFILE Global Custody Services To be completed by MUFG Union Bank, N.A. ACCOUNT NUMBER ACCOUNT NAME City of Palm Springs 1. PRIMARY ACCOUNT CONTACT NAME OF CONTACT Robert Burkholder ADORESs --- -- C4Y — STATE ZIP CODE " 3200 E Tahquitz Canyon Way Palm Springs CA 92262 PHONE '" EMAIL 760 323 8223 robert.burkholder@palmspringsca.gov 2. INVESTMENT MANAGER Client has delegated investment authority to the following investment manager(s). if you have more than one investment manager, lease provide additional information on a se areas sheet. NAME OF COMPANY� Not Applicable ADDRESS CITY STATE DPCOOE PWMARY CONTACT EMAIL PHONE FAX I I I DAILY CONTACT EMAIL PHONE FAX SNIFT BIG GOOE 3. SHAREHOLDER DISCLOSURE In accordance with the Shareholder Communication Act of 1985, MUFG Union Bank, N.A.;I IS AUTHORIZED I❑ IS NOT AUTHORIZED to disclose upon request to companies whose securities are held in this Account,Client's or Client's agent's name and address and the holdings in this s Account of securities issued by such companies. Custodian is required by law to provide this information if Client does not object. 4. TAX STATUS TAX IO NUMBER LEGAL DOMICILE-COGNTRY OR STATE 95-6000757 California TAX STATUS TAX REPORTMG REQUIRED? ❑ Taxable ❑ Non-Taxable ❑ Non-Resident Alien m No ❑Yes Type: TYPE OF ACCOUNT ❑ Corporate ❑ Insurance ❑ Personal Trust ❑ Employee Benefit Trust ❑ LLCILPlPartnership ❑ Public Funds ❑ Foundation/Endowment ❑ Mutual Fund—Open and Closed ❑ Other: ©MUFG Union Bank, N.A.(2015_0806) 1 of 3 5. ACCOUNT DETAILS SOURCE OF FUNDING ❑ New 0 Transfer Name of Prior Custodian: BNYMellon COST METHOD—IF HISTORICAL COST IS NOT PROVIDED,ONLY SHOW COST GOI NG FISCAL YEAR END of Clanl does not indicate a date,the default will be 12131) FORWARD_ l'C1o,Id.bnt;tindicateaneption Ihederaull•HIII be FIFO) ❑FIFO ❑LIFO ❑ Average 06/30 ❑Highest ❑Lowest ❑Minimize Gain ❑ Maximize Gain ACCOUNT BILLING ACCOUNT STATEMENTS R Invoice L Direct Charge ❑Account Analysis ❑ Not Applicable ❑ Trade Date ❑� Settlement Date ❑ Both FREQUENCY Client ❑ Online Only ❑ Online and Paper ❑ Monthly ❑� Quarterly Client statements will be provided monthly Please provide billing address: Advisor: ❑ Online Only ❑ Online and Paper City of Palm Springs-ATTN Robert Burkholder FREQUENCY'. Finance Department ❑ Monthly ❑ Quarterly ❑ Annually PO Box 2743 ❑+ Fiscal Holdings Report Palm Springs,CA 92263-2743 Number of Copies: If other,please provide address to send to: HOYJ'dJILLTRADE INSTRUCTIONS BE S=NTI ❑ DTC ID Interface ❑File Upload ❑ OMGEO ❑ SWIFT ❑ Fax ❑ UB Secured Messaging ❑� Other: Email DESIGNATED SWEEP VEHICLE ❑ Sweep Vehicle: Refer to appropriate disclosure for Sweep Vehicle selection ❑ Institutional Trust Deposit Account.Refer to appropriate disclosure ❑ Union Bank DDA Account#: ❑� Not Applicable ❑ Net and wire uninvested cash ❑ Do Not net and wire uninvested cash PROSPECTUS DELIVERY ❑ Investment Manager(address in Section 2) [D Client(address in Section 1) ❑ Other Address(complete if Other selected, or alternate address for Investment Manager or Client) MUTUAL FUND INCOME B CAPITAL GAINS OTHER THAN SWEEP ❑ Take Cash Always ❑ Reinvest Always ❑ Reinvest Income ❑ Reinvest Capital Gains AMORTIZATION/ACCRETION FOR TAXABLE ACCOUNTS ❑ Not Applicable Market Discount Method: OID/DISC Frequency: Taxable Amort Type: Taxable Amort Method: Taxable Amort Frequency: ©MU FG Union Bank,N.A.(2015_0806) 2 of 3 5. ACCOUNT DETAILS _ SOURCE O=FOND'.NG ❑ New ❑ Transfer Name of Prior Custodian: BNY Mellon COST METHOD-R HISTORICAL COST IS NOT PROVIDED.ONLY SHC`N COST GOING FISCAL YEAR END(If Crontaces not indicate a date,the defe it will be 12131) FORWARD. (If Client dces not Indicate an opticn the default will be FIFO.) 06/30 ❑ FIFO [I LIFO ❑ Average ❑ Highest ❑Lowest ❑ Minimize Gain ❑Maximize Gain ACCOUNT BILLING ACCOUNT STATEMENTS [ Invoice❑ Direct Charge ❑Account Analysis L Not Applicable + j g y pp ❑ Trade Dale El Date ❑ Both j FREQUENCY. Client: ❑� Online Only ❑ Online and Paper ❑ Monthly [I Quarterly Client statements will be provided monthly Please provide billing address: Advisor: ❑ Online Only ❑ Online and Paper City of Palm Springs-ATTN Robert Burkholder FRECUENCY: Finance Department ❑ Monthly ❑ Quarterly ❑ Annually PO Box 2743 ❑� Fiscal Holdings Report I Palm Springs,CA 92273-2743 Number of Copies: If other,please provide address to send to: HON WILL TRADE INSTRUCTIONS BE SENT? ❑ DTC ID Interface []File Upload ❑ OMGEO ❑ SWIFT ❑ Fax ❑ UB Secured Messaging Other. Email DESIGNATED SWEEP VEHICLE ❑ Sweep Vehicle: Refer to appropriate disclosure for Sweep Vehicle selection ❑ Institutional Trust Deposit Account:Refer to appropriate disclosure ❑ Union Bank ODA Account#: ❑� Not Applicable ❑ Net and are uninvested cash j ❑ Do Not net and WHO uninvested cash PROSPECTUS DELIVERY ❑ Investment Manager(address in Section 2) 2 Client(address in Section 1) ❑ Other Address(complete if Other selected,or alternate address for Investment Manager or Client) MUTUAL FUND INCOME 6 CAPITAL GAINS OTHER THAN SWEEP ❑ Take Cash Always ❑ Reinvest Always ❑ Reinvest Income ❑ Reinvest Capital Gains AMORTIZATION/ACCRETION FOR TAXABLE ACCOUNTS -3d Not Applicable Market Discount Method: OIDIDISC Frequency: Taxable Amort Type: Taxable Amort Method: Taxable Amort Frequency: 0 MUFG Union Bank,N.A.(2015_0806) 2 of 3 FOREIGN EXCHANGE Does Client intend to execute foreign exchange contracts? n Yes •:+ No Will Client hold foreign assets? If yes.. additional documentation is required. j Yes 17 No 6. CORPORATE ACTIONS Please indicate mho is authorized to act on Corporate Action Information including voting of proxies. NOTE: Contact should have view and re. and OTC Access. C,ngem CTNAME Eh+AIL PHONE FAX Geoffrey S Kiehl geoffrey.kiehl@palmspringsca.gov 760 3238221 POYOER TO VOTE PROXIES ❑+ Client ❑ Advisor ❑ Other If other. please provide the name of organization,contact name.and address below: Email: 7. SPECIAL INSTRUCTIONS PLEASE INCLUDE INFORMATION ON ANY ADDInONAL INTERESTED PARTIES ON THEACCOUNT AND SPECIFY AUTHORITY I ACCEPTANCE BY PRINCIPAL: IMe instruct MUFG Union Bank.N.A.to take actions indicated in this Account Profile. I agree to provide written notification of any changes to these instructions NAME SI ATURE DATE GCeFfAFY -C. /(-/fb'L ,O Y� 7-7 -20/( NAME SIGNATYRE DATE NAVE SIGNATURE DATE ACCEPTANCE BY MUFG UNION BANK,N.A. NAME S:GNATURE DATE ©MUFG Union Bank,N.A.(2015_0806) 3 of 3 Form W'9 Request for Taxpayer Give Form to the (Raw.Deeember2014) Identification Number and Certification requester. Do not Dee of theTreaaury, send to the IRS. ntarnal al Rei Service 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. I N 2 Business name/disregarded entity name,if different from above m City of Palm Springs 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to c o ❑ Individual/sole proprietor or ❑ C Corporation certain entities,not individuals;see 0 p ❑ S Corporation ❑ Partnership ❑ Trustlestate instructions on page 3): d c single-member LLC c' o Limited liabilitycompany.Enter the tax classification C=C corporation,S-8 corporation,P=partnershi ► Exempt payee code(if any) L� o ❑ p y p p p) Exemption from FATCA reporting `p Note.For a single member LLC that is disregarded.do not check LLC;check the appropriate box in the line above for 5 y the tax classification of the single-member owner. code(if any) ac o ❑J Other(see instructions)► Government/Municipality us, - 5 Address(number,street,and apt or suite no.) Requester's name and address(optional) u N PO Box 2743 I 6 City,state,and ZIP code i Palm Springs,CA 92263-2743 7 Llst account num6er(s)here toptlonal) Taxpayer Identification Number(TIN) Enter your T.N in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals,this is generally your social security number( However,for page m resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3. For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN on page S. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 am a U.S.citizen or other U.S.person(defined below):and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions,item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA), and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. Sign Signature of s �! e i��Gr V, Her. us.parson► Date► l /� I General Instructions •Form 1098(home mortgage interest),1098-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. •Form 1099-C(canceled debt) Future developments.Information about developments affecting Form W-9(such •Farm 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release R)is at www.1ragov/fw9. Use Form W-9 only if you are a U.S.person(including a resident alien),to Purpose of Form provide your correct TIN. An individual or entity(Form W-9 requester)who is required to file an information If you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding.See What is backup withholding?on page 2. which may be your social security number(SSNL individual taxpayer identification By signing the filled-out form,you: number IITIN),adoption taxpayer identification number(ATIN),or employer 1.Certify that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an information return the amount paid to to be issued), you,or other amount reportable on an information return.Examples of informati on returns include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1099-INT(interest earned or paid) 3.Claim exemption from backup withholding it you are a U.S.exempt payee.If •Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the •Form 1099-MISC(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA codes)entered on this form(if any)indicating that you are brokers) exempt from the FATCA reporting,is correct.Sae What is FATCA reporting?on •Form 1099-5(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third parry network transactions) Cat.No.10231X Form W-9(Rev.12-2014) to Union Bank FUNDS TRANSFER AUTHORIZATION _- Trust Department DATE 0612712016 1. CLIENT INFORMATION The undersigned ("Client "you", or "your"I and MUFG Union Bank, N.A. ("Bank"I agree that the Bank will provide funds transfer services according to the terms of the Master Funds Transfer Agreement and Security Procedures--Trust IForm 02491-TR), and as specified below. NAtdF AS IT APFFAHS ON YOUR ACCOUNT City of Palm Springs )DRESS AS IT APPEARS ON YOUR ACCOUNT CITY STATE C➢JNTRY ZIP Co[S 3200 E. Tahquitz Way Palm Springs CA 92262 �� TELEPHONE NU"HEft FAC 1 L 'JM9hH 760 323 8223 J 2. LIST OF ACCOUNTS (Line out all unused lines) Designate all accounts you wish to use for funds transfers. Does authorization apply to all current and future sub-accounts Yes n No with the same authorized signers that are created under the umbrella of the current account agreement? ACCOUNT NUMBERS ACCOUNT NAME(S) 280131 City of Palm Springs 3. FUNDS TRANSFER METHOD Requests for funds transfers are subject to the security procedures and other terms and conditions set forth in the Master Funds Transfer Agreement and Security Procedures—Trust(Form 02491-TRI. Initiation Type(Select all that apply) E]In Person Facsimile L Written Iby Mail) SWIFT Telephone(Only available to Portal, NICFU$ and Personal Trust Customers) Email (Instructions are received via the Online Business Center or PDF document attached to the email(password protected document preferred data security)) Transmission Please specify transmission type: Email 4. AUTHORIZED REPRESENTATIVES (Line out all unused lines) Complete this section to designate the individuals who are authorized to initiate funds transfers and receive callbacks. You agree that we may monitor or record telephone conversations with you and your Authorized Representatives. Authorized Representative Signature Call Back Individual Dollar Limit (Printed Name) Telephone Number If blank,then it's unlimited 1 Robert Burkholder 760 323 8223 $ 2 Geoffrey S.Kiehl 760 323 8221 $ 3. x $ 4. x $ 5. x $ If there is only one Authorized Representative, please complete a callback variance letter. Complete the following section to designate the authorized signers for a Third Party Entity as additional Authorized Representatives to initiate funds transfers and receive callbacks. By designating a Third Party Entity in this section, Client hereby authorizes Bank to refer to the list of authorized signers for the designated Third Party on file with the Bank as of the date of receipt of each funds transfer request. Name of Designated Third Party Entity,or N/A Telephone No.: FORM 02341-TH(0720141 eFORM Page t of 2 CLIcNT NAME FROM SECTION t OF PAGC II City of Palm Springs 5.AGREE TO TERMS — Owners and Individuals With Authority Over Client's Account(s) Should Complete This Section. (Line out all unused lines). By signing here, each person agrees to the terms and conditions contained in the Master Funds Transfer Agreement and Security Procedures--Trust (Form 02491-TR) and declares under penalty of perjury that the fallowing is true and correct: (1) 1 am authorized to make this declaration and hold the position (if any) listed next to my name; (2) Each person listed as an Authorized Signer in this "Agree To Terms" section has authority to enter into or change any agreement with the Bank relating to funds transfers on behalf of Client including, but not limited to, authority to add or delete Authorized Representatives and designated accounts; (3) No other person's authorization is necessary to bind the Client for purposes of funds transfers; (4) This authorization supplements all authorizations already in effect; (5) You agree that we may monitor or record our telephone conversations with you and your Authorized Representatives. PRINTED NAME OF AUTHORIZED SIGNER SIGNATURE TITLE Geoffrey S. Kiehl I Director of Finance&Treasurer. 6.RESOLUTION AND CERTIFICATION -- For Secretary of Corporations, Board of Trustees (including for Taft-Hartley Accounts), Unincorporated Associations or Other Entities Only RESOLVED, that the individual(s) listed as an "Authorized Signer" in the "Agree to Terms" section of this Funds Transfer Authorization are hereby authorized to enter into or change any agreement with MUFG Union Bank, N.A. I'Bank") relating to and directing the transfer of funds from the account(s) of the Client, whether in person, in writing, or by means of telephone, electronic transmission, or facsimile, and are further authorized to add or delete designated accounts and Authorized Representatives who may initiate funds transfers and receive callbacks and advices. FURTHER RESOLVED, that this authorization is in addition to any other authorizations in effect and will remain in force until the Bank receives written notice of revocation at the address and manner designated by the Bank. CERTIFICATION: I certify that: (1) I am the Secretary or Assistant Secretary of the Client's or Client's Board of Trustees or member of an unincorporated association or other entity; (21 the resolution printed above is a complete and accurate copy of a resolution duly adopted by the Client's Board of Directors or by the Client's members (if unincorporated) or Board of Trustees; (3) the resolution is in full force and has not been revoked or changed. SIGNATURE—Corooate Serwary or designee from Board of TnisWes or member of uningorporete0 association DATE x NAME—Corporate Secretary or designee from Board of Tro,ttea or member of unincorporated assomatioo MUFG UNION BANK, N.A. OFFICER SIGNATURE (DATE x OFFICER NAME FORM U2341-TR 107;2014,eFORM Page 2 of 2 UnionBank STANDING INSTRUCTIONS FOR FUNDS TRANSFERS Global Custody Services This funds transfer is for(select one). Q Wire ❑Check ❑ACH ❑Transfer toifrom Union Bank DDA# 1. CLIENT ACCOUNT INFORMATION Custody Account Number: Custody Account Name:City of Palm Springs Originator/Client Name:City of Palm Springs Originator/Client Address:3200 E. Tahquitz Way City Palm Springs State CA Zip 92262 2. FUNDS TRANSFER INSTRUCTIONS Wires and ACH: ' Please refer to Union Bank's"Master Funds Transfer Agreement and Security Procedures" for further information regarding our funds transfer services. We must also receive an original,executed"Funds Transfer Authorization'document for the Union Bank Custody Account indicated below before we can act upon these funds transfer instructions. Payee's Bank Name:Bank of America Payee's Bank Address:275 Valencia Avenue,Mail Stop CA7-701-02-54.Brea.CA 92823-6340 Payees Bank ABA Number:0260009593 Payee's Account Number: 14318-82000 Payee's Account Name: City of Palm Springs-Public Funds Checking Payee's Address: City: State Zip (If Account Number is Not Available) Special Instructions/ Further Credit to: Special Instructions/ Account Number: Checks only Payee's Name: Payee's Address: City: State Zip 3. STANDING INSTRUCTIONS FOR PERIODIC TRANSFERS Start Date: Funds To Be Drawn From: ❑ Principal ❑ Income Frequency: ❑Daily ❑ Monthly ❑Quarterly ❑Other: Dollar Amount:5 OR Percentage: % 4. THIRD-PARTY DESIGNATION Complete this section to designate the authorized signers fora Third Party as additional Authonzed Representatives to initiate❑OR❑AND amend disbursement requests made in accordance With these instructions. By designating a Third Party in this section,Client hereby authorizes Bank to refer to the list of authorized signers for the designated Third Party on file With the Bank as of the date of receipt of each disbursement request. Client also certifies that Client has duly authorized the designated Third Party to so act and the Bank shall conclusively rely on that authorization and is instructed to take instructions from the designated Third Party for disbursements. Designated Third Party's Name: Designated Third Party's Telephone: Remarks(If Necessary): 5. CLIENT AUTHORIZATION(S) Client Name:City 77 of Palm Springs Client Name: Signature: Signature: Date: 7 ^7 -;Z 0 I Date: BANK USE ONLY -VERIFICATION AND APPROVAL FOR WIRES AND ACH REQUIRED ACTION(CHECK ONE): ❑Add ❑Change ❑Delete Callback Made To'. Reviewed By: Callback Made By: Approved By Date and Time. Date'. FTA Dated REPETITIVE WIRE NUMBER ASSIGNED A MUFG Untcn Bank,N A (2014_0701) - MUTUAL FUND INVESTMENT DIRECTION to Un1OnBank AND DISCLOSURE STATEMENT FOR DIRECTED ACCOUNTS (non-sweep) Global Trust Services Account(s) Number(s). Account(s)lClient Name: City of Palm Springs Account(s) (Description): ❑ List of Accounts Attached(if checked) Fund Choice: None CUSIP Number: These instructions supersede any previous instructions which pertain to the investment of cash in the above-referenced account(s) ('Account(s)"). DIRECTION MUFG Union Bank, N.A. ("Bank")is hereby directed to invest any available cash for the Account(s)specified above in shares of the above referenced mutual fund (`Fund') and to redeem shares of the Fund to meet the cash requirements of the Account(s). Bank may also be directed in writing from time to time to invest, redeem and exchange shares of the designated Fund for shares of another eligible investment. Mutual Fund Income&Capital Gains(Select One) ❑Take Cash Always 11 Reinvest Always ❑Reinvest Income ❑Reinvest Capital Gains DISCLOSURE Bank has entered into arrangements with unaffiliated mutual funds, including but not limited to shareholder servicing plans and 12b-1 plans, under which Bank may perform various services for the funds. For such services, Bank may be paid compensation up to 50 basis points per annum of the average daily fund balance held by the fund, as further described in each fund's prospectus or statements of additional information ("SAIs"). Of this maximum amount, compensation under 12b-1 plans and shareholder servicing arrangements does not exceed 25 basis points, excluding that received for the following types of services which are not subject to the 25 basis point cap: (i) transfer agent or sub-transfer agent services; (r) aggregating and processing purchase and redemption orders, (iii) providing account(s) statements showing transactions and fund positions; (iv) processing dividend payments; (v) providing sub-accounting services; (vi) forwarding fund communications, including proxies, shareholder reports, dividend and tax notices, and updated prospectuses; and (vii) receiving, tabulating and transmitting proxies. In addition, Bank may receive compensation for its services from a fund distributor or fund affiliate out of its own resources, as further described in each fund's prospectus. Bank may also act as custodian for certain mutual funds and Bank may receive a fee for those additional custodial services based on each fund's average daily net assets and certain transaction activity incurred in connection with those services. Those fees are separate from the compensation disclosed in this statement Bank's ultimate parent company, Mitsubishi UFJ Financial Group, Inc. ("MUFG"), beneficially owns up to 24.9% of the common stock of Morgan Stanley and is represented by two seats on the Morgan Stanley Board of Directors. By directing Bank to use a Morgan Stanley fund there may be some indirect benefit to MUFG. ACKNOWLEDGMENT The undersigned account(s) owner or authorized investment manager('Client`)hereby acknowledges: • Reading the prospectus of the Fund; • Fund's prospectus contains information on the investment objectives, operation and fees for all Fund portfolios; • Neither Bank nor its affiliates has participated in the preparation of the prospectus nor is responsible for its content; • Fund is NOT insured by the FDIC or by any other federal government agency, is NOT a deposit of or guaranteed by Bank or any Bank affiliate, and MAY lose value,including possible loss of principal, • Reading the information in this Disclosure and consents to Bank's receipt of the fees described above, • Bank has not recommended any particular fund, • Bank will rely on the directions contained herein, • Transactions in the Fund will be reported only in Bank's regular periodic accounting,whether delivered in paper form or electronically, as the undersigned has selected in the account(s) agreement. Printed trade confirmations will be available upon request to the Bank and at no additional cost; • Fund may reserve the right at any time to reject or cancel any purchase or sale order in whole,or in part, and at any time may impose restrictions or conditions on short-term trading or on purchases and sales that the Fund considers to be disruptive or excessive as stated in the Fund's prospectus. Client acknowledges that Bank is not responsible for any losses, transaction failures, fees or other charges imposed by or resulting from any restrictions or conditions imposed by Fund or from any other decision or action by Fund, including Fund's decision to reject or cancel any purchase or sale order in whole or in part. GE•oFUCY •r. K/CNc Name of Authorized Signer Name of Authorized Signer D!,efcroA of 74rhtiA.-L Title / Title Signature Signature 7 - � -� 0 �6 Date Date GLOBAL TRUST SERVICES UnionBank CLIENT FOREIGN EXCHANGE DIRECTIONS: PLEASE CHECK ALL THAT APPLY Account Number: ❑ We do not intend to execute foreign exchange contracts through Union Bank's global sub-agent. !tote that investment in markets with controlled currency will require instructions for FX activities through Union Bank's local sub-ayent. ❑ We intend to execute spot foreign exchange contracts under standing instructions through Union Bank's global sub-agent to facilitate repatriation of cash income payments and tax reclamation receipts. Note that all FX tran so ctions for income repatriation will be executed versus USD unless otherwise specified if other,pease specify desired currency using the three character ISO currency code: ❑ We intend to execute foreign exchange contracts of up to 2 days tenor through Union Bank's global sub-agent to support securities trade settlements. ❑ We intend to execute foreign exchange contracts of up to 7 days tenor through Union Bank's global sub-agent to support securities trade settlements. ❑ We intend to execute foreign exchange contracts of up to 7 days tenor directly through Union Bank's Institutional Banking& Markets Group to support securities trade settlements. We understand that all foreign exchange instructions are subject to pricing and service standards outlined in the BNY Mellon FX Standing Instructions Defined Spread Service Level Document (Document).All trade instructions must include a request to execute a foreign exchange in order to authorize an Actionable Trade Request as defined in the Document. Corporate Actions and repatriation of maturities require foreign exchange instructions to authorize an Actionable Trade Request. We understand we will need to arrange for forward foreign exchange contracts(those beyond seven day tenor)directly under a separate agreement with BNY Mellon or with another third party provider. City of Palm Springs By Organization: 11�� C£oFPACY /S. /r/f/rC � ,4r:: j /Z Authorized Signer Signature Date Authorized Signer Signature Date 2015 0811 BNY MELLON The Bank of New York Motion Trust Company.N.A. Account Statement Statement Period 0510112016 Through 0 513 1/2 01 6 Account 280131 CITY OF PALM SPRINGS CLIENT SERVICE MANAGER: Go Paperless.Securely access your account online to view your statements. JACKSONVILLE,FL 32256 Ask your BNY Mellon contact how we can help you access your accounts,enter your own transactions or submit an audit confirmation online.Also be sure to ask how Connect(SM),our new web-based,single sign-on platform can help you go paperless. Visit us at www.bnymellon.com Account Overview Percent of all Investments Asset classification _ _ Market Value 98% FIXED INCOME 29,964,745.00 _2% -1_ CASH AND SHORT TERM _ _802 612.36 --- 100% TOTAL OF ALL INVESTMENTS 30,767,357.36 �!I Summary of Assets Held 'I Asset Classification Markel Value Cost Accrued Income Est Annual income Market Yleld FIXED INCOME 29.96474500 29,997,350.00 75457.23 356,975.00 1.19% CASH AND SHORT TERM 802,612.36 798600 Go 4413.16 12,400.00 1541% ACCOUNTTOTALS 30,767,357.36 30,795,950.00 79,870.39 369,375.00 1.20% Summary of Cash Transactions Current Period Year-to-Date Realized_ Transaction Category Income _ Principal GainslLo ses Income _Principal OPENING BALANCE 230.70 - 230.70 31.25- 31.25 INTEREST 14,675.00 0.00 0.00 121,825.96 0.00 SALES AND REDEMPTIONS 0.00 0.00 a.00 18,125.00 11000,000.00 'i OTHER CASH ADDITIONS 000 3,499,000,00 0.00 000 18.07674667 OTHER CASH DISBURSEMENTS 14.57590- 0.00 0.00 139,950.96- 10,079,197.22 - PURCHASES 0.00 3,499,000.00- coo 199.45- 18,997,350.00 CLOSING BALANCE 230.70 - 230.70 000 230.70- 230.70 The above cash transactions summary is provided for information purposes only and may not reflect actual taxable income or deductible expenses as reportable under the Internal Revenue Coda S I III Page 1 of 6 BNY MELLON Statement Period 0 510112 01 6 Through 0 513112 01 6 Account 280131 The Bank o1 New York Mellon Trust Company,N.R. CITY OF PALM SPRINGS Statement of Assets Held SharesI Market Price Market Value Accrued Income ! Par Value Asset Description Average Cost Cost Est Annual Income Market Yield FIXED INCOME 500.000.000 FEDERAL FARM CREDIT BANKS 99.BB200 499,410 DO 78.13 a 63% CUSIP'.3133EEN48 100.00000 500000.00 3,125 DO MATURITY DATE:05/22/2017 RATE 0.625io MOODY'S Aaa S&P AA. 2 000,000.000 FEDERAL HOVE LOAN MORTGAGE CORP 100.033DO 2.000,660.00 3,944.44 1 00% i CUSIP:3134G3H94 10000000 2.000,000.00 20,000.00 MATURITY DATE:09/20/2017 RATE: 1.000% MOODY'S Aaa S&P AA. �'. 2 000,000 000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 100.00900 2,000,180.00 3,804.44 1,07% CUSIP_3135GOP09 100.00000 2,000,000.00 21,400.00 MATURITY DATE 0 912 712 01 7 RATE:1070V MOODY'S Aaa S&P AA+ 500,000,000 FEDERAL HOME LOAN MORTGAGE CORP 99 96400 499.820 00 2305.56 1.00/a CUSIP:3134G6V75 100,00000 500000.00 5,000.00 MATURITY DATE'. 121l5/2017 RATE r 1.000% MOODY'S Aaa S&P AA, 4.000,000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 99,68600 3987,440.00 13,847.78 1.03% CUSIP:3135GOTV5 100.00000 4,000,000.00 41,200.00 MATURITY DATE:0113012018 RATE:1.030% MOODY'S Aaa S&P AA+ 500,000.000 FEDERAL FARM CREDIT BANKS 99 84100 499,205.00 1,438.19 1 091% CUSIP:3133EEP46 100,00000 500.000.00 5,450.00 MATURITY DATE-0 212 612 01 8 RATE:1.090% MOODY'S Aaa S&P AA, 2,000,000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 100.27700 2,005,540.00 4.827.78 1.10% CUSIP:3136G1EPO 100.00000 2,000.000.00 22,000.00 MATURITY DATE:03/12/2018 RATE:1.100% MOODY'S Aaa S&P AA, 500,000 COO FEDERAL NATIONAL MORTGAGE ASSOCIATION 99.70000 498,500,00 203.13 1,13% CUSIP:3136G2HX8 100.00000 500,000.00 5,625,00 MATURITY DATE:0511 B/2018 RATE'.1.125% MOODY'S Aaa 5&P AA. 2,000,000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 9979900 1,995,93000 572.22 1.03% CUSIP:3135GOXA6 100.00000 2,000,000 00 20.600.00 MATURITY DATE'.05i2112018 RATE:1.030% MOODY'S Aaa S&P AA+ 2,000,000.000 FEDERAL HOME LOAN BANKS 100,05300 2,001,060,00 8,955.56 1.30 CUSIP 313OA6YF8 100.00000 2,000,000.00 26,000.00 MATURITY DATE'.07/27/201 B RATE:1300% e ! 500.000.000 FEDERAL FARM CREDIT BANKS 99.83200 499,160.00 1,559.31 1 03% '. CUSIP:3133EFZNO 9997000 499,85000 5,150,00 MATURITY DATE:02/12/2019 0 RATE:1.030 500,000,000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 99.99000 499,950 00 1.847.22 1 40% 3 ! CUSIP:3136G2YA9 100,00000 500,000.00 7,000.00 MATURITY DATE.1112 612 01 9 RATE'.1400% 1,000,000 000 FEDERAL HOME LOAN MORTGAGE CORP 100.05900 1,000,590,00 5,083.33 1.50% CUSIP'.3134GBGU7 100.00000 1,000,000.00 15,000,00 Page 2 of 6 BNY ME LLON Statement Period 0 510112 01 6 Through 0 5/3112 01 6 Account 280131 The Bank of New York Mellon Trust Company.N.A. CITY OF PALM SPRINGS Statement of Assets Held - Continued Sharesl Market Price Market Value Accrued lncame Par Value Asset Description Average Cost Cost Est Annual Income Market Yield MATURITY DATE:01129/2020 RATE:1.500% 500,000.000 FEDERAL HOME LCAN BANKS 99 68000 498,400.00 1,B29.44 1.48% CUSIP:3130A7DY8 100.00000 500,000.cc 7400.00 MATURITY DATE 010212020 RATE:1.4801/i 1,000,000000 FEDERAL HOME LOAN BANKS Too 03100 1CCD.81D00 4.235.11 1.25A CUSIP:3130A62J5 100.Da00D 1,OD0,coo CD 12.500.00 MATURITY DATE:07/29i2020 - RATE:1 250% MOODY'SAaa 59P AA+ 500,000.000 FEDERAL FARM CREDIT BANKS 99.95100 499.755 00 513,75 1 65 CUSIP:3133EF6C6 100.DOOD0 5CD000.00 8.25D 00 MATURITY DATE 1110412020 RATE:1.650$. 500.000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 700.22900 501.145.00 2.020,83 1.50ib CUSIP:3136G2Y35 100.00000 500000.00 7,500,00 MATURITY DATE.11/24/2020 RATE:1.500% 1 004000.000 FEDERAL HOME LOAN BANKS 100.00800 1.000,080.00 4,236.11 1.25% CUSIP:313OA72CO 100.00000 1.000.000.00 12,500 00 MATURITY DATE:01129/2021 RATE: 1250% 500.000.000 FEDERAL FARM CREDIT BANKS 99 60400 498,020.00 307.22 1,5W/0 CUSIP:3133EGAZB 100.00000 500,000.Do 7,900.00 MATURITY DATE:0211712021 RATE'. 1.580% 500,000 C00 FEDERAL HOME LOAN MORTGAGE CORP 99.73400 498 570.00 1,649.31 1 25% CUSIP:3134G8KU2 100.00000 500,000.00 6,250.00 MATURITY DATE.0212BY2021 PATE: 1.250% 500,000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 99,92300 499615.00 1,319.44 1.00% CUSIP:3136G2YR2 100.00000 500,000,00 5,000.00 MATURITY DATE.0212612021 RATE:1.000'/0 500.000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 99.79100 498,955.00 1,484.38 1.13% CUSIP:3136G2YT8 100,00000 500.000.00 5,625,00 MATURITY DATE:0 2/2612 0 21 RATE.1.125% 500900 OCO FEDERAL HOME LOAN BANKS 99.74000 498,700.00 2,101 39 1 70% CUSIP:3130A7E27 100,00000 500,000.00 8,500.00 MATURITY DATE:0 310 2/2 0 21 RATE: 1.700"% 500,000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 99.88700 499,435.00 1,125.00 1.00% CUSIP:3136G3AV7 100,00000 500,000.Do 5.000.00 MATURITY DATE:03/10/2021 RATE:1.000% 500,000.030 FEDERAL HOME LOAN MORTGAGE CORP 99,99000 499,950.00 1,270.83 1.50% CUSIP:3134GBPC7 100.00000 500,000.00 7,500.00 MATURITY DATE:0313012021 RATE: 1.500% 500,000.0D0 FEDERAL HOME LOAN MORTGAGE CORP 99.92000 499,600,00 1,355.56 160% CUSIP:3134GBQ69 100.00000 500,000,00 8,000.00 MATURITY DATE.0313012021 RATE:1.600% 500.000.000 FEDERAL NATIONAL MORTGAGE ASSOCIATION 99.82400 499,120.00 1,164,93 1.38% CUSIP:3136G3DV4 100.00000 500,000 Do 6,875.00 MATURITY DATE 03/30/2021 RATE:1.375% 500,000.000 FEDERAL HOME LOAN MORTGAGE CORP 99.74800 498740,00 833.33 1.50% CUSIP:3134G8ZV4 100.00000 500,000.00 7.500.00 MATURITY DATE:04CH/2021 RATE: 1.500% i3 1,000,000.000 FEDERAL HOME LOAN BANKS 99.60100 996,010.00 916.67 1 00% CUSIP:3130A7RN7 99.85000 998,500.00 10,000.00 MATURITY DATE'.04/28/2021 RATE:1.000% i Page 3 of 6 BNY ME LLON Statement Period 0 510112 01 6 Through 0 513112 01 6 Accoun1280131 The Bank of New York Mellon Trust Company,N.A. CITY OF PALM SPRINGS - Statement of Assets Held - Continued SharesI blarkat Price Market Value Accrued Income Par Value Asset Description Average Cost Cost Est Annual Income Market Yield 500,000.000 FEDERAL HOME LOAN BANKS 99.81100 499.055.00 104.17 1.25% CUSIP:3130A7WW1 100.00000 500000.00 6250.00 MATURITY DATE.05i25/2021 RATE'. 1250% 500600.000 FEDERAL HOME LOAN BANKS 99.72300 498.615,00 62.50 1.131% CUSIP:3130A88P7 99.80000 499,000.00 5.625.00 MATURITY DATE:05/2512021 PATE:1125% 1,000,000.000 FEDERAL HOME LOAN MORTGAGE CORP 99,43000 994.30D.00 250.00 1.51% CUSIP'.3134G9JW8 100 00000 1,000 000.00 15,00000 MATURITY DATE-05/25/2021 RATE: 1500% 500000.000 FEDERAL HOME LOAN MORTGAGE CORP 99.65500 498275.00 1D4,17 1.25% CUSIP:3134G9KX4 100.00000 500.000.00 5,250,00 MATURITY DATE 0512512021 RATE'. 1.250'/0 Total FIXED INCOME 29,964,745.00 75,457.23 1.19% 29,997,350.00 356,975.00 CASH AND SHORT TERM 200.000000 DISCOVER BK GREENWOOD DEL 26JUL17 100.46980 200,939.60 1,183C1 1.63% CUSIP 254671EQ9 100.00000 200,000,00 3,400.00 MATURITY DATE:07126/2017 RATE.1700% 200,000 000 GE CAP BK INC RETAIL CTF DE 20JUL16 100,12615 200,252.30 983.B4 1.35 CUSIP:36160VV534 100,00000 200,000.00 27D0.00 ..i MATURITY DATE:07/2012016 RATE: 1.350 200,000.000 GE CAP RETAIL BK DRAPER UTA 20JUL16 100.12615 200,252.30 983.84 1.35% CUSIP:36160NQH5 100.00000 200000.00 2700.00 MATURITY DATE.0 7/2 012 01 6 RATE'. 1.350% 200000000 GOLDMAN SAC HS BK USA N EW YO 25JU-17 100.58408 201,168.16 1,262.47 179% CUSIP:38143AXL4 99.30000 198,600.00 3600.00 MATURITY DATE:07/25/2017 RATE:1800% Total CASH AND SHORT TERM 802,612.36 4,413.16 1.54% 798,600.00 12,400.00 ACCOUNT TOTALS 30,767,357.36 79,870.39 1.20% 30,795,950.00 369,375.00 Total Market Value Plus Total Accrued Income 30,B47,227.75 Statement of Transactions Transaction Realze6 Date Transaction Description Income Principal Cost Gamall-oases 05101/16 OPENING BALANCE 230.70- 23D.70 27,296,950.00 05/04/16 Purchase 0.00 500000.00- 500.000.Do D00 FEDERAL FARM CREDIT BANKS RATE:1.650'k MATURITY:I VO4/20 TRADE DATE 05/04/16 SETIDATE 05/04/16 CUSIP 3133EF6C6 500.00000 SHARES 05/04/16 Cash Credit 0.00 500,000.00 0.00 0.00 ORD CUST 1001431882000 CITY OF PALM SPRINGS 3200 TAHQUITZ CA n ORD INST:BANK OF AMERICA IN.N.Y. BRANCH 100 WEST 33RD STRE DETAIL:CUSIP 3133EF6C6 SSN:361464 FTS'.FDC1605043582300 _ 05/04/16 DAILY ENDING BALANCE 230.70- 230.70 27,796,950.00 0-00 05/17/16 Purchase 0,00 500,000.00- 500,000,00 0.00 FEDERAL FARM CREDIT BANKS RATE:1.580%MATURITY:02/17/21 '.. TRADE DATE 05/10116 SET/DATE 05M7/16 Page 4 of 6 BNY MELLON Statement Period 051 Through 05/31/2016 Account 280131 The Bank of New York Mellon Trust Company,N.A. CITY OF PALM SPRINGS Statement of Transactions - Continued Transaction Realized Date Transaction Description Income Principal Cost GainslLosses CUSIP 3133EGAZS 500.000 00 SHARES 05/17/16 Cash Credit 0 03 500.000,00 0,00 000 ORD CUST/001431882000 CITY OF PALM SPRINGS 3200 TAHOUITZ CA ORD INST:BANK OF AMERICA N.A.N.Y. BRANCH 100 WEST 33RD STRE DETAILCUSIP 3133EG.AZ8 FFCB ". SSN:166824 FTS:FDC1605171618200 05117116 DAILY ENDING BALANCE 230.70 - 230.70 28,296,950.00 0.00 05/18/16 Interest 2.812.50 0.00 0.00 0.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION RATE:1.125%MATURITY'.05/18/18 TRADE DATE 05118/16 SET/DATE 05/18,16 CUSIP 3136G2HX8 500.000.00 SHARES 05118116 Cash Debit 2.812.50- 000 C.00 0.00 BANK OF AMERICA,N.A. NY 026009593 CITY OF PALM SPRINGS 1431682000 NET ACTIVITY OF 05/1B/15 05118116 DAILY ENDING BALANCE 230.70- 230.70 28,296,950.00 0.00 05123H6 Interest 1.562.50 0.00 0.00 0.00 FEDERAL FARM CREDIT BANKS RATE:0.625%MATURITY:05/22117 TRADE DATE 05/22/16 SETIDATE 05/22,15 CUSIP 3133EEN4B 500,00000 SHARES 05123116 Interest 10,300.00 0,00 0.00 0.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION RATE.1 030%MATURITY'.05/21/18 TRADE DATE 05/21116 SET/DATE 05/21116 CUSIP 3135GOXA5 2.000.000 00 SHARES I 05/23/16 Cash Debit 11 8625D- coo 0.00 0.00 BANK OF AMERICA,N.A..NY 026009593 CITY OF PALM SPRINGS 1431882000 NET ACTIVITY OF 05/23/16 05123/16 DAILY ENDING BALANCE 230.70- 230.70 28,296,950.00 0.00 05/25/16 Purchase 0.00 500,000,00- 500,000.00 0.00 FEDERAL HOME LOAN BANKS RATE:1.250%MATURITY.05/25i21 TRADE DATE 05110/16 SETIDATE 05/25/16 CUSIP 3/30A7WW1 500.000.00 SHARES 05/25/16 Purchase 0,00 1 000.000,00- 1 D00,000.00 0.00 FEDERAL HOME LOAN MORTGAGE CORP RATE:1.500%MATURITY:05/25/21 TRADE DATE 05/10/16 SETIDATE 05/25/16 CUSIP 3134G9JW8 1,000,000.00 SHARES 05/25116 Purchase 0.00 500,000.00- 500.000,00 D.00 II, FEDERAL HOME LOAN MORTGAGE CORP RATE:1 250%MATURITY:05/25/21 TRADE DATE 05111/16 SET/DATE 05/25/16 CUSIP 3134G9KX4 500,000.00 SHARES 05125/16 Cash Credit 0,00 1,500,000.00 0.00 0,00 n ORD CUST:/001431882000 CITY OF PALM g SPRINGS 3200 TAHOUITZ CA ORD INST:BANK OF AMERICA N A.N.Y. BRANCH 100 WEST 33RD STRE DETAILt3134G9JW8/3130A7WN1 FHLMC/FHLB SSNA72250 FTS:FDC1605251700400 05125116 Cash Credit 0.00 500,000.00 0.00 D.00 I ORD DUST:1DO1431882000 CITY OF PALM SPRINGS 3200 TAHOUITZ CA j ORD INST:BANK OF AMERICA N.A.N.V. N jn Page 5 of 6 BNY MELLON Statement Period 0 510112 01 6 Through 0 513112 01 6 Account 280131 The Bark of New York Mellon Trust company.N-A. CITY OF PALM SPRINGS Statement of Transactions - Continued Transaction Realized Date Transaction Description Income Principal Cost GainslLosses BRANCH 100 WEST 33RD STRE DETAIL'.CUSIP 3134G9KX4 FHLMC SSN.173391 FTS.FDC1605251637700 05/25/16 DAILY ENDING BALANCE 230.70 - 230.70 30,296,950.00 0.00 05/27/16 Purchase 0.00 493000.00- 499,000.00 0.00 FEDERAL HOME LOAN BANKS RATE'.1.125%MATURITY_o5YL5/21 TRADE DATE 05125/16 SETIDATE 05/27/16 CUSIP 3130A8BP7 500,000.00 SHARES 05i27115 Cash Credit 0,00 499.000.00 0.00 0.00 ORD DUST:f001431882000 CITY OF PALM SPRINGS 3200 TAHOUITZ CA ORD INST.BANK OF AMERICA N A.N.Y. BRANCH 100 WEST 33RD STRE DETAIL:RE'.CITY OF PALM SPRINGS ATTN: LAUREN DEHNER 904.645. DETAIL:1918 313OA8BP7 SSN.197449 FTS.FDC 1605271792100 OSl27/i6 DAILY ENDING BALANCE 230.70- 230.70 30,795,950.00 0.00 05/31116 CLOSING BALANCE 230.70- 230.70 30,795,950.00 0.00 Cumulative realized capital gain and loss position from 1 213112 01 5 for securities held in principal of account: Short Term: 2.500.00 Long Tenn: 0.00- The above gain and loss position does not include transactions where tax cost information is incomplete or unavailable. fill I li I I Cash and securities set forth on this Account Statement are held by The Bank of New York Mellon,an affiliate of The Bank of New York Mellon Trust Company,N.A. In addition, The Bank of New York Mellon Trust Company,N.A. may utilize subsidiaries and affiliates to provide services and certain products to the Account Subsidiaries and affiliates may be compensated for their services and productsor The value of securities set forth on this Account Statement are obtained by The Bank of New York Mellon Trust Company,N.A.,from its affiliate,The Bank of New York Mellon whicho determines such values for Corporate Trust on the basis of market prices and information obtained by The Bank of New York Mellon from unaffiliated third parties(including j independent pricing vendors)('third party pricing services"). The Bank of New York Mellon has not verified such market values or infarmabun and makes no assurances as to the accuracy or correctness of such market values or information or that the market values set forth on this Account Statement reflect the value of the securities that can be realized I_ upon the sale of such securities. In addition,the market values for the securities set forth in this Account Statement may differ from the market prices and information for the same securities used by other business units of The Bank of New York Mellon Trust Company,N.A.,The Bank of New York Mellon or their respective subsidiaries or affiliates based upon 'll;: market prices and information received from other third parry pricing services utilized by such other business units. Corporate Trust does not compare its market values with H those used by,or reconcile different market values used by.other business units of The Bank of New York Mellon Trust Company,N.A.,The Bank of New York Mellon or their respective subsidiaries or affiliates. Neither The Bank of New York Mellon Trust Company,N A.nor The Bank of New York Mellon shall be liable for any loss,damage or expense incurred as a result of or arising from or related to the market values or information provided by third parry pricing services or the differences in market prices or information provided L._bryothm t ind party-pricin4'services- u Page 6 of 6 UnionBank ONLINE TRUST & CUSTODY USER ENROLLMENT APPLICATION I am the owner of the Account(s) designated below, or an Authorized Signer for the User's Company and authorized to act on behalf of the Company whose informaton is designated below. As such I hereby apply for a User ID, or authorize Bank to issue a User ID to the User-Applicant designated below, and agree to the terms and conditions of the MUFG Union Bank, N.A. Online Trust & Custody Agreement which are incorporated herein by reference, and to which we all agree to be bound. SECTION 7 - To be completed by all applicants sELEc-ONE CCtTPLZTI USER A PUCANT INFORMATION,SIGN.AND SUBMIT TO UNION BANK. ❑ NEW ❑ MODIF�USER-APPLICANT INFORMATION REQUESTED USER ID(?';N.!,'J'.'CU i AND MAXA'JId OF 32 C-IARACTERSI CTYps8223 FIRST NAVE LAST NAME Robert Burkholder LAN IIAh12(IF APPLICABL) 4JDRE5 CITY STATE ZIP PO Box 2743 Palm Springs CA 92263 EVAIL TEL robert.burkholder@palmspringsca.gov (760)323-8223 -N �U,RcI DATE `ll 06/2912016 G SECTION 2 - To be completed by third party ap licants only COMPANYUSEFUS • • COMPANY NAMc ADDRESS CITY STATE I ZIP AUTHORIZED SIGNER FOR USER'S COMPANY FiaST NAME LAST NAME nT_E TELEPHONE SIGNATURE DATE SECTION 3 - To be completed by all applicants ACCOUNT • • ACCOUNT NUMBER ACCOUNT NAME City of Palm Springs ACCOUNT NU`.IBER ACCOUNT NAME ACCOUNT NUMBER ACCOUNT NA),IE ACCOUNTN'UMBER ACCOUNT NAME ACCOUNT NUMBER ACCOUNT NI ACCOUNT NUMBER ACCOUNT NAME ACCOUNT NUMBER ACCOUNT NAME FORM 01879I Rev.0 IIM,U eFom, USER-APPLICANT INFORMATION REQUESTED USER ID;MI411WUld OF T AND MAXIMUM OF 32 CHARACTFM FIRST NAME LAST NAME CObPAN'PLAN NAME 11F APFf.ICARLE) SECTION 4 - To be com feted by Union Bank on behalf of a licants RELATIONSHIP MANAGER/ADMINISTRATOR APPROVAL ACCOUNT INFOREdATION ACCESS(CHECK APPLICABLE BOXES BELOW) BASIC RETRIEVAL (HOLDINGS & TRANSACTIONS) ADDITIONAL PERMISSIONS STATEMENT VIEW ONLY (Must provide Recipient ID) STATEMENT VIEW AND MANAGE DELIVERY METHOD (Must provide Recipient ID) _. ANTICIPATED CASH REPORT _I CLOSED ACCOUNT INFORMATION CORPORATE ACTION VIEW ONLY CORPORATE ACTION VIEW AND RESPOND SUPPRESSED TRANSACTIONS TRADING PERMISSIONS EXECUTED TRADE INPUT MUTUAL FUND TRADE INPUT (Must provide Trading Limit) Trading limit in U.S. dollars $ _ RELATIONSHIP MA.NAGER'ADMINISTRATDR raAIL CODE TELEPHONE DATF 3ELATIOPISHIP MRNAGEP'ADMINIS-RATOR SIGNATURE ADDITIONAL MANAGEMENT SIGNATURE IA,ra,4edl PROJECT MANAGEMENT& USER SUPPORT USE ONLY A59GNEO USER I❑ COMPANY CIF NUMBER OATS CLIENT NOTIFIED SIGNATURE FORM 01 e]9(Rev.07 2014)eFonl ALMS'°�-z City of Palm Springs a Department of Finance and Treasury 3200 E.Tahquirz Canyon Way • Palm Springs,CA 92262 Tel: (760)323-8229 • Fax:(760)322-8320 • Web:w .palmspringsca.gov Authorized Signature of Government! Municipal / Public Agency The following individual(s) are authorized and empowered to execute and deliver all account documentation to open such bank accounts at Union Bank as may be necessary or appropriate for the conduct of the business in connection with a custody arrangement between Government / Municipal Agency and the Bank. The named individual(s) hereby acknowledge this authorization and each, by affixing his/her signature next to his/her name, indicates his/her agreement. Name iW& Signature Geoffrey S. Kiehl Director of Finance & Treasurer 2.4�' ,00, «t X Only one signature is required ❑ Signatures are required ❑ All must sign The following named individuals have authority to direct the Custodian to settle trades, deliver securities and perform cash movement transactions per written instructions in connection with the duties as Custodian. These individuals hereby acknowledge this appointment and each, by affixing his/her signature next to his/her name indicates agreement: Name Twa Signature Geoffrey S. Kiehl Director of Finance & Treasurer Robert Burkholder Accountant X Only one signature is required ❑ Signatures are required ❑ All must sign / Plr£gT Na Tim AY C(T"� 6LW4L- - IDate/ Post Office Box 2743 • Palm Springs, CA 92263-2743 'ALM Sp �-z cCity of Palm Springs <!' Department of Finance and Treasury 3200 E.Tahquitz Canyon Way • Palm Springs,CA 92262 Tel:(760)323-8229 • Fax: (760)322-8320 • Web:w alms rin sca.gov cot oR REQUEST TO TRANSFER AC�OUN Global Custody Services Date: June 27.2016 To: Tamara Ellis Managing Director Client Financial Management 10161 Centurion Parkway,Jacksonville,FL 32256 Attention: Tamara Ellis Phone Number 909.645.1901 Account Number: 260131 (City of Palm Springs) (Current Institution) Account Name: (Current Institution) To Whom It May Concern: This is to inform you that effective July 1,2016 1 have appointed MUFG Union Bank, N.A. as custodian of the assets currently held at your firm in the account referenced above. You are hereby authorized to transfer this account to MUFG Union Bank, N.A. account number: Please reference this account number on all deliveries in accordance with the attached instructions. Additional Comments: If you have any questions regarding these instructions and /or procedures, please contact the Union Bank Relationship Manager cad Boyd at Can.Boyd@unloobank.com(213)236.7150 Sincerely, Client's Authorized Signature Client's Authorized Signature Post Office Box 2743 0 Palm Springs, CA 92263-2743 10 UnionBank A mernber of MUFG,a global financial croup Deal Usage Agreement -ao without,L,- ,;Si; n .l i:lr-ifi i 1 -. ,... JI r, c it :i and r , c not not -/No -- . .;.,. �Aa — Dliceclort of f/ifrct 7- 7 -�0 /6 ,i Ae- TArwratrc lJnionBank° MASTER FUNDS TRANSFER AGREEMENT AND SECURITY PROCEDURES (TRUST) This Agreement supplements, but does not modify any other agreements vie may have with you. Introduction In this Agreement, 'you' and'your'refer to the funds transfer customer: 'we.''us," Our and"Bank' mean MUFG Union Bank, N.A.The terms and conditions that follow govern: Your rights and responsibilities. as well as ours; the rules that affect funds transfers: our policies for verifying and completing funds transfers. Customer Due Diligence To aid the Bank in complying •,vitin the Bank Secrecy Act and related laws and regulations, we may ask you for specific information regarding the nature of anticipated activity, the sources of your funds.. the purposes of transactions, the relationship you have with persons to whom you send funds and the persons who send funds to you, the anticipated frequency of such transactions,the ultimate beneficiaries of funds you send and receive, and other questions that may help to clarify the nature and purpose of transactions. Security Procedure Definitions Callback:After we receive a funds transfer request, under certain circumstances in conformity with our internal policies and procedures, we will telephone or "callback' a second party whom you have previously authorized to verify the authorization and details pertaining to the funds transfer order request. Repetitive Wire Transfers: Transfers sent to the same account at the same bank that differ only in amount. Upon completion of a Funds Transfer Authorization form,we will assign a Repetitive Payment/ID Number for use with telephone and facsimile requests. For these transfers, we callback only when you first set up the repetitive transfer. When a Repetitive PaymenUlD Number is not used to initiate a transfer within a year, it will expire and can no longer be used. Repetitive PaymenUlD Number: An assigned number used to identify repetitive transfers so that full details are not needed each time. Repetitive Check/ACH Transfer: Checks or transfers sent to the same account at the same bank that differ only in amount. Upon completion of a Funds Transfer Authorization form, we will callback only when you first request the repetitive check or ACH transfer. Funds Transfers: Include payments made by the Bank by wire transfer network, automated clearinghouse, other funds transfer system, including ACH (excluding debit transfers), and check. Authorizing Funds Transfers By signing the Funds Transfer Authorization or acknowledging agreement on a funds transfer order,you permit us to transfer funds and complete reverse transfers/third party drawdowns based on instructions you or someone you authorize gives us. You agree that anyone you allow to transfer funds may act on your behalf, even if this person cannot withdraw funds from your account in other ways. We may monitor or record our telephone conversations with you and your authorized representatives. Requesting Funds Transfers and Security Procedures You or someone you authorize may request funds transfers as follow, depending on your initiation type. You accept responsibility for using a method that is not the most secure option offered b the Bank. P Y 9 P Y Note: Free form e-mail sent outside of the Online Business Center is not an acceptable form of communication to initiate a request to transfer funds. However, a signed directive attached to an email will be treated as if a facsimile instruction. For added protection of your data, it is recommended that any attached files be password protected and in PDF form. FOES;r4?9LT3;::7;-,,.) P=,1 er4 In Person at a Trust Office (most secure method): We may accept funds transfer orders from persons authorized to withdraw funds from your account when the orders are made in person at one of our trust offices. Primary identification must be shown. In writing: All written requests must be signed by an individual listed or designated as an Authorized Representative or Third Party Designee in Section 4 of the Funds Transfer Authorization. We verify requests are signed by an authorized individual and, under certain circumstances in conformity with our internal policies and procedures, will perform a callback to a second authorized individual. Facsimile: Authorized Representatives or Third Party Designees as defined in Section 4 of the Funds Transfer Authorization may request funds transfers by sending a fax to a member of their Relationship Team. We verify that such requests are signed by an Individual designated on the Funds Transfer Authorization and, under certain circumstances in conformity with our internal policies and procedures, will perform a callback to a Callback to a second authorized individual. Telephone: For telephone requests (limited to Personal Trust, PORTAL and NIFCUS customers), we verify that the caller is designated as authorized on the Funds Transfer Authorization and, under certain circumstances in conformity with our internal policies and procedures, will perform a callback to a second authorized individual in conformity with our internal policies and procedures.. Note: By initiating a funds transfer request by email, facsimile or telephone you are using methods that are among the least secure options offered by the Bank. SWIFT: Initiation of funds via the SWIFT network. Customers utilizing the SWIFT network must complete a Funds Transfer Authorization. The security procedure utilizes access codes and passwords. Transmission: Customers who have executed a Funds Transfer Authorization may request funds transfers be transmitted in various formats and protocols and using a password to authenticate the file. You may select one or more of the above methods when you set up your funds transfer service. If you later wish to change the way you request funds transfers, we will send you a new Funds Transfer Authorization form to complete and return. It can take up to 10 business days before you may use the new method(s)while we are making the changes. Until we notify YOU, you will still be able to use your existing method(s)for requesting funds transfers. Our security procedures will not detect any errors you make, and we will rely on information you give us when making transfers. Keeping Funds Transfers Secure We maintain certain security procedures described beginning on page 1.You agree to to be bound by a funds transferorder whether or not authorized. issued in your name and accepted by us in good faith and in compliance with the security procedure outlined above. Processing WireIACH Funds Transfers We will use our best efforts to transfer funds the same day if: • you make your request when our funds transfer transmission facility is open, and • we receive and can authenticate your instructions, or in cases of reverse wires instructions we receive on your behalf, before our cutoff time(which we may change without prior notice). If you identify the beneficiary or a bank for a funds transfer using both a name and an account or other ID number, we and subsequent banks involved in the transfer may use the number alone to complete your funds transfer request. We are not responsible if the name and the number do not agree. We use a variety of facilities to make funds transfers. Unless you instruct otherwise, we will use one or more of the following fund transfer systems: • Fed Wire System (Fedwire) • Society for World-Wide Interbank Financial Telecommunications (SWIFT) • Clearing House Interbank Payments System (CHIPS) • Any correspondent bank or bank we consider suitable under the circumstances or where a bank has closed or merged. • Payment by check if wire or ACH not specified. You accept and agree to the rules of the funds transfer payment system we, the beneficiary bank, and any intermediary bank may use. You agree to pay us the current fees for funds transfers established in our published fee schedules. VVe may change our fees by providing you with prior notice. Changing or Recalling Funds Transfers If you wish to cancel or change an instruction after we receive it, is will use reasonable efforts to comply with your request. We cannot guarantee that we will be able to do so.You agree that we are not responsible if we do not cancel or change your instructions. You acknowledge and agree that the Bank may deduct from your account or from t'ne amount of the transfer any additional charges that may apply to cancel or change an instruction. Sending Funds Outside the United States If you request that United States Dollars (USD) be sent to a foreign country, payment may instead be made in currency of the foreign country. We vdill calculate your payment based on the buying rate of exchange of the foreign currency on the date of the payment.The exchange rate will include a spread to us for making the exchange. Funds transfers may also be made from your foreign country currency deposit account. If your transfer is returned, you agree to accept the refund in United States Dollars. We will calculate your refund based on the buying rate of exchange of the foreign currency on the date of the refund. The exchange rate will include a spread to us for making the exchange. You agree to accept this amount as a full refund. even if it is less than the original amount we transferred.You also agree to pay us any other charges and expenses we incur either as a result of a USD or foreign currency funds transfer. International Beneficiary Account Numbers. Mexican banks require an eighteen digit Cleve Bancarla Estandarizada (CLABE)account number. Other international countries require that a International Bank Account Number([BAN)must be provided. Both the CLABE and IBAN can only be obtained from the beneficiary. Sending a wire without the SWIFT BIC, International routing number, IBAN or CLABE may result in the wire being returned and the assessment of additional fees. Funds Transfers via Check Where a funds transfer order is executed by means of a check, we will use our best efforts to process a check request that is received before our cutoff time, however the check may not necessarily be mailed the same day Confirming Your Funds Transfer Confirmation of your funds transfer activity will appear on your account statement(s). You agree to review them and to notify us immediately of any errors, unauthorized transactions or irregularities. Rejecting Funds Transfers We may decide to reject any instructions we cannot verify or believe are unauthorized. If we cannot verify your funds transfer instructions to our satisfaction,you agree that we are not responsible if we do not execute your instruction. If you do not have sufficient funds available in your account(s)with us, we may, but are not required to, complete funds transfers you request. In such cases, you agree to pay us immediately for the amount of any overdraft incurred and for any related fees. Intermediary Bank Fees Union Bank may charge fees for sending or receiving a funds transfer. You acknowledge and agree that the Bank may deduct its fees from your account or from the amount of the transfer. You further acknowledge and agree that intermediary banks may deduct their fees from the amount of the transfer that they process (whether an outgoing or incoming transfer) and that a portion of such fees may be shared with the Bank.You authorize the Bank and such intermediary banks to deduct such fees, and you further authorize the Bank to share in such fees with such intermediary banks, as described above. Limiting our Liability Subject to the provisions of the California Commercial Code, we are not responsible for any loss, expense or liability related to: • delay, inaccuracy, mis-execution, events, persons, or causes not within our reasonable control •failure of others to accept payment • subsequent wrongful dishonor resulting from our acts or failure to act • accidents, strikes, fire, flood, war, riot, equipment failure, acts of third parties or acts of God If we have met our obligations under this Agreement,you agree to indemnify and hold us harmless against any claim related to this Agreement or our performance of funds transfer services. You agree that any liability we have in connection with this Agreement will be limited to direct loss to you, if any, plus interest. We make no warranty that the intended recipient of your funds transfer will receive the funds transferred. We are not liable for incidental, consequential. indirect, punitive or special FORMC24W-TR i17%20t4� a ae2ofs damages that arise from this Agreement or relate to our making funds transfers. Changing or Terminating this Agreement We may change, delete, add to, or terminate this Agreement at any time if we provide you with notice. Any amendment or termination will only affect your or our rights and obligations for fund transfers that occur after the effective date of amendment or termination. You confirm your acceptance of the new terms by continuing to request funds transfers. WAIVER OF RIGHT TO JURY TRIAL; DISPUTE RESOLUTION BY JUDICIAL REFERENCE If you encounter a problem with a funds transfer, we ask that you bring it to our attention immediately. In most cases, a telephone call will quickly resolve the problem in an informal manner. If a dispute cannot be resolved informally, either you or the Bank may file a lawsuit. Disputes--Account Administered at a Banking Office in California If your account is at a banking once in California, the following applies: All claims, causes of action, or other disputes concerning this Agreement (each a 'Claim'), including all questions of law or fact relating thereto,shall, at the written request of any Party, be determined by Judicial Reference pursuant to the California Code of Civil Procedure. The Parties shall select a single neutral Referee, who shall be a retired state or federal judge. In the event that the Parties cannot agree upon a Referee.the Referee shall be appointed by the Court.The Referee shall report a Statement of Decision to the Court. Nothing in this paragraph shall limit the right of any Party at any time to exercise self- help remedies.foreclose against any collateral, or obtain provisional remedies. The Parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The Parties acknowledge that a jury will not decide the claims. Disputes--Account Administered at a Banking Office in Any State Other than California If your account is at a banking office in Oregon, Washington, or any state other than California, the following applies: To the maximum extent permitted by law,you and the bank intentionally and deliberately give up the right to a trial by a jury to resolve all claims, causes of action, or other disputes concerning this Agreement(each a "Claim"), including all questions of taw or fact relating thereto. If the waiver of jury trial set forth above is not enforceable for any reason, then the Parties hereby agree that all Claims including all questions of law or facts relating thereto, shall, at the written request of any Party, by determined by Judicial Reference pursuant to the applicable statues of the state in which the banking office holding the account is located. The Parties shall select a single neutral Referee, who shall be a retired state or federal judge. In the event that the Parties cannot agree to a Referee, the Referee shall be appointed by the Court. The Referee shall report a Statement of Decision to the Court. Nothing in this paragraph shall limit the right of any Party at any time to exercise self-help remedies, foreclose against any collateral, or obtain provisional remedies. The Parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. The Parties acknowledge that a jury will not decide the claims. ADDITIONAL TERMS Headings: Headings are included for reference only and are not part of this Agreement. Waiver: Waiver of any of the provisions of this Agreement will not constitute a waiver of other provisions. Agreement clauses stand alone: All the provisions of this Agreement can exist independently of each other. If any provision is held invalid or unenforceable, all remaining provisions will continue to be valid and enforceable. Non-Assignability: This Agreement is made exclusively for the benefit of you and us. You may not assign this Agreement without our written consent, Choice of law: This Agreement is made under and governed by the laws of the State of California or the laws of the state in which the banking office holding the account is located, as the case may be. ....x'_"1'-11 ryb2111, -tye E pf 4 UB Cut- Us Internal UB Internal Bank Deposit S&P 2loody's Off(PT) Ticker CUSIP Union Bank Institutional Trust Deposit Account' ("ITDA") A-1 P-1 3:00 pm ITDA1 6099911A2 U8 Cut- Money i1arket Funds'- S&P ?rtoorYe. Off(PT) Ticker CUSIP Dreyfus Government Cash Management#289 AAAm Aaa-mf 1:30 pm DGCXX 262006208 ' Institutional Shares Federated Government Obligations Fund#5 AAAm Aaa-mf 1:30 pm GOIXX 60934N104 Institutional Shares Fidelity Institutional Money Market AAAm Aaa-mf 1:30 pm FIGXX 31 61 751 08 Government Portfolio #57 Class I Invesco Government&Agency Portfolio#1903 AAAm Aaa-mf 1:30 pm GPVXX 825252877 Private Class Morgan Stanley Government Portfolio#8302 AAAm Aaa-mf 1:30 pm MVRXX 61747C707 Institutional Share Class BlackRock Treasury Trust #62 AAAm Aaa-mf 11:00 am TTTXX 09248U551 Institutional Shares Dreyfus Treasury Prime Cash Management#761 AAAm Aaa-mf 11:30 am DIRXX 261941108 Institutional Shares Morgan Stanley Treasury Securities Portfolio#8305 AAAm Aaa-mf 11:30 am MSUXX 61747C525 Institutional Share Class BlackRock T-Fund#60 AAAm Aaa-mf 2:00 pm TSTXX 09248U718 Institutional Shares Dreyfus Treasury&Agency Cash Management#521 AAAm Aaa-mf 1:30 pm DTRXX 261908107 Institutional Shares Federated Treasury Obligations Fund#398 AAAm Aaa-mf 1:30 pm TSTXX 60934N872 Service Shares Invesco Treasury Portfolio#1933 AAAm Aaa-mf 1:30 pm TPFXX 825252109 Private Class NOTE to Union Bank Global Trust Services clients: If you have questions about specific funds,please contact your account administrator. The Union Bank ITDA is an interest bearing Union Bank deposit account.The Institutional Trust Deposit Account(ITDA)is an investment vehicle that offers attractive market rates,no transaction fees,no limits or deposits,and easy online access through Online Trust&Custody,our comprehensive lveb-based service that gives account holders essential asset and transaction data.It is insured up to FDIC limits.The ratings listed for the ITDA are the S.P and Mocdy's Short Term Issuer ratings for MUFG Union Bank.N.A.as of T213112015. ' the money market fund information provided herein was obtained from iMoneyNet and not MUFG Union Bank,N.A.(Union Bank)or any of its affiliates. The information provided by iMoneyNet has been obtained from the fundsthemselves. While carefully screened,the accuracy of the information cannot he guaranteed.Data points provided by iMoneyNet:Current Exit Rat per iMoneyNet,I-Day Yield.7-Day Yield,30-Day Yield,S&P Rating.Moodys Rating,Fitch rating.NAIC approval, Total Portfolio Assets(MM). 1 Day Yield.7-Day Yield,30- Day vied,,and Total Portfolio Assets(MM)are provided by the fund companies on a daily basis. Should you have any questions regarding the information or your account,please contact your Relationship Manager. UnionBank WEBSITE LINKS TO FUND PROSPECTUSES Global Custody Services BlackRock https7lwww.blackrock com/cash!institutional/en-usfirr:estment-so!utlons/blackrock-liquidity-funds Dreyfus httos:Hinstitutional.dreyf is.comidocumentslcomp Fig ncedocs/prospectus/annual/0288 ins.pdf Federated Investors—Government Obligations http:Ns+rvw.federatedinvestors com/FII/mutualfundsloverview.do Fidelity Investments https://fiiscontent.fidelity.com/B-CIMMI.pdf Invesco https:li'www.invesco.com/portali'site!us/template.PAG 6Iinvestors/prospectus/?iavax.portlet.tpst=73a4d75ec32b 7ed9f2e45c647dlffba0&iavaxportlet.prp 73a4d75ec32b7ed9f2e45c647d1ffba0 FilterList=DOCUMENT%252 FFCLASS SHARE CLASS%2526PRIVATE&iavax.portlet.prp 73a4d75ec32b7ed9f2e45c647dlffba0 action=l NSTITUTI0NAL%20MONEY%20MARKET&iavax.port let.prp 73a4d75ec32b7ed9f2e45c647d1ffba0 FilterGGA =Ar%20&iavax.portlet.prp 73a4d75ec32b7ed9f2e45c647dlffba0 FilterList2=&iavax.portlet.prp 73a4d75ec32 b7ed9f2e45c647d1ffba0 viewType=&iavax.portlet.beg CacheTok=corn.vignette.cachetoken&iavax portlet end ach eTok=com.vign ette.cachetoken Morgan Stanley http://vnvw.moroanstanley.com/msim/portal/site/US.!tempIate.PAGE/?msimPageTitle=iitprospreports us li&u=7 ba38302674b91cb03f917103207e009 Nationwide http://www.n ationwide.com/financia I/advisor-m utual-funds-prospectuses.isp?N WO S S=prospectus&N WO SSPos=3 SEI http://wvAv.seic.com/sweep/CMS-F-001.pdf 0 2016 MUFG Union Bank, N.A (2016_0218) UnionBank SECURITIES AND CASH DELIVERY INSTRUCTIONS Institutional Trust & Custody Services Effective May 14, 2015 Please contact your account administrator for additional information regarding foreign issues held at agent banks and settlement of foreign currency by third party brokers. WIRE FUNDS TO: FEDERAL RESERVE BANK: MUFG Union Bank, N.A. FRB BGg76le securities only: Swift BIC: BOFCUS33MPK UNION BK LA/TRUST Monterey Park, CA 91755 ABA#: 122000496 TRUSF Branch 09569 For Credit to Trust Account ATTN: Domestic Custody # ABA# 122000496 For Credit to Trust Account#: MUTUAL FUNDS HELD BY AGENT (Insert Trust account#in the'BNF_ID"or Beneficiary ID fielo) Re-registration Instructions: Trust Account Name: Union Bank TR Nominee FBO: (Client Name) (Account Number) DTC ELIGIBLE TRADES P.O. Box 85484 MUFG Union Bank, N.A. San Diego, CA 92186 DTC Participant 2145 TAX ID#33-0566999 For Credit to Trust Account# ACATS/Mutual Funds DTC#2145 Agent Bank ID#27978 619-230-3001 (Deliveries) Institutional ID #15810 619-230-3184 (Receives) PHYSICAL SECURITIES SETTLEMENTS TIME CERTIFICATES OF DEPOSIT RECEIVE FREE Re-registration Instructions: MUFG Union Bank Union Bank TR Nominee Attn: Transitions Department F/B/O 350 California Street, 8" Floor P.O.Box 85484 San Francisco, CA 94104 San Diego, CA 92186 Use Tax ID#33-0566999 PHYSICAL SECURITIES SETTLEMENTS DELIVER VS. PAYMENT EUROCLEAR ISSUES 570 Washington Blvd A/C: 91770 Mellon Bank, N.A. Jersey City, NJ 07310 FFC: Mellon Bank, N.A. SWIFT BIC: Attn: Central Delivery—5" Floor BSDTUS33GBL Ref: Union Bank -#2145 For Credit to account#: Please Request from your relationship Manager ACATS/SECURITIES DTC Participant 2145 Please contact your Trust Officer for additional Phone 415-705-7480 (Deliveries) information regarding foreign issues held at Phone 415-705-7481 (Receives) agent banks and settlement of foreign currency General Inquires on ACATS: by third party brokers. Phone 415-705-7411 SEND CHECKS TO: MUFG Union Bank, N.A. ATTN: Global Custody Services For Credit to Account#: 350 California Street, Suite 2018 San Francisco, CA 94104