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00 Agenda packet 2023-03-23
CITY OF PALM DESERT PALM DESERT CITY COUNCIL (CC), SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (SA), AND HOUSING AUTHORITY (HA) MEETING (HYBRID MEETING) 73-510 FRED WARING DRIVE PALM DESERT, CA 92260 REGULAR MEETING AGENDA Thursday, March 23, 2023 2:30 p.m. Study Session 3:30 p.m. Closed Session 4:00 p.m. Regular Session Pursuant to Assembly Bill 2449, this meeting may be conducted by teleconference. There will be in-person access to the meeting location. WATCH THE MEETING LIVE: Watch the City Council meeting live at the City’s website www.cityofpalmdesert.org, under the “Council Agenda” link at the top of the homepage, or on the City’s YouTube Channel. OPTIONS FOR PARTICIPATING IN THIS MEETING: Attend the meeting in our Council Chamber at the Palm Desert Civic Center, 73-510 Fred Waring Drive, Palm Desert, CA 92260. To participate by email, internet, or phone, please see the detailed instructions on the last page of this agenda. AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 2 of 9 3:30 P.M. CLOSED SESSION CALL TO ORDER PUBLIC COMMENT FOR CLOSED SESSION ITEMS ONLY: This time has been set aside for members of the public to address the City Council on items contained only on the Closed Session Agenda within the three-minute time limit. Speakers may attend in person or utilize one of the three options listed on the last page of th is agenda. RECESS TO CLOSED SESSION CLOSED SESSION AGENDA A. Closed Session Meeting Minutes: February 15, 2023, and February 16, 2023 B. Conference with Real Property Negotiator pursuant to Government Code Section 54956.8: 1. Property Description: 73-710 Fred Waring Drive Agency: City of Palm Desert City Negotiator: Todd Hileman/Chris Escobedo/Eric Ceja Negotiating Parties: Coachella Valley Association of Governments Under Negotiation: Price and Terms C. Conference with Legal Counsel regarding Significant Exposure to Litigation pursuant to Government Code Section 54956.9(d)(2): Two (2) matters that, under the existing circumstances, the City Attorney believes create significant exposure to litigation. 4:00 P.M. REGULAR MEETING ROLL CALL PLEDGE OF ALLEGIANCE: Mayor Kelly INSPIRATION: Mayor Pro Tem Quintanilla REPORT OF CLOSED SESSION: City Attorney Hargreaves AWARDS, PRESENTATIONS, AND APPOINTMENTS A. PROCLAMATION – WATER CONSERVATION MONTH B. PROCLAMATION – WOMEN MAKING HISTORY AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 3 of 9 CITY MANAGER COMMENTS MAYOR/COUNCILMEMBER REPORTS AND REQUESTS FOR ACTION NONAGENDA PUBLIC COMMENTS: This time has been set aside for the public to address the City Council on issues that are not on the agenda for up to three minutes. Speakers may attend in person or utilize one of the three options listed on the last page of the agenda. Because the Brown Act does not allow the City Council to act on items not listed on the agenda, members may briefly respond or refer the matter to staff for a report and recommendation at a future meeting. 1. CONSENT CALENDAR: All matters listed on the Consent Calendar are considered routine and may be approved by one motion. The public may comment on any items on the Consent Agenda within the three-minute time limit. Individual items may be removed by the City Council for a separate discussion. A. APPROVAL OF CITY COUNCIL, SUCCESSOR AGENCY, AND HOUSING AUTHORITY MINUTES RECOMMENDATION: Approve the Minutes of March 9, 2023. B. APPROVAL OF WARRANTS RECOMMENDATION: Approve warrants issued during the period of March 2, 2023, and March 10, 2023. C. APPLICATION FOR ALCOHOLIC BEVERAGE CONTROL LICENSES FOR GROCERY OUTLET INC, 72675 HIGHWAY 111, PALM DESERT RECOMMENDATION: Receive and file the application for Alcoholic Beverage License for Grocery Outlet, Inc. D. LETTER CALLING FOR RECONSIDERATION OF THE CLOSURE OF CHUCKAWALLA VALLEY STATE PRISON IN BLYTHE, CALIFORNIA RECOMMENDATION: Authorize the Mayor to sign a letter calling for reconsideration of the closure of Chuckawalla Valley State Prison in Blythe, California. E. LETTER REGARDING SALTON SEA MANAGEMENT PROGRAM RECOMMENDATION: Authorize the Mayor to sign a letter regarding the Salton Sea Management Program. AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 4 of 9 F. RECEIVE AND FILE LETTERS OF SUPPORT FOR THE UNIVERSITY OF CALIFORNIA, RIVERSIDE, COMMUNITY PROJECT FUNDING REQUESTS FOR CRITICAL MINERALS CHARACTERIZATION AND MICROGRID LIVING LABORATORIES AT THE PALM DESERT CAMPUS RECOMMENDATION: Receive and file the letters of support for the University of California, Riverside, Community Funding Requests for Critical Minerals Characterization and Microgrid Living Laboratories at the Palm Desert campus. G. UPDATE ON UNITE PALM DESERT FORGIVABLE LOANS AND REQUEST TO FORGIVE LOAN REPAYMENT FOR RECIPIENTS IN DEFAULT DUE TO UNFORESEEN CIRCUMSTANCES RECOMMENDATION: 1. Forgive loan repayments for Unite Palm Desert Loan recipients in default due to unforeseen circumstances. 2. Authorize the City Manager to approve such forgiveness. H. APPROVE AMENDMENT NO. 1 TO EXTEND CONTRACT NO. C36120 FOR LANCE, SOLL & LUNGHARD, LLP, TO PERFORM PROFESSIONAL AUDITING SERVICES FOR THE FISCAL YEAR ENDING JUNE 30, 2023 RECOMMENDATION: 1. Approve Amendment No. 1 to Contract No. C36120 with Lance Soll & Lunghard , LLP, to extend the term through June 30, 2024, for the FYE June 30, 2023 , Audit Services. 2. Authorize Finance Director to negotiate other services that may be necessary during the extended period. 3. Authorize the City Manager to approve and execute amendment and any other documents necessary to effectuate the contract. I. AWARD OF CONTRACT TO PFM ASSET MANAGEMENT FOR INVESTMENT MANAGEMENT AND ADVISORY SERVICES RECOMMENDATION: 1. Award contract, in substantial form, to PFM Asset Management to provide investment management and advisory services for a term of three (3) years with an option to renew for two (2) additional one-year periods based on satisfactory performance. 2. Authorize the City Manager or designee to negotiate and/or take any necessary actions to facilitate the agreement, to execute the agreement and any documents necessary to effectuate the action taken herewith. AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 5 of 9 J. AUTHORIZE AND AWARD AN ADDITIONAL CONSTRUCTION MANAGEMENT SERVICE PROVIDER, MAAS COMPANIES, INC., IN AN AGGREGATE AMOUNT NOT TO EXCEED $11,739,394 RECOMMENDATION: 1. Authorize and award an additional construction management service provider, MAAS Companies, Inc., to support the completion of capital improvement projects. 2. Authorize the City Manager to execute said agreements and subsequent task orders. 3. Direct the City Attorney, Director of Finance and Director of Public Works to review annual expenditures and performance of the vendors under said Agreements. K. APPROVAL OF EXPENDITURES FOR THE PALM DESERT 2023 INDEPEND ENCE DAY CELEBRATION RECOMMENDATION: 1. Pre-approve and authorize expenditures in an amount not to exceed $80,000 from the FY 2023/24 Budget for production of the 2023 Independence Day Celebration event. 2. Approve contract with Pyro Spectaculars, Inc., in substantial form for the fireworks display in the amount of $49,810 and authorize the City Manager to execute same . 3. Authorize the City Manager to execute any ancillary vendor contracts associated with production of the celebration, with the remainder of the requested $80,000, in a total amount not to exceed $30,190. L. DECLARE LISTED ITEMS AS SURPLUS PROPERTY AND AUTHORIZE STAFF TO DISPOSE AS NECESSARY RECOMMENDATION: Declare specified office furniture items and outdated surveyor equipment as surplus property and authorize staff to dispose as deemed necessary. M. CONSIDER REQUEST BY JULEEN MCELGUNN TO APPROVE FEE WAIVER REQUEST FOR HISTORICAL SOCIETY ANNUAL PICNIC RECOMMENDATION: Consider request by Juleen McElgunn to approve fee waiver for Historical Society Annual Picnic at Civic Center Park including a temporary waiver for Section 11.01.140 (Amplified Sound in City Parks) of the City of Palm Desert Municipal Code. AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 6 of 9 N. AUTHORIZE THE USE OF LOWE’S HOME CENTERS, INC., HOME DEPOT U.S.A., INC., HD SUPPLY FACILITIES MAINTENANCE, AND THE SHERWIN -WILLIAMS COMPANY, FOR PURCHASE OF MATERIALS, SUPPLIES, AND APPLIANCES FOR PALM DESERT HOUSING AUTHORITY PROPERTIES FOR FY 2023/2024 (HA) RECOMMENDATION: 1. Authorize the use of Lowe’s Home Centers, Inc. for the purchase of materials, supplies, and appliances pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $220,000 (includes approximately $115,000 for the purchase of appliances and approximately $105,000 for materials and supplies). 2. Authorize the use of Home Depot U.S.A., Inc. for the purchase of materials and supplies pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $45,000. 3. Authorize the use of HD Supply Facilities Maintenance for the purchase of materials and supplies pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $250,000. 4. Authorize the use of The Sherwin-Williams Company for the purchase of paint and supplies pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $75,000. 5. Authorize the disposal and recycling of inefficient, da maged, obsolete, and non- functioning appliances as appropriate in accordance with EPA standards and declare as surplus at the time of removal from the properties. O. APPROVE AMENDMENT NO. 4 TO CONTRACT NO. C40520 WITH MICHAEL BAKER INTERNATIONAL, INC., OF PALM DESERT, CALIFORNIA, IN AN AMOUNT NOT TO EXCEED $495,500 RECOMMENDATION: 1. Approve Amendment No. 4 to Contract No. C40520 with Michael Baker International, Inc., of Palm Desert, California, in an amount not to exceed $495,500. 2. Appropriate $400,000 from Un assigned General Fund Reserve monies to Account No. 1104300-4301000. 3. Authorize the City Manager or their designee to execute said amendment. P. APPROVE AMENDMENT NO. 2 TO CONTRACT NO. C41380 WITH KIMLEY -HORN AND ASSOCIATES, INC., OF INDIAN WELLS, CALIFORNIA , IN THE AMOUNT OF $315,415 FOR TRAFFIC OPERATIONS AND CAPACITY IMPROVEMENTS (PROJECT NO. 553-20) RECOMMENDATION: 1. Approve Amendment No. 2 to Contract No. C41380 with Kimley-Horn and Associates, Inc., of Indian Wells, California, for additional traffic engineering and design services in an amount not to exceed $315,415. 2. Authorize the City Manager or designee to execute the amendment and to review and approve written contract amendment requests per Section 3.30.170 of the Palm Desert Municipal Code for unforeseen circumstances. AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 7 of 9 Q. APPROVE AMENDMENT NO. 1 TO CONTRACT NO. C43220 WITH FLOCK SA FETY FOR PHASE 2 OF A FIXED LOCATION AUTOMATED LICENSE PLATE RECOGNITION SYSTEM RECOMMENDATION: 1. Approve Amendment No. 1 to Contract No. C43220 with Flock Safety, in substantial form, for phase 2 of a fixed location Automated License Plate Recognition (ALPR) system in the amount of $151,050 in the first year and $132,500 each year thereafter, subject to annual budget appropriation. 2. Authorize the City Manager or designee to negotiate, finalize and execute a contract with Flock Safety. R. LETTER OF OPPOSITION TO SENATE BILL 423 RECOMMENDATION: Receive and file a letter of opposition to Senate Bill 423 regarding multifamily housing developments. CONSENT ITEMS HELD OVER: Items removed from the Consent Calendar for separate discussion are considered at this time. 2. ACTION CALENDAR: A. REQUEST FOR DIRECTION ON THE WALK AND ROLL PD IMPLEMENTATION PLAN (PROJECT NO. 565-21) RECOMMENDATION: Approve as proposed the Walk and Roll PD Implementation Plan dated March 3, 2023. B. APPROVE A PROFESSIONAL SERVICES AGREEMENT IN THE AMOUNT OF $63,000 WITH STREETSENSE CONSULTING, LLC, FOR A MARKET STUDY OF THE VACANT PARCELS AT DESERT WILLOW GOLF RESORT RECOMMENDATION: 1. Approve a Professional Services Agreement with Streetsense Consulting, LLC, to conduct a market study to analyze the highest and best use for the vacant parcels located at the Desert Willow Golf Resort. 2. Authorize the City Manager to execute the agreement and make any amendments to the agreement as needed. C. INTRODUCE AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, REPLACING CHAPTER 3.30 IN ITS ENTIRETY AND RESCINDING ORDINANCES NO. 224, 423, 586, 927, 928, 986, 1162, 1166, 1204, 1229, 1276, 1317, AND 1335 RELATIVE TO THE PURCHASING SYSTEM AND PUBLIC WORKS CONTRACTS (CC, SA, HA) RECOMMENDATION: Waive further reading and pass to second reading. AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 8 of 9 3. PUBLIC HEARINGS: The public may comment on individual Public Hearing Items within the three-minute time limit. The applicant or appellant will be provided up to five minutes to make their presentation. Speakers may utilize one of the three options listed on the last page of this agenda. None. 4. INFORMATION ITEMS None. ADJOURNMENT AGENDA Thursday, March 23, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 9 of 9 THREE OPTIONS FOR PARTICIPATING IN THE MEETING If unable to attend the meeting in person, you may choose from the following options: OPTION 1: VIA E-MAIL Send your comments by email to: CouncilMeetingComments@cityofpalmdesert.org. E-mails received prior to 10:00 a.m. on the day of the City Council meeting will be made part of the record and distributed to the City Council. Emails will not be read aloud at the meeting. OPTION 2: LIVE VIA ZOOM 1. Access via www.cityofpalmdesert.org/zoom and click “Launch Meeting,” or 2. Access www.zoom.us, click “Join Meeting” and enter Webinar ID 833 6744 9572. OPTION 3: LIVE VIA TELEPHONE 1. Dial any of the following: (669) 900-9128 or (213) 338-8477 or (669) 219-2599. 2. Enter the Meeting ID: 833 6744 9572 followed by #. 3. Indicate that you are a participant by pressing # to continue. 4. During the meeting, press *9 to add yourself to the queue and wait for the Mayor or City Clerk to announce your name/phone number. Press *6 to unmute your line and limit your comments to three minutes. ___________________________________________________________________________ PUBLIC NOTICES Agenda Related Materials: Pursuant to Government Code §54957.5(b)(2) the designated office for inspection of records in connection with this meeting is the Office of the City Clerk, Palm Desert Civic Center, 73-510 Fred Waring Drive, Palm Desert. Staff reports for all agenda items considered in open session, and documents provided to a majority of the legislative bodies are available for public inspection at City Hall and on the City’s website at www.cityofpalmdesert.org by clicking “Council Agenda” at the top of the page. Americans with Disabilities Act: It is the intention of the City of Palm Desert to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a pa rticipant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the city will attempt to accommodate you in every reasonable manner. Please contact the Office of the City Clerk, (760) 346-0611, at least 48 hours prior to the meeting to inform us of your needs and to determine if accommodation is feasible. ___________________________________________________________________________ AFFIDAVIT OF POSTING I, Níamh M. Ortega, Assistant City Clerk of the City of Palm Desert, do hereby certify, under penalty of perjury under the laws of the State of California, that the foregoing agenda for the Palm Desert City Council, Successor Agency for the Palm Desert Redevelopment Agency, and Housing Authority, was posted on the City Hall bulletin board and City website www.palmdesert.org no less than 72 hours prior to the meeting. /S/ Níamh M. Ortega Assistant City Clerk [This page has intentionally been left blank.] [This page has intentionally been left blank.] AWARDS, PRESENTATIONS AND APPOINTMENTS – ITEM B B. WOMEN MAKING HISTORY THE DOCUMENT IS FORTHCOMING AND WILL BE DISTRIBUTED AND POSTED ON THE CITY’S WEBSITE AS SOON AS IT IS AVAILABLE. [This page has intentionally been left blank.] CONSENT CALENDAR – ITEM 1A A.APPROVAL OF CITY COUNCIL, SUCCESSOR AGENCY, AND HOUSING AUTHORITY MINUTES THE DOCUMENT IS FORTHCOMING AND WILL BE DISTRIBUTED AND POSTED ON THE CITY’S WEBSITE AS SOON AS IT IS AVAILABLE. Item 1A-1 [This page has intentionally been left blank.] Item 1B-1 Item 1B-2 Item 1B-3 Item 1B-4 Item 1B-5 Item 1B-6 Item 1B-7 Item 1B-8 Item 1B-9 Item 1B-10 Item 1B-11 Item 1B-12 Item 1B-13 Item 1B-14 Item 1B-15 Item 1B-16 Item 1B-17 Item 1B-18 Item 1B-19 [This page has intentionally been left blank.] Item 1C-1 Item 1C-2 Item 1C-3 [This page has intentionally been left blank.] CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Thomas Soule, Public Affairs Manager Anthony Mejia, City Clerk REQUEST: LETTER CALLING FOR RECONSIDERATION OF THE CLOSURE OF CHUCKAWALLA STATE PRISON IN BLYTHE, CA RECOMMENDATION: Authorize the Mayor to sign a letter calling for reconsideration of the closure of Chuckawalla Valley State Prison in Blythe, CA. BACKGROUND/ANALYSIS: In December 2022, the California Department of Corrections & Rehabilitation announced the planned closure of Chuckawalla Valley State Prison by March 2025. The City of Blythe is seeking support in calling upon Governor Newsom to reconsider the planned closure. Both the cities of Blythe and Norco are proposing that the State close the California Rehabilitation Center in Norco, CA, if they will be closing a prison. At the request of the Legislative Review Committee (Mayor Kelly and Mayor Pro Tem Quintanilla), the City Council is requested to consider issuing the attached letter calling upon Governor Newsom to reconsider the closure of Chuckawalla Valley State Prison in Blythe, CA. FINANCIAL IMPACT: There is no fiscal impact associated with issuance of the proposed letter. REVIEWED BY: Public Affairs Manager: Thomas Soule City Clerk: Anthony J. Mejia Finance Director: Veronica Chavez Assistant City Manager Chris Escobedo City Manager: Todd Hileman ATTACHMENT: 1.Draft Letter 2. Letter - City of Blythe March 23, 2023 The Honorable Gavin Newsom Governor of the State of California 1021 O Street, Suite 9000 Sacramento, CA 95814 Re: Reconsideration of the Closure of Chuckawalla Valley State Prison in Blythe Dear Governor Newsom: The City of Palm Desert supports the City of Blythe's request to reconsider the closure of Chuckawalla Valley State Prison (CVSP) due to the disproportionate impact it will have on the economically disadvantaged Palo Verde Valley and Riverside County region. If a prison must be closed, the City of Palm Desert suggests closing the California Rehabilitation Center instead of CVSP to avoid exacerbating the circumstances of already disadvantaged communities. CVSP is a significant employer in Blythe, with 852 employees, and is also home to many families of incarcerated individuals and prison staff who may struggle to find affordable housing if the prison closes. In addition, Palo Verde College will lose 250 full-time equivalent students, and Palo Verde Hospital will also be affected, potentially resulting in the loss of the community hospital and 115 jobs. CVSP is a newer facility that recently underwent upgrades and shares resources with neighboring Ironwood State Prison, reducing costs for both institutions. In contrast, older prisons in prime real estate locations, such as San Quentin State Prison and California Men's Colony, require billions of dollars in infrastructure improvements. Therefore, the City of Palm Desert encourages a reassessment of the proposed closure plan and urges the State to involve both Blythe and Norco in discussions about the closure. Sincerely, Kathleen Kelly Mayor cc: Assembly Member Greg Wallis, 47th District Senator Steve Padilla, 18th District Erin Sasse, Cal Cities CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Thomas Soule, Public Affairs Manager Anthony Mejia, City Clerk REQUEST: LETTER REGARDING SALTON SEA MANAGEMENT PROGRAM RECOMMENDATION: Authorize the Mayor to sign a letter regarding the Salton Sea Management Program. BACKGROUND/ANALYSIS: At the request of the Legislative Review Committee (Mayor Kelly and Mayor Pro Tem Quintanilla), the City Council is requested to consider issuing the attached letter regarding the Salton Sea Management Program. On October 1, 2022, the University of California Santa Cruz (UCSC) panel ruled that ocean water importation to restore the Salton Sea should not be undertaken. The proposed letter emphasizes the need for transparency in research and encouraging the Salton Sea Management Program to share information and data related to environmental, health, and economic impacts. FINANCIAL IMPACT: There is no fiscal impact associated with issuance of the proposed letter. REVIEWED BY: Public Affairs Manager: Thomas Soule City Clerk: Anthony J. Mejia Finance Director: Veronica Chavez Assistant City Manager Chris Escobedo City Manager: Todd Hileman ATTACHMENT: Draft Letter Item 1E-1 March 23, 2023 California Natural Resources Agency Salton Sea Management Program 715 P Street, 20th Floor Sacramento, CA 95814 Dear Secretary Crowfoot: I am writing on behalf of the City of Palm Desert to express our support for efforts to help restore the health of the Salton Sea. We recognize its regional importance and understand the potential public health and economic impact on our workforce and environment if its problems are not addressed. The Salton Sea is a vital resource for the Coachella Valley and the surrounding areas. It serves as an essential habitat for wildlife and is an important economic driver for our region, supporting tourism, recreation, and agriculture. However, it also faces significant environmental challenges that require careful attention and management. Transparency in research is critical to addressing these challenges and ensuring that the Salton Sea continues to serve as a valuable resource for our community. By sharing information and data, we can better understand the environmental, health, and economic impacts of our decisions and work together to find sustainable solutions. The City of Palm Desert is committed to working with our partners in government, academia, and the private sector to address the challenges facing the Salton Sea in the pursuit of pursuit of public and environmental health for a more sustainable future for our community. Thank you for your attention to this critical issue. Sincerely, Kathleen Kelly Mayor Item 1E-2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Anthony J. Mejia, City Clerk REQUEST: RECEIVE AND FILE LETTERS OF SUPPORT FOR THE UNIVERSITY OF CALIFORNIA, RIVERSIDE, COMMUNITY PROJECT FUNDING REQUESTS FOR CRITICAL MINERALS CHARACTERIZATION AND MICROGRID LIVING LABORATORIES AT THE PALM DESERT CAMPUS RECOMMENDATION: Receive and file the letters of support for the University of California, Riverside, Community Project Funding Requests for Critical Minerals Characterization and Microgrid Living Laboratories at the Palm Desert campus. BACKGROUND/ANALYSIS: Due to the time sensitivity of these letters of support, the Legislative Review Committee (Mayor Kelly and Mayor Pro Tem Quintanilla) approved issuance of the subject letters and the City Council is requested to receive and file the letters of support for UCR’s critical minerals characterization and microgrid living laboratories. UCR is seeking funding to establish a critical minerals characterization laboratory at the Palm Desert campus to help meet the needs of strategic boron, rare earth element and lithium industries located in the Mojave Desert and Lithium Valley regions of Southern California. In addition, UCR is seeking funding to establish a microgrid living laboratory at the Palm Desert campus to showcase the benefits of distributed energy resources and how microgrids can be used to improve energy resilience and achieve energy savings. FINANCIAL IMPACT: There is no fiscal impact associated with issuance of the proposed letter. REVIEWED BY: City Clerk: Anthony J. Mejia City Manager: Todd Hileman ATTACHMENT: Letters of Support Item 1F-1 C I T Y O F P A L M D E S E R T 73-510 FRED WARING DRIVE PALM DESERT, CALIFORNIA 92260-2578 TEL: 760-346-0611 INFO@CITYOFPALMDESERT.ORG March 14, 2023 The Honorable Ken Calvert U.S. House of Representatives 73710 Fred Waring Drive, Suite 129 Palm Desert, CA 92260 Re: University of California, Riverside FY23 Community Project Funding (CPF) Request for the Palm Desert Microgrid Living Laboratory - SUPPORT Dear Representative Calvert: On behalf of the City of Palm Desert, I am writing to express my strong support for the establishment of a Microgrid Living Laboratory at the University of California, Riverside (UCR) Palm Desert campus. This project has the potential to bring significant benefits to our community and local industry. The MLL will provide an innovative and sustainable solution for meeting the energy needs of the UCR Palm Desert campus. Additionally, this project will serve as a model for other institutions in the region, showcasing the benefits of distributed energy resources and demonstrating how microgrids can be used to improve energy resilience and achieve energy savings. Moreover, the MLL will create new jobs and support the growth of the local industry. The project will require the expertise of engineers, scientists, and technicians, providing employment opportunities for skilled professionals in the region. Furthermore, the project will drive innovation and foster collaboration between UCR and local industry partners, such as renewable energy companies and energy management firms. In addition to the economic benefits, the MLL will also have a positive impact on the environment and the community. By generating clean energy, the project will reduce the carbon footprint of the UCR Palm Desert campus and contribute to the state's efforts to combat climate change. The project will also provide educational and research opportunities for students and faculty, enabling them to explore new technologies and approaches to energy management. The City of Palm Desert is committed to advancing higher education in the Coachella Valley as we continue our effort to grow CSU Palm Desert. For those reasons, the City of Palm Desert respectfully urge you to give this proposal full and fair consideration. If you have any questions regarding our support, please do not hesitate to contact the City Manager, Todd Hileman, at (760) 346-0611 or email thileman@palmdesert.gov. Sincerely, Kathleen Kelly, Mayor City of Palm Desert Item 1F-2 C I T Y O F P A L M D E S E R T 73-510 FRED WARING DRIVE PALM DESERT, CALIFORNIA 92260-2578 TEL: 760-346-0611 INFO@CITYOFPALMDESERT.ORG March 14, 2023 The Honorable Ken Calvert U.S. House of Representatives 73710 Fred Waring Drive, Suite 129 Palm Desert, CA 92260 Re: University of California, Riverside FY24 Community Project Funding (CPF) Request for the Critical Minerals Characterization Laboratory - SUPPORT Dear Representative Calvert: On behalf of the City of Palm Desert, I am writing to express support for the 2023-2024 Community Project Funding (CPF) request of $2 million in building renovation funds to establish a Critical Minerals Characterization Laboratory on the University of California, Riverside (UCR) Palm Desert campus to help meet the needs of strategic boron, rare earth element and lithium (B, REE and Li) industries located in the Mojave Desert and Lithium Valley regions of Southern California. Due to the demand for electric vehicles and renewable energy storage systems, the worldwide lithium- battery market is expected to grow by a factor of 5 to 10 in the next decade. In the National Blueprint for Lithium Batteries, developed by the Federal Consortium for Advanced Batteries, their vision for lithium-battery supply chain states, “By 2030, the United States and its partners will establish a secure battery materials and technology supply chain that supports long-term U.S. economic competitiveness and equitable job creation, enables decarbonization, advances social justice, and meets national security requirements.” Similar market trends and competitive opportunities apply to magnet components and their supply chains involving multifaceted energy and defense applications. An investment in UCR’s Palm Desert Critical Minerals Characterization Laboratory will help to achieve this vision and will serve as a first step in establishing a strong academic-industry partnership program in Southern California, including opportunities to train and develop the workforce needed to sustain strong domestic critical minerals supply chain. UCR’s close proximity to the Mojave Desert and Salton Sea, faculty expertise, access to talent, and community relationships make the university an ideal partner for industry. Instead of sending samples to other states for analysis, characterization and certification, UCR will partner closely with companies to gather data essential to the development and day-to-day operations of critical minerals extraction and processing. This will be both a time and cost-savings for companies. A new generation of students will also be trained in scientific critical minerals-based work through hands-on and experiential learning opportunities at the facility and in mines and geothermal fields. The facility will also support training for K-12 teachers to help them incorporate critical minerals into their STEM curricula. With formal training, students can look forward to good paying jobs in both the public and private sectors in mineral and energy resources, such as the B-REE-Li industry; environmental sciences; and positions in the health sciences. Item 1F-3 We believe that establishing the UCR Critical Minerals Characterization Laboratory will help to strengthen our domestic critical minerals and battery/magnet supply chains, as well as provide a wide range of economic and employment opportunities for underserved communities in and around the Southern California region. The City of Palm Desert is committed to advancing higher education in the Coachella Valley as we continue our effort to grow CSU Palm Desert. For those reasons, the City of Palm Desert respectfully urge you to give this proposal full and fair consideration. If you have any questions regarding our support, please do not hesitate to contact the City Manager, Todd Hileman, at (760) 346-0611 or email thileman@palmdesert.gov. Sincerely, Kathleen Kelly, Mayor City of Palm Desert Item 1F-4 Page 1 of 4 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Deborah Glickman, Management Analyst REQUEST: UPDATE ON UNITE PALM DESERT FORGIVABLE LOANS AND REQUEST TO FORGIVE LOAN REPAYMENT FOR RECIPIENTS IN DEFAULT DUE TO UNFORESEEN CIRCUMSTANCES RECOMMENDATION: 1.Forgive loan repayments for Unite Palm Desert Loan recipients in default due to unforeseen circumstances. 2.Authorize the City Manager to approve such forgiveness. BACKGROUND/ANALYSIS: In response to the State of California’s mandated COVID-19 business restrictions, on May 14, 2020, the City Council repurposed $1 million previously designated for the INVEST Palm Desert program for a forgivable loan assistance program under the Unite Palm Desert Initiative. The Economic Relief Loan program was made available to Palm Desert businesses that met the following criteria: •Existing for-profit, privately held restaurant, retail, service, and manufacturing businesses with a physical establishment within the City •Up to 25 employees •In good standing with the Secretary of State and the City of Palm Desert as of March 19, 2020 •Demonstrated hardship due to the State’s COVID-19 orders •Ability to identify use of funds •Individuals or businesses must not own or operate more than 4 locations outside of Palm Desert Loan amounts were determined based on a business’ number of full-time equivalent (FTE) employees. Businesses with 5 or less FTEs were eligible to receive up to $5,000 and businesses with 6 to 25 FTEs were eligible to receive up to $1,000 per FTE ($25,000 total). One hundred and sixty-three (163) loan applications were received by the due date of June 3, 2020. Applications were reviewed by Economic Development staff and the Economic Development Sub-Committee, and 135 loans were awarded for a total of $971,600. Loan amounts ranged from $1,500 to $25,000 and the loan term was 24 months. After 24 months, loans were eligible for forgiveness and those determined to be in default would need to be repaid. To be eligible for forgiveness, businesses were required to remain open and in good standing for 24 months after the date of execution of the loan agreement. Loan agreements were executed between July and August 2020. Item 1G-1 City of Palm Desert Unite Palm Desert Loans Page 2 of 4 Loan recipients were required to turn in status updates at the 12 and 24-month anniversaries of the loan execution. The purpose of the status updates was to determine if businesses were still in operation, had a current Palm Desert Business License, and if the loan funds had been expended. At the 12-month anniversary, staff requested status updates from the recipients and received notification that The Vine Wine Bar and Bittner Dental had closed, and Savory Spice Shop had been sold. In response, the 3 businesses were sent requests for loan repayment. The City received payment from The Vine Wine Bar ($5,000) and Savory Spice Shop ($3,750) but did not receive payment from Bittner Dental ($4,500). In August 2022, staff solicited the 24-month anniversary updates and received 126 responses. The businesses that returned their status updates and were compliant with the loan requirements were forgiven and their promissory notes were returned with a letter of forgiveness (see attached). Businesses that submitted their updates but were found non-compliant with the terms of the loan, were declined forgiveness, and were notified of their responsibility to repay their loan as per their agreement. An overview of the status of the loans: Loan Status Number of Loans Reason Total Forgiven 117 Complied with all loan requirements $908,350 Declined 2 Sold Business $3,000 Declined 3 Relocated outside of Palm Desert $18,000 Declined 4 Closed due to unforeseen circumstances $14,750 Declined 2 Closed due to non-specified reasons $6,000 Repaid 2 1 business sold; 1 business closed $8,750 Non-Responsive 5 Did not return the 24-month status update $12,750 Total 135 $971,600 Four (4) businesses that submitted their 24-month status updates indicated that they entered into the loan agreement in good faith but are no longer in business due to circumstances beyond their control that were unforeseeable at the time of the loan execution. Examples of these unforeseen circumstances are as follows: • An inability to negotiate a new lease with a landlord • A flood • Financial hardship on business types that were required to adhere to the State COVID- 19 restrictions longer than other business sectors (i.e. hair salons) When the loan agreement template was drafted in 2020, the City was responding quickly to the COVID-19 restrictions and created an agreement that did not account for unforeseen circumstances that are out of the control of the business owner. Through the status updates and outreach to staff, business owners indicated that the loss of their business was already had a large financial impact on them and that repaying the loan is a hardship. To prevent further hardship on businesses that acted in good faith but had to close Item 1G-2 City of Palm Desert Unite Palm Desert Loans Page 3 of 4 due to circumstances beyond their control, staff is requesting that the City Council reconsider the loan requirements to forgive the loans and waive repayment for such businesses. This request applies to businesses that are currently in default but meet the following requirements. • Had a current Palm Desert Business License at the time of the business closure • Have no litigation against them of $50,000 or more as required in the loan agreement • Have expended the loan for the purposes identified in the loan agreement • Complete the loan status update and any other required documents If forgiveness and a waiver for loan repayment are approved by the City Council, eligible businesses would be required to fulfill the above requirements and request forgiveness in writing. Requests for forgiveness would require an explanation of why a business was unable to fulfill its loan obligations and how repaying the loan would be a hardship. Forgiveness could apply to the eleven (11) businesses that were declined forgiveness due to closure due to unforeseen or unknown circumstances, or that are currently non-responsiveness. Eligible businesses would be given until May 1, 2023, to submit their required information and a written request for loan forgiveness. Written requests would be forwarded to the City Manager for final approval. Eligible businesses and their associated loan amounts are listed below: Loans Declined Forgiveness Due to Extenuating Circumstances Business Name Reason for being declined Loan Amount Benchmark Displays, LLC Unknown (notified City of closure at 12-months) $1,500 Bittner Dental Clinic Unknown (notified City of closure at 12-months) $4,500 Drop It, LLC Unable to negotiate new lease $2,500 Firemac Inc. dba J Russell Salon Closed due to financial hardship $6,000 International Design, LLC Closed due to a flood $2,500 Lunas Pizza Bar & Grill Unable to negotiate new lease $3,750 Total $20,750 Non-Responsive Business Name Loan Amount Desert Satellite Company $1,500 Reillyworld, Inc. $1,500 Shining Star Ventures, LLC dba Radiant Financial Group $1,500 Stone Lake Corp dba Harvest Health Foods $3,750 Tile Design by Fina $4,500 Total $12,750 Due to their ability to continue to generate income, staff is not recommending loan forgiveness for the five (5) businesses that are still operating but have moved or were sold. Item 1G-3 City of Palm Desert Unite Palm Desert Loans Page 4 of 4 As per the loan agreement, any business that is not granted forgiveness is required to repay its loan as a lump sum or in equal parts over the next five (5) years. If loans are not repaid as required by the agreement, the principal balance will accrue an interest rate of five percent (5%) per annum until the loan is paid in full. If the loan is not paid in full, other than retaining the business’s promissory note, the City has limited recourses to collect the loan funds. FINANCIAL IMPACT: If the City Council grants a waiver, the maximum the City would forfeit is $33,500. Forgiven loans where payment is required, may be considered taxable and may require a 1099-C be issued to the business owners at calendar year end. REVIEWED BY: Department Director: Eric Ceja City Attorney: Robert Hargreaves Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Letter of Forgiveness 2. List of businesses with forgiven loans Item 1G-4 Item 1G-5 Page 1 of 3 Businesses with Forgiven United Palm Desert Loans A Gene Phillips Plumbing AD Beauty & Designs DBA Shear Hair Designs El Paseo Advanced Institute of Dermatology, Inc. All About Massage, Inc. All Tressed Up Blowdry & Beauty Bar All Valley BBQ, Spa & Patio, Inc. Alps Village, LLC Ann's Nails and Spa Amy's Apple, LLC dba Solano's Bar & Grill Armcon Corporation dba Coachella Valley Collection Service Bellisimo Home Accents B.R. Murphy Enterprises, Inc./Jimmy Johns BEG Hospitality Inc. dba The Hood Bar & Pizza Bliss Chakra Spa Inc. Brennan & Company Brows by Jesa C & S Hospitality Ventures, Inc. dBA Musashi Japanese & Ramen Musashi Casuelas Café Chartwell Properties, Inc. Children's Physical Therapy & Wellness Chris-Linda Inc., DBA Ristorante Mamma Gina Coachella Salon Suites II-dba Phenix Salon Suites Coachella Valley Cruises and Travel LLC: DBA: Expedia CruiseShipCenters Coachella Valley Homebuyers, Inc. Real Property Acquisition Corp aka RPAC Realty Consign Design Palm Desert, Inc. Crystal Nails by Amy DDA Corp dba Café Des Beaux-Arts De-Cluttering Spaces Desert Business Interiors Desert Cross Fit Desert Eye Associates Desert Fitness Group dba Orangetheory Fitness Palm Desert Desert Gate Real Estate Inc. Desert Palms Electric, Inc. Desert Satellite Communications LLC Desert Serenity Float Desert Springs Tile & Carpet Desert Veterinary Specialists, PC Dervieux, Inc. dba Cuistot Restaurant Dionysus Wine Mgmnt Group, dba The Vine Wine Bar Dynamic Physical Therapy & Sports Performance Earth Essentials LLC Ecowize, Inc. Edmunds Jaguar Rolls Royce Service Efficient Property Inspections Enchanted Memories Parties & Rentals Evanko's Painting & Remodel Item 1G-6 City of Palm Desert Unite Palm Desert Loans Page 2 of 3 Event Management Productions Faultline Adventures Inc. DBA Desert Adventures Fashion Concepts LLC/ Pink Club First Class Catering Service Inc. Go With The Flow Yoga Grayse El Paseo, LLC Grill-A- Burger Habitat for Humanity ReStore Hiru LLC / Aveda Experience Center Hohmann, Inc. Hu-Yu, Inc. dba City Wok (use corp office email/address) HR Advantage, LLC I Pay Solutions, Inc. Intelli-Home Indian Wells Glass & Mirror, Inc. J. Charnay Salon Jamba Juice JC's Café Jolly Rover Restaurants, Inc. DBA Thai Smile of Rancho Mirage Jordan Physical Therapy Center Josies Heart Kaminsky Productions Keedy's LLC KGJ Enterprises DBA The JBAR on El Paseo Kitsch Pix La Casita Restaurant Law Office of Jeremy J. Ofseyer: APC Le Donne Cucina Italiana LEMCO LLC dba Savory Spice Shop Luxury Nails & Spa Mad Crisp Foods, Inc. Michael Castelli Inc. dba Castelli's Michael Riley Mr. & Mrs. Kleanning Nazemi Chiropratic Corp NOMOS INC dba 1D3 by NOMOS & NOMOS RED Om House of Marks Oriental Thai Massage Pain & Spine Center of the Desert, Inc. Passion Nails & Spa Paul Davis, D.C. Pearson Architects, Inc. Piero's Pizza Vino Powers-Groat Ent, Inc. dba Jenny Craig Premier Scapes Corporation Princess Karine Inc. DBA Touch Screen Centers Item 1G-7 City of Palm Desert Unite Palm Desert Loans Page 3 of 3 Principle Optometry Group dbaModern iCare Optometry Retrotel, Inc. Rommel Lopez RTM Holdings Inc., dba Distinctive Flooring Samir Rizvanbegovic DDS, Inc./Town Center Dentistry Scarlight LLC dba Impression Design Group Sherman's Deli & Bakery Small World Fitness/My Gym Palm Desert Smile Hair Salon Southern California Energy Alternatives Starlight Dance Center Sun Fantasies, Inc. Dba Spectacular Shades The Anderson Group The Cork Tree The Fine Art of Design The Kaiser Grille Palm Desert The Lock Shop The Loft Hair Studio The Nail Gallery The Private Collection The Real Italian Deli II, LLC The Trainer Connection The Vault Fine Jewelry, Inc Transworld Business Advisors of C V True Serenity Skincare Spa Tuverson & Co. Wellness Enterprises LLC DBA (Your CBD Store) Which Wich? Superior Sandwiches Yellow Cab Company of the Desert, Inc. Zach's Personal Fitness DBA 3r's Fitness LLC Item 1G-8 Page 1 of 2 CITY OF PALM DESERT/SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY/HOUSING AUTHORITY BOARD JOINT CONSIDERATION STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Veronica Chavez, Director of Finance REQUEST: APPROVE AMENDMENT NO. 1 TO EXTEND CONTRACT NO. C36120 FOR LANCE, SOLL & LUNGHARD, LLP, TO PERFORM PROFESSIONAL AUDITING SERVICES FOR THE FISCAL YEAR ENDING JUNE 30, 2023 RECOMMENDATION: 1.Approve Amendment No. 1 to Contract No. C36120 with Lance Soll & Lunghard to extend the term through June 30, 2024, for the FYE June 30, 2023 Audit Services. 2.Authorize Finance Director to negotiate other services that may be necessary during the extended period. 3.Authorize the City Manager to approve and execute amendment and any other documents necessary to effectuate the contract. BACKGROUND/ANALYSIS: On May 11, 2017 the City Council approved a five-year contract with Lance Soll & Lunghard LLP (LSL) to serve as the City’s independent auditor. The auditor plays a critical role in evaluating the City’s system of internal controls and overall financial management and condition. They also assist in the preparation of the Annual Comprehensive Financial Report (ACFR), Single Audit Report and assist with the implementation of new Governmental Accounting Standard Board (GASB) pronouncements. LSL has audited the City for fiscal year (FY) 2016/17 through FY 2021/22, and their contract has now expired. The Finance Department is currently concentrating on many substantial changes and modernization efforts with a primarily new team (Approx. 85% of this exceptional team has been hired in the last 12 months). Given the excellent service that LSL has provided to the City, and the limited familiarity of the new team members during this critical period, staff is requesting to enter into a one-year extension period for audit services with LSL. The extension period will provide some conduit of historical knowledge from LSL, so the Finance team may become fully acclimated to their roles and responsibilities, to maximize efficiencies in delivering customer service through improved policies and processes, adopting best practices, and identifying and implementing modern technologies. Item 1H-1 City of Palm Desert Amendment No. 1 to C36120 for Auditing Services Page 2 of 2 FINANCIAL IMPACT: The proposal for LSL states a cost of $87,847 and will be included in the 2023/24 Financial Plan. This amount is in line with the rates included in C36120. REVIEWED BY: Department Director: Veronica Chavez Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1.Amendment No. 1 2.Proposal from LSL Item 1H-2 Contract No. C36120 AMENDMENT NO. 01 TO THE PROFESSIONAL AUDITING SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND LANCE, SOLL & LUNDGHARD LLP 1.Parties and Date. This Amendment No. 01 to the Professional Services Agreement is made and entered into as of this 23RD day of March, 2023, by and between the City of Palm Desert (“City”) and LANCE, SOLL & LUNGHARD, LLP, a LIMITED LIABILITY COMPANY, with its principal place of business at 203, N. Brea Blvd., Suite 203, Brea, CA 92821 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant] have entered into an agreement entitled “Audit Professional Services Agreement” dated May 17, 2017 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide professional services for the City’s Independent Auditing Services. 2.2 Amendment. The City and Consultant desire to amend the Agreement to extend the term of services. The original term has expired. 2.3 Amendment Authority. This Amendment No. 01 is authorized pursuant to Section 3.5.14 of the Agreement. 3. Terms. 3.1 Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows: “The term of this Agreement shall be from March 23, 2023 to June 30, 2024 unless earlier terminated as provided herein. Consultant shall complete the services within the terms of this Agreement, and shall meet any other established schedules and deadlines.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 01, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 01. From and after the date of this Amendment No. 01, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 01. 3.3 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Veronica Chavez, Director of Finance. 3.4 City's Representative. The City hereby designates Veronica Chavez, Director of Finance, or his/her designee, to act as its representative in all matters pertaining to the administration and Item 1H-3 Contract No. C36120 Page 2 of 3 Revised 11-2-20 BBK 72500.00001\32445060.1 performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.5 Consultant's Representative. Consultant hereby designates Kelly Telford, CPA Partner or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.6 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 01. 3.7 Severability. If any portion of this Amendment No. 01 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.8 Counterparts. This Amendment No. 01 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. 3.9 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed eighty seven thousand eight hundred and forty seven dollars ($87,847) without written approval of the City Council or City Manager, as applicable. [SIGNATURES ON FOLLOWING PAGE] Item 1H-4 Contract No. C36120 Page 3 of 3 Revised 11-2-20 BBK 72500.00001\32445060.1 SIGNATURE PAGE FOR AMENDMENT NO. 01 TO THE AUDIT PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND LANCE, SOLL & LUNDGHARD IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 01 to the Audit Professional Services Agreement as of the day and year first above written. CITY OF PALM DESERT Approved By: L. Todd Hileman, City Manager Attested By: Anthony J. Mejia, City Clerk Approved As To Form: By: Robert W. Hargreaves Best Best & Krieger LLP City Attorney LANCE, SOLL & LUNDGHARD, LLP Signature Name Title QC Insurance: __________ __________ Item 1H-5 Item 1H-6 Item 1H-7 Item 1H-8 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: James Bounds, Finance Supervisor REQUEST: AWARD OF CONTRACT TO PFM ASSET MANAGEMENT FOR INVESTMENT MANAGEMENT AND ADVISORY SERVICES RECOMMENDATION: 1.Award contract, in substantial form, to PFM Asset Management to provide investment management and advisory services for a term of three (3) years with an option to renew two (2)additional one-year periods based on satisfactory performance. 2.Authorize the City Manager or designee to negotiate and/or take any necessary actions to facilitate the agreement, to execute the agreement and any documents necessary to effectuate the action taken herewith. BACKGROUND/ANALYSIS: At the October 25, 2022, Finance Committee meeting, staff discussed transitioning from an in- house investment manager to contracting for investment management and advisor services. With the retirement of the Deputy City Treasurer, who was the City’s in-house investment manager for 23 years, City staff believe that engaging an outside investment management and advisory service would aid the City’s investment portfolio by providing professional expertise and advice on investment selection, implications of changes in State and Federal laws, compliance with the City’s investment policy which emphasizes safety of principal, liquidity, while obtaining a market rate of return. On November 29, 2022, the Finance Committee approved issuing a request for proposal (RFP) for Investment Management and Advisory Services. The RFP was issued on November 30, 2022, and submittals were due by January 6, 2023. The City received five (5) proposals. Staff narrowed down the proposals to two (2) firms to be interviewed by the Finance Subcommittee based on the selection process guidelines within the RFP which were: 1.Clarity and conformance of proposal 2.Content of the proposal, including the work plan 3.Proposer’s experience and performance 4.Team members’ experience and performance 5.Comments by references 6.Fee proposal The two firms selected for interviews were Chandler Asset Management and PFM Asset Management. On January 24, 2023, the Finance Committee formed a selection subcommittee to interview the two (2) selected proposals. The two interviews took place on March 7, 2023. The interviewees Item 1I-1 City of Palm Desert Award Contract for Investment Management and Advisory Services Page 2 of 2 were qualified candidates with similar strategies and the committee independently scored and ranked the firms based on presentation, experience with California local governments and fee structure. PFM Asset Management was selected unanimously by the subcommittee for recommendation to the Finance Committee. Based on all analyses, references, and interviews staff recommends awarding the contract for investment management and advisory services to PFM Asset Management. Committee Recommendation: The Finance Committee will review this item on March 28, 2023, for ratification. This item is being brought to City Council prior to the Finance Committee meeting in order to maximize opportunities with the current market conditions. FINANCIAL IMPACT: PFM’s fees are asset-based with a minimum annual fee of $25,000. The breakdown is as follows: Assets Under Management Annual Fee Cost Per Level First $50 million 8 basis points (0.08%) 40,000 Next $50 million 6 basis points (0.06%) 30,000 Next $200 million 4 basis points (0.04%) 40,000 Assets over $300 million 3 basis points (0.03%) 30,000 Potential Annual Cost for $300 million in Assets Under Management 140,000 Under the current investment policy, the City Treasurer may delegate authority to individuals responsible for investment transactions. All investment transactions still require City Treasurer authorization, in writing, prior to initiation. REVIEWED BY: Department Director: Veronica Chavez City Attorney: Robert Hargreaves Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1.Draft Agreement 2.PFM Asset Management Proposal 3.PFM Asset Management Fee Proposal Item 1I-2 Contract No. ____________ CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 23rd day of March, 2023, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California (“City”) and PFM ASSET MANAGMENT, a LIMITED LIABILITY COMPANY, with its principal place of business at 633 W 5TH STREET SUITE 2560, LOS ANGELES, CA 90071 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Project. The City is a public agency of the State of California and is in need of professional services for the following project: INVESTMENT MANAGEMENT AND ADVISORY SERIVCES (hereinafter referred to as “the Project”). 2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant is duly licensed and has the necessary qualifications to provide such services. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from April 1, 2023 to March 30, 2026, unless earlier terminated as provided herein The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two (2) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, Item 1I-3 Contract No. ____________ directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal In the event that such substitution is required, Consultant shall (i) notify City of the resulting replacement, (ii) introduce the individual serving as the replacement to City, and (iii) provide City with a résumé and any other information regarding the individual that may be reasonably requested by City.. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: James Bounds, Finance Supervisor. 3.2.5 City's Representative. The City hereby designates Veronica Chavez, Finance Director/City Treasurer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Sarah Meacham, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall Item 1I-4 Contract No. ____________ perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations Item 1I-5 Contract No. ____________ in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause. 3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. 3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.3 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting Consultant’s indemnification of City, and prior to commencement of the Services, Consultant shall maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. (A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. (B) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Item 1I-6 Contract No. ____________ effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. (D) Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, volunteers and representatives. (E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (1) Concurrency of effective dates with primary policies; and (2) Policies shall “follow form” to the underlying primary policies. (3) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (F) Fidelity Coverage. Consultant shall provide evidence of fidelity coverage on a blanket fidelity bond or other acceptable form. Limits shall be no less than $1,000,000 per occurrence. (G) Cyber Liability Insurance. Consultant shall maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall include the following coverage: (1) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. (2) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. (3) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. 3.2.11.2 Other Provisions or Requirements. Item 1I-7 Contract No. ____________ (A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. (B) Duration of Coverage. Consultant shall maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. The General Liability and Automobile Liability Coverage maintained by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to terminate this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. The required General Liability, Automobile Liability, and Workers Compensation insurance coverage maintained pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. (G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Item 1I-8 Contract No. ____________ (I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any policy or insurer cannot provide notice of cancellation as referenced above then the obligation to notify of cancellation will reside with the Consultant. (J) Additional Insured Status. General liability, automobile liability, , policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (L) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant, or be covered under the Consultant’s policies. 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 subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review. (M) City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (N) Self-Insured Retentions. Any self-insured retentions or deductibles are the sole responsibility of the Consultant. (O) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (P) Additional Insurance. Consultant shall also maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. 3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must comply with the lawful requirements of the City, and any other municipality, Item 1I-9 Contract No. ____________ drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies of this Section. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed amounts listed in fee proposal and shall not exceed 8 basis points, without written approval of the City Council or City Manager, as applicable. 3.3.2 Payment of Compensation. Consultant shall submit to City monthly invoices which provide a description of the fees charged by Consultant. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.4 Labor Code Requirements. 3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives, free and harmless Item 1I-10 Contract No. ____________ from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of Services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant. 3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5 Accounting Records. 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Upon at 30 days prior written notice, Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.6 General Provisions. 3.6.1 Termination of Agreement. 3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance Item 1I-11 Contract No. ____________ of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Consultant shall be permitted to retain copies of all finished or unfinished Documents and Data and information of any kind prepared by Consultant in connection with the performance of Services under this Agreement to comply with relevant legal and regulatory obligations, and in connection with routine internal electronic archiving. 3.6.1.3 Early Termination. Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the City Council fails to appropriate or allocate funds for future payment under the Agreement after exercising reasonable efforts to do so, the City may upon seven (7) days’ written notice, order work on the Project to cease. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.6.1.4 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Item 1I-12 Contract No. ____________ 3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: PFM Asset Management LLC 633 W 5th Street, Suite 2560 Los Angeles, CA 90071 ATTN: Sarah Meacham, Managing Director City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Veronica Chavez, Finance Director/City Treasurer Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.3 Ownership of Materials and Confidentiality. 3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of six (6) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. Item 1I-13 Contract No. ____________ 3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3.4 Indemnification – Documents and Data. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers, agents and representatives free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services, except as may be required by law or by regulatory or judicial process. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project, except as may be required by law or by regulatory or judicial process. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, agents, volunteers and representatives from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. Item 1I-14 Contract No. ____________ 3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.6.5 [Reserved] 3.6.6 Indemnification. 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any wrongful acts, errors or omissions, whether intentional or negligent, of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, volunteers, or representatives. 3.6.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 3.6.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Item 1I-15 Contract No. ____________ Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.6.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE] Item 1I-16 Contract No. ____________ SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM DESERT AND PFM ASSET MANAGEMENT, LLC IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF PALM DESERT By: L. Todd Hileman City Manager ATTEST: By: Anthony Mejia, City Clerk City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney PFM Asset Management, LLC [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] By: Its: Printed Name: [DELETE THE FOLLOWING SIGNATURE LINE and second notary acknowledgement IF second signature NOT REQUIRED] By: Its: Printed Name: QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1I-17 Contract No. ____________ Exhibit “A” EXHIBIT "A" SCOPE OF SERVICES as Listed in Proposal for Investment Management Services Item 1I-18 Contract No. ____________ Exhibit “A-I” Item 1I-19 Contract No. ____________ Exhibit “B” EXHIBIT "B" SCHEDULE OF SERVICES as Listed in Proposal for Investment Management Services Item 1I-20 Contract No. ____________ Exhibit “C” EXHIBIT "C" COMPENSATION As Listed in the Fee Proposal Item 1I-21 City of Palm Desert Proposal for Investment Management and Advisory Services RFP 2022-REQ-152 January 6, 2023 PFM Asset Management LLC 633 W 5th Street Suite 2560 Los Angeles, CA 90071 213.999.7203 pfmam.com For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE Item 1I-22 NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public 633 W 5th Street, Suite 2560 Los Angeles, CA 90071 PFM Asset Management LLC 213.999.7203 | pfmam.com January 6, 2023 Table of Contents Cover Letter .................................................................................................................. 1 4. CONTENT AND FORMAT OF PROPOSAL ............................................................ 3 4.1 Proposal (WITHOUT COST) ............................................................................. 3 10. SCOPE OF SERVICES ......................................................................................... 7 10.1 Scope of Work ................................................................................................. 7 10.2 Consultant’s Prior Experience and Qualifications ......................................... 14 10.3 Assets Under Management .......................................................................... 17 10.4 Investment Management Approach and Discipline ...................................... 19 10.5 Reporting ....................................................................................................... 29 10.6 Team Members ............................................................................................. 32 10.7 References .................................................................................................... 39 Appendices A. Resumes of Key Professionals B. PFMAM’s Fixed Income Separate Account Composites C. PFMAM’s Proposed First Year Schedule D. PFMAM’s Client Communications E. Sample Client Reports i. Sample Monthly Statement ii. Sample Quarterly Performance Report F. Form ADV G. Exceptions City of Palm Desert Proposal for Investment Management and Advisory Services RFP 2022-REQ-152 Item 1I-23 About PFM Asset Management PFM Asset Management LLC ("PFMAM") is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) and a subsidiary of U.S. Bancorp Asset Management, Inc. ("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. For more information regarding PFMAM’s services or entities, please visit www.pfmam.com NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE About California Asset Management Program CAMP® is a registered trademark and the CAMP logos and designs are trademarks owned by the California Asset Management Trust (Trust). This information is for institutional investor use only, not for further distribution to retail investors, and does not represent an offer to sell or a solicitation of an offer to buy or sell any fund or other security. Investors should consider the Trust’s investment objectives, risks, charges and expenses before investing in the Trust. This and other information about the Trust is available in the Trust’s current Information Statement, which should be read carefully before investing. A copy of the Trust’s Information Statement may be obtained by calling 1-800-729-7665 or is available on the Trust’s website at www.camponline.com. While the Trust seeks to maintain a stable net asset value of $1.00 per share, it is possible to lose money investing in the Trust. An investment in the Trust is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Shares of the Trust are distributed by PFM Fund Distributors, Inc., member Financial Industry Regulatory Authority (“FINRA”) (www.finra.org) and Securities Investor Protection Corporation (“SIPC”) (www.sipc.org). PFM Fund Distributors, Inc. is an affiliate of PFM Asset Management LLC. Item 1I-24 January 4, 2023 633 W 5th Street, Suite 2560 Los Angeles, CA 90071 PFM Asset Management LLC 213.999.7203 | pfmam.com James Bounds City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 RE: Request for Proposal (“RFP”) for Investment Management and Advisory Services Cover Letter Dear Mr. Bounds: On behalf of PFM Asset Management (“PFMAM”), I am pleased to submit this proposal to provide investment management services to the City of Palm Desert (the “City”). Our history with the City dates back nearly two decades. PFMAM serves as the longstanding investment adviser to the California Asset Management Program (CAMP®), a local government investment pool (“LGIP”) in which the City has participated for many years. City staff regularly interact with PFMAM’s Client Services Group (“CSG”) for CAMP-related needs. Various finance staff from the City have also served on CAMP’s Board of Trustees over the years. We would love the opportunity to build on our existing relationship with the City through CAMP and serve as your investment advisory partner. PFMAM has been managing fixed income portfolios in California since 1989. We have built a strong reputation among public sector investors based on our objective advice, in-depth knowledge and continual research of the fixed income market, and dedicated resources that enable us to implement customized investment programs. Today, we manage or advise on $186 billion in total assets, including $140.3 billion in discretionary assets under management (“AUM”) and $45.7 billion in non-discretionary assets under advisement (“AUA”), as of September 30, 2022. We also have extensive experience helping governmental entities like the City transition from internal to external investment management, between investment advisors, or transition away from working directly with brokers. As your fiduciary, we will uphold best practices, including developing an understanding of your procedures and preferences, maintaining close communication with your staff, providing direct access to our key professionals, including portfolio managers, and proactively involving you in strategy development. The City will be able to depend on our committee-vetted approved issuer list and broker/dealer list. We will also disclose our fees to the City in a transparent manner, and we do not accept hard or soft dollars from third parties. Throughout our proposal, we highlight how we offer the City ideas that seek to enhance returns while safeguarding its portfolio assets strategically in today’s global and market climate, and offer case studies from other cities we serve in California. This includes protecting the City from interest rate risk, credit events, and exploring the full range of investments permitted by California Government Code (“Code”). As your fiduciary, we will uphold best practices, including developing an understanding of your procedures and preferences. Item 1I-25 City of Palm Desert January 4, 2023 Page 2 633 W 5th Street, Suite 2560 Los Angeles, CA 90071 PFM Asset Management LLC 213.999.7203 | pfmam.com With PFMAM, the City will receive education and training for its staff, guidance on best practices, and full transparency. Other benefits to the City include: ▸ Expertise in California Government Code. We have been helping California public agencies with crafting and updating their investment policies since 1989, and we know and understand all applicable sections of Code that regulate investment by local California governments. Our practice leaders participate on the California Municipal Treasurer Association (“CMTA”) Investment Policy Certification Committee as well as the Association of Public Treasurers of the United States and Canada (“APT US&C”) Investment Policy Certification Committee. ▸ Sophisticated Resources Dedicated to the City’s Success. As an extension of your team, PFMAM will resource the City’s finance department with tools and expertise supporting all aspects of your investment program. We employ more than 260 professionals (as of September 30, 2022) dedicated to supporting our public sector and other institutional clients, including a fixed income trading desk and Portfolio Strategies Group (“PSG”), Accounting Group, and Compliance Group. ▸ Strong Performance, Full Cost Recovery. During the past 10 years, PFMAM’s 1-5 Year Fixed Income Composite has delivered an average annual return of 0.87%, which is 0.15% higher than the average return of the ICE Bank of America (“BofA”) 1-5 Year Treasury Index for the same period. On a $100 million portfolio, this equates to $9.0 million of total investment earnings over that period, approximately $2.7 million of which is incremental investment earnings over and above a market-based index.1 We believe in full cost recovery, striving to produce enhanced earnings, superior performance, and excellent client service. ▸ Innovative Strategies Designed to Add Value. Based on our preliminary review of the City’s portfolio from its February 2022 Investment Report, we believe there is an opportunity for the City to optimize liquidity balances, extend the overall duration of the portfolio to capture higher returns and diversify further across high-quality, fixed income investment sectors permitted by Code. PFMAM will work closely with the City to develop and implement a long-term strategy aligned with the City’s investment objectives. The City will be supported by a strong credit team and process that helps pursue the relative value offered by these investments safely. PFMAM’s credit capabilities helped us navigate the markets during the credit crisis and, most recently, the COVID-19 pandemic. We appreciate your consideration. Should you have questions, please contact me at 213.999.7203 or meachams@pfmam.com. Sincerely, Sarah Meacham Managing Director PFM Asset Management LLC 1 Source: PFMAM internal data as of September 30, 2022. Item 1I-26 3 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 4. CONTENT AND FORMAT OF PROPOSAL 4.1 Proposal (WITHOUT COST) A. Cover Letter 1. This letter should briefly introduce the firm, summarize the firm’s general qualifications, include an executive summary of the specific approach which will be used to deliver the work scope; and identify the individual(s) name, address and phone number authorized to negotiate Agreement terms and compensation. Our cover letter is included in the section before this page. B. Experience and Technical Competence 1. Background: Provide history of the firm’s consulting experience which specifically addresses the individual or firm’s experience with similar Service as described in this RFP. PFMAM is a leading provider of independent investment advisory services to public entities and other institutional investors with $186 billion in total assets, including $140.3 billion in discretionary AUM and $45.7 billion in non-discretionary AUA, as of September 30, 2022. We have been providing investment advisory services for 43 years. PFMAM’s predecessor firm was founded in 1978 to provide independent financial advisory services to the public sector. We began providing investment advisory services in 1980. In California alone, we manage $33.1 billion in assets and advise on an additional $24.0 billion in non-discretionary assets. Of that amount, we manage or advise on $20.7 billion for 70 cities in California, including the City’s neighbors, the cities of Rancho Mirage and Coachella. Since 1989, we have also served as the investment adviser to CAMP®, a California joint powers authority that operates an LGIP for California public entities, with fund assets of approximately $7.9 billion as of September 30, 2022. The City has been a longtime CAMP Shareholder and has been represented on the CAMP Board of Trustees multiple times throughout the years. We manage operating funds, capital funds, reserve funds, and bond proceeds for governmental and other public entities across the country, and we believe that our professionals’ successful management of high-quality assets is evidenced by several major accomplishments, including: ▸ Pioneering the nation’s first grassroots LGIP in 1981. ▸ Successfully protecting our client assets during the 2007-2008 financial crisis without a loss of principal due to default or bankruptcy. ▸ Adopting the CFA Institute’s Global Investment Performance Standards (“GIPS®”) in 2003. ▸ Surpassing $150 billion of public funds under management and advisement in 2019. ▸ Actively participating in government organizations like the Government Finance Officers Association (“GFOA”), CMTA, California Society of Municipal Finance Officers (“CSMFO”), the Item 1I-27 4 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 California Special Districts Association (“CSDA”), the Association of California Water Agencies (“ACWA”). ▸ Helping develop GFOA Best Practices related to investing public funds through past membership on the GFOA’s Committee on Treasury and Investment Management. ▸ Maintaining an unblemished record of ethics and integrity. 2. References: The proposal shall include a list of recently completed projects that are similar in scope and function to this RFP. Provide a description of the project, client name, and the name, title, and telephone number of the primary contact person. We encourage the City to contact the references below: Reference Name and Address Contact Information Portfolio Size and Services Provided* City of Vista 200 Civic Center Drive Vista, CA 92084 Mike Sylvia, Director of Finance/ City Treasurer 760.643.5367 msylvia@ci.vista.ca.us ‣ $261 million ‣ Discretionary fixed income and MACM services California Joint Powers Insurance Authority 8081 Moody Street La Palma, CA 90623 Jason McBride, Finance Director 562.467.8729 jmcbride@cjpia.org ‣ $339.3 million ‣ Discretionary fixed income services City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Tamara Oatman, Finance Director 909.774.2430 tamara.oatman@cityofrc.us ‣ $364 million ‣ Discretionary fixed income services City of Rancho Mirage 69-825 Highway 111 Rancho Mirage, CA 92270 Kofi Antobam, Director of Administrative Services 760.324.4511 kofia@RanchoMirageCA.gov ‣ $85.7 million ‣ Discretionary fixed income services *As of September 30, 2022. C. Firm Staffing and Key Personnel 1. Staffing: Provide the number of staff to be assigned to perform the Services and the names/discipline/job title of each as well as your firm’s capacity to provide additional personnel as needed. PFMAM employs more than 260 personnel as of September 30, 2022. We commit a team of nine personnel who will be assigned specifically to the City’s engagement. However, we have the ability to commit additional personnel as needed, including members of our more than 25-person CSG. Our CSG professionals currently support the City’s CAMP-related needs. Item 1I-28 5 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 2. Key Personnel: Identify key persons that will be principally responsible for working with the City. Indicate the role and responsibility of each individual. Our key personnel who will be principally responsible for working with the City include Sarah Meacham, Managing Director and Co-Head of our California Practice and Richard Babbe, CCM, Senior Managing Consultant. Sarah and Richard will serve as the City’s key contacts. 3. Team Organization: Describe proposed team organization, including identification and responsibilities of key personnel. We will pledge significant, senior-level resources to the City to help ensure that its investment needs are being met. Our proposed team is committed to providing the City with the highest level of service. Our project team includes: ▸ Client Contacts: Sarah Meacham, Managing Director and Co-Head of California Practice, Engagement Oversight. 18 years of experience, 18 years with PFMAM. Richard Babbe, CCM, Senior Managing Consultant, Day-to-Day Relationship Manager. 34 years of experience, 24 years with PFMAM. Jeremy King, Key Account Manager, Client Services Group (onboarding, transactional support). 17 years of experience, 10 years with PFMAM. ▸ Primary Portfolio Manager: Bob Cheddar, CFA, Managing Director and Head of Portfolio Management. 25 years of experience, 19 years with PFMAM. ▸ Strategy: Kyle Jones, Managing Director and Head of PSG. 21 years of experience, 11 years with PFMAM. Gray Lepley, Portfolio Strategist. 8 years of experience, 8 years with PFMAM. ▸ Oversight: Kenneth Schiebel, CFA, Managing Director and Chief Investment Officer (“CIO”). 42 years of experience, 29 years with PFMAM. Karen Jones, CPA Australia, Managing Director, Accounting and Reporting. 33 years of experience, 5 years with PFMAM. Leo Karwejna, Managing Director and Chief Compliance Officer. 24 years of experience, 12 years with PFMAM. We further detail our team in Section 10.6 and include resumes of key professionals in Appendix A. 4. Subcontractors: The Proposer shall identify functions that are likely to be subcontracted and identify the subcontractor that is anticipated to perform each function. PFMAM does not intend to use subcontractors on this engagement. D. Proposed Method to Accomplish the Work 1. Describe the technical and management approach to providing the Services to the City. Proposer should take into account the scope of the Services, and general functions required. Include a draft first year schedule of tasks, milestones, and deliverables that will provide for timely provision of the Services. In reviewing the scope of Services and goals described herein, the Proposer may identify additional necessary tasks and is invited to bring these to the City’s attention within the discussion of its proposed method to accomplish the work. We confirm that we can perform all services requested in the Scope of Services. Item 1I-29 6 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Our scope of services and implementation plan follow our understanding of the City’s project’s objectives. Understanding of the Project’s Objectives We understand the City is seeking an investment manager with resources to support its investment program. PFMAM is qualified to perform all of the required services outlined in the RFP and has a proven track record of successfully delivering these services to cities across California, demonstrated by the case studies provided later in the proposal. We have a disciplined, low-risk approach to investing. Our investment strategies are designed to optimize investment returns, while carefully managing risk, especially during times of market volatility. Our philosophy shares the City’s primary objectives of seeking to ensure safety and liquidity—all in compliance with the City’s Investment Policy and Code. We have worked hard to achieve our objective of outperformance relative to market benchmarks over each phase of the normal interest rate cycle, while mitigating volatility of results in an effort to eliminate surprises. Our success is reflected in our fixed income performance composites—the firm’s performance track record. We include our fixed income separate account composites in Appendix B. If selected by the City, PFMAM would immediately facilitate an organized transition plan, visualized in the following timeline. We recognize that hiring a professional advisor may be a significant change in routine for all involved at the City, and, as such, our goal is to be viewed as an extension of your staff. Given our prior experience with the City, we believe this transition will be smooth. The City can be confident that Sarah and Richard will coordinate with other members of the engagement team to guide your staff through each step, as PFMAM has done for other cities making this same transition. Throughout the transition, and while we serve as your investment manager, we can provide training for City staff on topics such as cash management techniques, writing investment policies, formulating a duration, yield curve and sector strategy, and selecting and using performance benchmarks. At every step of the transition, we will look to provide education to City staff, not just on what we recommend, but why we recommend it. Further, we also provide written publications, educational webinars, and informative podcasts for clients that are timely to the events of the markets. They can be viewed here: pfmam.com/Newsroom. Our investment strategies are designed to optimize investment returns, while carefully managing risk, especially during times of market volatility. Item 1I-30 7 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 The following plan assumes we receive all necessary administrative documentation and authorizations from the City in a timely manner. We include a schedule for the first year in Appendix C. 10. SCOPE OF SERVICES 10.1 Scope of Work 1. Manage the City’s investment portfolio pursuant to the City’s Investment policy. We believe we will also add value to the City’s portfolio by creating operational efficiencies that may be difficult to achieve at a local government level. In our role with the City, we will take on the responsibility for many of the time-consuming, day-to-day activities related to managing a portfolio, including competitively shopping transactions, coordinating trade settlement with the broker and custodian, reconciling investment activity, monitoring credit quality, and preparing investment reports. PFMAM utilizes Bloomberg Asset and Investment Manager (“Bloomberg AIM”) to house, monitor, and automate compliance. All trades are staged and processed through Bloomberg AIM, which applies all aspects of each client’s investment policy guidelines and limits to pending trades and verifies compliance on a pre-trade basis. Post-trade compliance is also checked after every trade. Lastly, every one of our managed portfolios is run through an end-of-day compliance check. 2. Assist the City with cash flow/maturity analysis. PFMAM will use its proprietary cash flow model to review the City’s historical cash flow data. We will provide recommendations regarding how to best minimize excess cash while ensuring you have funds for unexpected expenditures. We will work with City staff to develop a dynamic portfolio structure that allows for adequate liquidity to meet the City’s cash flow requirements, while seeking to maximize interest earnings by utilizing longer-term investments. In addition to recommendations driven by cash flow needs, PFMAM also regularly develops recommendations based on market conditions. We will regularly review the City’s investment holdings for opportunities. Economic conditions and changes in interest rates, among other factors, are all considered when we advise you. For example, when the Federal Reserve (“Fed”) makes a specific Item 1I-31 8 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 statement or changes policy, the dynamics of the short-term markets can be affected, and subsequently reflected in our portfolio decisions. We notify clients of our current views on the market through monthly commentaries and other educational pieces, such as our recent pieces on the opportunities presented by investing in supranationals and why clients might want to consider asset-backed securities (“ABS”) in the current market. We include both pieces in Appendix D. 3. Provide assistance in developing and implementing an investment strategy that will maintain or enhance portfolio quality and performance within the parameters of the City’s Investment Policy and cash flow needs. We will work with the City to review and potentially enhance investment procedures and portfolio documentation. We will detail how we will work with the City to develop and execute an investment strategy consistent with the City’s stated investment policy objectives and parameters, applicable laws and our understanding of the City’s cash flow needs throughout this scope of services. Once a strategy is determined together with the City, our engagement team will implement and monitor the customized investment strategy for the portfolio—any recommended amendments to the City’s Investment Policy required to implement this strategy will be made to the City. Our investment process involves a combination of committee-driven strategic decisions and daily review and implementation by the assigned portfolio management team. Our Fixed Income Investment Committee (“Investment Committee”) establishes key investment strategy parameters, such as duration and sector allocation targets, while the portfolio manager makes day-to-day decisions that incorporate the City’s objectives, constraints and optimal portfolio structure. To further shape how the portfolio strategy is developed and implemented, relationship managers like Sarah and Richard will coordinate with our portfolio strategists and the portfolio manager. This approach allows us to provide more customized recommendations to our clients, such as cash flow considerations. 4. Provide credit analysis of investment instruments in the portfolio, and evaluate market risk and develop strategies that minimize its impact on the portfolio. Should there be any significant market events that impact portfolio security or performance, we will immediately notify the City. We recently provided our clients with an update concerning the latest Fed interest rate increase and regularly provide our clients with a written monthly market update and special reports. In addition, we host a monthly California Market Update webinar. We believe a strong credit process, including issuer monitoring, is more important than ever as markets increasingly face global events such as the pandemic and military conflicts. Our clients benefit from the combined resources of U.S. Bancorp Asset Management, Inc. ("USBAM") and PFMAM’s credit analyst teams, further enhancing our time-tested credit process. With PFMAM as its investment advisor, the City’s corporate issuers would be monitored by the Credit Research Group, which represents the combined resources of USBAM’s and PFMAM’s credit analyst teams. We monitor issuers in and out of our Approved Issuer universe on a continual basis in order to identify potential downgrades before they occur. If a downgrade below the level required to purchase were to occur for a security in the City’s portfolio, we would (1) notify the City, (2) fully assess the issuer’s credit situation and (3) recommend a course of action based on the City’s circumstances. Item 1I-32 9 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 We seek to control market risk primarily through careful management of portfolio duration, both on an absolute basis, and relative to any established benchmark. Although longer duration portfolios have typically generated greater returns over time, they also expose the portfolio to greater short-term volatility. We establish duration limits and targets for each portfolio based on each client’s return objectives and risk tolerance, and we manage each portfolio within the established limits. 5. Continually monitor market conditions and circumstances and report on any recommended changes to policies, strategies, and specific positions. PFMAM meticulously monitors market sectors, which helps us to quickly identify new investment opportunities and adapt investment strategies as market conditions change over time. We will communicate our market and economic research and analysis to the City through monthly commentaries, quarterly reports and periodic whitepapers, or special reports. PFMAM typically takes a proactive approach to portfolio management. In other words, our portfolio managers typically do not hold all securities to maturity. Market opportunities may arise whereby a security could be sold, and another purchased, which enhances the return of the portfolio and helps ensure ongoing consistency with the City’s investment strategy. As the City’s investment advisor, we would demonstrate the benefits and considerations to an active management approach and work with the City to determine if this approach is suitable. Investment decisions are monitored at the portfolio level through a series of daily and weekly reports used by the portfolio management team to assess portfolio duration, sector allocation, maturity structure, and performance. Performance is compared to comparable market benchmarks and dissected to determine the source of relative performance differences. At the individual security level, all risk characteristics are monitored regularly, triggering re-evaluation if necessary. In particular, we have monitoring systems in place to immediately identify important news that might affect an issuer, as well as any rating agency actions, such as upgrades, downgrades, credit watch, or changes to ratings outlooks. In fact, our credit review process seeks to identify potential rating changes before they occur. Individual holdings are also regularly assessed from both a yield and performance perspective. All holdings within a sector are evaluated against the universe of investments in that sector to identify individual securities with the best value. 6. Perform broker/dealer due diligence and maintain relations with the broker/dealer community. We are not a broker/dealer or bank, and we carry no inventory of securities. Rather, we competitively shop every transaction to seek to obtain best execution for our clients. For every security we buy and sell, we solicit bids from a minimum of three to five broker/dealers (when available) from our approved broker universe. Our current broker/dealer list encompasses more than 60 different names. We will solicit bids for different types of securities from different brokers whom we know to trade efficiently, provide good pricing, and/or good execution on that specific security type. This depth of broker/dealer relationships allows us to provide cost savings to our clients because no one broker/dealer can offer an optimal price all the time. Item 1I-33 10 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 PFMAM maintains an approved broker/dealer list (approximately 60 in total). We only add broker/dealers to this list that we have reviewed, approved, and regularly monitor (i.e., primary dealers who regularly report to the New York Federal Reserve Bank or approved regional or secondary market dealers that qualify under the SEC Rule 15C3-1). We have established policies and procedures to evaluate and monitor firms’ creditworthiness and their ability to perform the duties necessary for efficient trade execution. Our Credit Risk Management Committee assesses many important factors, including market presence, capitalization, company history, profitability and management, product availability, trade execution, timeliness of information, quality of service and personnel, and special circumstances such as qualified minority/women-owned business enterprise (“M/WBE”) firms. By delegating the broker/dealer review and monitoring function to PFMAM, the City would benefit from our firm’s extensive due diligence, long-term relationships in the brokerage community, economies of scale, and access to investment offerings at the most available competitive prices. As the City’s investment advisor, we would be responsible for overseeing compliance for broker/dealer selection. We will conduct formal semi-annual reviews of all approved broker/dealers to help ensure counterparties continue to meet our safety, service, and competitive pricing standards. We will use our knowledge of broker strengths and weaknesses to select what we believe to be the optimal list of brokers for each security type and situation. Through our well-informed competitive bidding process, we will work diligently, seeking to obtain optimal prices for the City on every trade. 7. Place all orders for the purchase and sale of securities, communicate settlement information to the City’s staff and coordinate security settlement. All trades to be approved by City staff. Execute all approved trades through competitive bidding processes when possible. PFMAM meticulously monitors market sectors, which helps us to quickly identify new investment opportunities and adapt investment strategies as market conditions change over time. We will communicate our market and economic research and analysis to the City through monthly commentaries, quarterly reports and periodic whitepapers, or special reports. For each buy/sell transaction, our portfolio management team will: ▸ Identify and execute trade opportunities, including performing investment research and analysis of macroeconomic environment, evaluating sectors and issues for relative value, and identifying specific issues that fit the strategy, including competitively shopping from at least three qualified brokers for the security. ▸ Once approved by the City, execute the trade through a competitive process, including coordinating trade settlement and transmitting trade information to both the client and custodian, confirming custodial receipt. ▸ Provide the client with a copy of the trade confirmation from our team and broker confirmation. ▸ Enter the trade into our accounting and reporting system. All clients receive trade confirmations the same day, and broker confirms may be sent independently. Item 1I-34 11 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 8. Ensure the portfolio is in compliance with applicable laws and the City’s Investment Policy including ordinances and resolutions relating to the investment of public funds. PFMAM has made substantial investments in our compliance practices—both staffing and technology— to help ensure we adhere to clients’ investment policies and state regulations such as Code. The City’s policy and any other written guidelines will be coded in Bloomberg AIM, an automated policy compliance and trade execution system. Compliance personnel are integral to the input and implementation of all client policy limits into Bloomberg AIM, and provide an independent review of all rules and documentation before trading can commence. In addition to the initial setup in Bloomberg AIM, the other components of PFMAM’s multi-layered compliance oversight and daily practices are described below. ▸ Culture of Compliance. The PFMAM trading desk also follows a detailed protocol on the execution, confirmation, and settlement of client transactions. These procedures include numerous checks and balances and are designed to minimize and catch any trade errors or failed trades, whether caused by PFMAM, the broker counterparty, or the custody bank. There is also separation of duties between trading and accounting/reporting/reconciliation. ▸ Automated Compliance Monitoring of Trade Activity. All of our trades are entered through Bloomberg AIM. Bloomberg AIM helps ensure compliance between a client’s investment policy and a pending trade in a real-time environment. Bloomberg AIM also allows our portfolio managers and traders to monitor allocations more easily among individual sectors and issuers within the guidelines set forth by investment policies. ▸ Post-Trade Review. At the end of each day, Bloomberg AIM is used to conduct a full compliance check on all portfolios. Any exceptions are reported to the Compliance Group for resolution. ▸ Transparency. Lastly, PFMAM maintains a culture of transparency in our reporting and communication with clients. In addition to a variety of periodic portfolio and performance reports, clients also have access to their portfolios on a daily basis through our secure online client portal so that they can review their current holdings and transactions at all times. Bloomberg AIM We utilize Bloomberg AIM to house, monitor, and automate investment policy compliance. During the account onboarding process, every client’s investment policy is reviewed and investment restrictions of any applicable bond resolution, are entered into Bloomberg AIM and independently verified by PFMAM’s Compliance Group. All trades are processed through Bloomberg AIM, which applies client investment policy guidelines and limits to pending trades, and verifies compliance. Compliance is also verified on a post-trade basis after trade execution. At the end of each day, every one of our firm’s managed portfolio is run through an additional compliance check. All exceptions are reported to and addressed by PFMAM’s Compliance Group. In addition, post-trade compliance is also confirmed by the following procedures: ▸ Portfolio managers and traders review daily holdings reports for each portfolio. Item 1I-35 12 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 ▸ All trading activity is regularly reviewed by the CIO. ▸ Monthly and quarterly client reports can be used to affirm compliance with client guidelines. Investment mandates are monitored through weekly internal portfolio reports that show detailed holdings, sector allocations, and key performance drivers, such as duration. ▸ Performance of all accounts is calculated and reviewed weekly relative to market benchmarks; attribution trends are noted and analyzed. 9. Attend Finance Committee or City Council meetings as necessary. Sarah and/or Richard will attend Finance Committee or City Council meetings as necessary. At these meetings, we are happy to provide training on a wide range of investment topics, should the Finance Committee or City Council request it. 10. Provide the City with investment reports that shall include, but not be limited to the following: a. Monthly statements with all the information required by the California Government Code and Governmental Accounting Standards Board (GASB). These reports must include, but not limited to detailed portfolio holdings including purchase price, accrued interest, amortized cost, market and book values, purchase date, maturity date, next upcoming potential call date, assigned security ratings by a nationally recognized statistical rating organization (NRSRA), principal and interest payments, effective earnings rate, yield to maturity, days to maturity, and portfolio summary statistics. These reports are required to be completed no later than the 10th of the month for the immediately preceding month for presentation to the City Council at their next available meeting. b. Quarterly investment reports including a description of market conditions, investment strategies employed, performance, and suggested changes to investment strategy. The performance numbers shall be presented as required by the CFA Institute’s Global Investment Performance Standards (GIPS). c. Annual portfolio performance reports, based on the City’s fiscal year, including, but not limited to local and national economy, the City’s portfolio holdings, performance objectives, and policy compliance. Our comprehensive reports are designed to support our public sector clients’ needs and therefore contain all information needed for state reporting standards and required by the City. This includes incorporating Generally Accepted Accounting Principles (“GAAP”) and Governmental Accounting Standards Board (“GASB”) standards. Our month-end statements are available online by the third business day of the new month and our monthly market commentaries provide a wealth of information on relevant market and interest rate information. We find that these pieces work as excellent exhibits for monthly Council submissions. Our quarterly reports include a description of market conditions, investment strategies employed, performance, and suggested changes to investment strategy. Our performance will be presented as required by the CFA Institute’s GIPS®. Our year-end quarterly report will include details on the local and national economy, the City’s portfolio holdings, performance objectives, and policy compliance. Item 1I-36 13 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 11. Annually, or more often, if necessary, review the City’s Investment Policy and provide recommended changes as needed per California Government Code or to incorporate best practices as provided by relevant statewide and national organizations. The City’s Investment Policy will be submitted to the Finance Committee and the City Council for approval on an annual basis. PFMAM has been helping California public agencies with crafting and updating their investment policies for more than 30 years. We know and understand all applicable sections of Code that regulate the investment by California local governments. Each client’s policy receives a comprehensive review at the inception of the relationship, as well as annually thereafter. Investment policies updated by PFMAM are designed to enable clients to meet their objectives of safety and liquidity, while providing enough flexibility to meet performance objectives. In our policy recommendations, we incorporate the best practices of GFOA, CMTA, and the APT US&C, as well as PFMAM’s deep industry knowledge and experience. We closely monitor changes to Code that may affect our clients, and communicate these changes through formal memos or as a part of our investment policy review process. PFMAM team members can work with the City Finance Committee and City Council to help ensure their understanding of the City’s Investment Policy and any recommended revisions. Sarah and Richard are available to attend Finance Committee and City Council meetings to discuss updates to the Investment Policy along with any new best practices throughout the industry. 12. Serve as a general resource to the City’s staff for information, advice, and training regarding fixed-income investments. Communicate as necessary with City staff to understand the City’s investment operations. We will serve as a resource to the City’s staff for information, advice, and training regarding fixed-income investments. We will communicate regularly with City staff to understand the City’s investment operations. The City should consider the proposed engagement team as an extension of its staff. Our engagement team members will be available in a timely manner in person, by phone, or by email to provide the City consultation and advice. One of our roles is to make sure that the City’s finance staff is always informed about the state of the portfolio, as well as ongoing market events. City staff will have access to all members of the engagement team as needed. Sarah Meacham and Richard Babbe will be the City’s main points of contact, and their duties include: ▸ Communicating investment strategies to the City; ▸ Monitoring changes in the City’s objectives and cash flow needs; ▸ Making sure that portfolio strategy continues to meet the City’s goals; and ▸ Providing timely market updates on both a formal and ad hoc basis. Item 1I-37 14 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 We also encourage frequent dialogue with our portfolio managers, strategists, and relationship managers because it will help us work in partnership with the City to develop and implement an investment strategy that best meets the City’s specific needs. Our relationship managers, analytical and accounting staff will also be available to answer any questions. All of our clients have online access to month-to-date transactions, a daily listing of portfolio holdings and same day availability of online electronic trade confirmations to keep them apprised of current investment activity. All of our meetings with the City will generally include a component of training on various topics related to management of the funds. We are also able to implement more formalized training during our quarterly review meetings by allocating a portion of our materials and time to address different investment topics of interest to City staff. We also will design specific training presentations covering various topics at client request. The members of the City’s engagement team will have regular contact with the City, and are available as a general resource to provide advice and training on a wide variety of investment topics. These professionals can provide the City with a deep understanding of market events and our trading strategies. Examples of topics for our training sessions can include: ▸ Formulating a duration, yield curve, and sector strategy. ▸ Cash flow analysis. ▸ Cash management techniques. ▸ Active portfolio management. ▸ Writing investment policies. ▸ Understanding and analyzing callable securities. ▸ Managing credit and duration risk. ▸ Investment strategies for bond proceeds. ▸ Arbitrage rebate regulations. ▸ Selecting and using performance benchmarks. 10.2 Consultant’s Prior Experience and Qualifications a. Describe your firm’s experience in managing fixed income portfolios for public funds and governmental entities. Beyond investing, the City needs a turnkey solution to include investment policy development, internal control and operational best practices, reporting and communication, and investment training for staff. PFMAM meets or exceeds all of the City’s minimum qualifications and has 43 years of experience performing the City’s Scope of Services. PFMAM actively manages high-quality portfolios comprising short- to intermediate-term, fixed-income securities. Our internal team of seasoned portfolio managers and traders actively participate in the markets on a daily basis and competitively buy or sell securities on behalf of our clients. Item 1I-38 15 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 PFMAM’s fixed income accounts primary center around short- and intermediate-term portfolios. The accounts under management consist of operating funds, capital reserves, insurance reserves, proceeds from the sale of bonds and other government funds, with a typical investment horizon of overnight to 10 years. These portfolios are primarily comprised of government obligations and high-quality credit obligations. Our client base for these services are primarily states, state agencies and political subdivisions. In addition, we are the investment advisor for 18 statewide LGIP programs. CASE STUDY2 City of Vista, California - Total Market Value (as of June 30, 2022): $309 million In 2016, as the result of a competitive procurement process, the City of Vista (the “City”) hired PFMAM to manage its sizeable investment portfolio. Prior to engaging PFMAM, the City had managed its funds internally. At the outset of the engagement, we performed a detailed cash flow analysis to help the City assess its liquidity needs and to determine the optimal mix of liquidity and longer-term investments. We have also helped the City to update its Investment Policy and further expand its listing of permissible investments. As is appropriate for an internally-managed portfolio, the City’s portfolio was almost exclusively invested in U.S. government and municipal securities when we first began managing the City’s assets. We worked diligently to provide education to the Investment Oversight Committee (“IOC”) and staff about the benefits of further diversifying the portfolio across the full range of high-quality fixed income investment sectors permitted by the Code. As a result, the City’s Investment Policy has been amended over the years to gradually increase exposure to non-government sectors, and the portfolio has benefitted from enhanced interest earnings and further diversification. As of June 30, 2022, the City’s portfolio was diversified across U.S. government obligations, corporate notes, certificates of deposit (“CDs”), supranational obligations, and municipal obligations. As a result of expanded investment parameters and PFMAM’s diligent and proactive management, the City’s portfolio has delivered strong outperformance compared to its performance benchmark, while meeting the City’s foremost objectives of safety and liquidity. Additionally, the City has engaged PFMAM to provide investment management services for its Section 115 supplemental pension trust. b. What is your firm’s experience in developing policies and investment portfolio management guidelines for government portfolios? PFMAM has been helping California public agencies with developing and updating their investment policies and portfolio management guidelines for more than 30 years. We understand all applicable sections of the Code that regulate the investment activities of California local governments. Each client’s policy receives a comprehensive review at the inception of the relationship, and we propose annual reviews thereafter. Investment policies we update are designed to enable clients to meet their objectives 2 This example is based on factual information from investment advisory services provided by PFM Asset Management LLC. It is for general information purposes only as it is not intended to provide specific advice or any specific recommendations. The results of individual clients will vary materially depending upon various factors including, but not limited to, the size and structure of each portfolio, permitted investments, prevailing market conditions, and other events or circumstances beyond your control or the control of PFMAM. Past performance does not necessarily reflect and is not a guaranty of future results. The information contained in these examples is not an offer to purchase or sell any securities. Item 1I-39 16 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 of safety and liquidity, while providing enough flexibility to meet performance objectives. Additionally, as an active member of APT US&C, CMTA, and GFOA, we incorporate best practices from these public- sector organizations when developing investment policies with our clients. Our professionals serve on various committees dedicated to promoting standards for local government policies. Sarah Meacham, Co-Head of PFMAM’s California Practice, frequently reviews policies as a member of CMTA’s Investment Policy Certification Committee. Our team is an active participant in statewide educational workshops and is often called upon to educate attendees on investment concepts, including investment policy development. Sarah Meacham, the City’s proposed engagement manager who also serves as Program Administrator for CAMP®, presents public investing topics as part of CAMP®’s Lunch and Learn series, the first topic of which was “Breaking Down the California Government Code & Recent Changes.” The other Co-Head of PFMAM’s California Practice, Monique Spyke, presented “How to Handle Buyer’s Remorse in a Rising Rate Environment” for the 2022 CSMFO conference and on diversity, equity and inclusion (“DEI”) for CMTA’s 2021 conference. At the outset of the engagement, and annually thereafter, PFMAM will review the City’s Investment Policy to help ensure that it is in line with Code, and that it is consistent with the City’s tolerances for risk. We will also continue to keep the City appraised of any legislative or industry changes that might impact the City’s Investment Policy. c. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm. Discretionary Assets by Client Type Type of Client Number of Accounts Amount Managed ($Billions) Percent by Market Value Governments/Public Institutions 701 $75.7 54% LGIP Programs 18 $53.0 38% Non-Profit Organizations 86 $5.0 4% Unions 15 $5.0 4% Corporations 14 $1.2 1% Total 843 $140.3 100% *Illustrates total discretionary assets by client type as of September 30, 2022. d. Describe your firm’s experience and or involvement, if any, in the Area region. In California alone, we manage $33.1 billion in assets and advise on an additional $24.0 billion in non- discretionary assets. Of that amount, we manage or advise on $20.7 billion for 70 cities in California. Since 1989, we have also served as the investment advisor to CAMP®, with fund assets of approximately $7.9 billion as of September 30, 2022. Within Riverside County, we manage funds for the Cities of Coachella, Eastvale, Lake Elsinore, Rancho Mirage, and Wildomar, as well as Coachella Valley Item 1I-40 17 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Water District, Jurupa Community Services District, and Western Riverside Council of Governments (“WRCOG”).3 e. Status of US Securities & Exchange Commission (SEC). PFMAM is registered with the SEC under the Investment Advisors Act of 1940. We include our Form ADV in Appendix F. 10.3 Assets Under Management a. Provide the number and types of accounts; total asset value and composition of portfolios currently being managed by your firm for government agencies. Summarize your assets under management (institutional only) over the past five years and average assets per client. We currently manage $128.7 billion for 720 accounts for governments, other public institutions, and LGIPs. This does not include other institutional assets such as funds for non-profit organizations and unions. We further detail the numbers and types of accounts, total asset values, and composition of portfolios we currently manage in our response to Question c in Section 10.2. The table below summarizes our institutional assets under management over the past five years. Year Firm AUM ($ mil) # Clients Average Size 2017 $80,607.6 714 $112.9 2018 $94,103.7 742 $126.8 2019 $113,146.7 766 $147.7 2020 $120,618.6 804 $150.0 2021 $130,174.9 792 $164.4 9/30/2022 $140,335.7 843 $166.5 b. Summarize your institutional investment assets under management by category as shown below for your latest reporting period: The totals in the table below include only discretionary assets we manage, are as of September 30, 2022, and are shown in millions. Governmental Non-Governmental Operating/Bond Funds $60,096 $2,866 Pension Funds $9,679 $5,648 Foundations/Endowments $118 $1,534 Equity Funds - - 3 As of September 30, 2022. Clients listed above are discretionary, fixed income clients who are California public entities. A full client list is available upon request. Inclusion on this list does not represent an endorsement of PFMAM or its services. Item 1I-41 18 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Governmental Non-Governmental Other (specify) $58,782 $1,614 Total $128,674 $11,661 *Other includes assets invested within our LGIP programs, self-insurance funds and similar assets managed for institutional entities. Pension funds includes defined benefit, defined contribution and other post-employment benefit (“OPEB”) funds. PFMAM serves as the subadvisor for two multi-asset class equity funds.. These assets under management are included in this table by client type and as such are not included in the equity funds category, because that would be double-counting of assets. c. Provide GIPS (Global Investment Performance Standards) compliant performance statistics on a comparable portfolio and compare with industry averages or benchmarks for the last one, three, five, ten years and/or since inception. If unable to provide GIPS statistics, please state reason. The following snapshot includes a performance summary of PFMAM’s 1-3 and 1-5 Year Fixed Income Composites as of September 30, 2022. PFMAM claims GIPS® compliance and has been verified. When demonstrating performance, we are required to also include our full composite presentation, available in Appendix B. d. In the past five years, has your firm purchased and held any security that was subsequently downgraded below the minimum credit ratings required for purchase under the California Government Code? What were the circumstances? What actions were taken? In the past five years, PFMAM has not purchased and owned any security for a client that is subject to Code that fell below minimum Code requirements, and we have never held any security that defaulted. If a downgrade below the level required for purchase were to occur for a security in the portfolio, we would fully assess the issuer’s current credit situation, and recommend a course of action based on the individual circumstances. In some cases, securities may be sold immediately; in other cases, securities may be held if they still meet our internal safety standards, the client agrees with our recommendation, and/or the remaining time to maturity is relatively short. Strategy/Benchmark Average Annual Total Returns Duration Standard Deviation of Returns (gross of fees) No. of Accounts Assets (in $ Millions) for periods ended September 30, 2022 (5 years) 3Q 1 Year 3 Years 5 Years 7 Years 10 Years PFMAM 1-3 Year Fixed Income Composite (gross) -1.23% -4.43% -0.22% 0.83% 0.86% 0.82% 1.65 1.36% 150 13,177 PFMAM 1-3 Year Fixed Income Composite (net) -1.36% -4.90% -0.71% 0.32% 0.35% 0.32% ICE BofA 1-3 Treasury Index -1.56% -4.86% -0.48% 0.57% 0.57% 0.60% 1.83 1.53% PFMAM 1-5 Year Fixed Income Composite (gross) -1.92% -6.32% -0.65% 0.67% 0.80% 0.87% 2.31 1.95% 158 14,862 PFMAM 1-5 Year Fixed Income Composite (net) -2.05% -6.79% -1.14% 0.17% 0.30% 0.37% ICE BofA 1-5 Treasury Index -2.28% -6.78% -0.97% 0.39% 0.49% 0.62% 2.55 2.17% ICE BofA 1-5 Gov't/Corp, AA or better -2.28% -6.81% -0.96% 0.42% 0.54% 0.67% 2.55 2.13% The performance data shown represent past performance, which is not a guarantee of future results. Investment returns and principal value will fluctuate. Performance data is shown both before and after deduction of investment advisory fees. The composite net-of-fees returns are calculated by deducting 1/12th of the model fee (0.50%) from the monthly gross composite return shown for conservative disclosure. Actual client fees will differ based upon their specific fee schedule. Composite presentations prepared in accordance with GIPS® are available upon request. For important disclosure information please visit pfmam.com/disclosures. Benchmark source: Bloomberg. All benchmarks represent total returns for the noted periods, with the exception of the ICE BofA Constant 5-Year Maturity Treasury Index, which represents a book value return by utilizing the rolling 60-month moving average yield. As the stable value benchmark is an equally weighted rolling 60-month moving average of a 5-year Treasury security for each month, the 2.54 year duration noted above represents a weighted average maturity (WAM). Item 1I-42 19 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 e. How many accounts have you gained in the last 12 months? How many accounts have been lost in the last 12 months and why? In the previous 12 months, we gained 69 clients and lost 10 clients. Reasons for lost clients may include contract expiration, spenddown of accounts, or changes in client staffing. 10.4 Investment Management Approach and Discipline a. Briefly describe your firm’s investment management philosophy, including your approach to managing governmental portfolios. Our core investment philosophy is fundamentally an active, relative-value-based approach, with an emphasis on investment grade securities and downside protection. Our goal is to meet our client’s safety and liquidity objectives while outperforming high-quality benchmarks, but with lower volatility. We believe we distinguish ourselves from other investment advisors in that our primary focus is on the management of fixed income public sector funds, with short to intermediate investment horizons. We strive to achieve competitive returns for our clients over time while carefully managing risk and preserving principal. Our investment objectives are consistent with the conservative and prudent nature of the City and are, in order of priority: ▸ Preservation of capital ▸ Providing liquidity when needed ▸ Seeking to optimize yield, consistent with the primary objectives of safety and liquidity Our team will always put safety at the forefront of each investment decision made on behalf of the City. The objectives listed above are achieved by putting into practice our key principles: ▸ We strive to deeply understand the needs of our clients when providing investment advice. At the beginning of this engagement, we will work closely with the City to gain an understanding of its investment program objectives and risk tolerance. ▸ We strive to create and manage investment programs that are safe, diversified and have low volatility. Our investment approach is based on relative value—the thorough analysis of the relative merits and risks of various investment types, maturities, and issuers in the context of current market conditions. Every investment decision is thoroughly analyzed and compared against a range of investment alternatives. ▸ We incorporate a low-risk, proactive management approach designed to complement and enhance our relative value approach. Active management can capture opportunities for enhancing earnings as markets or the relationships between investment alternatives change. In other words, our portfolio managers do not hold all securities to maturity. Market opportunities may arise whereby a security could be sold, and another purchased which enhances the return of the portfolio. This approach is especially important in portfolios managed to a total return benchmark. Item 1I-43 20 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 ▸ We employ a rigorous and diligent risk management process that includes careful monitoring of holdings. Our primary goal will be to keep the City’s portfolio safe. We perform ongoing and continuous due diligence on every issuer held in the portfolio. We use various monitoring tools as an early warning system to avoid negative surprises and conduct thorough issuer reviews that encompasses fundamentals such as liquidity, earnings, debt-to-equity ratios, and other factors. How We Can Help the City In our initial review, we found that 73.3% of the City’s $285 million portfolio was invested in liquid funds such as LGIPs and Money Market Funds as of February 28, 2022.4 Reducing excess liquidity will enable the City to invest in longer-term instruments, which have historically generated higher returns and greater income. Oftentimes, as a result of our cash flow modeling efforts, we find that public agencies are able to prudently transfer funds from liquidity to the longer-term (core) portfolio, thereby increasing investment earnings over the long-term. As an example, for illustrative purposes, as of November 30, 2022, LAIF was yielding 2.01%, while the ICE BofAML 1-5 Year Treasury Index was yielding 4.24%. At these rates, for each $10 million transferred from LAIF to a 1-5 year portfolio, the City can earn up to $223,000 in incremental earnings annually. Our strategy development process will start with a thorough cash flow analysis to help the City identify a “core” portfolio—the portion of the City’s balances that are not likely to be needed for normal operations. These identified balances can then be managed for long-term growth within the parameters of Code. Based on our current understanding of the City’s portfolio and objectives, PFMAM would apply our 1-5 year fixed income strategy, which is specifically tailored to California public agency clients subject to Section 53601 of Code (illustrated by the chart to the right and the following chart), to this portion of the City’s investment program. 4 Source: City of Palm Desert’s Monthly Investment Report for February 2022 For each $10 million transferred from LAIF to a 1-5 year portfolio, the City can earn up to $223,000 in incremental earnings annually. Item 1I-44 21 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 If the City is comfortable expanding its Investment Policy to permit the full array of sectors permitted by Code, we believe the Investment Portfolio will benefit from: ‣ Increased Income Potential: Reduced allocation to overnight investments if the results of a thorough cash flow analysis we to reveal funds that can be invested along the yield curve, increasing the income potential of the City’s investment program though market and interest rate cycles. ‣ Increased Diversification: With the addition of U.S. Treasuries, ABS (including mortgage-backed), Supranationals, municipals, and broader exposure to high quality medium-term note issuers will provide additional diversification. Over market and interest rated cycles, increased diversification has shown to improve return potential while reducing volatility. ‣ Strong Liquidity Profile: While dollars invested in the “Core” portfolio are less likely to be utilized to accommodate normal day-to-day operations, we believe it is important to maintain the ability to responsibility generate liquidity from the portfolio if unexpected cash needs were to arise. These considerations—particularly the addition of U.S. Treasuries—helps to support this priority. b. How frequently do you formulate and review your investment management philosophy? How is that carried out and who is involved? Our investment management philosophy, a relative value approach grounded in the basic tenets of providing for a high degree of safety and liquidity, has changed very little over the years. This philosophy has proven successful, especially in times of market stress. We believe our relative value approach is fundamentally sound in any time period and under any market conditions. Our approach is overlaid with a strong focus on risk management that reflects the nature of our clients. We have a conservative mindset toward investing, something we believe our clients want and which has benefitted them in the past. We act quickly to seek protection of client assets and capitalize on opportunities to add value. Our investment process for fixed-income portfolios involves a combination of committee-driven strategic decisions and daily review and implementation by the assigned portfolio management team. Our Investment Committee establishes key investment strategy parameters, such as duration and sector allocation targets, while the portfolio manager makes day-to-day decisions that incorporate the City’s objectives, constraints and optimal portfolio structure. The portfolio management process is also informed by detailed sector reports and analysis distributed weekly by sector experts and by analytical support provided by the firm’s PSG. Please see our response to question (g) for more detail. Item 1I-45 22 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 To further shape how the portfolio strategy is developed and implemented, relationship managers like Sarah and Richard will coordinate with our portfolio strategists and the portfolio manager. This approach allows us to provide more customized recommendations to our clients, such as cash flow considerations. c. Indicate what is distinctive about your philosophy. What are your primary strategies for adding value to portfolios? The primary way PFMAM adds value is by collaborating with our clients to understand their needs and using our collective expertise to develop investment strategies that are tailored to meet them. In addition, we use the following strategies: ▸ Understanding the City’s Cash Flows. We will begin building our investment strategy with the City by first gathering information on your historical cash flows to project future cash flows and determine liquidity needs, as well as a liquidity cushion for unexpected future needs. Our goal in this exercise will be to assist the City in determining the appropriate balance between liquid funds and a “core” balance. This will allow us to redeploy any excess liquidity in the portfolio and maximize returns in this rising rate environment. ▸ Sector Emphasis/Weighting. We regularly monitor the yield relationships between all permitted investment sectors (e.g., U.S. Treasury, federal agency, corporate, etc.) and recommend investments that we believe offer the best relative value. This does not mean we always buy the highest yielding investment, but the investment whose yield best compensates for the inherent risks of the investment and can be combined to create diversified portfolios. ▸ Yield Curve Placement. Through a series of analytical models, we seek to identify those maturities that offer the greatest value—that is, the most amount of yield or return potential for a given amount of risk. ▸ Issue Selection. Yields can vary significantly among issuers or, within the same issuer, among securities with similar maturities. Sometimes this is due to perceived quality differences that need to be carefully analyzed. Other times, it is due to supply differences, pricing inefficiencies, or other market anomalies. We seek to recommend securities that are both safe and offer high return potential. Our internal trading tools help us quickly identify and capitalize on pricing inefficiencies, which may result in higher portfolio yields for the City. However, quality always trumps yield in the efforts to seek higher returns. ▸ Credit Analysis. We employ a rigorous, market-driven approach to credit analysis that evaluates both the quantitative and qualitative aspects of issuers that we recommend for investments. Our credit research seeks to identify issuers that meet our credit quality standards and that offer incremental value with minimal credit risk, allowing us to safely increase yield. Our robust internal credit review and monitoring procedures are critical elements of the security selection process, and allocations to individual issuers are limited to ensure broad diversification. Item 1I-46 23 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 PFMAM deploys credit in a manner which minimizes issuer concentration risk. We believe that having a lower allocation to a broader array of names is consistent with prudent risk management practices and limits the adverse impact that any one issuer can have on a portfolio. ▸ Duration Management. We seek to add value by managing portfolio duration to manage risk and take advantage of interest rate trends but within a narrow range around the specified benchmark. We will generally manage duration to be close to the benchmark unless we have a strong conviction about the near-term direction of interest rates. Our disciplined approach to duration has enabled our clients’ portfolios to generate returns consistently in excess of the benchmark across a range of interest rate environments. ▸ Active Management. While every investment is purchased with the potential to hold to maturity, changes in market conditions may present recommendations to add value by selling a security before maturity and reinvesting in another investment. We monitor the markets on an ongoing basis, looking for opportunities to re-balance the portfolio among sectors and/or maturities that could add value and enhance investment performance. In fact, few investments are held to maturity, as opportunities regularly present themselves to enhance performance by selling securities before maturity and reinvesting in another investment with better performance characteristics. ▸ Competitive Shopping. We are not a broker/dealer or bank, and we carry no inventory of securities. Rather, we competitively shop every transaction to seek to obtain best execution for our clients. For every security we buy and sell, we solicit bids from a minimum of three to five broker/dealers (when available) from our approved Issuer universe. We do this because no one broker/dealer can offer an optimal price all the time. Even small savings per trade can add up to significant additional earnings over time. ▸ Increased Efficiencies. We believe we will also add value to the City’s portfolio by creating operational efficiencies that may be difficult to achieve at a local government level. In our role with the City, we will take on the responsibility for many of the time-consuming, day-to-day activities related to managing a portfolio, including competitively shopping transactions, coordinating trade settlement with the broker and custodian, reconciling investment activity, monitoring credit quality, and preparing investment reports. d. How are portfolios managed (e.g., by team, individual manager)? What is the back-up when the manager is away? What oversight is provided to portfolio managers? Portfolios are managed by a team. This allows multiple team members to be knowledgeable concerning the City’s portfolio, and will allow for another team member to manage the portfolio while the City’s lead portfolio manager is away. e. Describe your firm’s in-house technical and research capabilities and/or outside sources used by the firm on a regular basis. What percentage of your research is conducted in-house? In-House Technical and Research Capabilities Our technical and research capabilities include the following: Item 1I-47 24 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 ▸ A dedicated PSG that analyzes macro-level trends in the fixed income markets to identify and evaluate investment recommendations; ▸ Investment specialists who focus on specific sectors within the fixed income universe; ▸ Internally developed models that help assess which market sectors have the best relative value; ▸ Weekly in-depth internal research reports focused on key asset sectors; ▸ Yield curve diagnostics that evaluate which maturities might offer the best risk/return characteristics; and ▸ Analysis on real-time market pricing data that allow our portfolio managers to assess and take advantage of minute-to-minute changes in pricing and price relationships between sectors, maturities and specific issues. External Research While our primary investment research and analysis is done internally, we also have access to a wide range of external sources of economic and market information, including the following: ▸ Bloomberg; ▸ Credit research from Moody’s and Standard & Poor’s and CreditSights; ▸ Broker/dealer research ▸ Research and views of financial industry economists; and ▸ Electronic real-time trading platforms including Bloomberg Fixed-Income Trading (“FIT”), TradeWeb, and MarketAxess These external sources of information provide alternative perspectives to enhance our portfolio management process. In this way, we can blend multiple views on the economy with our own analysis to synthesize an optimal strategy. These resources supplement and enhance our in-house research and quantitative analysis capabilities. f. Describe your credit review process. We believe a strong credit process, including issuer monitoring, is more important than ever as markets increasingly face global events such as the pandemic and military conflicts. PFMAM benefits from the combined resources of USBAM and PFMAM’s credit analyst teams, further enhancing our time-tested credit process. The Russian invasion of Ukraine and subsequent sanctions have led to increased volatility in global bond, equity, currency and commodity markets—all of which could impact the creditworthiness of a corporate issuer. Since most large banks and corporations operate globally, many may have some direct or indirect exposure to current events through sales, operations or loans in the affected region. We continue to evaluate that exposure and watch emerging conditions in the financial markets carefully. Rest assured, PFMAM’s fixed income Approved Credit List contains no issuers domiciled in Russia, Belarus or Ukraine, and all securities we purchase on behalf of clients are denominated in U.S. dollars. Item 1I-48 25 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 With PFMAM as its investment advisor, the City’s corporate issuers would be monitored by the Credit Research Group, which represents the combined resources of USBAM’s and PFMAM’s credit analyst teams. We monitor issuers in and out of our Approved Issuer universe on a continual basis in order to identify potential downgrades before they occur. If a downgrade below the level required to purchase were to occur for a security in the City’s portfolio, we would (1) notify the City, (2) fully assess the issuer’s credit situation and (3) recommend a course of action based on the City’s circumstances. With PFMAM as its investment advisor, the City’s corporate issuers would be monitored by the Credit Research Group, which represents the combined resources of USBAM’s and PFMAM’s credit analyst teams. When assessing the issuer’s credit stance, we first determine whether those circumstances will continue to impact the creditworthiness of an issuer. In some cases, further purchases of an issuer may be suspended until a thorough review is completed, or in more serious cases, holdings are liquidated. In cases where the credit event is likely to be a one-time event (e.g., a one-time write-off, or it the issuer was downgraded but assigned a stable outlook) and the security is still rated within policy limits, no action may be necessary. If circumstances are serious, uncertain or likely to lead to additional potential downgrades, immediate action may be taken. Considerations of a sale would include the remaining time to maturity, policy requirements regarding downgrades and the state of the market. ▸ Fixed-Income Credit Committees. PFMAM benefits from the combined resources of USBAM and PFMAM’s credit analyst teams that have been combined into a new Credit Research Group. The Credit Research Group performs fundamental credit research and analysis, prepares and presents formal credit reviews, makes recommendations for inclusion on various approved lists, and conducts regular monitoring of issuers. The Credit Research Group supports two formal credit committees – one for taxable/corporate securities (the “Taxable Credit Committee”), and one for public and municipal securities (the “Public Finance Credit Committee”). The primary output of these committees is a series of approved lists. These committees are responsible for approving additions and deletions of issuers and securities to the relevant approved lists, and include representatives from the Credit Research Group, the chief investment officers of PFMAM and USBAM, and risk management personnel. PFMAM portfolio managers and traders can only purchase issues on the appropriate approved list. ▸ PFMAM Credit Risk Management Committee. This committee is responsible for establishing credit policies and managing credit risk in PFMAM’s fixed income portfolios. It develops and approves policies and procedures related to PFMAM clients’ credit exposure, monitors and performs oversight of PFMAM’s aggregate fixed income credit exposure, establishes credit categories and restrictions on issuers as necessary to enhance the approved lists to manage credit risk, and develops credit strategies and portfolio management initiatives with regard to the corporate and other credit-sensitive sectors. The additional restrictions and parameters applied to the approve Item 1I-49 26 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 lists do not rely solely on rating agencies, but rather employ a rigorous, market-driven approach that evaluates both the quantitative and qualitative aspects of issuers from the perspective of a public agency investor. We believe this process will continue to allow us to help clients successfully navigate the markets during volatile times such as the 2007-2009 credit crisis and COVID-19 pandemic. g. Describe your firm’s investment/portfolio management decision making process. The City’s portfolio management team is backed by dedicated fixed income groups that collaborate and reach consensus in a way to help ensure our clients receive our best ideas and solutions. This continual dialogue around our trading desk is informed by our: ▸ Fixed Income Investment Committee – meets formally at least once per month to review market conditions, assess relative value, review and evaluate analysis from a series of internal models, and discuss market risks and opportunities. The Investment Committee establishes strategic targets for portfolio duration, sector allocation preferences, yield curve placement, portfolio structure and any specific opportunities to be exploited or risks to be avoided. ▸ Trading Desk – comprises of a multi-disciplinary fixed-income trading desk which includes portfolio managers, traders, sector specialists, analysts, and PSG. Within the Investment Committee’s strategic parameters, fixed-income portfolio managers have the flexibility to buy and sell securities to implement the strategy mandate for each portfolio, and to take advantage of market movements, relative value changes or specific opportunities. Trades must conform to our standards and limits, our Approved Issuer universe, our Approved Broker List, as well as all client investment policies and objectives. Portfolio Strategies Group – supports the analytical needs of the Investment Committee and Trading Desk in support of the investment strategy decision making framework. The group supports with portfolio oversight and the creation and implementation of specific strategies for fixed income clients. h. Describe the ongoing daily investment procedures proposed for the City, including procedures for trades, security choice, controls, etc. We will proactively look for opportunities to enhance return, either through the reinvestment of maturities, or through swapping securities before maturity to better position the City’s portfolio, consistent with the City’s objectives. Portfolios are reviewed daily using standardized reports that provide data on individual holdings and overall portfolio characteristics. Daily trading decisions are made and executed by the lead portfolio manager, and supported by one or more traders and representatives of the PSG. Trades are executed within each client’s policy limits, which are monitored and ensured by the Bloomberg AIM trade compliance system. Trades are processed with compliance checks both before and after execution. PFMAM meticulously monitors market sectors, which helps us to quickly identify new investment opportunities and adapt investment strategies as market conditions change over time. We will Item 1I-50 27 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 communicate our market and economic research and analysis to the City through monthly commentaries, quarterly reports and periodic whitepapers, or special reports. For each buy/sell transaction, our portfolio management team will: ▸ Identify and execute trade opportunities, including performing investment research and analysis of macroeconomic environment, evaluating sectors and issues for relative value, and identifying specific issues that fit the strategy, including competitively shopping from at least three qualified brokers for the security. ▸ Execute the trade through a competitive process, including coordinating trade settlement and transmitting trade information to both the client and custodian, confirming custodial receipt. ▸ Provide the client with a copy of the trade confirmation from our team and broker confirmation. ▸ Enter the trade into our accounting and reporting system. Our trading methodology is designed to meet the objectives above and is highlighted by the following, many of which we believe are distinctive to our approach: ▸ Portfolios are customized to each client’s particular financial situation, investment balances, cash flow requirements, budget, and sophistication. For example, bond proceeds are managed differently from operating funds. ▸ Portfolios are managed as a whole, rather than as a series of individual transactions. ▸ Portfolios are monitored simultaneously for value-added trade ideas, and to mitigate risk in volatile markets. ▸ Portfolio characteristics such as duration, average maturity, credit quality and yield are designed and carefully implemented to meet each client’s unique needs, policy constraints, and risk tolerance. ▸ Investments are evaluated both for yield/return potential and risk. Careful risk management is a constant and overriding consideration in all investment decisions. ▸ We regularly analyze investment alternatives and decide which sectors/maturities have value and then shop for them, rather than responding to broker pitches for what is “hot.” ▸ Every effort is made to competitively bid trades to a minimum of three carefully selected brokers to seek best pricing. ▸ Trade is processed through Bloomberg AIM, which performs a compliance check before each trade, after each trade, and at the end of each day for every portfolio. ▸ Straight-through processing from trading to settlement to accounting, which helps ensures timely and accurate trading and accounting. All clients receive trade confirmations the same day, which the broker confirms independently. Item 1I-51 28 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 i. Can your staff meet quarterly and, on an ad-hoc basis as requested by the Financial Advisory Committee or City Council? Yes. We recommend meeting with the City quarterly. At these meetings, we will discuss current market conditions and prior quarter trading activity and portfolio performance and will discuss our market outlook and forward-looking investment strategy. We can also hold meetings on an ad hoc basis to discuss potential changes to the City’s liquidity position or strategy. Not only can we provide market and fixed-income education during regular meetings, but we can also provide additional hours of training to staff and elected officials, if desired. We also provide written publications, educational webinars, and informative podcasts for clients that are timely to the events of the markets. They can be viewed here: pfmam.com/Newsroom. j. In regard to our Investment Policy, would you recommend there be any policy restrictions or other changes? For your preliminary consideration, we have reviewed the City’s Investment Policy dated January 1, 2022. We see that the City has access to a broad range of the investment types permitted by Code, which offers the City good opportunities. The City has an opportunity to further take advantage of Code through the addition of supranational securities and mortgage- backed securities and ABS, as well as expanding allocation and/or credit limits of various investment types (such as medium-term notes, negotiable certificates of deposit, and commercial paper) to more closely reflect Code. Additionally, to leverage the full benefit of having a professional investment advisor with daily access to the markets, the City may want to revisit Policy language about prohibiting active investment strategies. These changes would allow the portfolio to be managed strategically based on which assets provide the best earnings and return potential at a given time within changing market conditions. We see every investment policy review as an opportunity to provide education to our clients, particularly when the recommendation is a response to a change to Code or the addition of a sector permitted by Code but not by a client’s policy. For example, when we recommend a client add ABS as a permitted investment, we provide education in conjunction with that recommendation to explore the sector and to provide detailed information on the potential risks and returns associated with ABS. We work hard to educate all decision-makers on the rationale behind our suggestions because we understand that you— as the client—are the ultimate decision maker, and how we diversify the portfolio happens within a framework with which you are comfortable. In addition to specific changes related to Code or industry best practices, we would generally review how the Investment Policy is written and organized so that it clearly communicates limits, requirements, and objectives for the City’s stakeholders. We understand that the City has revised the Policy to clarify roles and responsibilities and ensure proper internal controls. As your investment advisor with years of public agency experience, PFMAM would be a resource to help guide updates of this nature so that the City’s Policy can better serve as a touchstone for staff when discussing the portfolio with council members. Item 1I-52 29 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 10.5 Reporting a. Describe the investment accounting and reporting system used by your firm. Indicate whether your returns are calculated and compiled in accordance with GIPS standards. If not, please explain why and how the presentation differs from the GIPS standards. Accounting System. PFMAM uses the FIS InvestOne platform, an industry-leading investment accounting system, to support reporting on security transactions and portfolio positions (on both a fair value basis and on an amortized cost basis) and to track credit quality on issuers and securities. This system: ▸ Is highly automated, with seamless, automated integrations occurring with the Bloomberg AIM trading and compliance system and external pricing vendors; ▸ Is a protected, cloud-based system with built-in disaster recovery capabilities to alternative data facilities, easily accessible to PFMAM personnel from any location; ▸ Facilitates access to information within the database regarding the status of accounts managed or advised by our firm; ▸ Integrates with the FIS Performance application to perform both security-specific analyses and analyses of a group of securities or an entire portfolio; and ▸ Allows us to customize reports according to the specifications of our clients. Reporting Package. We provide clients with a comprehensive set of reports to keep them informed about all investment activity. We prepare firm performance in accordance with the CFA Institute (formerly AIMR), as described in the GIPS® handbook. This is evident in our reports which also incorporate GAAP and GASB standards, providing market valuations as well as book values (amortized cost). We can also provide a customized report that shows rate of return net of fees. b. Describe the frequency and format of reports that you would provide. Attach a sample. On the following page, we summarize the reports that will be made available to the City, as well as their frequency and format. These reports will detail the performance of the City’s investments, illustrate diversity of investments and investment policy compliance with regard to asset allocation, present timely economic and market information and provide security transaction documentation, as well as planning tools for cash flows. Daily confirmation statements are available through Connect on the next business day. Our month-end statements and monthly market commentary provide a wealth of information on the PFMAM-managed portfolio and relevant market and interest rate information. We find that these pieces work as excellent exhibits for monthly Council submissions. In addition to the reports described in the following table, we can work with the City to create customized reporting in order to help you meet your reporting needs. We provide a sample month-end statement and quarterly performance report in Appendix E. As you will see in Appendix E, our Quarterly Performance Report includes a review of the past quarter, year, year to date, and fiscal year-to-date (if different than December 31). This way, any fourth quarter Item 1I-53 30 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 report effectively captures the full year in review, detailing returns, market value changes, asset allocation changes, and cash flows. Report Frequency/ Delivery Content/Features Daily Holdings Daily Holdings report showing securities, par, cost, duration, purchase yields, and discounts as of the prior business day. Month-to-Date Transactions Daily Description of any security transactions month-to-date as of the prior business day. Portfolio Holdings and Activity Report Monthly This report includes a detailed description of all securities in the portfolio; a summary of realized and unrealized earnings for the month; and a report of all purchases, sales, maturities, interest deposits, and withdrawals for each separate account. It also contains information required by GASB 31 and provides month- end credit quality ratings to comply with the Credit Risk Disclosure requirement and duration by investment type to facilitate compliance with the Interest Rate Disclosure requirement of GASB 40. Market Update Monthly Summary of recent market events and the outlook for investment opportunities moving forward. Performance Reports Quarterly Quarterly reports typically include: (1) an aggregate portfolio sector, maturity, and credit-quality distribution; (2) an aggregate view of performance portfolios by investment strategy; (3) a portfolio strategy recap and market outlook, including recommended changes to strategy; (4) individual portfolio sector, maturity, and credit quality distribution; (5) performance statistics compared to a market benchmark; and (6) a high level economic and investment-sector performance synopsis. We customize the quarterly report to meet the City’s specific requirements. Special Reports Varies As requested, we will prepare special reports to meet the City’s specific requirements. Key: Online access, mailed, email, PowerPoint presentation c. What performance benchmarks would you suggest for this portfolio? Provide recommendation regarding performance benchmarks for a portfolio similar to that of the City. What experience has the firm had in developing benchmarks for public operating portfolios? It is our philosophy that a performance benchmark should reflect the client’s tolerance for risk. If selected as the City’s investment advisor, we will work with the City to select a performance benchmark that accurately reflects the City’s investment objectives and risk-return preferences procedures. Item 1I-54 31 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 This process will include in-depth discussions with City’s decision-makers of various potential benchmarks and the risks and rewards associated with each. Ultimately, as a result of these discussions, the City will feel confident in its selection of a benchmark that provides the appropriate balance between risk and return and also provides an accurate comparison of the performance of the City’s portfolio versus the performance of the larger high-quality fixed income investment markets. Client objectives differ widely, and may include goals such as achieving predictable income, maintaining level earnings, or enhancing growth of overall portfolio value. With clients seeking to grow the size of their assets, they often select a total return benchmark that measures the overall growth of the portfolio. We most often assist entities with selecting total return benchmarks based on the targeted maturity range of the portfolio. We typically utilize the ICE BofA Indexes to compare portfolio performance, as they are considered industry standards. With this backdrop, we would begin the benchmark recommendation process with either the ICE BofA 1-3 year or 1-5 year U.S. Treasury indexes, which are often chosen by entities with similar circumstances. CASE STUDY5 City of Santa Rosa, California - Total Market Value (as of June 30, 2022): $525 million PFMAM has served as the investment advisor to the City of Santa Rosa (the “City”) since 2007. Prior to engaging PFMAM, the City had managed its funds internally. At the outset of the engagement and on an ongoing basis thereafter, PFMAM has worked to help ensure that the City’s portfolios maintain the optimal balance between short, liquidity funds, and longer-term core funds. As a key element of our investment strategy for the Core portfolio, PFMAM has consistently analyzed and re-evaluated the portfolio’s performance benchmark. We initially began managing funds for the City at the beginning of the 2007-2008 credit crisis. At this time of heighted sensitivity to all types of investment risk, the City chose to adopt a conservative duration stance, selecting a 1-year benchmark. Then, in 2010, as the City decision-makers became more comfortable with longer-term investing and interest rate risk, the City moved toward a longer 0-3 year benchmark. In 2014, the benchmark was extended further to a 1-3 year strategy. Currently, we are working with the City to explore a longer 1-5 year strategy. Throughout this relationship, PFMAM has worked to put the City’s cash flow needs and risk/return preferences at the forefront of our portfolio analysis and recommendations. We have continually analyzed the City’s cash flow needs and projections, seeking to attain the optimal balance between liquid investments and higher- yielding, longer-term securities. Further, our efforts to educate the City decision-makers about the potential risks and returns associated with longer-duration investing have paid off for the City in terms of increased investment income. At all points throughout this process, the City’s benchmarking performance data was easily accessible and understandable. 5 This example is based on factual information from investment advisory services provided by PFM Asset Management LLC. It is for general information purposes only as it is not intended to provide specific advice or any specific recommendations. The results of individual clients will vary materially depending upon various factors including, but not limited to, the size and structure of each portfolio, permitted investments, prevailing market conditions, and other events or circumstances beyond your control or the control of PFMAM. Past performance does not necessarily reflect and is not a guaranty of future results. The information contained in these examples is not an offer to purchase or sell any securities. Item 1I-55 32 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 10.6 Team Members a. Identify all team members and their titles and responsibilities and provide the resumes of all management and supervisors assigned to this account. We will pledge significant, senior-level resources to the City to help ensure that its investment needs are being met. Our proposed team is committed to providing the City with the highest level of service. Managing Director Sarah Meacham will oversee the City’s engagement with Senior Managing Consultant Richard Babbe, CCM providing day-to-day support. Our 25-person CSG is available by phone and email as an additional avenue to help ensure clients are supported with day-to-day needs. Sarah and Richard coordinate frequently with the members of our CSG to answer client questions or triage requests to the appropriate subject matter expert at PFMAM. Our key investment professionals are listed below, along with brief biographies. We provide resumes further detailing our engagement team’s qualifications and experience in Appendix A. Name and Title, Proposed Role, Education, Professional Designations or Licenses Areas of Responsibility Sarah Meacham Managing Director and Co-Manager of PFMAM’s California Practice Proposed Role: Engagement Oversight Education: B.A. in Economics and Mathematics, Smith College Professional Designations or Licenses: FINRA Series 6 and 63 Licenses 18 Years with PFMAM | 18 Years of Experience ▸ Oversees the engagement to help ensure the City has the resources needed to meet its engagement goals and objectives ▸ Serves as Program Administrator for CAMP® ▸ Develops investment strategy in collaboration with the portfolio management team ▸ Possesses expertise in all applicable sections of Code that regulate the investment activities of California local governments ▸ Clients include cities, counties and special districts ▸ Active participant in the CMTA, serving as a member of its Investment Policy Certification Committee, and serves on the CSMFO Professional Standard’s Committee Item 1I-56 33 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Name and Title, Proposed Role, Education, Professional Designations or Licenses Areas of Responsibility Richard Babbe, CCM Senior Managing Consultant Proposed Role: Day-to-Day Relationship Manager Education: B.A. in Architecture, University of California, Berkeley MBA in Finance and Real Estate, UCLA Anderson Graduate School of Management Professional Designations or Licenses: FINRA Series 6 and 63 Licenses AFP Certified Cash Manager (“CCM”) 24 Years with PFMAM | 34 Years of Experience ▸ Provides day-to-day services to meet the needs of the City’s engagement ▸ Serves as a liaison between clients and the trading room and coordinates information about liquidity needs, new funds available for investment, and general client needs ▸ Provides investment performance analysis, cash flow modeling, optimized portfolio structuring, economic research, and investment policy evaluation ▸ Conducts training sessions for industry groups and clients regarding investment fundamentals and investment management techniques Jeremy King Key Account Manager Proposed Role: Client Service Education: B.S. in Finance, Pennsylvania State University Professional Designations or Licenses: FINRA Series 6 and 63 Licenses 10 Years with PFMAM | 17 Years of Experience ▸ Serves in PFMAM’s CSG, where he provides a “high touch, high value” experience, whatever the client’s additional needs may be ▸ Coordinates the efforts of the customer service team in everyday functions such as client administration, onboarding, and marketing support ▸ Previously worked as a brokerage associate providing comprehensive banking services to clients, and as a senior financial manager, working with banks to negotiate and structure contracts in addition to reviewing with customers their contracts and financing options Item 1I-57 34 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Name and Title, Proposed Role, Education, Professional Designations or Licenses Areas of Responsibility Kenneth Schiebel, CFA Managing Director and Chief Investment Officer Proposed Role: Chief Investment Officer Education: B.A. in Mathematics and Computer Science, University of Michigan Executive Education Behavioral Finance, Harvard University, John F. Kennedy School of Government Professional Designations or Licenses: FINRA Series 7 and 63 Licenses Chartered Financial Analyst (“CFA”) 29 Years with PFMAM | 42 Years of Experience ▸ Provides portfolio oversight for PFMAM’s clients ▸ Previously served as co-head of PFMAM’s PSG, and had led a team of portfolio managers, traders and research staff, responsible for the management of the fixed income separate account business ▸ Chair of PFMAM’s Investment Committee and a member of the Credit Risk Management Committee ▸ Speaks at numerous industry conferences, workshops and seminars Kyle Jones Managing Director and Head of PFMAM’s Portfolio Strategies Group Proposed Role: Portfolio Strategy Oversight Education: B.A. in Business Management, Dillard University MBA in Finance and Accounting, University of Chicago Booth School of Business Professional Designations or Licenses: FINRA Series 7 and 63 Licenses 11 Years with PFMAM | 21 Years of Experience ▸ Oversees the portfolio’s investment strategy and provides subject matter expertise ▸ Leads PSG’s efforts in the investment strategy development process for many large and strategically important PFMAM client relationships similar to the City ▸ Works primarily with clients of the separate account business by helping to devise customized portfolio strategies designed to meet their specific investment needs ▸ Assists in the creation and delivery of our views and strategies to clients, prospects, and third-party consultants ▸ Member of PFMAM’s Investment Committee, and Credit Risk Management Committee Item 1I-58 35 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Name and Title, Proposed Role, Education, Professional Designations or Licenses Areas of Responsibility Gray Lepley Portfolio Strategist Proposed Role: Portfolio Strategist Education: B.A. in Hispanic Studies, Hamilton College 8 Years with PFMAM | 8 Years of Experience ▸ Assists in developing an investment strategy that meets the City’s investment goals ▸ Provides support for client engagements nationwide, regularly presenting market and strategy updates ▸ Speaks at industry conferences and client seminars, presenting strategy and investment considerations for fixed income portfolios ▸ Provides technical and analytical support including performance analysis and economic research ▸ Originally started at PFMAM as an analyst in the Structured Products Group where she provided technical and quantitative support for various clients including investment analysis and strategy development/implementation of bond proceeds portfolios, such as project funds, debt service funds, debt service reserve funds, and surplus funds Bob Cheddar, CFA Managing Director and Head of Portfolio Management Role: Portfolio Management Education: B.S. in Business Administration, Susquehanna University MBA, Pennsylvania State University Professional Designations or Licenses: CFA 19 Years with PFMAM | 25 Years of Experience ▸ Oversees PFMAM’s fixed income portfolios to help ensure they meet our clients’ customized investment strategies ▸ Manages client accounts across the country, specializing in high-quality fixed income assets for insurance and self- insurance organizations, universities, cities, counties, school districts, state and local government agencies, and public finance authorities ▸ AUM includes bond proceeds, operating funds, capital reserves, and OPEB obligation funds ▸ Leads PFMAM’s short- and intermediate-term separate account management team, which includes portfolio managers and traders that manage separate accounts for PFMAM clients ▸ Serves as Chair of PFMAM’s Credit Risk Management Committee and is a member of the Investment Committee Item 1I-59 36 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Name and Title, Proposed Role, Education, Professional Designations or Licenses Areas of Responsibility Karen Jones, CPA Australia Managing Director Proposed Role: Accounting and Reporting Oversight Education: B.Bus Swinburne University of Technology, Victoria, Australia MBA Monash University, Victoria, Australia Executive Development Program (World Bank), Harvard University Kennedy School of Government Professional Designations or Licenses: CPA Australia Chartered Accountant Institute of Chartered Accountants England and Wales 5 Years with PFMAM | 33 Years of Experience ▸ Responsible for accounting and administration for PFMAM, including portfolio accounting and client billing ▸ Supervises a staff that annually processes over 100,000 security transactions with an average daily trade volume of nearly $2 billion ▸ Has extensive experience as a senior accounting and finance executive, most recently with Bank of America in Charlotte, North Carolina, serving as a Director for Centralized Regulatory Reporting Leo Karwejna Managing Director and Chief Compliance Officer Proposed Role: Compliance Oversight Education: B.S. in Finance, St. Joseph's University J.D., Temple University School of Law Professional Designations or Licenses: FINRA Series 7 and 66 Licenses 12 Years with PFMAM | 24 Years of Experience ▸ Assists our professionals with specific compliance advisory guidance and leads the firm’s efforts to develop, maintain, and monitor firm-wide compliance with policies, procedures, and regulatory requirements ▸ Serves as an Arbitrator within the FINRA Dispute Resolution Services program for securities-related issues among the investing public and/or industry participants All Portfolio Management Staff Have Public Sector Experience We have one of the largest public sector portfolio management teams in the nation, by volume, helping to ensure that the City has access to market opportunities and expertise in investment sectors permitted by Code. Our average daily trading volume of $3.47 billion for 2021 provides purchasing power and Item 1I-60 37 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 economies of scale. Our dedicated 35-person fixed-income portfolio management team includes portfolio managers, traders, sector specialists, the PSG and the Structured Products Group.6 An additional 9 people comprise our Investment Services Group, which reviews portfolio rules and performs trade settlement. Each member of the trading desk has a particular sector specialty, focusing on those investment types permitted by Code. This focus allows our traders and portfolio managers to gain in-depth knowledge that may not be found at smaller firms. b. Identify the investment professionals (portfolio manager, analysts, and researchers) employed by your firm, by classification, and specify the average number of accounts handled by portfolio managers. Are there any established limits on accounts or assets under management? Describe any regulatory investigations, action, censure, or litigation involving any of the specified professionals. As of September 30, 2022, PFMAM includes 263 personnel dedicated to supporting our public-sector clients, as shown below. Group Employees Asset Management Accounting 28 Client Service Group (includes Operations) 25 Compliance 6 Marketing/Client Management 142 Trading / Portfolio Management/Investment Research 35 Investment Services 9 Information & Technology 11 Administration Staff 7 Total 263 Our portfolio managers typically manage around 40 portfolios for clients. We do not have any established limits on accounts or assets under management. To the best of our knowledge, there are no regulatory investigations, actions, censure, or litigation relating to investment advisory activities involving any of the specified professionals. c. Describe whether portfolios are managed by teams or by one individual. Portfolios at PFMAM are managed by teams. Our team approach helps ensure that multiple investment professionals are knowledgeable about each client’s portfolio, actively participate in discussions about investment strategies, and have access to portfolio recommendations at all times. The portfolio strategy and management teams also use the team approach to provide for backup in case the primary portfolio manager/strategist is out of the office. 6 As of June 30, 2022. Item 1I-61 38 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 d. Describe your firm’s compensation policies for investment professionals. PFMAM’s employees, both investment and non-investment, are paid a base salary plus a year-end bonus. The annual bonus is dependent upon the profitability of the firm, each group’s contribution to the overall profitability of the firm, and each individual’s contribution to the group’s success. The firm’s compensation plan is intended to recognize and reward excellent performance on the part of individuals; however, no employee is compensated on a commission or investment transaction-related basis. For portfolio management professionals, the annual compensation process includes an evaluation of the group’s relative performance metrics, as well as each individual’s contributions towards strategy development and adherence to PFMAM’s Investment Committee guidance. e. Describe your firm’s training and education efforts to keep portfolio managers informed of developments relevant to government investment managers. Because we focus on the public sector, we are constantly looking for developments that are relevant to our public sector clients. We encourage our investment professionals and compliance staff to attend conferences sponsored by industry associations, including the CFA Institute, in order to stay current on rules and regulations within the investment industry. We maintain close involvement with public sector organizations like CSMFO and CMTA. We are also an active participant in CDIAC’s educational workshops, and we are often called upon to help educate local governments on investment concepts. We host internal conference calls weekly on the economy, investment markets, and credit market trends, as well as monthly webinars that focus more in-depth on current topics related to the management of fixed income separately managed accounts. Senior personnel attend quarterly investment training. Topics for this training typically cover market and economic updates, industry trends, and new investment solutions that could benefit our clients. PFMAM also has access to a robust library of internal training programs through U.S. Bank National Association ("U.S. Bank"). This includes courses on prudent and public portfolio management, regulatory training and industry overviews. We encourage all investment professionals to attain the CFA designation, making this a part of their annual goals and reimbursing them for the costs associated with this effort. Externally, our portfolio management personnel regularly meet with major players in the fixed income markets, including government agencies (e.g., Federal Farm Credit Bank and Federal Home Loan Banks), corporate issuers, rating agencies (e.g., Standard & Poor’s and Moody’s), underwriters, and financial research departments. f. Has there been any turnover of professional staff in the firm in the last three years who were assigned to public sector clients? PFMAM has historically had low turnover among our key professionals, which provides our clients with long-term continuity. As we continue to grow, we have proactively added members to our portfolio management, portfolio strategy, analytical and client service staff. During the past two years, two managing directors and one senior portfolio manager have departed the firm. Both managing directors retired after our acquisition. However, during that same time, we added one senior portfolio manager and six research analysts from USBAM, who joined PFMAM’s research analysts to form our new combined Credit Research Group. Item 1I-62 39 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 10.7 References Provide a minimum of three (3) client references applicable to the scope of services. Include dates of service, contact names, telephone numbers, and email addresses. We encourage the City to contact the references below: Reference Name and Address Contact Information Portfolio Size and Services Provided* City of Vista 200 Civic Center Drive Vista, CA 92084 Mike Sylvia, Director of Finance/ City Treasurer 760.643.5367 msylvia@ci.vista.ca.us ‣ $261 million ‣ Discretionary fixed income and MACM services California Joint Powers Insurance Authority 8081 Moody Street La Palma, CA 90623 Jason McBride, Finance Director 562.467.8729 jmcbride@cjpia.org ‣ $339.3 million ‣ Discretionary fixed income services City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Tamara Oatman, Finance Director 909.774.2430 tamara.oatman@cityofrc.us ‣ $364 million ‣ Discretionary fixed income services City of Rancho Mirage 69-825 Highway 111 Rancho Mirage, CA 92270 Kofi Antobam, Director of Administrative Services 760.324.4511 kofia@RanchoMirageCA.gov ‣ $85.7 million ‣ Discretionary fixed income and MACM services *As of September 30, 2022. Item 1I-63 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Appendices Item 1I-64 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 A. Resumes of Key Professionals Item 1I-65 Sarah Meacham Managing Director PFM Asset Management LLC Sarah Meacham joined PFM Asset Management in 2005. She is Co-Manager of the firm’s California Asset Management Practice and serves as Program Administrator for the California Asset Management Program (CAMP). Sarah manages client relationships for public agency clients located throughout California, helping cities, counties, special districts and self-insurance authorities with their investment needs. Her responsibilities also include providing a range of investment advisory and consulting services, developing investment policies, and monitoring guidelines and strategy implementation. Sarah provides clients with training, technical and analytical support with respect to their investment portfolios. She is also an active participant in the California Municipal Treasurers Association (CMTA), serving as a member of its Investment Policy Certification Committee, along with serving on the California Society of Municipal Finance Officers (CSMFO) Professional Standard’s Committee. Contact 633 W 5th Street Los Angeles, CA 90071 meachams@pfmam.com 213.415.1631 office Specialties State & Local Governments Education B.A. in Economics and Mathematics Smith College Professional Designations or Licenses FINRA Series 6 and 63 Licenses Started with PFM: 2005 Started in the Field: 2005 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-66 Richard D. Babbe, CCM Senior Managing Consultant PFM Asset Management LLC Richard is a senior managing consultant with the California investment advisory group. He joined PFM Asset Management in 1999 and serves as a project manager for the firm's California clients. His responsibilities include serving as a liaison between clients and the trading room, as well as coordinating information about liquidity needs, new funds available for investment and general client needs. He works closely with clients to formulate and implement a customized investment strategy designed to meet their specific investment objectives. He also conducts training sessions for industry groups and clients regarding investment fundamentals and investment management techniques. Prior to joining the firm, Richard worked in government banking and public finance with Wells Fargo Bank, First Interstate Bank and Connell and Associates. Contact 1 California Street Ste 1000 San Francisco, CA 94111 babber@pfmam.com 214.705.0274 office 949.230.6896 cell Specialties State & Local Governments Education B.A. in Architecture University of California, Berkeley MBA in Finance and Real Estate UCLA Anderson Graduate School of Management Professional Designations or Licenses FINRA Series 6 and 63 Licenses AFP Certified Cash Manager (CCM) Started with PFM: 1999 Started in the Field: 1989 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-67 Jeremy King Key Account Manager PFM Asset Management LLC Jeremy joined PFM Asset Management in 2013 and is a key account manager in the firm’s Client Services Group. In this capacity, he serves as a client advocate providing a “high touch, high value” experience, whatever the client’s additional needs may be. Additionally, his responsibilities are to coordinate the efforts of the customer service team in everyday functions such as client administration, onboarding and marketing support. Previously, Jeremy worked as a brokerage associate providing comprehensive banking services to clients, and as a senior financial manager, working with banks to negotiate and structure contracts in addition to reviewing with customers their contracts and financing options. Contact 213 Market Street Harrisburg, PA 17101 kingj@pfmam.com 717.213.3830 office Education B.S. in Finance Pennsylvania State University Professional Designations or Licenses FINRA Series 6 and 63 Licenses Started with PFM: 2013 Started in the Field: 2006 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-68 Kenneth Schiebel, CFA Chief Investment Officer PFM Asset Management LLC Ken Schiebel is a managing director and the firm's Chief Investment Officer. He was previously co-head of PFM Asset Management’s Portfolio Strategies Group, and had led a team of portfolio managers, traders, and research staff, responsible for the management of the fixed-income separate account business. Ken’s background in actuarial analysis helped establish the asset management practice as a market leader in managing assets in the insurance and self-insurance industry. Prior to joining the firm in 1994, Ken spent 13 years at Aetna Life & Casualty. As senior portfolio manager, he managed $5 billion of corporate operating funds, insurance reserves, and pension fund assets for Aetna and its investment advisory clients. He also was responsible for managing Aetna’s short-term debt issuance. Ken holds the Chartered Financial Analyst (CFA) designation, is a member of the CFA Institute, and is a General Securities Registered Representative holding the Financial Industry Regulatory Authority (FINRA) Series 7 and 63 licenses. He has been a guest lecturer in the University of Connecticut’s MBA program, provided expert testimony to the GASB Deposit and Investment Risk Disclosure Task Force, and has spoken at numerous industry conferences, workshops, and seminars. Ken is Chair of the Fixed Income Investment Committee and a member of the Credit Risk Management Committee. Contact 213 Market Street Harrisburg, PA 17101 schiebelk@pfmam.com 717.231.6215 office Specialties State & Local Governments, Insurance & Self-Insurance Education B.A. in Mathematics and Computer Science University of Michigan Executive Education Behavioral Finance Harvard University John F. Kennedy School of Government Professional Designations or Licenses FINRA Series 7 and 63 Licenses Chartered Financial Analyst (CFA) Started with PFM: 1994 Started in the Field: 1981 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-69 Kyle Jones Managing Director PFM Asset Management LLC Kyle joined PFM Asset Management in 2012 and is the Head of the Portfolio Strategies Group (PSG). He leads PSG’s efforts in the investment strategy development process for many large and strategically important client relationships. Kyle works primarily with clients of the separate account business by helping to devise customized portfolio strategies designed to meet their specific investment needs. In addition, he assists in the creation and delivery of our views and strategies to clients, prospects and third- party consultants. Kyle is a member of the Fixed Income Investment Committee and Credit Risk Management Committee. Prior to joining the firm, Kyle spent 10 years at JPMorgan Chase in a variety of capacities, most recently as an investment specialist for their Institutional Sales business. Kyle serves on several community related boards and is active in his respective alumni associations. He is a frequent speaker at industry conferences and educational seminars. Contact 213 Market Street Harrisburg, PA 17101 jonesk@pfmam.com 717.231.6222 office Specialties State & Local Governments, Higher Education Education B.A. in Business Management Dillard University MBA in Finance and Accounting University of Chicago Booth School of Business Professional Designations or Licenses FINRA Series 7 and 63 Licenses Started with PFM: 2012 Started in the Field: 2002 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-70 Gray Lepley Portfolio Strategist PFM Asset Management LLC Gray joined PFM Asset Management in 2015 and is currently a member of the Portfolio Strategies Group. In this role, Gray provides support for client engagements across the country, regularly presenting market and strategy updates. She also speaks at industry conferences and client seminars, presenting strategy and investment considerations for fixed-income portfolios. In addition, she provides technical and analytical support including performance analysis and economic research. Gray originally started at the firm as an analyst in the Structured Products Group. In this capacity, she provided technical and quantitative support for various clients, as well as services such as investment analysis, strategy development and implementation of bond proceeds portfolios, such as project funds, debt service funds, debt service reserve funds and surplus funds. She also provided quantitative support on a variety of projects including structured investment terminations/valuations and open-market escrow optimization and procurement. Gray is a member of the firm’s Reserve Fund Committee. She is active in the recruiting process and also conducts training sessions on fixed income portfolio investment strategies, bond proceeds and structured investments for new hires. She has passed Level I of the Chartered Financial Analyst exam. Contact 213 Market Street Harrisburg, PA 17101 lepleyg@pfmam.com 717.232.2723 office Education B.A. in Hispanic Studies Hamilton College Started with PFM: 2015 Started in the Field: 2015 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-71 Robert Cheddar, CFA Managing Director PFM Asset Management LLC Bob joined PFM Asset Management (PFMAM) in 2004 as a senior portfolio manager and was promoted to managing director in 2011. He manages client accounts across the country, specializing in high- quality fixed-income assets. He is responsible for the management of client assets in separate portfolios for cities, counties, insurance and self-insurance organizations, school districts, state and local government agencies, public finance authorities, and universities. Assets under management include operating funds, capital reserves, bond proceeds, and other post- employment benefits (OPEB) obligation funds. Bob is the leader of PFMAM’s short- and intermediate-term separate account management team. The team of portfolio managers and traders is responsible for managing separate accounts for PFMAM clients. He serves as the Chair of PFMAM’s Credit Risk Management Committee and is a member of the Fixed Income Investment Committee. Contact 213 Market Street Harrisburg, PA 17101 cheddarr@pfmam.com 717.231.6202 office Education B.S. in Business Administration Susquehanna University MBA Pennsylvania State University Professional Designations or Licenses Chartered Financial Analyst (CFA) Started with PFM: 2004 Started in the Field: 1998 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-72 Karen Jones, CPA Australia Managing Director PFM Asset Management LLC Karen has management responsibilities for accounting and administration for PFM Asset Management, including portfolio accounting, and client billing. She supervises a staff that annually processes over 100,000 security transactions with an average daily trade volume of nearly $2 billion. Karen has extensive experience as a senior accounting and finance executive, most recently with Bank of America in Charlotte, NC, where she was a Director for Centralized Regulatory Reporting. Prior to that she was Global Controller for General Electric Capital in Norwalk, CT, and served tours with ABN AMRO, the World Bank Group in Washington DC, and with several global banks in London and Australia. Contact 213 Market Street Harrisburg, PA 17101 joneska@pfmam.com Education B.Bus Swinburne University of Technology, Victoria, Australia MBA Monash University, Victoria, Australia Executive Development Program (World Bank) Harvard University Kennedy School of Government Professional Designations or Licenses CPA Australia Chartered Accountant Institute of Chartered Accountants England and Wales Started with PFM: 2018 Started in the Field: 1990 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-73 Leo Karwejna Managing Director PFM Asset Management LLC Leo Karwejna joined PFM Asset Management to head the Compliance Group in 2011 as chief compliance officer and managing director. He has over 22 years of experience providing compliance support to firms in the investment advisory and securities-trading businesses including equity, fixed income, real estate (direct property and REIT securities) and additional alternative investment strategies. Leo is responsible for all regulatory compliance program efforts related to the firm’s business activities and personnel. He assists firm professionals with specific compliance advisory guidance and leads the firm's Compliance team’s efforts to develop, maintain and monitor firm-wide compliance with appropriate policies, procedures and regulatory requirements. Leo’s prior experience includes compliance management positions at PFM Financial Advisors, Prudential Financial Inc., Deutsche Asset Management, and RREEF Alternative Investments. He serves as an Arbitrator within the FINRA Dispute Resolution Services program for securities-related issues among the investing public and/or industry participants. Contact 213 Market Street Harrisburg, PA 17101 karwejnal@pfmam.com 717.213.3847 office Education B.S. in Finance St. Joseph's University J.D. Temple University School of Law Professional Designations or Licenses FINRA Series 7 and 66 Licenses Started with PFM: 2011 Started in the Field: 1999 RESUMES OF KEY PROFESSIONALS Retrieved June 30, 2022 Item 1I-74 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 B. PFMAM’s Fixed Income Separate Account Composites Item 1I-75 PFM Asset Management LLCNOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUEPFM Asset Management LLCNOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUEPFMAM Fixed Income Separate Account CompositesManaged by PFM Asset Management LLCpfmam.comSeptember 30, 2022Item 1I-76 PFMAM Fixed Income Separate Account Composite Snapshot As of September 30, 20222Strategy/BenchmarkAverage Annual Total Returns DurationStandardDeviationof Returns(gross of fees)No. of AccountsAssets(in $ Millions)for periods ended September 30, 2022 (5 years)3Q 1 Year 3 Years 5 Years 7 Years 10 YearsPFMAM Enhanced Cash Composite (gross) 0.11% -0.76% 0.56% 1.21% 1.15% 0.95% 0.62 0.52% 19 4,481PFMAM Enhanced Cash Composite (net) -0.01% -1.26% 0.06% 0.71% 0.65% 0.45%ICE BofA 1 Yr Treasury Index -0.50% -1.95% 0.18% 0.94% 0.84% 0.67% 0.98 0.78%PFMAM 1-3 Year Fixed Income Composite (gross) -1.23% -4.43% -0.22% 0.83% 0.86% 0.82% 1.65 1.36% 150 13,177PFMAM 1-3 Year Fixed Income Composite (net) -1.36% -4.90% -0.71% 0.32% 0.35% 0.32%ICE BofA 1-3 Treasury Index -1.56% -4.86% -0.48% 0.57% 0.57% 0.60% 1.83 1.53%PFMAM 1-5 Year Fixed Income Composite (gross) -1.92% -6.32% -0.65% 0.67% 0.80% 0.87% 2.31 1.95% 158 14,862PFMAM 1-5 Year Fixed Income Composite (net) -2.05% -6.79% -1.14% 0.17% 0.30% 0.37%ICE BofA 1-5 Treasury Index -2.28% -6.78% -0.97% 0.39% 0.49% 0.62% 2.55 2.17%ICE BofA 1-5 Gov't/Corp, AA or better -2.28% -6.81% -0.96% 0.42% 0.54% 0.67% 2.55 2.13%PFMAM 1-10 Year Fixed Income Composite (gross) -3.00% -9.23% -1.49% 0.38% 0.70% 0.86% 3.68 2.90% 25 1,544PFMAM 1-10 Year Fixed Income Composite (net) -3.12% -9.69% -1.98% -0.12% 0.19% 0.35%ICE BofA 1-10 Treasury Index-3.17% -9.01% -1.67% 0.19% 0.38% 0.59% 3.73 3.11%PFMAM Stable Value Composite (gross)0.57% 2.24% 2.38% 2.42% 2.34% 2.30% 3.20 0.05% 3 2,625PFMAM Stable Value Composite (net)0.44% 1.73% 1.87% 1.91% 1.84% 1.79%ICE BofA 5-Year Treasury (rolling yield)0.43% 1.64% 1.72% 1.73% 1.61% 1.58% 2.54 0.04%ICE BofA 3-Month Treasury Bill0.46% 0.62% 0.59% 1.15% 0.95% 0.68% 0.15 0.30%The performance data shown represent past performance, which is not a guarantee of future results. Investment returns and principal value will fluctuate. Performance data is shown both before and after deduction of investment advisory fees. The composite net-of-fees returns are calculated by deducting 1/12th of the model fee (0.50%) from the monthly gross composite return shown for conservative disclosure. Actual client fees will differ based upon their specific fee schedule. Composite presentations prepared in accordance with GIPS® are available upon request. For important disclosure information please visit pfmam.com/disclosures.Benchmark source: Bloomberg. All benchmarks represent total returns for the noted periods, with the exception of the ICE BofA Constant 5-Year Maturity Treasury Index, which represents a book value return by utilizing the rolling 60-month moving average yield. As the stable value benchmark is an equally weighted rolling 60-month moving average of a 5-year Treasury security for each month, the 2.54 year duration noted above represents a weighted average maturity (WAM).Item 1I-77 Enhanced Cash Composite3Item 1I-78 PFMAM Enhanced Cash CompositeAs of September 30, 20224Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.YearPFMAM Composite Return (Gross of Fees)PFMAM Composite Return (Net of Fees)ICE BofA 1-Year Treasury IndexPFMAM Composite Dispersion(Gross of Fees)Number of AccountsComposite Assets (Millions)Percentage of Firm AssetsTotal Firm Assets (Millions)2022 YTD -0.59%-0.96%-1.77%n/a19 $4,4813.2% $140,54320210.00%-0.50%-0.07%0.14%22 $4,0593.1% $130,40720201.73%1.23%1.82%0.46%25 $2,8502.4% $121,16920192.91%2.40%2.93%0.25%22 $2,3892.1% $114,27520181.96%1.45%1.86%0.12%19 $1,3281.4% $95,31120171.05%0.54%0.57%0.17%15 $1,2891.5% $84,65220161.13%0.63%0.76%0.26%15 $1,3451.8% $74,97920150.44%-0.06%0.15%0.14%21 $2,0943.3% $63,62520140.44%-0.06%0.18%0.16%27 $2,4654.5% $54,88920130.39%-0.11%0.26%0.09%25 $2,4574.8% $51,65020120.60%0.10%0.24%0.20%32 $2,5555.2% $49,093Cumulative Annualized ReturnEx-Post Standard Deviation of ReturnsPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-Year Treasury IndexPFMAM Composite (Gross of Fees)ICE BofA 1-Year Treasury Index1 Year -0.76%-1.26%-1.95%0.54%0.77%2 Year -0.26%-0.75%-0.90%0.40%0.62%3 Year 0.56%0.06%0.18%0.53%0.89%4 Year 1.17%0.67%0.91%0.57%0.87%5 Year 1.21%0.71%0.94%0.52%0.78%6 Year 1.18%0.67%0.89%0.49%0.72%7 Year 1.15%0.65%0.84%0.47%0.68%8 Year 1.08%0.58%0.76%0.45%0.64%9 Year 1.01%0.51%0.71%0.43%0.61%10 Year 0.95%0.45%0.67%0.42%0.58%Periods Ended 09/30/22Item 1I-79 PFMAM Enhanced Cash CompositeAs of September 30, 20225Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-Year Treasury IndexPFMAM Composite (Gross of Fees)ICE BofA 1-Year Treasury Index2021 1.54% 1.04% 1.55% 0.48% 0.73%2020 2.20% 1.69% 2.20% 0.38% 0.67%2019 1.97% 1.46% 1.78% 0.33% 0.42%2018 1.38% 0.87% 1.06% 0.30% 0.33%2017 0.87% 0.37% 0.49% 0.29% 0.26%2016 0.67% 0.17% 0.36% 0.29% 0.25%2015 0.43% -0.07% 0.20% 0.20% 0.16%2014 0.48% -0.02% 0.23% 0.16% 0.11%2013 0.59% 0.08% 0.35% 0.17% 0.14%2012 0.71% 0.25% 0.46% 0.24% 0.20%3-YearPeriodsEnding3-Year Cumulative Return 3-Year Ex-Post Standard DeviationItem 1I-80 PFMAM Enhanced Cash CompositeAs of September 30, 20226Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-Year Treasury IndexPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-Year Treasury Index9/30/2022 0.11%-0.01%-0.50%9/30/2017 0.34%0.21%0.25%6/30/2022 -0.08%-0.20%-0.48%6/30/2017 0.29%0.16%0.14%3/31/2022 -0.63%-0.75%-0.80%3/31/2017 0.32%0.19%0.16%12/31/2021 -0.17%-0.30%-0.18%12/31/2016 0.05%-0.08%0.05%9/30/2021 0.06%-0.07%0.02%9/30/2016 0.16%0.04%0.06%6/30/2021 0.06%-0.07%0.02%6/30/2016 0.40%0.27%0.29%3/31/2021 0.06%-0.06%0.07%3/31/2016 0.52%0.40%0.36%12/31/2020 0.08%-0.05%0.05%12/31/2015 -0.10%-0.22%-0.17%9/30/2020 0.13%0.01%0.08%9/30/2015 0.18%0.05%0.11%6/30/2020 0.66%0.54%-0.03%6/30/2015 0.10%-0.03%0.10%3/31/2020 0.85%0.73%1.72%3/31/2015 0.27%0.14%0.11%12/31/2019 0.55%0.43%0.59%12/31/2014 0.08%-0.04%-0.07%9/30/2019 0.65%0.52%0.56%9/30/2014 0.06%-0.06%0.10%6/30/2019 0.87%0.74%0.94%6/30/2014 0.15%0.03%0.07%3/31/2019 0.81%0.69%0.82%3/31/2014 0.14%0.02%0.08%12/31/2018 0.68%0.55%0.78%12/31/2013 0.09%-0.04%0.01%9/30/2018 0.55%0.42%0.41%9/30/2013 0.20%0.08%0.13%6/30/2018 0.51%0.38%0.40%6/30/2013 -0.02%-0.14%0.04%3/31/2018 0.21%0.08%0.25%3/31/2013 0.12%-0.01%0.07%12/31/2017 0.10%-0.02%0.01%12/31/2012 0.09%-0.03%0.06%QuarterEndedQuarterEndedTotal ReturnTotal ReturnItem 1I-81 PFMAM Enhanced Cash CompositeAs of September 30, 20227PFM Asset Management LLC claims compliance with the Global investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. PFM Asset Management LLC has been independently verified for the periods 2006 through 2020. The verification report is available upon request. A firm that claims compliance with the GIPS standards must establish policies and procedures for complying with all the applicable requirements of the GIPS standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein.PFM Asset Management LLC is an investment adviser registered with the U.S. Securities andExchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc.("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S.Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible forand does not guarantee the products, services or performance of PFMAM.PFM Asset Management LLC was created in 2001; prior to 2001, PFMAM’s investmentadvisory business was operated as part of Public Financial Management, Inc. utilizing thesame personnel and investment process. Firm performance includes accounts managed byPFM Asset Management LLC, but which may have been previously managed by PublicFinancial Management, Inc. Stable value portfolios were managed by Fiduciary CapitalManagement, Inc. prior to December 15, 2017, when the assets of that firm were acquired byPFM Asset Management LLC. We manage short-term pools and money market funds,investment-grade fixed-income portfolios,stable value portfolios, and multi-asset classportfolios under a variety of individual client mandates. For important disclosure informationplease go to pfmam.com/disclosures.IMPORTANT DISCLOSURESFIRM DEFINITIONPFMAM Enhanced Cash Composite includes all institutional fixed-income portfolios with the majority of their assets in securities with maturities or effective durations between 0 and 1 year, and that are managed against the ICE BofA 1-Year US Treasury Note Index or another short-term index with an effective duration as short as 1 month or as long as 1.5 years. Accounts typically invest in US dollar denominated, investment-grade fixed-income securities, including US government securities, including bonds and notes of federal agencies, high quality money market, municipal and corporate debt instruments, generally limited to those rated A-1 short-term, or A long-term or better. Accounts in this composite do not use leverage, complex derivatives, or short positions. Individual accounts may have policies that are more or less restrictive than those described above, in some cases significantly so, and may use specific benchmarks that differ from the composite benchmark used in this presentation. Accounts in the composite may have significant liquidity requirements.The composite creation date is September 2003; the composite inception date is January 1, 1998. The minimum portfolio size for inclusion in the composite is $10 million. Only actual portfolios are included in the composites; the composite contains no simulated, model or non-fee paying portfolios. COMPOSITE DESCRIPTIONItem 1I-82 PFMAM Enhanced Cash CompositeAs of September 30, 20228Composite performance is compared to the ICE BofA 1-Year US Treasury Note Index. Benchmark returns are provided to represent the investment environment that existed during the time periods shown. The ICE BofA 1-Year US Treasury Note Index comprises a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue.BENCHMARK DESCRIPTIONValuations are computed, and performance results and asset values are reported in US dollars. Gross-of-fees returns are presented before management fees, custodial fees and taxes, but after brokerage and other transaction fees, if any. The composite net-of-fees returns are calculated by deducting 1/12th of the model fee (0.50%) from the monthly gross composite return. Returns include the reinvestment of income. PFMAM’s asset management standard investment advisory fee schedule is 0.25% per annum on first $25 million and 0.15% per annum on assets over $25 million, but actual fees may be higher or lower. Investment advisory fees are described in Part 2 of the firm’s Form ADV. Fees have a compounding effect on the net return of a portfolio. As an example, the effect of investment advisory fees on the total value of a client’s portfolio assuming (a) a $1,000,000 initial investment, (b) portfolio return of 4% a year, and (c) 0.50% per annum fee charged monthly, is shown in the following table:PERFORMANCE CALCULATIONSActual performance results may differ from composite returns, depending on the size of the account, investment guidelines and restrictions, inception date and other factors. Past performance is not indicative of future results. As with any investment vehicle, there is always the potential for gains as well as the possibility of losses. There can be no assurance that a client portfolio will meet its performance objective.RISK DISCLOSUREA list of composite descriptions and a list of broad distribution pooled funds are available upon request. Policies for valuing investments, calculating performance, and preparing GIPS Reports are available upon request. Requests should be made to Kenneth Schiebel, CFA, at schiebelk@pfmam.com.ADDITIONAL INFORMATIONInternal dispersion is calculated using the equal-weighted standard deviation of the annual gross returns of those portfolios that were included in the composite for the entire year; for years where there are five or fewer portfolios in the composite for the full annual period, dispersion is not presented, as it is deemed not meaningful. Benchmark returns are presented on a gross basis. PeriodEnding Portfolio ValueWithout Fees (Gross)After Fees(Net)1 Year $1,040,742 $1,035,567 5 Years $1,220,997 $1,190,943 10 Years $1,490,833 $1,418,345 Item 1I-83 1-3 Year Composite9Item 1I-84 PFMAM 1-3 Year Fixed Income CompositeAs of September 30, 202210Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.YearPFMAM Composite Return (Gross of Fees)PFMAM Composite Return (Net of Fees)ICE BofA 1-3 Year Treasury IndexPFMAM Composite Dispersion(Gross of Fees)Number of AccountsComposite Assets (Millions)Percentage of Firm AssetsTotal Firm Assets (Millions)2022 YTD -3.92%-4.28%-4.35%n/a150 $13,177 9.4% $140,5432021-0.43%-0.92%-0.55%0.09%151 $12,972 9.9% $130,40720203.30%2.79%3.10%0.28%155 $12,563 10.4% $121,16920193.84%3.32%3.55%0.25%153 $12,013 10.5% $114,27520181.70%1.19%1.58%0.09%157 $11,420 12.0% $95,31120170.82%0.31%0.42%0.17%159 $10,943 12.9% $84,65220161.17%0.67%0.89%0.11%153 $9,84913.1% $74,97920150.68%0.18%0.54%0.13%145 $9,45014.9% $63,62520140.72%0.21%0.62%0.14%126 $8,60415.7% $54,88920130.41%-0.09%0.36%0.11%118 $7,97515.4% $51,65020121.00%0.49%0.43%0.23%113 $7,20414.7% $49,093Cumulative Annualized ReturnEx-Post Standard Deviation of ReturnsPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-3 Year Treasury IndexPFMAM Composite (Gross of Fees)ICE BofA 1-3 Year Treasury Index1 Year -4.43%-4.90%-4.86%1.80%1.91%2 Year -2.11%-2.60%-2.45%1.45%1.52%3 Year -0.22%-0.71%-0.48%1.49%1.71%4 Year 0.92%0.42%0.71%1.49%1.68%5 Year 0.83%0.32%0.57%1.36%1.53%6 Year 0.80%0.30%0.52%1.26%1.42%7 Year 0.86%0.35%0.57%1.20%1.36%8 Year 0.90%0.39%0.64%1.15%1.30%9 Year 0.86%0.36%0.63%1.09%1.23%10 Year 0.82%0.32%0.60%1.04%1.17%Periods Ended 09/30/22Item 1I-85 PFMAM 1-3 Year Fixed Income CompositeAs of September 30, 202211Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-3 Year Treasury IndexPFMAM Composite (Gross of Fees)ICE BofA 1-3 Year Treasury Index2021 2.22% 1.71% 2.01% 0.96% 1.21%2020 2.94% 2.43% 2.74% 0.91% 1.22%2019 2.11% 1.60% 1.84% 0.84% 0.95%2018 1.23% 0.72% 0.96% 0.73% 0.86%2017 0.89% 0.39% 0.62% 0.67% 0.75%2016 0.86% 0.35% 0.68% 0.68% 0.76%2015 0.60% 0.10% 0.51% 0.52% 0.57%2014 0.71% 0.20% 0.47% 0.43% 0.44%2013 0.99% 0.49% 0.78% 0.46% 0.51%2012 1.40% 0.93% 1.20% 0.64% 0.74%3-YearPeriodsEnding3-Year Cumulative Return 3-Year Ex-Post Standard DeviationItem 1I-86 PFMAM 1-3 Year Fixed Income CompositeAs of September 30, 202212Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-3 Year Treasury IndexPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-3 Year Treasury Index9/30/2022 -1.23% -1.36% -1.56% 9/30/2017 0.32% 0.19% 0.24%6/30/2022 -0.52% -0.65% -0.50% 6/30/2017 0.31% 0.18% 0.17%3/31/2022 -2.21% -2.33% -2.34% 3/31/2017 0.35% 0.22% 0.26%12/31/2021 -0.52% -0.65% -0.53% 12/31/2016 -0.30% -0.43% -0.43%9/30/2021 0.07% -0.05% 0.06% 9/30/2016 -0.01% -0.13% -0.11%6/30/2021 0.05% -0.07% -0.03% 6/30/2016 0.53% 0.40% 0.53%3/31/2021 -0.03% -0.15% -0.05% 3/31/2016 0.95% 0.83% 0.90%12/31/2020 0.17% 0.04% 0.05% 12/31/2015 -0.29% -0.41% -0.44%9/30/2020 0.22% 0.10% 0.10% 9/30/2015 0.34% 0.22% 0.31%6/30/2020 1.05% 0.93% 0.13% 6/30/2015 0.11% -0.02% 0.15%3/31/2020 1.83% 1.70% 2.81% 3/31/2015 0.52% 0.40% 0.52%12/31/2019 0.53% 0.41% 0.51% 12/31/2014 0.20% 0.08% 0.17%9/30/2019 0.69% 0.57% 0.58% 9/30/2014 0.03% -0.09% 0.03%6/30/2019 1.41% 1.29% 1.44% 6/30/2014 0.29% 0.17% 0.27%3/31/2019 1.15% 1.03% 0.98% 3/31/2014 0.19% 0.06% 0.14%12/31/2018 1.08% 0.96% 1.29% 12/31/2013 0.10% -0.02% 0.06%9/30/2018 0.39% 0.27% 0.19% 9/30/2013 0.33% 0.21% 0.29%6/30/2018 0.36% 0.24% 0.22% 6/30/2013 -0.16% -0.29% -0.11%3/31/2018 -0.14% -0.27% -0.13% 3/31/2013 0.14% 0.01% 0.12%12/31/2017 -0.16% -0.28% -0.25% 12/31/2012 0.12% -0.01% 0.07%QuarterEndedQuarterEndedTotal ReturnTotal ReturnItem 1I-87 PFMAM 1-3 Year Fixed Income CompositeAs of September 30, 202213PFM Asset Management LLC claims compliance with the Global investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. PFM Asset Management LLC has been independently verified for the periods 2006 through 2020. The verification report is available upon request. A firm that claims compliance with the GIPS standards must establish policies and procedures for complying with all the applicable requirements of the GIPS standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein.PFM Asset Management LLC is an investment adviser registered with the U.S. Securities andExchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc.("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S.Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible forand does not guarantee the products, services or performance of PFMAM.PFM Asset Management LLC was created in 2001; prior to 2001, PFMAM’s investmentadvisory business was operated as part of Public Financial Management, Inc. utilizing thesame personnel and investment process. Firm performance includes accounts managed byPFM Asset Management LLC, but which may have been previously managed by PublicFinancial Management, Inc. Stable value portfolios were managed by Fiduciary CapitalManagement, Inc. prior to December 15, 2017, when the assets of that firm were acquired byPFM Asset Management LLC. We manage short-term pools and money market funds,investment-grade fixed-income portfolios,stable value portfolios, and multi-asset classportfolios under a variety of individual client mandates. For important disclosure informationplease go to pfmam.com/disclosures.IMPORTANT DISCLOSURESFIRM DEFINITIONPFMAM 1-3 Year Fixed Income Composite includes all institutional fixed-income portfolios with the majority of their assets in securities with maturities or effective durations between 1 and 3 years, and that are managed against the ICE BofA 1-3 Year US Treasury Index or an index with a similar effective duration. Accounts typically invest in US dollar denominated, investment-grade fixed-income securities, including US government securities, including bonds and notes of federal agencies, high quality money market, municipal and corporate debt instruments, generally limited to those rated A or better, and agency mortgage-backed securities. Accounts in this composite do not use leverage, complex derivatives, or short positions. Accounts in the composite will typically maintain an overall effective duration similar to that of the ICE BofA 1-3 Year US Treasury Index, but may vary by plus or minus 25%, or more. Individual accounts may have policies that are more or less restrictive than those described above, in some cases significantly so, and may use specific benchmarks that differ from the composite benchmark used in this presentation.The composite creation date is September 2003; the composite inception date is January 1, 1998. The minimum portfolio size for inclusion in the composite is $10 million. Only actual portfolios are included in the composites; the composite contains no simulated, model or non-fee paying portfolios.COMPOSITE DESCRIPTIONItem 1I-88 PFMAM 1-3 Year Fixed Income CompositeAs of September 30, 202214Composite performance is compared to the ICE BofA 1-3 Year US Treasury Index. Benchmark returns are provided to represent the investment environment that existed during the time periods shown. The ICE BofA1-3 Year US Treasury Index comprises all US Treasury securities (excluding TIPS and STRIPS) with maturities between 1 and 3 years, and is rebalanced monthly.BENCHMARK DESCRIPTIONPERFORMANCE CALCULATIONSActual performance results may differ from composite returns, depending on the size of the account, investment guidelines and restrictions, inception date and other factors. Past performance is not indicative of future results. As with any investment vehicle, there is always the potential for gains as well as the possibility of losses. There can be no assurance that a client portfolio will meet its performance objective.RISK DISCLOSUREA list of composite descriptions and a list of broad distribution pooled funds are available upon request. Policies for valuing investments, calculating performance, and preparing GIPS Reports are available upon request. Requests should be made to Kenneth Schiebel, CFA, at schiebelk@pfmam.com.ADDITIONAL INFORMATIONInternal dispersion is calculated using the equal-weighted standard deviation of the annual gross returns of those portfolios that were included in the composite for the entire year; for years where there are five or fewer portfolios in the composite for the full annual period, dispersion is not presented, as it is deemed not meaningful. Benchmark returns are presented on a gross basis. Valuations are computed, and performance results and asset values are reported in US dollars. Gross-of-fees returns are presented before management fees, custodial fees and taxes, but after brokerage and other transaction fees, if any. The composite net-of-fees returns are calculated by deducting 1/12th of the model fee (0.50%) from the monthly gross composite return. Returns include the reinvestment of income. PFMAM’s asset management standard investment advisory fee schedule is 0.25% per annum on first $25 million and 0.15% per annum on assets over $25 million, but actual fees may be higher or lower. Investment advisory fees are described in Part 2 of the firm’s Form ADV. Fees have a compounding effect on the net return of a portfolio. As an example, the effect of investment advisory fees on the total value of a client’s portfolio assuming (a) a $1,000,000 initial investment, (b) portfolio return of 4% a year, and (c) 0.50% per annum fee charged monthly, is shown in the following table:PeriodEnding Portfolio ValueWithout Fees (Gross)After Fees(Net)1 Year $1,040,742 $1,035,567 5 Years $1,220,997 $1,190,943 10 Years $1,490,833 $1,418,345 Item 1I-89 1-5 Year Composite15Item 1I-90 PFMAM 1-5 Year Fixed Income CompositeAs of September 30, 202216Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.YearPFMAM Composite Return (Gross of Fees)PFMAM Composite Return (Net of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government IndexPFMAM Composite Dispersion(Gross of Fees)Number of AccountsComposite Assets (Millions)Percentage of Firm AssetsTotal Firm Assets (Millions)2022 YTD -5.66%-6.02%-6.14%-6.17%n/a158 $14,862 10.6% $140,5432021-0.93%-1.42%-1.10%-1.06%0.14%147 $14,397 11.0% $130,40720204.49%3.97%4.25%4.25%0.29%137 $11,942 9.9% $121,16920194.54%4.02%4.20%4.29%0.32%129 $11,051 9.7% $114,27520181.57%1.07%1.52%1.55%0.09%126 $9,534 10.0% $95,31120171.10%0.59%0.65%0.79%0.20%124 $8,600 10.2% $84,65220161.32%0.81%1.09%1.14%0.11%104 $6,4008.5% $74,97920151.13%0.62%0.98%0.99%0.13%87 $5,4648.6% $63,62520141.39%0.89%1.24%1.30%0.20%71 $4,5608.3% $54,88920130.02%-0.48%-0.19%-0.08%0.18%62 $4,3948.5% $51,65020121.78%1.28%0.91%1.32%0.37%48 $3,1746.5% $49,093Cumulative Annualized ReturnEx-Post Standard Deviation of ReturnsPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government IndexPFMAM Composite (Gross of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government Index1 Year -6.32%-6.79%-6.78%-6.81%2.61%2.77%2.77%2 Year -3.23%-3.71%-3.64%-3.62%2.10%2.20%2.21%3 Year -0.65%-1.14%-0.97%-0.96%2.13%2.38%2.34%4 Year 0.88%0.38%0.64%0.65%2.13%2.36%2.32%5 Year 0.67%0.17%0.39%0.42%1.95%2.17%2.13%6 Year 0.63%0.13%0.32%0.36%1.84%2.04%2.00%7 Year 0.80%0.30%0.49%0.54%1.77%1.98%1.93%8 Year 0.95%0.45%0.69%0.73%1.71%1.92%1.87%9 Year 0.96%0.46%0.69%0.74%1.64%1.84%1.80%10 Year 0.87%0.37%0.62%0.67%1.59%1.77%1.74%Periods Ended 09/30/22Item 1I-91 PFMAM 1-5 Year Fixed Income CompositeAs of September 30, 202217Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government IndexPFMAM Composite (Gross of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government Index2021 2.67% 2.16% 2.42% 2.46% 1.40% 1.69% 1.61%2020 3.52% 3.01% 3.31% 3.35% 1.39% 1.75% 1.65%2019 2.39% 1.88% 2.11% 2.20% 1.27% 1.43% 1.39%2018 1.33% 0.82% 1.08% 1.16% 1.27% 1.45% 1.40%2017 1.18% 0.68% 0.90% 0.97% 1.23% 1.39% 1.34%2016 1.28% 0.77% 1.10% 1.14% 1.27% 1.45% 1.40%2015 0.84% 0.34% 0.67% 0.74% 1.09% 1.21% 1.19%2014 1.06% 0.56% 0.65% 0.84% 0.98% 1.03% 1.01%2013 1.69% 1.18% 1.35% 1.44% 1.08% 1.17% 1.11%2012 2.48% 2.02% 2.31% 2.33% 1.20% 1.40% 1.29%3-YearPeriodsEnding3-Year Cumulative Return 3-Year Ex-Post Standard DeviationItem 1I-92 PFMAM 1-5 Year Fixed Income CompositeAs of September 30, 202218Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government IndexPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-5 Year Treasury IndexICE BofA 1-5 Year AAA-AA US Corporate & Government Index9/30/2022 -1.92%-2.05%-2.28%-2.28%9/30/2017 0.38%0.25%0.29%0.32%6/30/2022 -0.82%-0.95%-0.81%-0.84%6/30/2017 0.51%0.38%0.38%0.42%3/31/2022 -3.01%-3.13%-3.16%-3.17%3/31/2017 0.49%0.36%0.37%0.42%12/31/2021 -0.70%-0.83%-0.68%-0.69%12/31/2016 -0.95%-1.08%-1.09%-1.07%9/30/2021 0.04%-0.08%0.00%0.01%9/30/2016 -0.07%-0.20%-0.19%-0.14%6/30/2021 0.16%0.04%0.11%0.13%6/30/2016 0.80%0.67%0.81%0.82%3/31/2021 -0.43%-0.56%-0.52%-0.51%3/31/2016 1.56%1.43%1.57%1.55%12/31/2020 0.20%0.07%0.02%0.05%12/31/2015 -0.45%-0.58%-0.66%-0.63%9/30/2020 0.28%0.15%0.13%0.16%9/30/2015 0.68%0.55%0.70%0.69%6/30/2020 1.31%1.19%0.29%0.47%6/30/2015 -0.02%-0.14%0.02%0.02%3/31/2020 2.65%2.52%3.80%3.55%3/31/2015 0.92%0.79%0.92%0.91%12/31/2019 0.41%0.29%0.35%0.37%12/31/2014 0.46%0.33%0.49%0.48%9/30/2019 0.87%0.74%0.75%0.77%9/30/2014 -0.02%-0.15%-0.06%-0.05%6/30/2019 1.77%1.64%1.82%1.82%6/30/2014 0.57%0.45%0.55%0.57%3/31/2019 1.42%1.29%1.22%1.27%3/31/2014 0.38%0.25%0.26%0.30%12/31/2018 1.44%1.31%1.72%1.67%12/31/2013 0.08%-0.04%-0.11%-0.05%9/30/2018 0.30%0.18%0.05%0.11%9/30/2013 0.54%0.42%0.46%0.50%6/30/2018 0.27%0.15%0.13%0.15%6/30/2013 -0.81%-0.93%-0.69%-0.71%3/31/2018 -0.44%-0.56%-0.38%-0.38%3/31/2013 0.21%0.08%0.15%0.18%12/31/2017 -0.28%-0.41%-0.38%-0.36%12/31/2012 0.12%-0.01%0.04%0.09%QuarterEndedQuarterEndedTotal ReturnTotal ReturnItem 1I-93 PFMAM 1-5 Year Fixed Income CompositeAs of September 30, 202219PFM Asset Management LLC claims compliance with the Global investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. PFM Asset Management LLC has been independently verified for the periods 2006 through 2020. The verification report is available upon request. A firm that claims compliance with the GIPS standards must establish policies and procedures for complying with all the applicable requirements of the GIPS standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein.PFM Asset Management LLC is an investment adviser registered with the U.S. Securities andExchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc.("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S.Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible forand does not guarantee the products, services or performance of PFMAM.PFM Asset Management LLC was created in 2001; prior to 2001, PFMAM’s investmentadvisory business was operated as part of Public Financial Management, Inc. utilizing thesame personnel and investment process. Firm performance includes accounts managed byPFM Asset Management LLC, but which may have been previously managed by PublicFinancial Management, Inc. Stable value portfolios were managed by Fiduciary CapitalManagement, Inc. prior to December 15, 2017, when the assets of that firm were acquired byPFM Asset Management LLC. We manage short-term pools and money market funds,investment-grade fixed-income portfolios,stable value portfolios, and multi-asset classportfolios under a variety of individual client mandates. For important disclosure informationplease go to pfmam.com/disclosures.IMPORTANT DISCLOSURESFIRM DEFINITIONPFMAM 1-5 Year Fixed Income Composite includes all institutional fixed-income portfolios with the majority of their assets in securities with maturities or effective durations between 1 and 5 years, and that are managed against the ICE BofA 1-5 Year US Treasury Index or an index with a similar effective duration. Accounts typically invest in US dollar denominated, investment-grade fixed-income securities, including US government securities, including bonds and notes of federal agencies, high quality money market, municipal and corporate debt instruments, generally limited to those rated A or better, and agency mortgage-backed securities. Accounts in this composite do not use leverage, complex derivatives, or short positions. Accounts in the composite will typically maintain an overall effective duration similar to that of the ICE BofA 1-5 Year US Treasury Index, but may vary by plus or minus 25%, or more. Individual accounts may have policies that are more or less restrictive than those described above, in some cases significantly so, and may use specific benchmarks that differ from those used as composite benchmarks in this presentation.The composite creation date is September 2003; the composite inception date is January 1, 1998. The minimum portfolio size for inclusion in the composite is $10 million. Only actual portfolios are included in the composites; the composite contains no simulated, model or non-fee paying portfolios.COMPOSITE DESCRIPTIONItem 1I-94 PFMAM 1-5 Year Fixed Income CompositeAs of September 30, 202220Composite performance is compared to the ICE BofA 1-5 Year US Treasury Index and the ICE BofA 1-5 year AAA-AA US Corporate & Government Index. Benchmark returns are provided to represent the investment environment that existed during the time periods shown. The ICE BofA 1-5 Year US Treasury Index comprises all US Treasury securities (excluding TIPS and STRIPS) with maturities between 1 and 5 years, and is rebalanced monthly. The ICE BofA 1-5 year AAA-AA US Corporate & Government Index comprises US dollar denominated investment grade debt publicly issued in the US domestic market, including US Treasury, US agency, certain foreign government and supranational debt, and corporate securities; all that meet common index qualifications, are rated AA3 or better, and have maturities between 1 and 5 years. The index is rebalanced monthly. The ICE BofA 1-5 year AAA-AA US Corporate & Government Index was added as a second benchmark beginning 2012Q3 and is presented retroactively. The second benchmark was added to provide an additional comparison for those accounts with investment policies that permit a broader range of investments.BENCHMARK DESCRIPTIONPERFORMANCE CALCULATIONSActual performance results may differ from composite returns, depending on the size of the account, investment guidelines and restrictions, inception date and other factors. Past performance is not indicative of future results. As with any investment vehicle, there is always the potential for gains as well as the possibility of losses. There can be no assurance that a client portfolio will meet its performance objective.RISK DISCLOSUREA list of composite descriptions and a list of broad distribution pooled funds are available upon request. Policies for valuing investments, calculating performance, and preparing GIPS Reports are available upon request. Requests should be made to Kenneth Schiebel, CFA, at schiebelk@pfmam.com.ADDITIONAL INFORMATIONInternal dispersion is calculated using the equal-weighted standard deviation of the annual gross returns of those portfolios that were included in the composite for the entire year; for years where there are five or fewer portfolios in the composite for the full annual period, dispersion is not presented, as it is deemed not meaningful. Benchmark returns are presented on a gross basis. Valuations are computed, and performance results and asset values are reported in US dollars. Gross-of-fees returns are presented before management fees, custodial fees and taxes, but after brokerage and other transaction fees, if any. The composite net-of-fees returns are calculated by deducting 1/12th of the model fee (0.50%) from the monthly gross composite return. Returns include the reinvestment of income. PFMAM’s asset management standard investment advisory fee schedule is 0.25% per annum on first $25 million and 0.15% per annum on assets over $25 million, but actual fees may be higher or lower. Investment advisory fees are described in Part 2 of the firm’s Form ADV. Fees have a compounding effect on the net return of a portfolio. As an example, the effect of investment advisory fees on the total value of a client’s portfolio assuming (a) a $1,000,000 initial investment, (b) portfolio return of 4% a year, and (c) 0.50% per annum fee charged monthly, is shown in the following table:PeriodEnding Portfolio ValueWithout Fees (Gross)After Fees(Net)1 Year $1,040,742 $1,035,567 5 Years $1,220,997 $1,190,943 10 Years $1,490,833 $1,418,345 Item 1I-95 1-10 Year Composite21Item 1I-96 PFMAM 1-10 Year Fixed Income CompositeAs of September 30, 202222Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.YearPFMAM Composite Return (Gross of Fees)PFMAM Composite Return (Net of Fees)ICE BofA 1-10 Year Treasury IndexPFMAM Composite Dispersion(Gross of Fees)Number of AccountsComposite Assets (Millions)Percentage of Firm AssetsTotal Firm Assets (Millions)2022 YTD -8.54%-8.88%-8.54%n/a25 $1,5441.1% $140,5432021-1.45%-1.95%-1.65%0.10%22 $1,4771.1% $130,40720205.84%5.31%5.65%0.30%22 $1,2681.0% $121,16920195.67%5.14%5.15%0.58%19 $1,0350.9% $114,27520181.33%0.82%1.43%0.21%18 $9201.0% $95,31120171.80%1.29%1.08%0.37%18 $7430.9% $84,65220161.53%1.02%1.14%0.19%14 $6490.9% $74,97920151.37%0.87%1.24%0.11%8 $3630.6% $63,62520142.90%2.39%2.82%0.22%6 $2020.4% $54,8892013-1.18%-1.68%-1.65%n/a5 $1780.3% $51,65020122.79%2.28%1.87%0.34%7 $4650.9% $49,093Cumulative Annualized ReturnEx-Post Standard Deviation of ReturnsPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-10 Year Treasury IndexPFMAM Composite (Gross of Fees)ICE BofA 1-10 Year Treasury Index1 Year -9.23%-9.69%-9.01%4.16%4.08%2 Year -4.97%-5.45%-5.27%3.30%3.26%3 Year -1.49%-1.98%-1.67%3.22%3.41%4 Year 0.65%0.14%0.52%3.16%3.39%5 Year 0.38%-0.12%0.19%2.90%3.11%6 Year 0.36%-0.15%0.05%2.75%2.96%7 Year 0.70%0.19%0.38%2.65%2.88%8 Year 0.97%0.46%0.73%2.57%2.82%9 Year 1.05%0.54%0.78%2.48%2.73%10 Year 0.86%0.35%0.59%2.45%2.68%Periods Ended 09/30/22Item 1I-97 PFMAM 1-10 Year Fixed Income CompositeAs of September 30, 202223Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-10 Year Treasury IndexPFMAM Composite (Gross of Fees)ICE BofA 1-10 Year Treasury Index2021 3.29% 2.78% 2.99% 2.01% 2.49%2020 4.25% 3.74% 4.05% 2.01% 2.53%2019 2.91% 2.40% 2.54% 1.85% 2.11%2018 1.55% 1.04% 1.22% 1.91% 2.21%2017 1.56% 1.06% 1.15% 1.89% 2.23%2016 1.93% 1.42% 1.73% 1.98% 2.36%2015 1.01% 0.51% 0.79% 1.94% 2.18%2014 1.48% 0.98% 0.99% 1.83% 2.01%2013 2.59% 2.08% 2.27% 2.04% 2.36%2012 4.08% 3.60% 4.20% 2.06% 2.56%3-YearPeriodsEnding3-Year Cumulative Return 3-Year Ex-Post Standard DeviationItem 1I-98 PFMAM 1-10 Year Fixed Income CompositeAs of September 30, 202224Managed by PFM Asset Management LLC. Please refer to the accompanying Important Disclosures.PFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-10 Year Treasury IndexPFMAM Composite (Gross of Fees)PFMAM Composite (Net of Fees)ICE BofA 1-10 Year Treasury Index9/30/2022 -3.00% -3.12% -3.17% 9/30/2017 0.56% 0.44% 0.34%6/30/2022 -1.71% -1.84% -1.59% 6/30/2017 0.81% 0.68% 0.62%3/31/2022 -4.07% -4.19% -4.02% 3/31/2017 0.65% 0.52% 0.52%12/31/2021 -0.76% -0.89% -0.51% 12/31/2016 -1.76% -1.88% -2.11%9/30/2021 0.05% -0.08% -0.07% 9/30/2016 -0.07% -0.19% -0.25%6/30/2021 0.49% 0.37% 0.67% 6/30/2016 1.21% 1.08% 1.24%3/31/2021 -1.23% -1.36% -1.73% 3/31/2016 2.17% 2.05% 2.31%12/31/2020 0.19% 0.07% -0.23% 12/31/2015 -0.56% -0.69% -0.86%9/30/2020 0.38% 0.25% 0.19% 9/30/2015 1.20% 1.07% 1.25%6/30/2020 1.62% 1.50% 0.42% 6/30/2015 -0.52% -0.64% -0.47%3/31/2020 3.55% 3.43% 5.26% 3/31/2015 1.26% 1.14% 1.34%12/31/2019 0.21% 0.09% 0.03% 12/31/2014 0.92% 0.79% 1.04%9/30/2019 1.23% 1.11% 1.15% 9/30/2014 0.04% -0.08% 0.01%6/30/2019 2.29% 2.16% 2.32% 6/30/2014 0.99% 0.87% 1.01%3/31/2019 1.83% 1.70% 1.57% 3/31/2014 0.92% 0.79% 0.73%12/31/2018 1.79% 1.66% 2.19% 12/31/2013 -0.25% -0.38% -0.56%9/30/2018 0.20% 0.08% -0.11% 9/30/2013 0.66% 0.54% 0.42%6/30/2018 0.18% 0.06% 0.06% 6/30/2013 -1.77% -1.90% -1.64%3/31/2018 -0.84% -0.96% -0.70% 3/31/2013 0.19% 0.07% 0.13%12/31/2017 -0.23% -0.35% -0.40% 12/31/2012 0.07% -0.05% 0.01%QuarterEndedQuarterEndedTotal ReturnTotal ReturnItem 1I-99 PFMAM 1-10 Year Fixed Income CompositeAs of September 30, 202225PFM Asset Management LLC claims compliance with the Global investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. PFM Asset Management LLC has been independently verified for the periods 2006 through 2020. The verification report is available upon request. A firm that claims compliance with the GIPS standards must establish policies and procedures for complying with all the applicable requirements of the GIPS standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein.PFM Asset Management LLC is an investment adviser registered with the U.S. Securities andExchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc.("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S.Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible forand does not guarantee the products, services or performance of PFMAM.PFM Asset Management LLC was created in 2001; prior to 2001, PFMAM’s investmentadvisory business was operated as part of Public Financial Management, Inc. utilizing thesame personnel and investment process. Firm performance includes accounts managed byPFM Asset Management LLC, but which may have been previously managed by PublicFinancial Management, Inc. Stable value portfolios were managed by Fiduciary CapitalManagement, Inc. prior to December 15, 2017, when the assets of that firm were acquired byPFM Asset Management LLC. We manage short-term pools and money market funds,investment-grade fixed-income portfolios,stable value portfolios, and multi-asset classportfolios under a variety of individual client mandates. For important disclosure informationplease go to pfmam.com/disclosures.IMPORTANT DISCLOSURESFIRM DEFINITIONPFMAM 1-10 Year Fixed Income Composite includes all institutional fixed-income portfolios with the majority of their assets in securities with maturities or effective durations between 1 and 10 years, and that are managed against the ICE BofA 1-10 Year US Treasury Index or an index with a similar effective duration. Accounts typically invest in US dollar denominated, investment-grade fixed-income securities, including US government securities, including bonds and notes of federal agencies, high quality money market, municipal and corporate debt instruments, generally limited to those rated A or better, and agency mortgage-backed securities. Accounts in this composite do not use leverage, complex derivatives, or short positions. Accounts in the composite will typically maintain an overall effective duration similar to that of the ICE BofA 1-10 Year US Treasury Index, but may vary by plus or minus 25%, or more. Individual accounts may have policies that are more or less restrictive than those described above, in some cases significantly so, and may use specific benchmarks that differ from the composite benchmark used in this presentation.The composite creation date is September 2003; the composite inception date is January 1, 2002. The minimum portfolio size for inclusion in the composite is $10 million. Only actual portfolios are included in the composites; the composite contains no simulated, model or non-fee paying portfolios.COMPOSITE DESCRIPTIONItem 1I-100 PFMAM 1-10 Year Fixed Income CompositeAs of September 30, 202226Composite performance is compared to the ICE BofA 1-10 Year US Treasury Index. Benchmark returns are provided to represent the investment environment that existed during the time periods shown. The ICE BofA 1-10 Year US Treasury Index comprises all US Treasury securities (excluding TIPS and STRIPS) with maturities between 1 and 10 years, and is rebalanced monthly.BENCHMARK DESCRIPTIONPERFORMANCE CALCULATIONSActual performance results may differ from composite returns, depending on the size of the account, investment guidelines and restrictions, inception date and other factors. Past performance is not indicative of future results. As with any investment vehicle, there is always the potential for gains as well as the possibility of losses. There can be no assurance that a client portfolio will meet its performance objective.RISK DISCLOSUREA list of composite descriptions and a list of broad distribution pooled funds are available upon request. Policies for valuing investments, calculating performance, and preparing GIPS Reports are available upon request. Requests should be made to Kenneth Schiebel, CFA, at schiebelk@pfmam.com.ADDITIONAL INFORMATIONInternal dispersion is calculated using the equal-weighted standard deviation of the annual gross returns of those portfolios that were included in the composite for the entire year; for years where there are five or fewer portfolios in the composite for the full annual period, dispersion is not presented, as it is deemed not meaningful. Benchmark returns are presented on a gross basis. Valuations are computed, and performance results and asset values are reported in US dollars. Gross-of-fees returns are presented before management fees, custodial fees and taxes, but after brokerage and other transaction fees, if any. The composite net-of-fees returns are calculated by deducting 1/12th of the model fee (0.50%) from the monthly gross composite return. Returns include the reinvestment of income. PFMAM’s asset management standard investment advisory fee schedule is 0.25% per annum on first $25 million and 0.15% per annum on assets over $25 million, but actual fees may be higher or lower. Investment advisory fees are described in Part 2 of the firm’s Form ADV. Fees have a compounding effect on the net return of a portfolio. As an example, the effect of investment advisory fees on the total value of a client’s portfolio assuming (a) a $1,000,000 initial investment, (b) portfolio return of 4% a year, and (c) 0.50% per annum fee charged monthly, is shown in the following table:PeriodEnding Portfolio ValueWithout Fees (Gross)After Fees(Net)1 Year $1,040,742 $1,035,567 5 Years $1,220,997 $1,190,943 10 Years $1,490,833 $1,418,345 Item 1I-101 DisclaimerInvestment advisory services are provided by PFM Asset Management LLC (“PFMAM”), an investment adviser registered with the U.S. Securities and Exchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc. (“USBAM”). USBAM is a subsidiary of U.S. Bank National Association (“U.S. Bank”). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. The information contained is not an offer to purchase or sell any securities. Additional applicable regulatory information is available upon request. For more information regarding PFMAM’s services please visit www.pfmam.com.Disclaimer33NOT INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSITItem 1I-102 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 C. PFMAM’s Proposed First Year Schedule Item 1I-103 Proposed City of Palm Desert First Year ScheduleEngagement awardedExecute and deliver agreementComplete all administrative documentation, authorizations, and proceduresAccount Onboarding and SetupGather historical balance and investment information Review securities in City's current portfolioReview the City's Investment PolicyUpload the City's portfolio data onto PFMAM's accounting system MCode City's Policy into Bloomberg AIM, test coding, receive approval to begin tradingMConfirm custodial set-up, notify custodian of investment advisor assignmentDevelop Investment StrategyMeet with City staff to gain full understanding of existing investment programXProvide education on various sectors allowed by California Government CodeXReview results of cash flow analysisXDiscuss and select long-term investment strategyX/MOngoing Investment Advice and ManagementActive management of portfolioCompetitive purchases and sales of securitiesMonitor credit worthiness of investmentsProvide 24/7 online access to portfolio holdings and reportsProvide monthly statementsMQuarterly performance reportsMQuarterly meetingsXXMeetings as needed to discuss portfolio and market updates and educational topicsXUpdate cash flow analyses (annual)Review City's Investment Policy, recommend updates as necessary (annual)Serve as ongoing investment resource to the City (regular written and webinar market updates, special reports, white papers, etc…)Legend:XMeeting with City on-site or virtuallyMMilestoneMonth 6 Month 7 Month 8 Month 9 Month 10Month 1 Month 2 Month 3 Month 4 Month 5Item 1I-104 Proposed City of Palm Desert First Year ScheduleEngagement awardedExecute and deliver agreementComplete all administrative documentation, authorizations, and proceduresAccount Onboarding and SetupGather historical balance and investment information Review securities in City's current portfolioReview the City's Investment PolicyUpload the City's portfolio data onto PFMAM's accounting system Code City's Policy into Bloomberg AIM, test coding, receive approval to begin tradingConfirm custodial set-up, notify custodian of investment advisor assignmentDevelop Investment StrategyMeet with City staff to gain full understanding of existing investment programProvide education on various sectors allowed by California Government CodeReview results of cash flow analysisDiscuss and select long-term investment strategyOngoing Investment Advice and ManagementActive management of portfolioCompetitive purchases and sales of securitiesMonitor credit worthiness of investmentsProvide 24/7 online access to portfolio holdings and reportsProvide monthly statementsQuarterly performance reportsQuarterly meetingsMeetings as needed to discuss portfolio and market updates and educational topicsUpdate cash flow analyses (annual)Review City's Investment Policy, recommend updates as necessary (annual)Serve as ongoing investment resource to the City (regular written and webinar market updates, special reports, white papers, etc…)Legend:XMeeting with City on-site or virtuallyMMilestoneXMonth 11 Month 12Item 1I-105 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 D. PFMAM’s Client Communications Item 1I-106 1PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Defining Asset-Backed Securities (ABS) ABS are notes backed by underlying pools of financial assets such as automobile loans and leases, credit card receivables, equipment leases, student loans and others used by a diverse investor base. Some investors prefer securities with a longer duration or a higher yield that might be more esoteric in nature with lower liquidity. Meanwhile, others may prefer securities with shorter cash flows, higher credit quality and a higher degree of liquidity. In this discussion, we will focus our comments on the latter, which includes prime auto, credit card and equipment receivables. While some ABS might have a “bulleted” structure, where the principal is paid at maturity, most ABS deals comprise multiple classes of securities, or “tranches,” each with a different coupon, expected cash flows, and risk characteristics and they pay principal and interest on a monthly basis. Asset-backed securities can serve as a component of fixed-income portfolios, offering investment diversification and the opportunity for higher yields relative to comparable-duration U.S. Treasuries and other government securities. An ABS structure includes three key parties: the sponsor, the trust and the investor. In most cases, the sponsor — a bank, credit card issuer or retail finance company — transfers the loans or receivables to a separate trust, which is established to legally own and securitize the assets. The trust then issues the ABS notes and is responsible for paying principal and interest in a timely manner. InvestEd | August 2022 Why Consider Asset-Backed Securities Now? HOW DO ASSET BACK SECURITIES WORK? Item 1I-107 2PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Key Characteristics of ABS 1.Credit Enhancements. Unlike most corporate securities, ABS are typically credit-enhanced, which means they contain features that raise their credit quality above that of the underlying assets. These characteristics increase the likelihood that investors will receive the promised cash flows. The following are examples of credit enhancements: ►Excess Spread — the difference between the interest rate on the underlying collateral and the bond coupon and deal costs. ►Cash Reserve Account — additional funds set aside by the issuer to provide extra internal liquidity for ABS investors. ►Overcollateralization — the amount of collateral in excess of ABS issued. ►Senior/Subordinate Structure — subordinated tranches absorb losses due to defaulted loans up to their value before senior tranches are affected. As a result, subordinate tranches typically offer investors a higher yield due to their increased credit risk. This feature provides investors with the option to invest in a tranche that best suits their preferences and risk tolerance. 3.Large and Liquid Market. ABS issuance was $582 billion in 2021 of which $192 billion came from autos, credit cards and equipment, which was the highest level in the post-financial crisis era.1 Overall, the ABS market has more than $1.5 trillion outstanding and has been slowly but steadily increasing over the past few years. 1 “U.S. Asset Backed Securities Statistics,” Securities Industry and Financial Markets Association (August 2, 2022). https://www. sifma.org/resources/research/us-asset-backed-securities-statistics/. 0 0.2 0.4 0.6 0.8 1 1.2 1.4 1.61.60% 0.20% 0.40% 0.60% 0.80% 1.00% 1.40% 1.20% 0.00% 2. Added Value Over Time. ABS is an asset class that can potentially offer a high degree of safety with returns in excess of those of duration-matched Treasury bonds and higher risk-adjusted returns compared to other sectors. The chart below shows excess returns (or the additional return over a comparable duration treasury) for an index of AAA rated autos: AAA Auto ABS Excess Return % Source: Bloomberg, ICE BofA AAA U.S. Fixed Rate Automobile Asset Backed Securities Index. Item 1I-108 PFM Asset Management LLC (“PFMAM”) is an investment adviser registered with the U.S. Securities and Exchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc. (“USBAM”). USBAM is a subsidiary of U.S. Bank National Association (“U.S. Bank”). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE 3PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. To learn more or discuss in greater detail, please contact us: Our Approach to ABS PFM Asset Management (PFMAM) conducts a rigorous credit review and monitoring process specifically for ABS, going beyond simply accepting assigned ratings and instead focusing on the structure, collateral quality, credit enhancements and history of the parties to the deal. This process includes a review of the sponsor, the historical performance of similar deals (especially the default and recovery rates), an analysis of the collateral, underwriting criteria and geographic diversification of the pools.2 Additionally, the firm conducts or reviews stress tests that assess the effectiveness of credit enhancements in protecting the tranches we would consider purchasing. After a purchase is made, we monitor the issue to ensure its performance meets expectations, and we conduct monthly surveillance on all ABS owned in our clients’ portfolios. We focus on deals that offer the combination of features desired by our clients: high-quality credit profile, safety characteristics, and relative value to other sectors. Why Is PFMAM Recommending ABS Now? For decades, investors have considered ABS to be a secure and profitable addition to fixed-income portfolios. With the reduction in the supply of some high-quality sectors like agency debt, which have long been a mainstay of public sector portfolios, high-quality alternative investments like ABS are rising in popularity. At the same time, yield spreads in ABS may be attractive relative to federal agencies, corporates or other sectors, depending on market environments. Recently, some have expressed concern about an increased probability of a recession. Rising unemployment could lead to increased delinquencies or defaults on certain types of receivables, such as auto loans or credit cards. We do expect some normalization of losses from the extremely low levels we have seen recently. That said, credit enhancements discussed earlier should provide enough protection to avoid impairment on senior tranches of these securities. Adding ABS provides another investment option for high-quality portfolios, allowing PFMAM another opportunity to help enhance returns and diversify portfolios for our clients. For more information about this report, please contact your PFMAM representative or James Sims at simsj@pfmam.com. 2 Credit research is a shared service, consisting of resources from U.S. Bancorp Asset Management, as well as PFM Asset Management. Credit related activities include participation from Compliance, Legal, and Risk personnel. James Sims, CFA Senior Portfolio Manager simsj@pfmam.com Example Example Issuers/Sponsors Prime auto loans and leases Ford, Toyota, Honda, Nissan Credit card receivables American Express, CapitalOne, Chase, Citibank Equipment loans and leases John Deere, CNH, Kubota Item 1I-109 1PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Fixed-income investors continue to face challenging market conditions. It remains increasingly difficult to find attractive investment opportunities in bonds issued by U.S. federal agencies and government-sponsored enterprises (GSEs). A key contributing factor is lack of supply of federal agency/GSE debt, which has historically been a mainstay of most conservative portfolios. Investors may want to look beyond traditional U.S. government securities to examine the additional opportunity that supranational bonds (or supranationals) can offer. Investing in supranationals can provide a way to diversify a portfolio, maintain a high degree of liquidity, increase credit quality and modestly enhance portfolio returns. In this edition of PFMAM Perspectives, we will provide an overview of the supranational, sovereign, and non-U.S. federal agency (SSA) markets and focus on the characteristics of supranationals that may make them desirable for inclusion in high-quality fixed-income portfolios. An Overview of the SSA Market The SSA market is made up of: ►Supranational bonds, which are issued by multi-national organizations that transcend national boundaries. Examples include the International Bank for Reconstruction and Development (also known as the World Bank), African Development Bank and Asian Development Bank. ►Sovereign bonds, which are issued by a country’s national government. Examples include debt from Canada, the Netherlands and Sweden. ►Non-U.S. federal agency bonds, which are issued by a federal agency of a non-U.S. sovereign government and may be guaranteed by that government. Examples include KfW, the German government-owned development bank and CADES, the French government-owned social security finance federal agency. While issuers in the SSA market issue bonds payable in many currencies, we will only discuss investment characteristics and opportunities for debt payable in U.S. dollars. The SSA market is an important component of the overall U.S. dollar- denominated bond market. Exhibit 1 on the following page shows that securities in the SSA market now represent 5.9% of the broad ICE BofA U.S. Corporate, Government & Mortgage Index, markedly larger than the 0.19% represented by the traditional U.S. federal agency bond market.1 As shown in the middle bar chart, of that amount, supranational bonds represent approximately 20%. Supranational bonds are further broken down by individual issuer in the rightmost bar. For our purposes, we will focus specifically on supranationals and their role in fixed-income portfolios. 1 The ICE BofA U.S. Corporate, Government & Mortgage Index includes SSA and federal agency issues with a maturity of one year or longer, a minimum issue size of $250 million, and an average credit rating of at least Baa3 (as of 9/28/2022). Perspectives | December 2022 Supranationals: A World of Opportunity Item 1I-110 2PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. What are Supranationals? Supranational organizations are international financial institutions that are generally established by agreements among nations, with member nations contributing capital and participating in management. These agreements provide for limited immunity from the laws of member countries. Bonds issued by these institutions are part of the broader class of SSA sector bonds. Supranational bonds finance economic and infrastructure development and support environmental protection, poverty reduction, and renewable energy around the globe. For example, the World Bank (IBRD), International Finance Corporation (IFC), and African Development Bank (AfDB) have “green bond” programs specifically designed for energy resource conservation and management. Most supranationals have strong operating histories and benefit from their broad, diverse membership. Treasury 45.7% Corporate 24.5% Agency MBS& Covered Bonds 23.7% SSA, 5.9% U.S. Agency, 0.19% Foreign Sovereign 29.0% Foreign Agency 27.3% Supranational 20.0% U.S. Taxable Muni 9.6% Foreign Gov Guar. 8.7% Foreign Muni 5.3% IBRD 26.7% EIB 19.2% ASIA 17.8% IADB 15.8% Other 8.1% AIIB, 4.0% EBRD, 2.4%AfDB, 2.2%IFC, 2.1%ESM, 1.8% Exhibit 1: Composition of the BofA Merrill Lynch U.S. Corporate, Government & Mortgage Index Source: Bloomberg; as of 9/28/2022. IBRD: International Bank for Reconstruction and Development; ASIA: Asian Development Bank; IADB: Inter-American Development Bank; AIIB: Asian Infrastructure Investment Bank; EBRD: European Bank for Reconstruction & Development; AFDB: African Development Bank; IFC: International Finance Corporation; ESM: European Stability Mechanism. U.S. Corp, Govt & Mtge Index SSA Sector Supranationals Item 1I-111 3PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Since supranationals finance development loans with typical terms of five to 15 years, they tend to issue bonds with intermediate maturities, closely matching the needs of many short- and intermediate-term investors. This is also the maturity range preferred by global central banks and commercial banks which typically hold these issuances on their balance sheets. Exhibit 2 below displays the maturity distribution of outstanding supranational debt; as shown in the chart, roughly 77% of outstanding debt has a maturity of five years or less. Supranational debt is issued in a variety of currencies, including U.S. dollars and many other key currencies such as euros, British pounds, and Japanese yen. U.S. dollar-denominated securities are traded in U.S. markets by primary dealers and settle through the normal Federal Reserve settlement systems. Buyers of these securities include non-U.S. institutional investors, commercial banks, foreign central banks, sovereign wealth funds, and large U.S. institutional investors. A more detailed breakdown of buyers by investor type is shown in Exhibit 3. 0% 5% 10% 15% 20% 25% 30% 0-2 2-3 3-4 4-5 5-6 6-7 7-8 8-9 9-10 10-20 20-30 Maturity (Years) Exhibit 2: Maturity Distribution of Outstanding Supranational Debt Source: BofA Merrill Lynch Index . Banks 35% Asset Manager 34% Central Bank 21% Insurance/Pension Fund 6% Other 4% Exhibit 3: Supranational Investor Base by Investor Type, 2013 Year to Date Source: Barclays Research; as of February 2022. Item 1I-112 4PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Involvement of the United States Government in the Supranational Market Certain supranationals are considered to be “instrumentalities” of the United States, and as such, their securities are exempt from registration under securities laws because U.S. participation is authorized by an Act of Congress and U.S. officials control or participate in managing the organization. For example, the U.S. Secretary of Treasury sits on the Board of Governors at the World Bank and has veto power over each loan considered for approval. Because of the oversight by officials in the U.S. government, the objectives of these organizations are generally aligned with U.S. interests. Three supranationals are based in the U.S. and headquartered in Washington, D.C.: ►International Bank for Reconstruction and Development (IBRD or World Bank), which helps reduce poverty by promoting sustainable economic development through loans and related assistance for projects and programs in developing member countries; ►International Finance Corporation (IFC), which provides loans and makes equity investments in private entities in order to support economic growth and development; and ►Inter-American Development Bank (IADB), which provides long-term financing to governments and other public- sector entities, as well as some private-sector borrowers, in Latin America and the Caribbean. Exhibit 4: Largest AAA-Rated Supranationals Inter-American Development Bank International Finance Corporation African Development Bank Asian Development Bank International Bank for Reconstruction and Development European Investment Bank Item 1I-113 5PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Credit Quality of Supranationals Supranationals typically have excellent credit quality driven by: ►Multi-national ownership and commitment; ►A long and successful operating history; ►Significant capital from a diverse capital base, resulting in strong capital ratios; ►Conservative lending and risk management practices; and ►Strong supervision and management representative of multiple sovereign governments. The majority of the largest supranationals are rated AAA/Aaa by Standard & Poor’s and Moody’s Investors Service, respectively. As shown in Exhibit 5 below, 95% of U.S. dollar-denominated debt in the ICE BofA U.S. Corporate, Government & Mortgage Index carries an average rating of AAA. These supranationals maintained their AAA ratings even after Standard & Poor’s downgraded the U.S. government from AAA to AA+ in 2011. Using Supranationals in a Portfolio There are many reasons for investors to consider investments in supranational debt, but one of the biggest reasons is the continued decrease in the supply of federal agency bonds and notes. GSE supply continues to dwindle on account of the market and governance factors related to the conservatorship of the two largest issuers, Fannie Mae and Freddie Mac. Congress has yet to determine a clear path for restructuring the U.S. mortgage finance marketplace, but all signs point to eventually arriving at a much smaller role for Fannie Mae and Freddie Mac. In fact, the Federal Housing Finance Agency (FHFA) — the conservator for the GSEs — has stated that one of its main priorities continues to be the contraction of the GSEs’ balance sheets. While U.S. federal agency supply is widely expected to remain constrained, the market for supranationals and other SSA debt is forecasted to grow. The ICE BofA U.S. Corporate, Government & Mortgage Index now contains $383 billion in outstanding U.S. dollar-denominated debt of supranational institutions. Some issuers, like the World Bank, have short-term discount note programs as well. For investors whose portfolios contain a significant allocation to U.S. agencies or GSEs, adding supranationals could be a way to incorporate a new investment opportunity that offers comparable credit quality and liquidity. Moreover, investing in supranationals have the potential to provide a yield advantage over traditional GSEs, although this is generally modest when investing in the highest-rated issuers. Domestic investors may limit purchases to debt issued in U.S. dollars. For conservative investors, supranational debt offers an expanded opportunity set for stable investments that have weathered multiple economic and political crises. Exhibit 5: Credit Quality of U.S. Dollar-Denominated Supranationals in the ICE BofA U.S. Corporate, Government & Mortgage Index AAA 95.0% AA 3.5% A 0.5%BBB 1.0% Source: Barclays Research; as of February 2022. Item 1I-114 6PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. Investors may also hold supranationals because they can add diversification benefits to a fixed-income portfolio. Unlike U.S. agencies/GSEs, whose lending activity is concentrated within the U.S. housing sector, supranationals provide loans to a diverse group of borrowers and receive capital from a variety of sources across the globe. Likewise, the ownership of these organizations are spread among many different nations, which can provide stability throughout global market cycles. Supranationals achieve funding diversification through a large base of different global investors and through issuance in a variety of global markets. Finally, since most portfolio holdings of U.S. federal agency debt are concentrated in just a few of the largest GSE issuers, further benefits are gained through diversification by issuer. Furthermore, supranational organizations serve a higher purpose, helping to promote economic development for nations across the globe and supporting environmental protection and renewable energy. As mentioned earlier in the paper, the World Bank, IFC, and AfDB have “green bond” programs focusing on energy resource conservation and management. These objectives are similar to those of public and not-for-profit entities who may consider investing in supranational debt. Investment Policy Considerations Investing in supranationals should start with a review of the investment policy and any governing statutes. Some policies may permit specific supranationals, while others may permit investments in instrumentalities of the United States government. Certain supranationals are characterized as U.S. instrumentalities. Investing in SSAs, including sovereign bonds and non-U.S. agencies, generally requires broader authority such as the authority to invest in obligations of foreign governments and their agencies payable in U.S. dollars. Thus, in some cases, state statutes may need to be changed in order to permit investing in supranationals or other securities in the SSA sector. The recommended allocation for any specific portfolio would depend on a number of factors, including the portfolio’s investment objectives, risk constraints, range of permitted investments, and return targets. Investment Risks Similar to any investment opportunity, investors should be aware of potential risks associated with supranationals. Although the supply of USD supranationals has remained essentially consistent year over year, the market for these securities is not as large or well-developed as the U.S. Treasury or federal agency market, so liquidity, POTENTIAL BENEFITS OF INVESTING IN SUPRANATIONALS ►Introduces an additional asset class, and thus a broader opportunity set ►An alternative to the shrinking quantity of U.S. agencies ►Can enhance portfolio diversification by sector and issuer ►Adds an element of global exposure, but not currency risk for U.S. dollar-denominated issues ►Desirable characteristics that may include: • High ratings, with many of the largest issuers rated AAA • Active secondary markets with generally good liquidity • Availability in a wide range of maturities • Often a modest yield advantage over traditional U.S. agencies • Supporting a higher purpose—providing economic and humanitarian support around the globe • Environmentally-oriented “green bond” programs from certain issuers Item 1I-115 PFM Asset Management LLC (“PFMAM”) is an investment adviser registered with the U.S. Securities and Exchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc. (“USBAM”). USBAM is a subsidiary of U.S. Bank National Association (“U.S. Bank”). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE 7PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public. To learn more or discuss in greater detail, please contact your PFMAM representative. while strong, is somewhat less than that of Treasuries or agencies. Each organization also has credit risk to its lending counterparties and the projects being funded. However, in most cases, supranationals have the ability to access their member nations for additional capital contributions, which provides a backstop during distressed market environments. Lastly, like all rated debt securities, supranationals could be downgraded if their underlying finances weaken, or if the credit standing of member countries becomes impaired in some way. Key Takeaways We believe that supranational bonds should be considered for high-quality investment portfolios that have historically relied on a substantial allocation to federal agency debt. Supranationals may play a beneficial role in portfolios by broadening the opportunity set and enhancing diversification by sector and issuer, while maintaining a high degree of liquidity and credit quality. Investors should carefully review their investment policies for applicability and take the time to understand the potential benefits and risks of investing in supranationals. PFMAM can offer assistance to any institutional investor seeking to expand its investment universe into supranationals—a growing investment sector in a world of shrinking opportunities. Item 1I-116 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 E. Sample Client Reports Item 1I-117 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 i. Sample Monthly Statement Item 1I-118 XXXXXX ACCOUNT STATEMENT For the Month Ending June 30, 2022 Customer Service PO Box 11813 Harrisburg, PA 17108-1813 Contents Cover/Disclosures Summary Statement Individual Accounts XXXXXX 123 Sample Ave. Sample, CA 12345 Client Management Team Accounts included in Statement XXXXXXXX XXXXXX INVESTMENT PORTFOLIO https://www.pfmam.comOnline Access 1-717-232-2723Customer Service Sarah Meacham Managing Director 633 W 5th St., 25th Floor Los Angeles, CA 90071 213-415-1699 meachams@pfmam.com Richard Babbe, CCM Senior Managing Consultant 633 W 5th St., 25th Floor Los Angeles, CA 90071 949-230-6896 babber@pfmam.com Joseph Creason Portfolio Manager 213 Market Street Harrisburg, PA 17101-2141 717-231-6217 creasonj@pfmam.com Jeremy King Key Account Manager 213 Market Street Harrisburg, PA 17101-2141 717-232-2723 kingj@pfmam.com Account XXXXXXXX Page 1 Item 1I-119 For the Month Ending June 30, 2022 Account Statement Important Disclosures Important Disclosures 365 and dividing the result by 7. The yields quoted should not be considered a representation of the yield of the fund in the future, since the yield is not fixed. Average maturity represents the average maturity of all securities and investments of a portfolio, determined by multiplying the par or principal value of each security or investment by its maturity (days or years), summing the products, and dividing the sum by the total principal value of the portfolio. The stated maturity date of mortgage backed or callable securities are used in this statement. However the actual maturity of these securities could vary depending on the level or prepayments on the underlying mortgages or whether a callable security has or is still able to be called. Monthly distribution yield represents the net change in the value of one share (normally $1.00 per share) resulting from all dividends declared during the month by a fund expressed as a percentage of the value of one share at the beginning of the month. This resulting net change is then annualized by multiplying it by 365 and dividing it by the number of calendar days in the month. YTM at Cost The yield to maturity at cost is the expected rate of return, based on the original cost, the annual interest receipts, maturity value and the time period from purchase date to maturity, stated as a percentage, on an annualized basis. YTM at Market The yield to maturity at market is the rate of return, based on the current market value, the annual interest receipts, maturity value and the time period remaining until maturity, stated as a percentage, on an annualized basis. Managed Account A portfolio of investments managed discretely by PFMAM according to the client’s specific investment policy and requirements. The investments are directly owned by the client and held by the client’s custodian. Unsettled Trade A trade which has been executed however the final consummation of the security transaction and payment has not yet taken place. Please review the detail pages of this statement carefully. If you think your statement is wrong, missing account information, or if you need more information about a transaction, please contact PFMAM within 60 days of receipt. If you have other concerns or questions regarding your account, or to request an updated copy of PFMAM's current disclosure statement, please contact a member of your client management team at PFMAM Service Operations at the address below. PFM Asset Management LLC Attn: Service Operations 213 Market Street Harrisburg, PA 17101 NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE This statement is for general information purposes only and is not intended to provide specific advice or recommendations. PFM Asset Management LLC ("PFMAM") is an investment adviser registered with the U.S. Securities and Exchange Commission and a subsidiary of U.S. Bancorp Asset Management, Inc. ("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. PFMAM maintains a written disclosure statement of our background and business experience. If you would like to receive a copy of our current disclosure statement, please contact Service Operations at the address below. Proxy Voting PFMAM does not normally receive proxies to vote on behalf of its clients. However, it does on occasion receive consent requests. In the event a consent request is received the portfolio manager contacts the client and then proceeds according to their instructions. PFMAM’s Proxy Voting Policy is available upon request by contacting Service Operations at the address below. Questions About an Account PFMAM’s monthly statement is intended to detail our investment advisory activity as well as the activity of any accounts held by clients in pools that are managed by PFMAM. The custodian bank maintains the control of assets and executes (i.e., settles) all investment transactions. The custodian statement is the official record of security and cash holdings and transactions. PFMAM recognizes that clients may use these reports to facilitate record keeping and that the custodian bank statement and the PFMAM statement should be reconciled and differences resolved. Many custodians use a settlement date basis which may result in the need to reconcile due to a timing difference. Account Control PFMAM does not have the authority to withdraw funds from or deposit funds to the custodian outside the scope of services provided by PFMAM. Our clients retain responsibility for their internal accounting policies; implementing and enforcing internal controls and generating ledger entries or otherwise recording transactions. Market Value Generally, PFMAM’s market prices are derived from closing bid prices as of the last business day of the month as supplied by Refinitiv or Bloomberg. For certain short-term investments or where prices are not available from generally recognized sources the securities are priced using a yield-based matrix system to arrive at an estimated market value. Prices that fall between data points are interpolated. Non-negotiable FDIC-insured bank certificates of deposit are priced at par. Although PFMAM believes the prices to be reliable, the values of the securities may not represent the prices at which the securities could have been bought or sold. Explanation of the valuation methods for a registered investment company or local government investment program is contained in the appropriate fund offering documentation or information statement. Amortized Cost The original cost of the principal of the security is adjusted for the amount of the periodic reduction of any discount or premium from the purchase date until the date of the report. Discount or premium with respect to short term securities (those with less than one year to maturity at time of issuance) is amortized on a straightline basis. Such discount or premium with respect to longer term securities is amortized using the constant yield basis. Tax Reporting Cost data and realized gains / losses are provided for informational purposes only. Please review for accuracy and consult your tax advisor to determine the tax consequences of your security transactions. PFMAM does not report such information to the IRS or other taxing authorities and is not responsible for the accuracy of such information that may be required to be reported to federal, state or other taxing authorities. Financial Situation In order to better serve you, PFMAM should be promptly notified of any material change in your investment objective or financial situation. Callable Securities Securities subject to redemption prior to maturity may be redeemed in whole or in part before maturity, which could affect the yield represented. Portfolio The securities in this portfolio, including shares of mutual funds, are not guaranteed or otherwise protected by PFMAM, the FDIC (except for certain non-negotiable certificates of deposit) or any government agency. Investment in securities involves risks, including the possible loss of the amount invested. Actual settlement values, accrued interest, and amortized cost amounts may vary for securities subject to an adjustable interest rate or subject to principal paydowns. Any changes to the values shown may be reflected within the next monthly statement’s beginning values. Rating Information provided for ratings is based upon a good faith inquiry of selected sources, but its accuracy and completeness cannot be guaranteed. Shares of some local government investment programs and TERM funds are marketed through representatives of PFMAM's affiliate, PFM Fund Distributors, Inc. which is registered with the SEC as a broker/dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Municipal Securities Rulemaking Board (“MSRB”). You may reach the FINRA by calling the FINRA Hotline at 1-800-289-9999 or at the FINRA website address https://www.finra.org/investors/investor-contacts. A brochure describing the FINRA Regulation Public Disclosure Program is also available from FINRA upon request. Key Terms and Definitions Dividends on local government investment program funds consist of interest earned, plus any discount ratably amortized to the date of maturity, plus all realized gains and losses on the sale of securities prior to maturity, less ratable amortization of any premium and all accrued expenses to the fund. Dividends are accrued daily and may be paid either monthly or quarterly. The monthly earnings on this statement represent the estimated dividend accrued for the month for any program that distributes earnings on a quarterly basis. There is no guarantee that the estimated amount will be paid on the actual distribution date. Current Yield is the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical fund account with a balance of one share over the seven-day base period including the statement date, expressed as a percentage of the value of one share (normally $1.00 per share) at the beginning of the seven-day period. This resulting net change in account value is then annualized by multiplying it by Account XXXXXXXX Page 2 Item 1I-120 For the Month Ending June 30, 2022 Account Statement Consolidated Summary Statement XXXXXX Investment Allocation Investment Type Closing Market Value Percent 6,581,570.67 2.21 Asset-Backed Security 57,755,454.03 19.40 Federal Agency Bond / Note 47,547,726.34 15.97 Corporate Note 4,197,710.69 1.41 Certificate of Deposit 8,886,767.55 2.99 Municipal Bond / Note 3,379,726.35 1.14 Supra-National Agency Bond / Note 103,830,916.85 34.88 U.S. Treasury Bond / Note 58,269,761.16 19.58 CAMP Pool 27,526.88 0.01 Local Agency Investment Fund 7,167,027.24 2.41 San Diego Co. Investment Pool $297,644,187.76 Total 100.00% Portfolio Summary and Income Closing Market ValuePortfolio Holdings Cash Dividends PFMAM Managed Account 298,537.30 232,179,872.48 CAMP Pool 0.00 58,269,761.16 Local Agency Investment Fund 0.00 27,526.88 San Diego Co. Investment Pool 0.00 7,167,027.24 $298,537.30 $297,644,187.76 Total Maturity Distribution (Fixed Income Holdings) Portfolio Holdings Closing Market Value Percent 65,464,315.28 0.00 0.00 1,996,840.00 27,015,396.03 43,946,012.06 73,606,504.54 79,753,714.07 5,861,405.78 0.00 22.00 0.00 0.00 0.67 9.08 14.76 24.73 26.79 1.97 0.00 Under 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 days to 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total $297,644,187.76 707 100.00% Weighted Average Days to Maturity Sector Allocation 2.21% ABS 19.40% Fed Agy Bond / Note 15.97% Corporate Note 1.41% Cert of Deposit 2.99% Muni Bond / Note 1.14% Supra-National Agency Bond / Note 34.88% US TSY Bond / Note 19.58% CAMP Pool 0.01% Local Agency Investment Fund 2.41% San Diego Co. Investment Pool Account XXXXXXXX Page 3 Item 1I-121 For the Month Ending June 30, 2022Managed Account Summary Statement XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Total Cash Basis Earnings Plus Net Realized Gains/Losses Less Purchased Interest Related to Interest/Coupons Interest/Dividends/Coupons Received Earnings Reconciliation (Cash Basis) - Managed Account Less Beginning Accrued Interest Less Beginning Amortized Value of Securities Less Cost of New Purchases Plus Coupons/Dividends Received Plus Proceeds of Maturities/Calls/Principal Payments Plus Proceeds from Sales Ending Accrued Interest Ending Amortized Value of Securities Earnings Reconciliation (Accrual Basis) $233,585,923.15 (334,669.57) (4,405,469.53) 5,069,403.32 0.00 (1,735,314.89) $232,179,872.48 164,864.71 (679.30) 134,351.89 $298,537.30 Total 242,756,921.50 806,198.35 4,424,874.23 334,669.57 145,460.01 (5,070,082.62) (242,433,081.13) (707,966.15) Total Accrual Basis Earnings $256,993.76 Closing Market Value Change in Current Value Unsettled Trades Principal Acquisitions Principal Dispositions Maturities/Calls Opening Market Value Transaction Summary - Managed Account _________________ _________________ _______________________________________________ _______________________________________________Reconciling Transactions Net Cash Contribution Security Purchases Principal Payments Coupon/Interest/Dividend Income Sale Proceeds Maturities/Calls Cash Transactions Summary - Managed Account 0.00 4,424,874.23 145,460.01 334,669.57 (5,070,082.62) 0.00 0.00 Cash Balance $528,708.62 Closing Cash Balance Account XXXXXXXX Page 4 Item 1I-122 For the Month Ending June 30, 2022Portfolio Summary and Statistics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Account Summary Percent Par Value Market ValueDescription U.S. Treasury Bond / Note 109,900,000.00 103,830,916.85 44.71 Supra-National Agency Bond / Note 3,575,000.00 3,379,726.35 1.46 Municipal Bond / Note 9,255,000.00 8,886,767.55 3.83 Federal Agency Bond / Note 60,550,000.00 57,755,454.03 24.88 Corporate Note 49,245,000.00 47,547,726.34 20.48 Certificate of Deposit 4,270,000.00 4,197,710.69 1.81 Asset-Backed Security 6,759,540.33 6,581,570.67 2.83 Managed Account Sub-Total 243,554,540.33 232,179,872.48 100.00% Accrued Interest 806,198.35 Total Portfolio 243,554,540.33 232,986,070.83 Unsettled Trades 0.00 0.00 Sector Allocation 2.83% ABS 1.81% Cert of Deposit 20.48% Corporate Note 24.88% Fed Agy Bond / Note 3.83% Muni Bond / Note 1.46% Supra-National Agency Bond / Note 44.71% US TSY Bond / Note 0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years 0.86% 11.64% 18.93% 31.70% 34.35% 2.52% 0.00% Maturity Distribution Characteristics Yield to Maturity at Cost Yield to Maturity at Market Weighted Average Days to Maturity 906 1.32% 3.07% Account XXXXXXXX Page 5 Item 1I-123 For the Month Ending June 30, 2022Managed Account Issuer Summary XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Credit Quality (S&P Ratings) 2.82% A 7.91% A+ 3.87% A- 1.81% A-1 4.33% AA 70.56% AA+ 1.87% AA- 5.09% AAA 1.19% BBB+ 0.55% NR Issuer Summary Percentof HoldingsIssuer Market Value 2,438,997.50 1.05 3M COMPANY 272,573.40 0.12 ADOBE INC 3,303,408.75 1.42 AMAZON.COM INC 1,384,125.09 0.60 APPLE INC 3,480,105.19 1.50 BANK OF AMERICA CO 2,364,117.72 1.02 BARCLAYS PLC 715,788.19 0.31 BRISTOL-MYERS SQUIBB CO 567,150.00 0.24 CALIFORNIA STATE UNIVERSITY 1,610,362.87 0.69 CARMAX AUTO OWNER TRUST 1,142,620.28 0.49 CITIGROUP INC 1,833,592.97 0.79 CREDIT SUISSE GROUP RK 1,775,471.25 0.76 DEERE & COMPANY 636,960.35 0.27 DISCOVER FINANCIAL SERVICES 30,604,371.45 13.18 FANNIE MAE 8,685,635.87 3.74 FEDERAL HOME LOAN BANKS 1,705,886.00 0.73 FLORIDA STATE BOARD OF ADMIN FIN CORP 18,465,446.71 7.95 FREDDIE MAC 1,614,515.09 0.70 GOLDMAN SACHS GROUP INC 1,612,313.47 0.69 HONDA AUTO RECEIVABLES 885,164.93 0.38 HYUNDAI AUTO RECEIVABLES 3,379,726.35 1.46 INTER-AMERICAN DEVELOPMENT BANK 2,632,520.54 1.13 JP MORGAN CHASE & CO 865,623.00 0.37 LOS ANGELES COMMUNITY COLLEGE DISTRICT 1,846,247.67 0.80 MASTERCARD INC 1,849,994.21 0.80 MICROSOFT CORP 1,170,177.60 0.50 MORGAN STANLEY 461,120.55 0.20 NEW JERSEY TURNPIKE AUTHORITY 1,793,833.20 0.77 PACCAR FINANCIAL CORP 3,411,136.03 1.47 PFIZER INC 692,034.00 0.30 SAN DIEGO COMMUNITY COLLEGE DISTRICT 3,308,431.00 1.42 STATE OF CALIFORNIA 598,878.00 0.26 STATE OF MARYLAND Account XXXXXXXX Page 6 Item 1I-124 For the Month Ending June 30, 2022Managed Account Issuer Summary XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Percentof HoldingsIssuer Market Value 340,992.06 0.15 STATE STREET CORPORATION 1,666,578.60 0.72 TARGET CORP 1,731,028.11 0.75 TEXAS INSTRUMENTS INC 2,753,883.72 1.19 THE BANK OF NEW YORK MELLON CORPORATION 3,586,017.67 1.54 TOYOTA MOTOR CORP 1,708,472.40 0.74 TRUIST FIN CORP 103,830,916.85 44.72 UNITED STATES TREASURY 687,645.00 0.30 UNIVERSITY OF CALIFORNIA 4,408,355.60 1.90 US BANCORP 4,357,653.24 1.88 WAL-MART STORES INC $232,179,872.48 Total 100.00% Account XXXXXXXX Page 7 Item 1I-125 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par U.S. Treasury Bond / Note US TREASURY NOTES DTD 05/31/2018 2.750% 05/31/2023 4,723,348.67 4,775,339.22 11,017.28 4,902,940.63 12/04/1912/02/19AaaAA+ 4,730,000.00 9128284S6 1.67 US TREASURY NOTES DTD 10/01/2018 2.875% 09/30/2023 2,736,575.00 2,760,388.95 19,801.37 2,812,032.03 05/03/1905/01/19AaaAA+ 2,740,000.00 9128285D8 2.25 US TREASURY NOTES DTD 11/15/2020 0.250% 11/15/2023 1,550,882.73 1,609,966.41 514.06 1,609,937.11 04/19/2104/16/21AaaAA+ 1,610,000.00 91282CAW1 0.25 US TREASURY NOTES DTD 11/15/2013 2.750% 11/15/2023 5,930,476.86 5,967,641.00 20,897.76 6,010,197.27 03/08/1903/06/19AaaAA+ 5,950,000.00 912828WE6 2.52 US TREASURY NOTES DTD 11/30/2016 2.125% 11/30/2023 5,559,081.75 5,595,868.88 10,124.23 5,524,365.23 01/09/1901/07/19AaaAA+ 5,625,000.00 912828U57 2.52 US TREASURY NOTES DTD 12/31/2018 2.625% 12/31/2023 268,565.63 270,244.71 19.26 270,801.56 01/31/1901/30/19AaaAA+ 270,000.00 9128285U0 2.56 US TREASURY NOTES DTD 01/15/2021 0.125% 01/15/2024 1,086,407.81 1,131,760.77 654.51 1,129,724.02 07/12/2107/12/21AaaAA+ 1,135,000.00 91282CBE0 0.31 US TREASURY NOTES DTD 05/01/2017 2.000% 04/30/2024 1,375,281.32 1,402,369.61 4,717.39 1,406,343.75 06/05/1906/03/19AaaAA+ 1,400,000.00 912828X70 1.90 US TREASURY NOTES DTD 06/30/2017 2.000% 06/30/2024 1,633,260.94 1,671,871.89 90.49 1,682,170.31 07/03/1907/01/19AaaAA+ 1,665,000.00 912828XX3 1.78 US TREASURY NOTES DTD 07/31/2017 2.125% 07/31/2024 4,617,015.86 4,727,253.97 41,660.57 4,765,359.38 08/02/1908/01/19AaaAA+ 4,700,000.00 9128282N9 1.83 US TREASURY NOTES DTD 08/31/2017 1.875% 08/31/2024 4,412,650.00 4,564,619.20 28,326.77 4,622,759.38 09/03/1909/03/19AaaAA+ 4,520,000.00 9128282U3 1.40 US TREASURY NOTES DTD 10/02/2017 2.125% 09/30/2024 3,959,343.75 4,089,339.04 21,553.07 4,155,577.15 10/03/1910/01/19AaaAA+ 4,035,000.00 9128282Y5 1.50 US TREASURY NOTES DTD 10/31/2017 2.250% 10/31/2024 1,710,093.75 1,766,633.94 6,595.92 1,796,889.84 11/05/1911/01/19AaaAA+ 1,740,000.00 9128283D0 1.57 US TREASURY NOTES DTD 11/30/2017 2.125% 11/30/2024 1,512,651.56 1,562,664.19 2,780.79 1,580,788.48 01/07/2001/03/20AaaAA+ 1,545,000.00 9128283J7 1.63 Account XXXXXXXX Page 8 Item 1I-126 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par U.S. Treasury Bond / Note US TREASURY NOTES DTD 01/31/2020 1.375% 01/31/2025 4,171,241.97 4,462,403.32 24,949.41 4,526,039.06 01/12/2101/11/21AaaAA+ 4,350,000.00 912828Z52 0.37 US TREASURY NOTES DTD 08/31/2020 0.250% 08/31/2025 6,142,795.65 6,651,633.57 5,606.86 6,635,036.72 08/06/2108/02/21AaaAA+ 6,710,000.00 91282CAJ0 0.53 US TREASURY NOTES DTD 09/30/2020 0.250% 09/30/2025 2,945,331.87 3,181,612.89 2,026.64 3,170,830.08 09/09/2109/07/21AaaAA+ 3,225,000.00 91282CAM3 0.67 US TREASURY NOTES DTD 10/31/2020 0.250% 10/31/2025 2,186,625.12 2,358,351.53 1,010.87 2,349,187.50 10/06/2110/04/21AaaAA+ 2,400,000.00 91282CAT8 0.78 US TREASURY NOTES DTD 11/30/2020 0.375% 11/30/2025 4,265,023.20 4,570,397.66 1,483.30 4,551,243.36 11/03/2111/02/21AaaAA+ 4,670,000.00 91282CAZ4 1.01 US TREASURY NOTES DTD 12/31/2020 0.375% 12/31/2025 842,761.76 913,793.34 9.43 910,113.28 05/07/2105/06/21AaaAA+ 925,000.00 91282CBC4 0.73 US TREASURY NOTES DTD 12/31/2020 0.375% 12/31/2025 5,170,457.32 5,646,068.54 57.83 5,633,989.26 01/13/2101/12/21AaaAA+ 5,675,000.00 91282CBC4 0.52 US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 409,078.13 442,972.43 703.90 440,789.06 05/20/2105/19/21AaaAA+ 450,000.00 91282CBH3 0.82 US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 1,999,937.50 2,009,078.03 3,441.30 2,000,625.00 05/04/2205/03/22AaaAA+ 2,200,000.00 91282CBH3 2.95 US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 2,545,375.00 2,757,762.51 4,379.83 2,746,187.50 07/07/2107/02/21AaaAA+ 2,800,000.00 91282CBH3 0.80 US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 2,936,271.88 3,181,332.71 5,052.45 3,163,128.91 02/26/2102/26/21AaaAA+ 3,230,000.00 91282CBH3 0.80 US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3,763,518.75 3,933,448.40 6,475.90 3,913,108.59 02/22/2202/18/22AaaAA+ 4,140,000.00 91282CBH3 1.82 US TREASURY NOTES DTD 01/31/2019 2.625% 01/31/2026 4,336,062.72 4,738,228.68 48,178.18 4,870,421.88 02/04/2102/04/21AaaAA+ 4,400,000.00 9128286A3 0.46 US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 5,318,015.62 5,667,082.93 9,150.73 5,642,507.81 01/06/2201/04/22AaaAA+ 5,850,000.00 91282CBH3 1.27 Account XXXXXXXX Page 9 Item 1I-127 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par U.S. Treasury Bond / Note US TREASURY NOTES DTD 02/28/2021 0.500% 02/28/2026 273,375.00 296,159.90 501.36 294,785.16 03/09/2103/08/21AaaAA+ 300,000.00 91282CBQ3 0.86 US TREASURY NOTES DTD 02/28/2021 0.500% 02/28/2026 4,747,612.50 5,088,309.78 8,706.93 5,069,574.22 12/07/2112/03/21AaaAA+ 5,210,000.00 91282CBQ3 1.15 US TREASURY N/B NOTES DTD 04/30/2021 0.750% 04/30/2026 687,421.88 748,906.42 947.69 748,593.75 05/27/2105/25/21AaaAA+ 750,000.00 91282CBW0 0.79 US TREASURY N/B NOTES DTD 05/31/2021 0.750% 05/31/2026 3,110,468.92 3,394,162.66 2,159.84 3,392,562.50 06/04/2106/02/21AaaAA+ 3,400,000.00 91282CCF6 0.79 US TREASURY N/B NOTES DTD 05/31/2021 0.750% 05/31/2026 5,054,512.00 5,077,231.44 3,509.73 5,069,403.32 06/06/2206/03/22AaaAA+ 5,525,000.00 91282CCF6 2.96 US TREASURY N/B NOTES DTD 09/30/2021 0.875% 09/30/2026 1,849,394.43 1,884,632.22 4,453.89 1,876,763.67 04/05/2204/04/22AaaAA+ 2,025,000.00 91282CCZ2 2.61 301,559.54 103,830,916.85 108,899,530.74 1.41 109,274,776.77 109,900,000.00 Security Type Sub-Total Supra-National Agency Bond / Note INTER-AMERICAN DEVEL BK NOTES DTD 09/23/2021 0.500% 09/23/2024 3,379,726.35 3,573,032.77 4,865.97 3,572,354.50 09/23/2109/15/21AaaAAA 3,575,000.00 4581X0DZ8 0.52 4,865.97 3,379,726.35 3,573,032.77 0.52 3,572,354.50 3,575,000.00 Security Type Sub-Total Municipal Bond / Note CA ST TXBL GO BONDS DTD 10/26/2017 2.500% 10/01/2022 1,996,840.00 2,001,423.16 12,500.00 2,027,860.00 10/26/1710/18/17Aa2AA- 2,000,000.00 13063DDF2 2.20 SAN DIEGO CCD, CA TXBL GO BONDS DTD 10/16/2019 1.996% 08/01/2023 692,034.00 700,000.00 5,821.67 700,000.00 10/16/1909/18/19AaaAAA 700,000.00 797272QN4 2.00 CA ST TXBL GO BONDS DTD 10/24/2019 2.400% 10/01/2023 1,311,591.00 1,333,425.98 7,950.00 1,351,513.25 10/24/1910/16/19Aa2AA- 1,325,000.00 13063DRJ9 1.87 MD ST TXBL GO BONDS DTD 08/05/2020 0.510% 08/01/2024 598,878.00 629,907.74 1,338.75 629,823.60 08/05/2007/23/20AaaAAA 630,000.00 574193TQ1 0.52 Account XXXXXXXX Page 10 Item 1I-128 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Municipal Bond / Note CA ST UNIV TXBL REV BONDS DTD 09/17/2020 0.685% 11/01/2024 567,150.00 600,000.00 685.00 600,000.00 09/17/2008/27/20Aa2AA- 600,000.00 13077DMK5 0.69 UNIV OF CAL TXBL REV BONDS DTD 07/16/2020 0.883% 05/15/2025 209,081.25 225,478.65 253.86 225,814.50 07/16/2007/14/20Aa2AA 225,000.00 91412HGE7 0.81 UNIV OF CAL TXBL REV BONDS DTD 07/16/2020 0.883% 05/15/2025 478,563.75 515,000.00 581.07 515,000.00 07/16/2007/10/20Aa2AA 515,000.00 91412HGE7 0.88 FL ST BOARD OF ADMIN TXBL REV BONDS DTD 09/16/2020 1.258% 07/01/2025 478,023.00 512,259.49 3,207.90 513,605.70 09/16/2009/03/20Aa3AA 510,000.00 341271AD6 1.11 FL ST BOARD OF ADMIN TXBL REV BONDS DTD 09/16/2020 1.258% 07/01/2025 1,227,863.00 1,310,000.00 8,239.90 1,310,000.00 09/16/2009/03/20Aa3AA 1,310,000.00 341271AD6 1.26 LOS ANGELES CCD, CA TXBL GO BONDS DTD 11/10/2020 0.773% 08/01/2025 865,623.00 935,000.00 3,011.48 935,000.00 11/10/2010/30/20AaaAA+ 935,000.00 54438CYK2 0.77 NJ TURNPIKE AUTHORITY TXBL REV BONDS DTD 02/04/2021 1.047% 01/01/2026 461,120.55 505,000.00 2,643.68 505,000.00 02/04/2101/22/21A1AA- 505,000.00 646140DP5 1.05 46,233.31 8,886,767.55 9,267,495.02 1.43 9,313,617.05 9,255,000.00 Security Type Sub-Total Federal Agency Bond / Note FREDDIE MAC NOTES DTD 05/07/2020 0.375% 05/05/2023 1,342,806.87 1,372,059.37 799.17 1,376,713.00 08/04/2008/03/20AaaAA+ 1,370,000.00 3137EAER6 0.20 FREDDIE MAC NOTES DTD 05/07/2020 0.375% 05/05/2023 2,009,309.55 2,051,131.31 1,195.83 2,053,915.50 06/03/2006/02/20AaaAA+ 2,050,000.00 3137EAER6 0.31 FANNIE MAE NOTES DTD 05/22/2020 0.250% 05/22/2023 3,612,302.21 3,691,698.96 1,000.73 3,683,878.05 05/22/2005/20/20AaaAA+ 3,695,000.00 3135G04Q3 0.35 FEDERAL HOME LOAN BANKS NOTES DTD 05/09/2013 2.125% 06/09/2023 4,419,918.00 4,459,149.55 5,778.82 4,488,092.00 07/12/1907/11/19AaaAA+ 4,450,000.00 3133834G3 1.90 FREDDIE MAC NOTES DTD 06/26/2020 0.250% 06/26/2023 3,259,468.35 3,341,788.80 116.15 3,335,232.60 06/26/2006/24/20AaaAA+ 3,345,000.00 3137EAES4 0.35 FANNIE MAE NOTES DTD 07/10/2020 0.250% 07/10/2023 3,333,059.30 3,422,484.89 4,067.19 3,417,636.25 07/10/2007/08/20AaaAA+ 3,425,000.00 3135G05G4 0.32 Account XXXXXXXX Page 11 Item 1I-129 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Federal Agency Bond / Note FREDDIE MAC NOTES DTD 08/21/2020 0.250% 08/24/2023 2,157,533.55 2,224,133.95 1,962.33 2,222,730.50 08/21/2008/19/20AaaAA+ 2,225,000.00 3137EAEV7 0.28 FANNIE MAE NOTES DTD 09/14/2018 2.875% 09/12/2023 3,931,108.29 3,930,777.50 34,253.63 3,918,158.20 11/30/1811/29/18AaaAA+ 3,935,000.00 3135G0U43 2.97 FEDERAL HOME LOAN BANKS NOTES DTD 12/09/2013 3.375% 12/08/2023 2,035,072.35 2,042,683.09 4,366.41 2,084,684.63 01/31/1901/30/19AaaAA+ 2,025,000.00 3130A0F70 2.72 FREDDIE MAC NOTES DTD 02/14/2020 1.500% 02/12/2025 4,470,531.66 4,653,120.43 26,960.21 4,651,415.65 02/14/2002/13/20AaaAA+ 4,655,000.00 3137EAEP0 1.52 FEDERAL HOME LOAN BANK NOTES DTD 04/16/2020 0.500% 04/14/2025 2,230,645.52 2,388,370.05 2,561.32 2,383,120.80 04/16/2004/15/20AaaAA+ 2,395,000.00 3130AJHU6 0.60 FANNIE MAE NOTES DTD 04/24/2020 0.625% 04/22/2025 2,981,458.98 3,191,297.79 3,827.34 3,188,418.30 04/24/2004/22/20AaaAA+ 3,195,000.00 3135G03U5 0.67 FANNIE MAE NOTES DTD 04/24/2020 0.625% 04/22/2025 3,690,663.62 3,966,658.86 4,737.76 3,975,249.60 06/05/2006/03/20AaaAA+ 3,955,000.00 3135G03U5 0.52 FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 2,148,134.40 2,326,860.74 451.11 2,330,880.80 10/05/2010/01/20AaaAA+ 2,320,000.00 3135G04Z3 0.40 FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 2,333,318.40 2,522,383.60 490.00 2,523,729.60 10/28/2010/26/20AaaAA+ 2,520,000.00 3135G04Z3 0.47 FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 3,435,163.20 3,705,444.39 721.39 3,702,320.30 06/19/2006/17/20AaaAA+ 3,710,000.00 3135G04Z3 0.54 FREDDIE MAC NOTES DTD 07/23/2020 0.375% 07/21/2025 2,068,599.13 2,238,159.54 3,741.67 2,233,819.90 07/23/2007/21/20AaaAA+ 2,245,000.00 3137EAEU9 0.48 FANNIE MAE NOTES DTD 08/27/2020 0.375% 08/25/2025 505,511.05 548,890.20 721.88 548,289.50 10/16/2010/15/20AaaAA+ 550,000.00 3135G05X7 0.44 FANNIE MAE NOTES DTD 08/27/2020 0.375% 08/25/2025 2,196,675.29 2,382,941.80 3,136.87 2,378,814.80 08/27/2008/25/20AaaAA+ 2,390,000.00 3135G05X7 0.47 FREDDIE MAC NOTES DTD 09/25/2020 0.375% 09/23/2025 3,157,197.60 3,433,301.43 3,511.67 3,429,645.60 09/25/2009/23/20AaaAA+ 3,440,000.00 3137EAEX3 0.44 Account XXXXXXXX Page 12 Item 1I-130 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Federal Agency Bond / Note FANNIE MAE NOTES DTD 11/12/2020 0.500% 11/07/2025 376,331.62 409,894.50 307.50 409,844.20 11/24/2011/19/20AaaAA+ 410,000.00 3135G06G3 0.51 FANNIE MAE NOTES DTD 11/12/2020 0.500% 11/07/2025 2,060,645.09 2,239,593.38 1,683.75 2,236,962.90 11/12/2011/09/20AaaAA+ 2,245,000.00 3135G06G3 0.57 106,392.73 57,755,454.03 60,542,824.13 0.89 60,573,552.68 60,550,000.00 Security Type Sub-Total Corporate Note ADOBE INC CORP NOTE DTD 02/03/2020 1.700% 02/01/2023 272,573.40 274,925.96 1,947.92 274,623.25 02/03/2001/22/20A2A+ 275,000.00 00724PAA7 1.75 PACCAR FINANCIAL CORP CORPORATE NOTES DTD 04/07/2020 2.650% 04/06/2023 1,793,833.20 1,819,494.41 11,262.50 1,874,484.00 05/05/2005/01/20A1A+ 1,800,000.00 69371RQ74 1.20 APPLE INC CORPORATE NOTES DTD 05/11/2020 0.750% 05/11/2023 1,384,125.09 1,408,900.23 1,468.75 1,406,164.80 05/11/2005/04/20AaaAA+ 1,410,000.00 037833DV9 0.84 US BANK NA CINCINNATI CORP NOTES (CALLAB DTD 02/04/2019 3.375% 02/05/2024 4,408,355.60 4,470,485.08 60,225.00 4,607,504.00 07/22/1907/18/19A2A+ 4,400,000.00 91159HHV5 2.27 PFIZER INC CORP NOTES DTD 03/11/2019 2.950% 03/15/2024 1,544,176.65 1,563,644.17 13,463.47 1,589,416.50 06/05/1906/03/19A2A+ 1,550,000.00 717081ES8 2.38 PFIZER INC CORP NOTES DTD 03/11/2019 2.950% 03/15/2024 1,866,959.38 1,881,575.47 16,277.77 1,896,675.40 04/04/1904/02/19A2A+ 1,874,000.00 717081ES8 2.69 MORGAN STANLEY CORP NOTES (CALLABLE) DTD 04/22/2021 0.731% 04/05/2024 292,544.40 300,000.00 523.88 300,000.00 04/22/2104/19/21A1A- 300,000.00 61772BAA1 0.73 MORGAN STANLEY CORP NOTES (CALLABLE) DTD 04/22/2021 0.731% 04/05/2024 877,633.20 900,442.15 1,571.65 901,134.00 04/22/2104/20/21A1A- 900,000.00 61772BAA1 0.69 AMAZON.COM INC CORPORATE NOTES DTD 05/12/2021 0.450% 05/12/2024 988,690.56 1,039,056.54 637.00 1,038,481.60 05/12/2105/10/21A1AA 1,040,000.00 023135BW5 0.50 Account XXXXXXXX Page 13 Item 1I-131 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Corporate Note WALMART INC CORPORATE NOTES DTD 04/23/2019 2.850% 07/08/2024 4,357,653.24 4,407,672.67 59,987.75 4,511,925.60 07/12/1907/10/19Aa2AA 4,380,000.00 931142EL3 2.21 JPMORGAN CHASE & CO CORPORATE NOTES (CAL DTD 09/16/2020 0.653% 09/16/2024 1,369,446.38 1,425,000.00 2,714.03 1,425,000.00 09/16/2009/09/20A2A- 1,425,000.00 46647PBS4 0.65 BANK OF AMERICA CORP (CALLABLE) CORPORAT DTD 10/21/2020 0.810% 10/24/2024 1,764,387.55 1,850,000.00 2,788.88 1,850,000.00 10/21/2010/16/20A2A- 1,850,000.00 06051GJH3 0.81 JOHN DEERE CAPITAL CORP CORPORATE NOTES DTD 01/10/2022 1.250% 01/10/2025 1,775,471.25 1,832,882.04 11,132.81 1,827,731.25 03/10/2203/08/22A2A 1,875,000.00 24422EVY2 2.17 MICROSOFT CORP (CALLABLE) NOTES DTD 02/12/2015 2.700% 02/12/2025 1,849,994.21 1,947,122.33 19,442.63 1,991,838.65 03/17/2103/15/21AaaAAA 1,865,000.00 594918BB9 0.92 TOYOTA MOTOR CREDIT CORP CORP NOTES DTD 02/13/2020 1.800% 02/13/2025 738,783.48 779,207.50 5,347.50 782,571.75 05/26/2005/20/20A1A+ 775,000.00 89236TGT6 1.58 TOYOTA MOTOR CREDIT CORP CORP NOTES DTD 02/13/2020 1.800% 02/13/2025 1,010,465.14 1,065,754.78 7,314.00 1,070,356.20 05/26/2005/20/20A1A+ 1,060,000.00 89236TGT6 1.58 MASTERCARD INC CORPORATE NOTES DTD 12/03/2019 2.000% 03/03/2025 1,846,247.67 1,968,733.29 12,553.89 1,994,664.00 03/17/2103/15/21A1A+ 1,915,000.00 57636QAN4 0.93 TEXAS INSTRUMENTS INC CORP NOTES DTD 03/12/2020 1.375% 03/12/2025 1,731,028.11 1,841,779.64 7,618.65 1,851,191.40 05/05/2005/01/20Aa3A+ 1,830,000.00 882508BH6 1.13 AMAZON.COM INC CORPORATE NOTES DTD 04/13/2022 3.000% 04/13/2025 2,314,718.19 2,331,554.96 15,177.50 2,331,287.35 04/13/2204/11/22A1AA 2,335,000.00 023135CE4 3.06 3M COMPANY (CALLABLE) CORPORATE NOTES DTD 03/27/2020 2.650% 04/15/2025 2,438,997.50 2,455,665.06 13,986.11 2,452,750.00 04/25/2204/21/22A1A+ 2,500,000.00 88579YBM2 3.32 CITIGROUP INC CORPORATE NOTES DTD 05/04/2021 0.981% 05/01/2025 552,578.66 590,000.00 964.65 590,000.00 05/04/2104/27/21A3BBB+ 590,000.00 172967MX6 0.98 Account XXXXXXXX Page 14 Item 1I-132 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Corporate Note CITIGROUP INC CORPORATE NOTES DTD 05/04/2021 0.981% 05/01/2025 590,041.62 631,185.14 1,030.05 631,669.50 05/04/2104/28/21A3BBB+ 630,000.00 172967MX6 0.91 GOLDMAN SACHS GROUP INC CORPORATE NOTES DTD 05/22/2015 3.750% 05/22/2025 1,614,515.09 1,761,375.75 6,642.19 1,826,589.30 02/17/2102/12/21A2BBB+ 1,635,000.00 38148LAE6 0.94 JPMORGAN CHASE & CO CORPORATE NOTES DTD 08/10/2021 0.768% 08/09/2025 1,263,074.16 1,360,000.00 4,119.89 1,360,000.00 08/10/2108/03/21A2A- 1,360,000.00 46647PCM6 0.77 BRISTOL-MYERS SQUIBB CO CORPORATE NOTES DTD 11/13/2020 0.750% 11/13/2025 715,788.19 779,999.40 786.00 778,171.44 06/21/2106/17/21A2A+ 786,000.00 110122DN5 0.98 BANK OF NY MELLON CORP (CALLABLE) CORPOR DTD 01/28/2021 0.750% 01/28/2026 2,753,883.72 3,059,246.65 9,753.75 3,058,959.60 02/18/2102/16/21A1A 3,060,000.00 06406RAQ0 0.76 STATE STREET CORP (CALLABLE) CORPORATE N DTD 02/07/2022 1.746% 02/06/2026 340,992.06 355,000.00 2,479.32 355,000.00 02/07/2202/02/22A1A 355,000.00 857477BR3 1.75 BANK OF AMERICA CORP NOTES (CALLABLE) DTD 03/22/2022 3.384% 04/02/2026 1,715,717.64 1,770,000.00 16,471.62 1,770,000.00 03/22/2203/17/22A2A- 1,770,000.00 06051GKM0 3.38 TARGET CORP CORPORATE NOTES DTD 01/24/2022 1.950% 01/15/2027 296,280.64 319,503.30 2,721.33 319,456.00 01/24/2201/19/22A2A 320,000.00 87612EBM7 1.99 TARGET CORP CORPORATE NOTES DTD 01/24/2022 1.950% 01/15/2027 1,370,297.96 1,471,992.05 12,586.17 1,471,268.00 02/01/2201/28/22A2A 1,480,000.00 87612EBM7 2.08 TRUIST FINANCIAL CORP NOTES (CALLABLE) DTD 03/02/2021 1.267% 03/02/2027 1,708,472.40 1,782,915.47 7,957.46 1,775,911.00 03/21/2203/17/22A3A- 1,900,000.00 89788MAD4 2.69 330,954.12 47,547,726.34 49,445,114.04 1.76 49,914,824.59 49,245,000.00 Security Type Sub-Total Certificate of Deposit Account XXXXXXXX Page 15 Item 1I-133 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Certificate of Deposit BARCLAYS BANK PLC NY CERT DEPOS DTD 02/03/2022 1.050% 02/01/2023 2,364,117.72 2,400,000.00 10,360.00 2,400,000.00 02/03/2202/02/22P-1A-1 2,400,000.00 06742TG34 1.05 CREDIT SUISSE NEW YORK CERT DEPOS DTD 03/23/2021 0.590% 03/17/2023 1,833,592.97 1,870,000.00 3,248.61 1,870,000.00 03/23/2103/19/21P-1A-1 1,870,000.00 22552G3C2 0.59 13,608.61 4,197,710.69 4,270,000.00 0.85 4,270,000.00 4,270,000.00 Security Type Sub-Total Asset-Backed Security HAROT 2019-3 A3 DTD 08/27/2019 1.780% 08/15/2023 335,980.96 336,253.01 266.01 336,251.01 08/27/1908/20/19AaaAAA 336,253.80 43815NAC8 1.78 TAOT 2019-C A3 DTD 08/14/2019 1.910% 09/15/2023 198,262.20 198,312.67 168.35 198,311.52 08/14/1908/06/19AaaAAA 198,313.15 89238UAD2 1.91 HAROT 2020-1 A3 DTD 02/26/2020 1.610% 04/22/2024 641,574.68 645,119.14 288.54 645,047.78 02/26/2002/19/20AaaNR 645,174.24 43813RAC1 1.61 TAOT 2020-A A3 DTD 02/12/2020 1.660% 05/15/2024 824,164.84 828,736.14 611.44 828,702.64 02/12/2002/04/20AaaAAA 828,762.48 89232HAC9 1.66 CARMX 2020-1 A3 DTD 01/22/2020 1.890% 12/16/2024 477,845.66 480,989.26 404.07 480,942.29 01/22/2001/14/20NRAAA 481,036.66 14315XAC2 1.89 HAROT 2021-1 A3 DTD 02/24/2021 0.270% 04/21/2025 634,757.83 649,991.97 48.75 649,988.11 02/24/2102/17/21AaaNR 650,000.00 43813GAC5 0.27 HART 2021-A A3 DTD 04/28/2021 0.380% 09/15/2025 498,788.73 514,960.34 86.98 514,945.82 04/28/2104/20/21NRAAA 515,000.00 44933LAC7 0.38 CARMX 2021-1 A3 DTD 01/27/2021 0.340% 12/15/2025 380,173.95 389,945.41 58.93 389,922.94 01/27/2101/20/21NRAAA 390,000.00 14316NAC3 0.34 TAOT 2021-C A3 DTD 09/27/2021 0.430% 01/15/2026 814,342.01 854,943.87 163.40 854,931.86 09/27/2109/21/21AaaAAA 855,000.00 89239BAC5 0.43 CARMX 2021-2 A3 DTD 04/21/2021 0.520% 02/17/2026 752,343.26 774,874.29 179.11 774,832.99 04/21/2104/13/21NRAAA 775,000.00 14314QAC8 0.52 HART 2021-C A3 DTD 11/17/2021 0.740% 05/15/2026 386,376.20 404,922.06 133.20 404,909.60 11/17/2111/09/21NRAAA 405,000.00 44935FAD6 0.75 Account XXXXXXXX Page 16 Item 1I-134 For the Month Ending June 30, 2022Managed Account Detail of Securities Held XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Dated Date/Coupon/Maturity CUSIP Rating Rating Date Date Cost at Cost Interest Cost Value Security Type/Description S&P Moody's Original YTM Accrued Amortized MarketTrade Settle Par Asset-Backed Security DCENT 2021-A1 A1 DTD 09/27/2021 0.580% 09/15/2026 636,960.35 679,876.64 175.29 679,854.41 09/27/2109/20/21AaaAAA 680,000.00 254683CP8 0.58 2,584.07 6,581,570.67 6,758,924.80 0.94 6,758,640.97 6,759,540.33 Security Type Sub-Total 243,554,540.33 243,677,766.56 1.32 806,198.35 242,756,921.50 232,179,872.48 Managed Account Sub-Total $243,554,540.33 $243,677,766.56 $806,198.35 $242,756,921.50 $232,179,872.48 1.32% $232,986,070.83 $806,198.35 Total Investments Accrued Interest Securities Sub-Total Account XXXXXXXX Page 17 Item 1I-135 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration U.S. Treasury Bond / Note (51,990.55)(179,591.96) 4,723,348.67 99.86 JPM_CHAS 4,730,000.00 9128284S6US TREASURY NOTES DTD 05/31/2018 2.750% 05/31/2023 2.90 0.91 (23,813.95)(75,457.03) 2,736,575.00 99.88 MERRILL 2,740,000.00 9128285D8US TREASURY NOTES DTD 10/01/2018 2.875% 09/30/2023 2.98 1.23 (59,083.68)(59,054.38) 1,550,882.73 96.33 JPM_CHA 1,610,000.00 91282CAW1US TREASURY NOTES DTD 11/15/2020 0.250% 11/15/2023 3.00 1.37 (37,164.14)(79,720.41) 5,930,476.86 99.67 TD 5,950,000.00 912828WE6US TREASURY NOTES DTD 11/15/2013 2.750% 11/15/2023 2.99 1.36 (36,787.13) 34,716.52 5,559,081.75 98.83 BNP_PARI 5,625,000.00 912828U57US TREASURY NOTES DTD 11/30/2016 2.125% 11/30/2023 2.97 1.40 (1,679.08)(2,235.93) 268,565.63 99.47 MERRILL 270,000.00 9128285U0US TREASURY NOTES DTD 12/31/2018 2.625% 12/31/2023 2.99 1.48 (45,352.96)(43,316.21) 1,086,407.81 95.72 HSBC 1,135,000.00 91282CBE0US TREASURY NOTES DTD 01/15/2021 0.125% 01/15/2024 2.99 1.54 (27,088.29)(31,062.43) 1,375,281.32 98.23 MORGAN_S 1,400,000.00 912828X70US TREASURY NOTES DTD 05/01/2017 2.000% 04/30/2024 3.00 1.80 (38,610.95)(48,909.37) 1,633,260.94 98.09 RBC 1,665,000.00 912828XX3US TREASURY NOTES DTD 06/30/2017 2.000% 06/30/2024 2.99 1.97 (110,238.11)(148,343.52) 4,617,015.86 98.23 RBS 4,700,000.00 9128282N9US TREASURY NOTES DTD 07/31/2017 2.125% 07/31/2024 3.00 2.03 (151,969.20)(210,109.38) 4,412,650.00 97.63 MERRILL 4,520,000.00 9128282U3US TREASURY NOTES DTD 08/31/2017 1.875% 08/31/2024 3.01 2.12 (129,995.29)(196,233.40) 3,959,343.75 98.13 HSBC 4,035,000.00 9128282Y5US TREASURY NOTES DTD 10/02/2017 2.125% 09/30/2024 2.99 2.20 (56,540.19)(86,796.09) 1,710,093.75 98.28 MORGAN_S 1,740,000.00 9128283D0US TREASURY NOTES DTD 10/31/2017 2.250% 10/31/2024 3.02 2.28 (50,012.63)(68,136.92) 1,512,651.56 97.91 RBS 1,545,000.00 9128283J7US TREASURY NOTES DTD 11/30/2017 2.125% 11/30/2024 3.03 2.37 (291,161.35)(354,797.09) 4,171,241.97 95.89 HSBC 4,350,000.00 912828Z52US TREASURY NOTES DTD 01/31/2020 1.375% 01/31/2025 3.04 2.53 (508,837.92)(492,241.07) 6,142,795.65 91.55 WELLS_F 6,710,000.00 91282CAJ0US TREASURY NOTES DTD 08/31/2020 0.250% 08/31/2025 3.07 3.15 (236,281.02)(225,498.21) 2,945,331.87 91.33 HSBC 3,225,000.00 91282CAM3US TREASURY NOTES DTD 09/30/2020 0.250% 09/30/2025 3.07 3.24 Account XXXXXXXX Page 18 Item 1I-136 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration U.S. Treasury Bond / Note (171,726.41)(162,562.38) 2,186,625.12 91.11 TD 2,400,000.00 91282CAT8US TREASURY NOTES DTD 10/31/2020 0.250% 10/31/2025 3.08 3.32 (305,374.46)(286,220.16) 4,265,023.20 91.33 NOMURA 4,670,000.00 91282CAZ4US TREASURY NOTES DTD 11/30/2020 0.375% 11/30/2025 3.07 3.40 (71,031.58)(67,351.52) 842,761.76 91.11 JPM_CHA 925,000.00 91282CBC4US TREASURY NOTES DTD 12/31/2020 0.375% 12/31/2025 3.07 3.48 (475,611.22)(463,531.94) 5,170,457.32 91.11 RBC 5,675,000.00 91282CBC4US TREASURY NOTES DTD 12/31/2020 0.375% 12/31/2025 3.07 3.48 (33,894.30)(31,710.93) 409,078.13 90.91 RBS 450,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3.07 3.56 (9,140.53)(687.50) 1,999,937.50 90.91 JPM_CHA 2,200,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3.07 3.56 (212,387.51)(200,812.50) 2,545,375.00 90.91 BNP_PAR 2,800,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3.07 3.56 (245,060.83)(226,857.03) 2,936,271.88 90.91 MERRILL 3,230,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3.07 3.56 (169,929.65)(149,589.84) 3,763,518.75 90.91 CITIGRP 4,140,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3.07 3.56 (402,165.96)(534,359.16) 4,336,062.72 98.55 BARCLAY 4,400,000.00 9128286A3US TREASURY NOTES DTD 01/31/2019 2.625% 01/31/2026 3.06 3.41 (349,067.31)(324,492.19) 5,318,015.62 90.91 MORGAN_ 5,850,000.00 91282CBH3US TREASURY NOTES DTD 01/31/2021 0.375% 01/31/2026 3.07 3.56 (22,784.90)(21,410.16) 273,375.00 91.13 RBC 300,000.00 91282CBQ3US TREASURY NOTES DTD 02/28/2021 0.500% 02/28/2026 3.08 3.63 (340,697.28)(321,961.72) 4,747,612.50 91.13 WELLS_F 5,210,000.00 91282CBQ3US TREASURY NOTES DTD 02/28/2021 0.500% 02/28/2026 3.08 3.63 (61,484.54)(61,171.87) 687,421.88 91.66 NOMURA 750,000.00 91282CBW0US TREASURY N/B NOTES DTD 04/30/2021 0.750% 04/30/2026 3.07 3.78 (283,693.74)(282,093.58) 3,110,468.92 91.48 RBC 3,400,000.00 91282CCF6US TREASURY N/B NOTES DTD 05/31/2021 0.750% 05/31/2026 3.07 3.86 (22,719.44)(14,891.32) 5,054,512.00 91.48 BARCLAY 5,525,000.00 91282CCF6US TREASURY N/B NOTES DTD 05/31/2021 0.750% 05/31/2026 3.07 3.86 (35,237.79)(27,369.24) 1,849,394.43 91.33 RBS 2,025,000.00 91282CCZ2US TREASURY N/B NOTES DTD 09/30/2021 0.875% 09/30/2026 3.07 4.17 Account XXXXXXXX Page 19 Item 1I-137 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration (5,443,859.92) 3.03 (5,068,613.89) 103,830,916.85 109,900,000.00 Security Type Sub-Total 2.75 Supra-National Agency Bond / Note (193,306.42)(192,628.15) 3,379,726.35 94.54 JPM_CHA 3,575,000.00 4581X0DZ8INTER-AMERICAN DEVEL BK NOTES DTD 09/23/2021 0.500% 09/23/2024 3.05 2.22 (192,628.15) 3.05 (193,306.42) 3,379,726.35 3,575,000.00 Security Type Sub-Total 2.22 Municipal Bond / Note (4,583.16)(31,020.00) 1,996,840.00 99.84 JPM_CHAS 2,000,000.00 13063DDF2CA ST TXBL GO BONDS DTD 10/26/2017 2.500% 10/01/2022 3.11 0.25 (7,966.00)(7,966.00) 692,034.00 98.86 RBC 700,000.00 797272QN4SAN DIEGO CCD, CA TXBL GO BONDS DTD 10/16/2019 1.996% 08/01/2023 3.07 1.07 (21,834.98)(39,922.25) 1,311,591.00 98.99 MORGAN_S 1,325,000.00 13063DRJ9CA ST TXBL GO BONDS DTD 10/24/2019 2.400% 10/01/2023 3.23 1.23 (31,029.74)(30,945.60) 598,878.00 95.06 JPM_CHA 630,000.00 574193TQ1MD ST TXBL GO BONDS DTD 08/05/2020 0.510% 08/01/2024 2.97 2.07 (32,850.00)(32,850.00) 567,150.00 94.53 GOLDMAN 600,000.00 13077DMK5CA ST UNIV TXBL REV BONDS DTD 09/17/2020 0.685% 11/01/2024 3.13 2.32 (16,397.40)(16,733.25) 209,081.25 92.93 04/15/25JPM_CHA 225,000.00 91412HGE7UNIV OF CAL TXBL REV BONDS DTD 07/16/2020 0.883% 05/15/2025 3.49 2.76 (36,436.25)(36,436.25) 478,563.75 92.93 04/15/25JPM_CHA 515,000.00 91412HGE7UNIV OF CAL TXBL REV BONDS DTD 07/16/2020 0.883% 05/15/2025 3.49 2.76 (34,236.49)(35,582.70) 478,023.00 93.73 MERRILL 510,000.00 341271AD6FL ST BOARD OF ADMIN TXBL REV BONDS DTD 09/16/2020 1.258% 07/01/2025 3.47 2.94 (82,137.00)(82,137.00) 1,227,863.00 93.73 MERRILL 1,310,000.00 341271AD6FL ST BOARD OF ADMIN TXBL REV BONDS DTD 09/16/2020 1.258% 07/01/2025 3.47 2.94 (69,377.00)(69,377.00) 865,623.00 92.58 MERRILL 935,000.00 54438CYK2LOS ANGELES CCD, CA TXBL GO BONDS DTD 11/10/2020 0.773% 08/01/2025 3.32 3.04 (43,879.45)(43,879.45) 461,120.55 91.31 CITIGRP 505,000.00 646140DP5NJ TURNPIKE AUTHORITY TXBL REV BONDS DTD 02/04/2021 1.047% 01/01/2026 3.72 3.43 (426,849.50) 3.27 (380,727.47) 8,886,767.55 9,255,000.00 Security Type Sub-Total 1.86 Account XXXXXXXX Page 20 Item 1I-138 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration Federal Agency Bond / Note (29,252.50)(33,906.13) 1,342,806.87 98.02 DEUTSCH 1,370,000.00 3137EAER6FREDDIE MAC NOTES DTD 05/07/2020 0.375% 05/05/2023 2.76 0.85 (41,821.76)(44,605.95) 2,009,309.55 98.02 WELLS_F 2,050,000.00 3137EAER6FREDDIE MAC NOTES DTD 05/07/2020 0.375% 05/05/2023 2.76 0.85 (79,396.75)(71,575.84) 3,612,302.21 97.76 CITIGRP 3,695,000.00 3135G04Q3FANNIE MAE NOTES DTD 05/22/2020 0.250% 05/22/2023 2.80 0.89 (39,231.55)(68,174.00) 4,419,918.00 99.32 MORGAN_S 4,450,000.00 3133834G3FEDERAL HOME LOAN BANKS NOTES DTD 05/09/2013 2.125% 06/09/2023 2.86 0.94 (82,320.45)(75,764.25) 3,259,468.35 97.44 TD 3,345,000.00 3137EAES4FREDDIE MAC NOTES DTD 06/26/2020 0.250% 06/26/2023 2.89 0.99 (89,425.59)(84,576.95) 3,333,059.30 97.32 CITIGRP 3,425,000.00 3135G05G4FANNIE MAE NOTES DTD 07/10/2020 0.250% 07/10/2023 2.92 1.03 (66,600.40)(65,196.95) 2,157,533.55 96.97 CITIGRP 2,225,000.00 3137EAEV7FREDDIE MAC NOTES DTD 08/21/2020 0.250% 08/24/2023 2.95 1.15 330.79 12,950.09 3,931,108.29 99.90 HSBC 3,935,000.00 3135G0U43FANNIE MAE NOTES DTD 09/14/2018 2.875% 09/12/2023 2.96 1.18 (7,610.74)(49,612.28) 2,035,072.35 100.50 BARCLAYS 2,025,000.00 3130A0F70FEDERAL HOME LOAN BANKS NOTES DTD 12/09/2013 3.375% 12/08/2023 3.02 1.41 (182,588.77)(180,883.99) 4,470,531.66 96.04 WELLS_FA 4,655,000.00 3137EAEP0FREDDIE MAC NOTES DTD 02/14/2020 1.500% 02/12/2025 3.09 2.56 (157,724.53)(152,475.28) 2,230,645.52 93.14 CITIGRP 2,395,000.00 3130AJHU6FEDERAL HOME LOAN BANK NOTES DTD 04/16/2020 0.500% 04/14/2025 3.09 2.77 (209,838.81)(206,959.32) 2,981,458.98 93.32 CITIGRP 3,195,000.00 3135G03U5FANNIE MAE NOTES DTD 04/24/2020 0.625% 04/22/2025 3.13 2.79 (275,995.24)(284,585.98) 3,690,663.62 93.32 HSBC 3,955,000.00 3135G03U5FANNIE MAE NOTES DTD 04/24/2020 0.625% 04/22/2025 3.13 2.79 (178,726.34)(182,746.40) 2,148,134.40 92.59 NOMURA 2,320,000.00 3135G04Z3FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 3.14 2.94 (189,065.20)(190,411.20) 2,333,318.40 92.59 WELLS_F 2,520,000.00 3135G04Z3FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 3.14 2.94 (270,281.19)(267,157.10) 3,435,163.20 92.59 NOMURA 3,710,000.00 3135G04Z3FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 3.14 2.94 (169,560.41)(165,220.77) 2,068,599.13 92.14 WELLS_F 2,245,000.00 3137EAEU9FREDDIE MAC NOTES DTD 07/23/2020 0.375% 07/21/2025 3.09 3.04 Account XXXXXXXX Page 21 Item 1I-139 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration Federal Agency Bond / Note (43,379.15)(42,778.45) 505,511.05 91.91 CITIGRP 550,000.00 3135G05X7FANNIE MAE NOTES DTD 08/27/2020 0.375% 08/25/2025 3.09 3.13 (186,266.51)(182,139.51) 2,196,675.29 91.91 BARCLAY 2,390,000.00 3135G05X7FANNIE MAE NOTES DTD 08/27/2020 0.375% 08/25/2025 3.09 3.13 (276,103.83)(272,448.00) 3,157,197.60 91.78 CITIGRP 3,440,000.00 3137EAEX3FREDDIE MAC NOTES DTD 09/25/2020 0.375% 09/23/2025 3.07 3.21 (33,562.88)(33,512.58) 376,331.62 91.79 NOMURA 410,000.00 3135G06G3FANNIE MAE NOTES DTD 11/12/2020 0.500% 11/07/2025 3.10 3.32 (178,948.29)(176,317.81) 2,060,645.09 91.79 BARCLAY 2,245,000.00 3135G06G3FANNIE MAE NOTES DTD 11/12/2020 0.500% 11/07/2025 3.10 3.32 (2,818,098.65) 3.01 (2,787,370.10) 57,755,454.03 60,550,000.00 Security Type Sub-Total 2.07 Corporate Note (2,352.56)(2,049.85) 272,573.40 99.12 MERRILL 275,000.00 00724PAA7ADOBE INC CORP NOTE DTD 02/03/2020 1.700% 02/01/2023 3.23 0.58 (25,661.21)(80,650.80) 1,793,833.20 99.66 MITSU 1,800,000.00 69371RQ74PACCAR FINANCIAL CORP CORPORATE NOTES DTD 04/07/2020 2.650% 04/06/2023 3.10 0.76 (24,775.14)(22,039.71) 1,384,125.09 98.16 JPM_CHA 1,410,000.00 037833DV9APPLE INC CORPORATE NOTES DTD 05/11/2020 0.750% 05/11/2023 2.92 0.86 (62,129.48)(199,148.40) 4,408,355.60 100.19 01/05/24US_BANCO 4,400,000.00 91159HHV5US BANK NA CINCINNATI CORP NOTES (CALLAB DTD 02/04/2019 3.375% 02/05/2024 3.25 1.47 (19,467.52)(45,239.85) 1,544,176.65 99.62 02/15/24SUNTRUST 1,550,000.00 717081ES8PFIZER INC CORP NOTES DTD 03/11/2019 2.950% 03/15/2024 3.18 1.58 (14,616.09)(29,716.02) 1,866,959.38 99.62 02/15/24BNP_PARI 1,874,000.00 717081ES8PFIZER INC CORP NOTES DTD 03/11/2019 2.950% 03/15/2024 3.18 1.58 (7,455.60)(7,455.60) 292,544.40 97.51 04/05/23MORGAN_ 300,000.00 61772BAA1MORGAN STANLEY CORP NOTES (CALLABLE) DTD 04/22/2021 0.731% 04/05/2024 2.17 0.76 (22,808.95)(23,500.80) 877,633.20 97.51 04/05/23GOLDMAN 900,000.00 61772BAA1MORGAN STANLEY CORP NOTES (CALLABLE) DTD 04/22/2021 0.731% 04/05/2024 2.17 0.76 Account XXXXXXXX Page 22 Item 1I-140 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration Corporate Note (50,365.98)(49,791.04) 988,690.56 95.07 JPM_CHA 1,040,000.00 023135BW5AMAZON.COM INC CORPORATE NOTES DTD 05/12/2021 0.450% 05/12/2024 3.19 1.86 (50,019.43)(154,272.36) 4,357,653.24 99.49 04/15/23MKTX 4,380,000.00 931142EL3WALMART INC CORPORATE NOTES DTD 04/23/2019 2.850% 07/08/2024 3.11 0.78 (55,553.62)(55,553.62) 1,369,446.38 96.10 09/16/23JPM_CHA 1,425,000.00 46647PBS4JPMORGAN CHASE & CO CORPORATE NOTES (CAL DTD 09/16/2020 0.653% 09/16/2024 2.48 1.21 (85,612.45)(85,612.45) 1,764,387.55 95.37 10/24/23MERRILL 1,850,000.00 06051GJH3BANK OF AMERICA CORP (CALLABLE) CORPORAT DTD 10/21/2020 0.810% 10/24/2024 2.89 1.31 (57,410.79)(52,260.00) 1,775,471.25 94.69 STIFEL 1,875,000.00 24422EVY2JOHN DEERE CAPITAL CORP CORPORATE NOTES DTD 01/10/2022 1.250% 01/10/2025 3.46 2.48 (97,128.12)(141,844.44) 1,849,994.21 99.20 11/12/24GOLDMAN 1,865,000.00 594918BB9MICROSOFT CORP (CALLABLE) NOTES DTD 02/12/2015 2.700% 02/12/2025 3.02 2.28 (40,424.02)(43,788.27) 738,783.48 95.33 CITIGRP 775,000.00 89236TGT6TOYOTA MOTOR CREDIT CORP CORP NOTES DTD 02/13/2020 1.800% 02/13/2025 3.69 2.55 (55,289.64)(59,891.06) 1,010,465.14 95.33 CITIGRP 1,060,000.00 89236TGT6TOYOTA MOTOR CREDIT CORP CORP NOTES DTD 02/13/2020 1.800% 02/13/2025 3.69 2.55 (122,485.62)(148,416.33) 1,846,247.67 96.41 US_BANC 1,915,000.00 57636QAN4MASTERCARD INC CORPORATE NOTES DTD 12/03/2019 2.000% 03/03/2025 3.42 2.60 (110,751.53)(120,163.29) 1,731,028.11 94.59 CITIGRP 1,830,000.00 882508BH6TEXAS INSTRUMENTS INC CORP NOTES DTD 03/12/2020 1.375% 03/12/2025 3.49 2.65 (16,836.77)(16,569.16) 2,314,718.19 99.13 JPM_CHA 2,335,000.00 023135CE4AMAZON.COM INC CORPORATE NOTES DTD 04/13/2022 3.000% 04/13/2025 3.33 2.68 (16,667.56)(13,752.50) 2,438,997.50 97.56 03/15/25CITIGRP 2,500,000.00 88579YBM23M COMPANY (CALLABLE) CORPORATE NOTES DTD 03/27/2020 2.650% 04/15/2025 3.58 2.62 (37,421.34)(37,421.34) 552,578.66 93.66 CITIGRP 590,000.00 172967MX6CITIGROUP INC CORPORATE NOTES DTD 05/04/2021 0.981% 05/01/2025 3.34 2.80 (41,143.52)(41,627.88) 590,041.62 93.66 GOLDMAN 630,000.00 172967MX6CITIGROUP INC CORPORATE NOTES DTD 05/04/2021 0.981% 05/01/2025 3.34 2.80 Account XXXXXXXX Page 23 Item 1I-141 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration Corporate Note (146,860.66)(212,074.21) 1,614,515.09 98.75 02/22/25MORGAN_ 1,635,000.00 38148LAE6GOLDMAN SACHS GROUP INC CORPORATE NOTES DTD 05/22/2015 3.750% 05/22/2025 4.21 2.53 (96,925.84)(96,925.84) 1,263,074.16 92.87 JPM_CHA 1,360,000.00 46647PCM6JPMORGAN CHASE & CO CORPORATE NOTES DTD 08/10/2021 0.768% 08/09/2025 3.19 3.07 (64,211.21)(62,383.25) 715,788.19 91.07 10/13/25CITIGRP 786,000.00 110122DN5BRISTOL-MYERS SQUIBB CO CORPORATE NOTES DTD 11/13/2020 0.750% 11/13/2025 3.59 3.25 (305,362.93)(305,075.88) 2,753,883.72 90.00 12/28/25BMO 3,060,000.00 06406RAQ0BANK OF NY MELLON CORP (CALLABLE) CORPOR DTD 01/28/2021 0.750% 01/28/2026 3.76 3.44 (14,007.94)(14,007.94) 340,992.06 96.05 02/26/25GOLDMAN 355,000.00 857477BR3STATE STREET CORP (CALLABLE) CORPORATE N DTD 02/07/2022 1.746% 02/06/2026 2.91 3.01 (54,282.36)(54,282.36) 1,715,717.64 96.93 MERRILL 1,770,000.00 06051GKM0BANK OF AMERICA CORP NOTES (CALLABLE) DTD 03/22/2022 3.384% 04/02/2026 4.27 3.52 (23,222.66)(23,175.36) 296,280.64 92.59 CITIGRP 320,000.00 87612EBM7TARGET CORP CORPORATE NOTES DTD 01/24/2022 1.950% 01/15/2027 3.74 4.32 (101,694.09)(100,970.04) 1,370,297.96 92.59 CITIGRP 1,480,000.00 87612EBM7TARGET CORP CORPORATE NOTES DTD 01/24/2022 1.950% 01/15/2027 3.74 4.32 (74,443.07)(67,438.60) 1,708,472.40 89.92 03/02/26JPM_CHA 1,900,000.00 89788MAD4TRUIST FINANCIAL CORP NOTES (CALLABLE) DTD 03/02/2021 1.267% 03/02/2027 3.63 3.58 (2,367,098.25) 3.34 (1,897,387.70) 47,547,726.34 49,245,000.00 Security Type Sub-Total 2.17 Certificate of Deposit (35,882.28)(35,882.28) 2,364,117.72 98.50 BARCLAY 2,400,000.00 06742TG34BARCLAYS BANK PLC NY CERT DEPOS DTD 02/03/2022 1.050% 02/01/2023 3.58 0.61 (36,407.03)(36,407.03) 1,833,592.97 98.05 CSFB 1,870,000.00 22552G3C2CREDIT SUISSE NEW YORK CERT DEPOS DTD 03/23/2021 0.590% 03/17/2023 3.33 0.73 (72,289.31) 3.47 (72,289.31) 4,197,710.69 4,270,000.00 Security Type Sub-Total 0.66 Account XXXXXXXX Page 24 Item 1I-142 For the Month Ending June 30, 2022Managed Account Fair Market Value & Analytics XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Value On Cost Amort CostCUSIPBrokerDate PriceDated Date/Coupon/Maturity Par at Mkt Market Unreal G/L Unreal G/LNext Call MarketSecurity Type/Description YTMEffective Duration Asset-Backed Security (272.05)(270.05) 335,980.96 99.92 SOCGEN 336,253.80 43815NAC8HAROT 2019-3 A3 DTD 08/27/2019 1.780% 08/15/2023 1.85 0.19 (50.47)(49.32) 198,262.20 99.97 JPM_CHAS 198,313.15 89238UAD2TAOT 2019-C A3 DTD 08/14/2019 1.910% 09/15/2023 1.93 0.17 (3,544.46)(3,473.10) 641,574.68 99.44 JPM_CHAS 645,174.24 43813RAC1HAROT 2020-1 A3 DTD 02/26/2020 1.610% 04/22/2024 1.92 0.45 (4,571.30)(4,537.80) 824,164.84 99.45 MITSU 828,762.48 89232HAC9TAOT 2020-A A3 DTD 02/12/2020 1.660% 05/15/2024 1.96 0.37 (3,143.60)(3,096.63) 477,845.66 99.34 MERRILL 481,036.66 14315XAC2CARMX 2020-1 A3 DTD 01/22/2020 1.890% 12/16/2024 2.17 0.50 (15,234.14)(15,230.28) 634,757.83 97.66 JPM_CHA 650,000.00 43813GAC5HAROT 2021-1 A3 DTD 02/24/2021 0.270% 04/21/2025 1.12 0.79 (16,171.61)(16,157.09) 498,788.73 96.85 BARCLAY 515,000.00 44933LAC7HART 2021-A A3 DTD 04/28/2021 0.380% 09/15/2025 1.38 1.02 (9,771.46)(9,748.99) 380,173.95 97.48 MITSU 390,000.00 14316NAC3CARMX 2021-1 A3 DTD 01/27/2021 0.340% 12/15/2025 1.08 0.75 (40,601.86)(40,589.85) 814,342.01 95.24 BARCLAY 855,000.00 89239BAC5TAOT 2021-C A3 DTD 09/27/2021 0.430% 01/15/2026 1.82 1.47 (22,531.03)(22,489.73) 752,343.26 97.08 MERRILL 775,000.00 14314QAC8CARMX 2021-2 A3 DTD 04/21/2021 0.520% 02/17/2026 1.35 0.94 (18,545.86)(18,533.40) 386,376.20 95.40 SMBC 405,000.00 44935FAD6HART 2021-C A3 DTD 11/17/2021 0.740% 05/15/2026 1.97 1.60 (42,916.29)(42,894.06) 636,960.35 93.67 CITIGRP 680,000.00 254683CP8DCENT 2021-A1 A1 DTD 09/27/2021 0.580% 09/15/2026 2.15 2.16 (177,070.30) 1.72 (177,354.13) 6,581,570.67 6,759,540.33 Security Type Sub-Total 0.93 243,554,540.33 232,179,872.48 (11,497,894.08) (10,577,049.02) 3.07 Managed Account Sub-Total 2.33 Total Investments $232,986,070.83 $806,198.35 $232,179,872.48 Accrued Interest Securities Sub-Total $243,554,540.33 ($11,497,894.08) ($10,577,049.02) 3.07% 2.33 Account XXXXXXXX Page 25 Item 1I-143 For the Month Ending June 30, 2022Managed Account Security Transactions & Interest XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Transaction Type Trade CUSIPSecurity DescriptionSettle Par Proceeds Principal Accrued Interest Total Cost Realized G/L Realized G/L Sale Amort Cost Method BUY 06/06/22 US TREASURY N/B NOTES DTD 05/31/2021 0.750% 05/31/2026 91282CCF6 (5,069,403.32)(679.30)(5,070,082.62) 5,525,000.00 06/03/22 (679.30) (5,070,082.62)(5,069,403.32) 5,525,000.00 Transaction Type Sub-Total INTEREST 06/02/22 MONEY MARKET FUND MONEY0002 0.00 170.54 170.54 0.00 06/02/22 06/08/22 FEDERAL HOME LOAN BANKS NOTES DTD 12/09/2013 3.375% 12/08/2023 3130A0F70 0.00 34,171.88 34,171.88 2,025,000.00 06/08/22 06/09/22 FEDERAL HOME LOAN BANKS NOTES DTD 05/09/2013 2.125% 06/09/2023 3133834G3 0.00 47,281.25 47,281.25 4,450,000.00 06/09/22 06/15/22 DCENT 2021-A1 A1 DTD 09/27/2021 0.580% 09/15/2026 254683CP8 0.00 328.67 328.67 680,000.00 06/15/22 06/15/22 CARMX 2020-1 A3 DTD 01/22/2020 1.890% 12/16/2024 14315XAC2 0.00 823.27 823.27 522,712.47 06/15/22 06/15/22 TAOT 2020-A A3 DTD 02/12/2020 1.660% 05/15/2024 89232HAC9 0.00 1,279.47 1,279.47 924,920.44 06/15/22 06/15/22 TAOT 2019-C A3 DTD 08/14/2019 1.910% 09/15/2023 89238UAD2 0.00 397.60 397.60 249,801.24 06/15/22 06/15/22 HART 2021-A A3 DTD 04/28/2021 0.380% 09/15/2025 44933LAC7 0.00 163.08 163.08 515,000.00 06/15/22 06/15/22 CARMX 2021-2 A3 DTD 04/21/2021 0.520% 02/17/2026 14314QAC8 0.00 335.83 335.83 775,000.00 06/15/22 06/15/22 TAOT 2021-C A3 DTD 09/27/2021 0.430% 01/15/2026 89239BAC5 0.00 306.37 306.37 855,000.00 06/15/22 06/15/22 HAROT 2019-3 A3 DTD 08/27/2019 1.780% 08/15/2023 43815NAC8 0.00 615.59 615.59 415,005.95 06/15/22 06/15/22 HART 2021-C A3 DTD 11/17/2021 0.740% 05/15/2026 44935FAD6 0.00 249.75 249.75 405,000.00 06/15/22 06/15/22 CARMX 2021-1 A3 DTD 01/27/2021 0.340% 12/15/2025 14316NAC3 0.00 110.50 110.50 390,000.00 06/15/22 06/17/22 FANNIE MAE NOTES DTD 06/19/2020 0.500% 06/17/2025 3135G04Z3 0.00 21,375.00 21,375.00 8,550,000.00 06/17/22 06/21/22 HAROT 2020-1 A3 DTD 02/26/2020 1.610% 04/22/2024 43813RAC1 0.00 954.96 954.96 711,769.80 06/21/22 Account XXXXXXXX Page 26 Item 1I-144 For the Month Ending June 30, 2022Managed Account Security Transactions & Interest XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Transaction Type Trade CUSIPSecurity DescriptionSettle Par Proceeds Principal Accrued Interest Total Cost Realized G/L Realized G/L Sale Amort Cost Method INTEREST 06/21/22 HAROT 2021-1 A3 DTD 02/24/2021 0.270% 04/21/2025 43813GAC5 0.00 146.25 146.25 650,000.00 06/21/22 06/26/22 FREDDIE MAC NOTES DTD 06/26/2020 0.250% 06/26/2023 3137EAES4 0.00 4,181.25 4,181.25 3,345,000.00 06/26/22 06/30/22 US TREASURY NOTES DTD 06/30/2017 2.000% 06/30/2024 912828XX3 0.00 16,650.00 16,650.00 1,665,000.00 06/30/22 06/30/22 US TREASURY NOTES DTD 12/31/2018 2.625% 12/31/2023 9128285U0 0.00 3,543.75 3,543.75 270,000.00 06/30/22 06/30/22 US TREASURY NOTES DTD 12/31/2020 0.375% 12/31/2025 91282CBC4 0.00 12,375.00 12,375.00 6,600,000.00 06/30/22 145,460.01 145,460.01 0.00 33,999,209.90 Transaction Type Sub-Total PAYDOWNS 06/15/22 TAOT 2019-C A3 DTD 08/14/2019 1.910% 09/15/2023 89238UAD2 51,488.09 0.00 51,488.09 0.42 0.00 51,488.09 06/15/22 06/15/22 HAROT 2019-3 A3 DTD 08/27/2019 1.780% 08/15/2023 43815NAC8 78,752.15 0.00 78,752.15 0.65 0.00 78,752.15 06/15/22 06/15/22 TAOT 2020-A A3 DTD 02/12/2020 1.660% 05/15/2024 89232HAC9 96,157.96 0.00 96,157.96 6.94 0.00 96,157.96 06/15/22 06/15/22 CARMX 2020-1 A3 DTD 01/22/2020 1.890% 12/16/2024 14315XAC2 41,675.81 0.00 41,675.81 8.18 0.00 41,675.81 06/15/22 06/21/22 HAROT 2020-1 A3 DTD 02/26/2020 1.610% 04/22/2024 43813RAC1 66,595.56 0.00 66,595.56 13.05 0.00 66,595.56 06/21/22 0.00 0.00 29.24 334,669.57 334,669.57 334,669.57 Transaction Type Sub-Total SELL 06/06/22 US TREASURY NOTES DTD 08/01/2016 1.250% 07/31/2023 912828S92 4,405,469.53 19,404.70 4,424,874.23 134,322.65 (4,297.21)FIFO 4,460,000.00 06/03/22 19,404.70 (4,297.21) 134,322.65 4,424,874.23 4,405,469.53 4,460,000.00 Transaction Type Sub-Total (329,264.22) 164,185.41 (165,078.81) 134,351.89 (4,297.21)Managed Account Sub-Total Account XXXXXXXX Page 27 Item 1I-145 For the Month Ending June 30, 2022Managed Account Security Transactions & Interest XXXXXX INVESTMENT PORTFOLIO - XXXXXXXX Total Security Transactions $134,351.89 ($165,078.81)$164,185.41 ($329,264.22)($4,297.21) Account XXXXXXXX Page 28 Item 1I-146 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 ii. Sample Quarterly Performance Report Item 1I-147 Investment Performance ReviewFor the Quarter Ended June 30, 2022Client Management TeamPFM Asset Management LLCSarah Meacham, Managing DirectorJoseph Creason, Director/Senior Portfolio ManagerRichard Babbe, CCM, Senior Managing ConsultantJeremy King, Key Account Manager © PFM Asset Management LLC pfmam.com|Market UpdateItem 1I-149 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Current Market Themes ▸The U.S. economy is characterized by:▹High inflation▹A strong labor market▹Depressed consumer confidence▹Growing potential for economic recession▸The Federal Reserve is tightening monetary policy▹More aggressive rate hikes to battle persistent inflation▹Short-term fed funds rate projected to reach 3.25% to 3.75% by year-end▹Start of balance sheet reduction; pace to double beginning in September▸Asset prices have fallen sharply in 2022 as a result of:▹The impact of higher rates on bond prices and equity valuations▹Wider credit spreads▹High commodity prices, rising labor costs, and the continuing conflict in Ukraine▹High levels of volatility and uncertainty XXXXXX 1Item 1I-150 For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Source: Bloomberg, as of June 2022. U.S. Inflation Hit a New Four-Decade High in June -2% 0% 2% 4% 6% 8% 10% Jun-12 Jun-14 Jun-16 Jun-18 Jun-20 Jun-22 Consumer Price Index % Change YoY 41.6% 11.4%10.4%9.1%8.8%7.1%5.6%5.2%4.8% 0% 10% 20% 30% 40% 50%EnergyNew CarsFoodCPI YoYTransportationUsed Cars & TrucksShelterApparelMedical CareKey Consumer Price Index Components % Change YoYJune ’22 9.1% XXXXXX 2Item 1I-151 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Strong Labor Market and Spending Provide Momentum Against Signs of Economic Slowing Source: Bloomberg, as of June 2022. Tailwinds Headwinds $400 $450 $500 $550 $600 $650 $700 2017 2018 2019 2020 2021 2022BillionsRetail Sales (Monthly) 20 40 60 80 100 120 2017 2018 2019 2020 2021 2022 Index of Consumer Sentiment 3 4 5 6 7 2017 2018 2019 2020 2021 2022MillionsExisting Home Sales April 20 14.7% June 22 3.6% 0% 4% 8% 12% 16% 2017 2018 2019 2020 2021 2022 U.S. Unemployment Rate 3 XXXXXX Item 1I-152 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Uncertainty Grows Around Economic Outlook Source: Bloomberg, as of June 2022. GDP Contributors Q2 2021 Q3 2021 Q4 2021 Q1 2022 U.S. Real GDP 6.7%2.3%6.9%-1.6% Personal Consumption 7.9%1.4%1.8%1.2% Fixed Investment 0.6%-0.2%0.5%1.3% Private Inventories -1.3%2.2%5.3%-0.4% Net Exports -0.2%-1.3%-0.2%-3.2% Gov’t Expenditures -0.3%0.2%-0.5%-0.5% Following a negative Q1 reading, economists expect positive yet decelerating growth amid an increasingly cautious consumer 33% 0% 20% 40% 60% 80% 100% 2012 2014 2016 2018 2020 2022 U.S. 1-Year Recession Probability (Bloomberg Median Economist Forecast) 4 XXXXXX Item 1I-153 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Source: Federal Reserve and Bloomberg. Individual dots represent each Fed members’ judgement of the midpoint of the appropriate target range for the federal funds rate at each year-end. 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 3 M 1 Y 2 Y 3 Y 4 Y 5 Y 1 0 Y 3 0 YYield Maturity U.S. Treasury Yield Curve June 30, 2022 March 31, 2022 December 31, 2021 2.98%2.92% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% Jul-22 Jan-23 Jul-23 Jan-24 Fed Funds Futures Curve (Rate) 6/30/2022 3/31/2022 3.14% Treasury Yields Move Higher Across the Curve; Future Expectations Changed Over the Quarter XXXXXX 5Item 1I-154 For the Quarter Ended June 30, 2022 MarketUpdate Surging Yields Give Back Pandemic Gains For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Source: ICE BofAML Indices via Bloomberg, as of 6/30/2022; PFMAM calculations. 2022 Price, income, and total return is YTD as of 6/30/2022. ICE BofAML 1-5 Year Treasury Index -8% -6% -4% -2% 0% 2% 4% 6% 8% 10% 12%200020022004200620082010201220142016201820202022Annual Price & Income Returns Income Return Price Return Total Return $100 $120 $140 $160 $180 $200 $220 $240 200020022004200620082010201220142016201820202022Growth of $100 (1/1/2000 -6/30/2022) XXXXXX 6Item 1I-155 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Sector Yield Spreads Widened in Q2 2022 Source: ICE BofAML 1-5 year Indices via Bloomberg, MarketAxess and PFMAM as of 6/30/2022. Spreads on ABS and MBS are option-adjusted spreads of 0-5 year indices based on weighted average life; spreads on agencies are relative to comparable maturity Treasuries. CMBS is Commercial Mortgage-Backed Securities. 1-5 Year Indices -0.10% -0.05% 0.00% 0.05% 0.10% 0.15% 0.20% Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Federal Agency Yield Spreads 0.0% 0.2% 0.4% 0.6% 0.8% 1.0% 1.2% Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Corporate Notes A-AAA Yield Spreads -0.5% 0.0% 0.5% 1.0% 1.5% 2.0% Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Mortgage-Backed Securities Yield Spreads Agency MBS AAA CMBS Index 0.0% 0.4% 0.8% 1.2% 1.6% Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Asset-Backed Securities AAA Yield Spreads XXXXXX 7Item 1I-156 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Source: ICE BofAML Indices. ABS indices are 0-5 year, based on weighted average life. As of 6/30/2022. Rising Rates and Wider Spreads Hurt Fixed-Income Returns in Q2 2022 1-5 Year Indices 0.89%0.87% 1.23% 1.86% 2.41% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0%U.S. TreasuryAgencyABSCorp A-AAACorp BBB10-Year Average -0.81%-0.90%-0.68% -1.66% -2.21% -5.0% -4.0% -3.0% -2.0% -1.0% 0.0%U.S. TreasuryAgencyABSCorp A-AAACorp BBBQ2 2022 XXXXXX 8Item 1I-157 © PFM Asset Management LLC pfmam.com|Portfolio ReviewItem 1I-158 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 Account Summary © PFM Asset Management LLC |pfmam.com Sector Allocation Analytics For informational/analytical purposes only and is not provided for compliance assurance. Includes accrued interest. *Sector Limit for Analysis is as derived from our interpretation of your most recent Investment Policy as provided. 0.0% 2.4% 19.5% 2.2% 1.4% 16.0% 3.0% 1.1% 19.4% 34.9% 0%10%20%30%40%50%60%70%80%90%100% LAIF - $27,527 SDCIP - $7,167,027 CAMP- $58,269,761 Asset-Backed - $6,584,155 Negotiable CD - $4,211,319 Corporate - $47,878,680 Municipal - $8,933,001 Supranational - $3,384,592 Agency - $57,861,847 Treasury - $104,132,476 Portfolio Allocation Sector Limits for Analysis XXXXXX 9Item 1I-159 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Compliance|Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Asset and Investment Management ("AIM").Certificate of ComplianceDuring the reporting period for the quarter ended June 30, 2022, the account(s) managed by PFM Asset Management ("PFMAM")were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.Acknowledged :PFM Asset Management LLC10Item 1I-160 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Snapshot|Yield and duration calculations exclude cash and cash equivalents. Sector allocation includes market values and accrued interests.The portfolio’s benchmark is the ICE BofAML 1-5 Year U.S. Treasury Index. Source: Bloomberg.An average of each security’s credit rating was assigned a numeric value and adjusted for its relative weighting in the portfolio.1.Portfolio Snapshot ¹Credit Quality - S&P17%20%28%33%2%5%34%28%20%13%0%5%10%15%20%25%30%35%0-1 Yr 1-2 Yrs 2-3 Yrs 3-4 Yrs 4-5 YrsPortfolioBenchmarkDuration DistributionU.S. Treasury | 45%Federal Agency | 25%Corporate | 21%Municipal | 4%ABS | 3%Negotiable CD | 2%Supranational | 2%Sector AllocationAAA | 5%AA+ | 71%AA | 4%AA- | 2%A+ | 8%A | 3%A- | 4%A-1 | 2%BBB+ | 1%Not Rated | 1%Portfolio StatisticsPortfolio Effective Duration2.33 yearsBenchmark Effective Duration2.52 yearsPortfolio Credit QualityAAYield At Market3.07%Yield At Cost1.32%Total Market Value$233,514,779.45$232,179,872.48Securities Sub-Total$528,708.62Cash$806,198.35Accrued Interest11Item 1I-161 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Portfolio ActivityNet Activity by Sector($ millions)Negotiable CDFederal AgencyABSU.S. TreasuryCorporateNegotiable CDFederal AgencyABSU.S. TreasuryCorporate($10.0) ($5.0) $0.0$5.0 $10.0Based on total proceeds (principal and accrued interest) of buys, sells, maturities, and principal paydowns. Detail may not add to total due to rounding.SectorNet ActivityCorporate$3,611,709U.S. Treasury$1,180,576ABS($1,085,293)Federal Agency($1,598,517)Negotiable CD($1,769,608)$338,867Total Net ActivitySales/Maturities Purchases12Item 1I-162 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Characteristics|Historical Sector AllocationOnly includes fixed-income securities held within the separately managed account(s) and LGIPs managed by PFMAM.44%26%2%4%3%19%3%Mar-2245%25%2%4%2%21%3%Jun-2213Item 1I-163 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Performance|The lesser of 10 years or since inception is shown. Since inception returns for periods one year or less are not shown. Performance inception date is September 30, 2016.1.Interest earned calculated as the ending accrued interest less beginning accrued interest, plus net interest activity.2.Returns for periods one year or less are presented on a periodic basis. Returns for periods greater than one year are presented on an annualized basis.3.The portfolio’s benchmark is the ICE BofAML 1-5 Year U.S. Treasury Index. Source: Bloomberg.4.-6.0%-4.0%-2.0%0.0%2.0%ReturnPortfolioBenchmarkPortfolio PerformanceMarket Value Basis Earnings3 Months1 Year3 Years5 Years Since Inception¹Interest Earned²$794,558 $3,293,622 $12,365,112 $21,365,813$23,973,277Change in Market Value($2,696,679) ($14,332,502) ($10,253,254) ($8,172,182)($10,172,788)($1,902,121)Total Dollar Return($11,038,880)$2,111,858 $13,193,631$13,800,489Total Return³Portfolio-0.81%-4.51%0.27%1.13%1.01%Benchmark⁴-0.81%-4.61%0.04%0.91%0.73%3 Months1 Year3 Years5 Years Since InceptionDifference0.00%0.09%0.23%0.22%0.28%14Item 1I-164 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Performance|Performance on trade-date basis, gross (i.e., before fees), in accordance with the CFA Institute’s Global Investment Performance Standards (GIPS).1.Income returns calculated as interest earned on investments during the period.2.Price returns calculated as the change in market value of each security for the period.3.Returns are presented on a periodic basis.4.Quarterly Sector PerformanceTotal Return by SectorContribution to Total ReturnCashABSCorporateNegotiable CDFDIC CDMunicipalSupranationalFederal AgencyU.S. Treasury-1.00%-0.80%-0.60%-0.40%-0.20%0.00%0.20%U.S. Treasury | -0.37%Federal Agency | -0.18%Supranational | -0.01%Municipal | -0.02%FDIC CD | <0.01%Negotiable CD | -0.01%Corporate | -0.22%ABS | -0.01%Cash | <0.01%Price Returns Income ReturnsReturn0.08%0.25%0.53%0.25%0.00%0.41%0.13%0.23%0.33%0.00%-0.60%-1.61%-0.54%0.00%-0.88%-0.71%-0.96%-1.16%-4.0% -2.6% -1.2% 0.2% 1.6% 3.0%Return15Item 1I-165 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Performance|The lesser of 10 years or since inception is shown. Performance inception date is September 30, 2016.1.Interest earned calculated as the ending accrued interest less beginning accrued interest, plus net interest activity.2.Realized gains / (losses) are shown on an amortized cost basis.3.Accrual Basis EarningsAccrual Basis EarningsInterest Earned²Realized Gains / (Losses)³Change in Amortized CostTotal Earnings3 Months$794,558$14,056($17,965)$790,6481 Year$3,293,622$600,262($151,519)$3,742,3653 Years$12,365,112$3,387,978($293,252)$15,459,8385 Year$21,365,813$2,110,181($456,038)$23,019,956Since Inception¹$23,973,277$2,163,614($727,191)$25,409,70016Item 1I-166 PFM Asset Management LLC For the Quarter Ended June 30, 2022 MarketUpdate For the Quarter Ended June 30, 2022 MarketUpdate © PFM Asset Management LLC |pfmam.com Fixed-Income Sector Outlook –3Q 2022 Negative Slightly Negative Neutral Slightly Positive Positive Sector Our Investment Preferences COMMERCIAL PAPER / CD TREASURIES T-Bill T-Note FEDERAL AGENCIES Bullets Callables SUPRANATIONALS CORPORATES Financials Industrials SECURITIZED Asset-Backed Agency Mortgage-Backed Agency CMBS MUNICIPALS Current outlook Outlook one quarter ago XXXXXX 17Item 1I-167 © PFM Asset Management LLC pfmam.com|Issuer DistributionItem 1I-168 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Summary|Ratings shown are calculated by assigning a numeral value to each security rating, then calculating a weighted average rating for each security type / issuer category using all available security ratings,excluding Not-Rated (NR) ratings. For security type / issuer categories where a rating from the applicable NRSRO is not available, a rating of NR is assigned. Includes accrued interest and excludes balancesinvested in overnight funds.Issuer DiversificationMarket Value (%)S&P / Moody's / FitchSecurity Type / IssuerU.S. Treasury44.7%UNITED STATES TREASURY44.7% AA / Aaa / AAAFederal Agency24.8%FANNIE MAE13.2% AA / Aaa / AAAFEDERAL HOME LOAN BANKS3.7% AA / Aaa / NRFREDDIE MAC7.9% AA / Aaa / AAASupranational1.5%INTER-AMERICAN DEVELOPMENT BANK1.5% AAA / Aaa / AAAMunicipal3.8%CALIFORNIA STATE UNIVERSITY0.2% AA / Aa / NRFLORIDA STATE BOARD OF ADMIN FIN CORP0.7% AA / Aa / AALOS ANGELES COMMUNITY COLLEGEDISTRICT0.4% AA / Aaa / NRNEW JERSEY TURNPIKE AUTHORITY0.2% AA / A / ASAN DIEGO COMMUNITY COLLEGE DISTRICT0.3% AAA / Aaa / NRSTATE OF CALIFORNIA1.4%AA / Aa / AASTATE OF MARYLAND0.3% AAA / Aaa / AAAUNIVERSITY OF CALIFORNIA0.3%AA / Aa / AANegotiable CD1.8%BARCLAYS PLC1.0% A / Aa / ACREDIT SUISSE GROUP RK0.8%A / Aa / ACorporate20.6%3M COMPANY1.1% A / A / NRADOBE INC0.1% A / A / NRAMAZON.COM INC1.4% AA / A / AAAPPLE INC0.6% AA / Aaa / NRBANK OF AMERICA CO1.5% A / A / AAMarket Value (%)S&P / Moody's / FitchSecurity Type / IssuerCorporate20.6%BRISTOL-MYERS SQUIBB CO0.3%A / A / NRCITIGROUP INC0.5%BBB / A / ADEERE & COMPANY0.8%A / A / AGOLDMAN SACHS GROUP INC0.7%BBB / A / AJP MORGAN CHASE & CO1.1%A / A / AAMASTERCARD INC0.8%A / A / NRMICROSOFT CORP0.8% AAA / Aaa / AAAMORGAN STANLEY0.5%A / A / APACCAR FINANCIAL CORP0.8%A / A / NRPFIZER INC1.5%A / A / ASTATE STREET CORPORATION0.1%A / A / AATARGET CORP0.7%A / A / ATEXAS INSTRUMENTS INC0.7%A / Aa / NRTHE BANK OF NEW YORK MELLONCORPORATION1.2%A / A / AATOYOTA MOTOR CORP0.8%A / A / ATRUIST FIN CORP0.7%A / A / AUS BANCORP1.9%A / A / AWAL-MART STORES INC1.9%AA / Aa / AAABS2.8%CARMAX AUTO OWNER TRUST0.7% AAA / NR / AAADISCOVER FINANCIAL SERVICES0.3%AAA / Aaa / NRHONDA AUTO RECEIVABLES0.7% AAA / Aaa / AAAHYUNDAI AUTO RECEIVABLES0.4% AAA / NR / AAATOYOTA MOTOR CORP0.8%AAA / Aaa / NR100.0%Total18Item 1I-169 © PFM Asset Management LLC pfmam.com|Portfolio TransactionsItem 1I-170 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionBUY4/4/2022 4/5/2022 2,025,000.00 91282CCZ2 US TREASURY N/B NOTES0.87% 9/30/2026 1,877,005.73 2.61%4/11/2022 4/13/2022 2,335,000.00 023135CE4 AMAZON.COM INC CORPORATE NOTES3.00% 4/13/2025 2,331,287.35 3.06%4/21/2022 4/25/2022 2,500,000.00 88579YBM2 3M COMPANY (CALLABLE) CORPORATE NOTES 2.65% 4/15/2025 2,454,590.28 3.32%5/3/2022 5/4/2022 2,200,000.00 91282CBH3 US TREASURY NOTES0.37% 1/31/2026 2,002,744.48 2.95%6/3/2022 6/6/2022 5,525,000.00 91282CCF6 US TREASURY N/B NOTES0.75% 5/31/2026 5,070,082.62 2.96%Total BUY14,585,000.0013,735,710.460.00INTEREST4/1/2022 4/1/2022 2,000,000.00 13063DDF2 CA ST TXBL GO BONDS2.50% 10/1/2022 25,000.004/1/2022 4/1/2022 1,325,000.00 13063DRJ9 CA ST TXBL GO BONDS2.40% 10/1/2023 15,900.004/4/2022 4/4/2022MONEY0002 MONEY MARKET FUND20.214/5/2022 4/5/2022 1,200,000.00 61772BAA1 MORGAN STANLEY CORP NOTES (CALLABLE)0.73% 4/5/20244,386.004/6/2022 4/6/2022 1,800,000.00 69371RQ74 PACCAR FINANCIAL CORP CORPORATE NOTES 2.65% 4/6/2023 23,850.004/14/2022 4/14/2022 2,395,000.00 3130AJHU6 FEDERAL HOME LOAN BANK NOTES0.50% 4/14/2025 5,987.504/15/2022 4/15/2022 390,000.00 14316NAC3 CARMX 2021-1 A30.34% 12/15/2025110.504/15/2022 4/15/2022 855,000.00 89239BAC5 TAOT 2021-C A30.43% 1/15/2026306.374/15/2022 4/15/2022 366,373.38 89238UAD2 TAOT 2019-C A31.91% 9/15/2023583.144/15/2022 4/15/2022 515,000.00 44933LAC7 HART 2021-A A30.38% 9/15/2025163.0819Item 1I-171 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionINTEREST4/15/2022 4/15/2022 405,000.00 44935FAD6 HART 2021-C A30.74% 5/15/2026249.754/15/2022 4/15/2022 595,002.86 43815NAC8 HAROT 2019-3 A31.78% 8/15/2023882.594/15/2022 4/15/2022 680,000.00 254683CP8 DCENT 2021-A1 A10.58% 9/15/2026328.674/15/2022 4/15/2022 775,000.00 14314QAC8 CARMX 2021-2 A30.52% 2/17/2026335.834/15/2022 4/15/2022 613,185.28 14315XAC2 CARMX 2020-1 A31.89% 12/16/2024965.774/15/2022 4/15/2022 1,138,243.28 89232HAC9 TAOT 2020-A A31.66% 5/15/2024 1,574.574/21/2022 4/21/2022 862,028.74 43813RAC1 HAROT 2020-1 A31.61% 4/22/2024 1,156.564/21/2022 4/21/2022 650,000.00 43813GAC5 HAROT 2021-1 A30.27% 4/21/2025146.254/22/2022 4/22/2022 7,150,000.00 3135G03U5 FANNIE MAE NOTES0.62% 4/22/2025 22,343.754/24/2022 4/24/2022 1,850,000.00 06051GJH3 BANK OF AMERICA CORP (CALLABLE) CORPORAT 0.81% 10/24/2024 7,492.504/30/2022 4/30/2022 1,400,000.00 912828X70 US TREASURY NOTES2.00% 4/30/2024 14,000.004/30/2022 4/30/2022 2,400,000.00 91282CAT8 US TREASURY NOTES0.25% 10/31/2025 3,000.004/30/2022 4/30/2022 750,000.00 91282CBW0 US TREASURY N/B NOTES0.75% 4/30/2026 2,812.504/30/2022 4/30/2022 1,740,000.00 9128283D0 US TREASURY NOTES2.25% 10/31/2024 19,575.005/1/2022 5/1/2022 1,220,000.00 172967MX6 CITIGROUP INC (CALLABLE) CORPORATE NOTES 0.98% 5/1/20255,984.105/1/2022 5/1/2022 600,000.00 13077DMK5 CA ST UNIV TXBL REV BONDS0.68% 11/1/2024 2,055.005/3/2022 5/3/2022MONEY0002 MONEY MARKET FUND52.6320Item 1I-172 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionINTEREST5/5/2022 5/5/2022 3,420,000.00 3137EAER6 FREDDIE MAC NOTES0.37% 5/5/20236,412.505/7/2022 5/7/2022 2,655,000.00 3135G06G3 FANNIE MAE NOTES0.50% 11/7/2025 6,637.505/11/2022 5/11/2022 1,410,000.00 037833DV9 APPLE INC CORPORATE NOTES0.75% 5/11/2023 5,287.505/12/2022 5/12/2022 1,040,000.00 023135BW5 AMAZON.COM INC CORPORATE NOTES0.45% 5/12/2024 2,340.005/13/2022 5/13/2022 786,000.00 110122DN5 BRISTOL-MYERS SQUIBB CO CORPORATE NOTES 0.75% 11/13/2025 2,947.505/15/2022 5/15/2022 855,000.00 89239BAC5 TAOT 2021-C A30.43% 1/15/2026306.375/15/2022 5/15/2022 405,000.00 44935FAD6 HART 2021-C A30.74% 5/15/2026249.755/15/2022 5/15/2022 1,022,666.53 89232HAC9 TAOT 2020-A A31.66% 5/15/2024 1,414.695/15/2022 5/15/2022 740,000.00 91412HGE7 UNIV OF CAL TXBL REV BONDS0.88% 5/15/2025 3,267.105/15/2022 5/15/2022 304,079.61 89238UAD2 TAOT 2019-C A31.91% 9/15/2023483.995/15/2022 5/15/2022 390,000.00 14316NAC3 CARMX 2021-1 A30.34% 12/15/2025110.505/15/2022 5/15/2022 775,000.00 14314QAC8 CARMX 2021-2 A30.52% 2/17/2026335.835/15/2022 5/15/2022 515,000.00 44933LAC7 HART 2021-A A30.38% 9/15/2025163.085/15/2022 5/15/2022 1,610,000.00 91282CAW1 US TREASURY NOTES0.25% 11/15/2023 2,012.505/15/2022 5/15/2022 563,672.81 14315XAC2 CARMX 2020-1 A31.89% 12/16/2024887.785/15/2022 5/15/2022 680,000.00 254683CP8 DCENT 2021-A1 A10.58% 9/15/2026328.675/15/2022 5/15/2022 5,950,000.00 912828WE6 US TREASURY NOTES2.75% 11/15/2023 81,812.5021Item 1I-173 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionINTEREST5/15/2022 5/15/2022 500,340.57 43815NAC8 HAROT 2019-3 A31.78% 8/15/2023742.175/21/2022 5/21/2022 650,000.00 43813GAC5 HAROT 2021-1 A30.27% 4/21/2025146.255/21/2022 5/21/2022 782,091.00 43813RAC1 HAROT 2020-1 A31.61% 4/22/2024 1,049.315/22/2022 5/22/2022 1,635,000.00 38148LAE6 GOLDMAN SACHS GROUP INC CORPORATE NOTES 3.75% 5/22/2025 30,656.255/22/2022 5/22/2022 3,695,000.00 3135G04Q3 FANNIE MAE NOTES0.25% 5/22/2023 4,618.755/31/2022 5/31/2022 3,400,000.00 91282CCF6 US TREASURY N/B NOTES0.75% 5/31/2026 12,750.005/31/2022 5/31/2022 1,545,000.00 9128283J7 US TREASURY NOTES2.12% 11/30/2024 16,415.635/31/2022 5/31/2022 4,730,000.00 9128284S6 US TREASURY NOTES2.75% 5/31/2023 65,037.505/31/2022 5/31/2022 4,670,000.00 91282CAZ4 US TREASURY NOTES0.37% 11/30/2025 8,756.255/31/2022 5/31/2022 5,625,000.00 912828U57 US TREASURY NOTES2.12% 11/30/2023 59,765.636/2/2022 6/2/2022MONEY0002 MONEY MARKET FUND170.546/8/2022 6/8/2022 2,025,000.00 3130A0F70 FEDERAL HOME LOAN BANKS NOTES3.37% 12/8/2023 34,171.886/9/2022 6/9/2022 4,450,000.00 3133834G3 FEDERAL HOME LOAN BANKS NOTES2.12% 6/9/2023 47,281.256/15/2022 6/15/2022 680,000.00 254683CP8 DCENT 2021-A1 A10.58% 9/15/2026328.676/15/2022 6/15/2022 390,000.00 14316NAC3 CARMX 2021-1 A30.34% 12/15/2025110.506/15/2022 6/15/2022 415,005.95 43815NAC8 HAROT 2019-3 A31.78% 8/15/2023615.596/15/2022 6/15/2022 855,000.00 89239BAC5 TAOT 2021-C A30.43% 1/15/2026306.3722Item 1I-174 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionINTEREST6/15/2022 6/15/2022 522,712.47 14315XAC2 CARMX 2020-1 A31.89% 12/16/2024823.276/15/2022 6/15/2022 405,000.00 44935FAD6 HART 2021-C A30.74% 5/15/2026249.756/15/2022 6/15/2022 249,801.24 89238UAD2 TAOT 2019-C A31.91% 9/15/2023397.606/15/2022 6/15/2022 924,920.44 89232HAC9 TAOT 2020-A A31.66% 5/15/2024 1,279.476/15/2022 6/15/2022 515,000.00 44933LAC7 HART 2021-A A30.38% 9/15/2025163.086/15/2022 6/15/2022 775,000.00 14314QAC8 CARMX 2021-2 A30.52% 2/17/2026335.836/17/2022 6/17/2022 8,550,000.00 3135G04Z3 FANNIE MAE NOTES0.50% 6/17/2025 21,375.006/21/2022 6/21/2022 711,769.80 43813RAC1 HAROT 2020-1 A31.61% 4/22/2024954.966/21/2022 6/21/2022 650,000.00 43813GAC5 HAROT 2021-1 A30.27% 4/21/2025146.256/26/2022 6/26/2022 3,345,000.00 3137EAES4 FREDDIE MAC NOTES0.25% 6/26/2023 4,181.256/30/2022 6/30/2022 1,665,000.00 912828XX3 US TREASURY NOTES2.00% 6/30/2024 16,650.006/30/2022 6/30/2022 6,600,000.00 91282CBC4 US TREASURY NOTES0.37% 12/31/2025 12,375.006/30/2022 6/30/2022 270,000.00 9128285U0 US TREASURY NOTES2.62% 12/31/2023 3,543.75Total INTEREST118,027,893.96619,657.780.00PAYDOWNS4/15/2022 4/15/2022 49,512.47 14315XAC2 CARMX 2020-1 A31.89% 12/16/2024 49,512.474/15/2022 4/15/2022 94,662.29 43815NAC8 HAROT 2019-3 A31.78% 8/15/2023 94,662.2923Item 1I-175 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionPAYDOWNS4/15/2022 4/15/2022 62,293.77 89238UAD2 TAOT 2019-C A31.91% 9/15/2023 62,293.774/15/2022 4/15/2022 115,576.75 89232HAC9 TAOT 2020-A A31.66% 5/15/2024 115,576.754/21/2022 4/21/2022 79,937.74 43813RAC1 HAROT 2020-1 A31.61% 4/22/2024 79,937.745/15/2022 5/15/2022 97,746.09 89232HAC9 TAOT 2020-A A31.66% 5/15/2024 97,746.095/15/2022 5/15/2022 54,278.37 89238UAD2 TAOT 2019-C A31.91% 9/15/2023 54,278.375/15/2022 5/15/2022 85,334.62 43815NAC8 HAROT 2019-3 A31.78% 8/15/2023 85,334.625/15/2022 5/15/2022 40,960.34 14315XAC2 CARMX 2020-1 A31.89% 12/16/2024 40,960.345/21/2022 5/21/2022 70,321.20 43813RAC1 HAROT 2020-1 A31.61% 4/22/2024 70,321.206/15/2022 6/15/2022 96,157.96 89232HAC9 TAOT 2020-A A31.66% 5/15/2024 96,157.966/15/2022 6/15/2022 41,675.81 14315XAC2 CARMX 2020-1 A31.89% 12/16/2024 41,675.816/15/2022 6/15/2022 51,488.09 89238UAD2 TAOT 2019-C A31.91% 9/15/2023 51,488.096/15/2022 6/15/2022 78,752.15 43815NAC8 HAROT 2019-3 A31.78% 8/15/2023 78,752.156/21/2022 6/21/2022 66,595.56 43813RAC1 HAROT 2020-1 A31.61% 4/22/2024 66,595.56Total PAYDOWNS1,085,293.211,085,293.210.00SELL4/4/2022 4/5/2022 1,600,000.00 3130AJ7E3 FEDERAL HOME LOAN BANKS NOTES1.37% 2/17/2023 1,598,517.33-3,558.684/11/2022 4/12/2022 1,170,000.00 912828Q29 US TREASURY NOTES1.50% 3/31/2023 1,166,873.466,386.6524Item 1I-176 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Activity|Quarterly Portfolio TransactionsTradeDateSettleDate Par ($)CUSIPMaturityDateTransactAmount ($)CouponYieldat MarketRealizedG/L (BV)Security DescriptionSELL4/11/2022 4/13/2022 1,165,000.00 023135AW6 AMAZON.COM INC BONDS2.40% 2/22/2023 1,174,168.557,715.694/21/2022 4/25/2022 2,185,000.00 912828Q29 US TREASURY NOTES1.50% 3/31/2023 2,177,508.658,416.755/3/2022 5/4/2022 1,755,000.00 23341VZT1 DNB BANK ASA/NY LT CD2.04% 12/2/2022 1,769,608.30-607.556/3/2022 6/6/2022 4,460,000.00 912828S92 US TREASURY NOTES1.25% 7/31/2023 4,424,874.23-4,297.21Total SELL12,335,000.0012,311,550.5214,055.6525Item 1I-177 © PFM Asset Management LLC pfmam.com|Portfolio HoldingsItem 1I-178 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Managed Account Detail of Securities HeldSecurity Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostU.S. TreasuryUS TREASURY NOTESDTD 05/31/2018 2.750% 05/31/20239128284S6 4,730,000.00 AA+ Aaa 12/2/2019 12/4/2019 4,902,940.63 1.67 11,017.284,723,348.674,775,339.22US TREASURY NOTESDTD 10/01/2018 2.875% 09/30/20239128285D8 2,740,000.00 AA+ Aaa 5/1/2019 5/3/2019 2,812,032.03 2.25 19,801.372,736,575.002,760,388.95US TREASURY NOTESDTD 11/15/2020 0.250% 11/15/202391282CAW1 1,610,000.00 AA+ Aaa 4/16/2021 4/19/2021 1,609,937.11 0.25 514.061,550,882.731,609,966.41US TREASURY NOTESDTD 11/15/2013 2.750% 11/15/2023912828WE6 5,950,000.00 AA+ Aaa 3/6/2019 3/8/2019 6,010,197.27 2.52 20,897.765,930,476.865,967,641.00US TREASURY NOTESDTD 11/30/2016 2.125% 11/30/2023912828U57 5,625,000.00 AA+ Aaa 1/7/2019 1/9/2019 5,524,365.23 2.52 10,124.235,559,081.755,595,868.88US TREASURY NOTESDTD 12/31/2018 2.625% 12/31/20239128285U0 270,000.00 AA+ Aaa 1/30/2019 1/31/2019 270,801.56 2.5619.26268,565.63270,244.71US TREASURY NOTESDTD 01/15/2021 0.125% 01/15/202491282CBE0 1,135,000.00 AA+ Aaa 7/12/2021 7/12/2021 1,129,724.02 0.31 654.511,086,407.811,131,760.77US TREASURY NOTESDTD 05/01/2017 2.000% 04/30/2024912828X70 1,400,000.00 AA+ Aaa 6/3/2019 6/5/2019 1,406,343.75 1.90 4,717.391,375,281.321,402,369.61US TREASURY NOTESDTD 06/30/2017 2.000% 06/30/2024912828XX3 1,665,000.00 AA+ Aaa 7/1/2019 7/3/2019 1,682,170.31 1.7890.491,633,260.941,671,871.89US TREASURY NOTESDTD 07/31/2017 2.125% 07/31/20249128282N9 4,700,000.00 AA+ Aaa 8/1/2019 8/2/2019 4,765,359.38 1.83 41,660.574,617,015.864,727,253.97US TREASURY NOTESDTD 08/31/2017 1.875% 08/31/20249128282U3 4,520,000.00 AA+ Aaa 9/3/2019 9/3/2019 4,622,759.38 1.40 28,326.774,412,650.004,564,619.20US TREASURY NOTESDTD 10/02/2017 2.125% 09/30/20249128282Y5 4,035,000.00 AA+ Aaa 10/1/2019 10/3/2019 4,155,577.15 1.50 21,553.073,959,343.754,089,339.04US TREASURY NOTESDTD 10/31/2017 2.250% 10/31/20249128283D0 1,740,000.00 AA+ Aaa 11/1/2019 11/5/2019 1,796,889.84 1.57 6,595.921,710,093.751,766,633.94US TREASURY NOTESDTD 11/30/2017 2.125% 11/30/20249128283J7 1,545,000.00 AA+ Aaa 1/3/2020 1/7/2020 1,580,788.48 1.63 2,780.791,512,651.561,562,664.19US TREASURY NOTESDTD 01/31/2020 1.375% 01/31/2025912828Z52 4,350,000.00 AA+ Aaa 1/11/2021 1/12/2021 4,526,039.06 0.37 24,949.414,171,241.974,462,403.3226Item 1I-179 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostU.S. TreasuryUS TREASURY NOTESDTD 08/31/2020 0.250% 08/31/202591282CAJ0 6,710,000.00 AA+ Aaa 8/2/2021 8/6/2021 6,635,036.72 0.53 5,606.866,142,795.656,651,633.57US TREASURY NOTESDTD 09/30/2020 0.250% 09/30/202591282CAM3 3,225,000.00 AA+ Aaa 9/7/2021 9/9/2021 3,170,830.08 0.67 2,026.642,945,331.873,181,612.89US TREASURY NOTESDTD 10/31/2020 0.250% 10/31/202591282CAT8 2,400,000.00 AA+ Aaa 10/4/2021 10/6/2021 2,349,187.50 0.78 1,010.872,186,625.122,358,351.53US TREASURY NOTESDTD 11/30/2020 0.375% 11/30/202591282CAZ4 4,670,000.00 AA+ Aaa 11/2/2021 11/3/2021 4,551,243.36 1.01 1,483.304,265,023.204,570,397.66US TREASURY NOTESDTD 12/31/2020 0.375% 12/31/202591282CBC4 925,000.00 AA+ Aaa 5/6/2021 5/7/2021 910,113.28 0.739.43842,761.76913,793.34US TREASURY NOTESDTD 12/31/2020 0.375% 12/31/202591282CBC4 5,675,000.00 AA+ Aaa 1/12/2021 1/13/2021 5,633,989.26 0.5257.835,170,457.325,646,068.54US TREASURY NOTESDTD 01/31/2021 0.375% 01/31/202691282CBH3 2,200,000.00 AA+ Aaa 5/3/2022 5/4/2022 2,000,625.00 2.95 3,441.301,999,937.502,009,078.03US TREASURY NOTESDTD 01/31/2021 0.375% 01/31/202691282CBH3 4,140,000.00 AA+ Aaa 2/18/2022 2/22/2022 3,913,108.59 1.82 6,475.903,763,518.753,933,448.40US TREASURY NOTESDTD 01/31/2019 2.625% 01/31/20269128286A3 4,400,000.00 AA+ Aaa 2/4/2021 2/4/2021 4,870,421.88 0.46 48,178.184,336,062.724,738,228.68US TREASURY NOTESDTD 01/31/2021 0.375% 01/31/202691282CBH3 450,000.00 AA+ Aaa 5/19/2021 5/20/2021 440,789.06 0.82 703.90409,078.13442,972.43US TREASURY NOTESDTD 01/31/2021 0.375% 01/31/202691282CBH3 3,230,000.00 AA+ Aaa 2/26/2021 2/26/2021 3,163,128.91 0.80 5,052.452,936,271.883,181,332.71US TREASURY NOTESDTD 01/31/2021 0.375% 01/31/202691282CBH3 2,800,000.00 AA+ Aaa 7/2/2021 7/7/2021 2,746,187.50 0.80 4,379.832,545,375.002,757,762.51US TREASURY NOTESDTD 01/31/2021 0.375% 01/31/202691282CBH3 5,850,000.00 AA+ Aaa 1/4/2022 1/6/2022 5,642,507.81 1.27 9,150.735,318,015.625,667,082.93US TREASURY NOTESDTD 02/28/2021 0.500% 02/28/202691282CBQ3 5,210,000.00 AA+ Aaa 12/3/2021 12/7/2021 5,069,574.22 1.15 8,706.934,747,612.505,088,309.78US TREASURY NOTESDTD 02/28/2021 0.500% 02/28/202691282CBQ3 300,000.00 AA+ Aaa 3/8/2021 3/9/2021 294,785.16 0.86 501.36273,375.00296,159.90US TREASURY N/B NOTESDTD 04/30/2021 0.750% 04/30/202691282CBW0 750,000.00 AA+ Aaa 5/25/2021 5/27/2021 748,593.75 0.79 947.69687,421.88748,906.42US TREASURY N/B NOTESDTD 05/31/2021 0.750% 05/31/202691282CCF6 3,400,000.00 AA+ Aaa 6/2/2021 6/4/2021 3,392,562.50 0.79 2,159.843,110,468.923,394,162.6627Item 1I-180 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostU.S. TreasuryUS TREASURY N/B NOTESDTD 05/31/2021 0.750% 05/31/202691282CCF6 5,525,000.00 AA+ Aaa 6/3/2022 6/6/2022 5,069,403.32 2.96 3,509.735,054,512.005,077,231.44US TREASURY N/B NOTESDTD 09/30/2021 0.875% 09/30/202691282CCZ2 2,025,000.00 AA+ Aaa 4/4/2022 4/5/2022 1,876,763.67 2.61 4,453.891,849,394.431,884,632.22109,900,000.00109,274,776.77301,559.54103,830,916.85Security Type Sub-Total1.41108,899,530.74SupranationalINTER-AMERICAN DEVEL BK NOTESDTD 09/23/2021 0.500% 09/23/20244581X0DZ8 3,575,000.00 AAA Aaa 9/15/2021 9/23/2021 3,572,354.50 0.52 4,865.973,379,726.353,573,032.773,575,000.003,572,354.504,865.973,379,726.35Security Type Sub-Total0.523,573,032.77Negotiable CDBARCLAYS BANK PLC NY CERTDEPOSDTD 02/03/2022 1.050% 02/01/202306742TG34 2,400,000.00 A-1 P-1 2/2/2022 2/3/2022 2,400,000.00 1.05 10,360.002,364,117.722,400,000.00CREDIT SUISSE NEW YORK CERTDEPOSDTD 03/23/2021 0.590% 03/17/202322552G3C2 1,870,000.00 A-1 P-1 3/19/2021 3/23/2021 1,870,000.00 0.59 3,248.611,833,592.971,870,000.004,270,000.004,270,000.0013,608.614,197,710.69Security Type Sub-Total0.854,270,000.00MunicipalCA ST TXBL GO BONDSDTD 10/26/2017 2.500% 10/01/202213063DDF2 2,000,000.00 AA- Aa2 10/18/201 10/26/201 2,027,860.00 2.20 12,500.001,996,840.002,001,423.16SAN DIEGO CCD, CA TXBL GO BONDSDTD 10/16/2019 1.996% 08/01/2023797272QN4 700,000.00 AAA Aaa 9/18/2019 10/16/201 700,000.00 2.00 5,821.67692,034.00700,000.00CA ST TXBL GO BONDSDTD 10/24/2019 2.400% 10/01/202313063DRJ9 1,325,000.00 AA- Aa2 10/16/201 10/24/201 1,351,513.25 1.87 7,950.001,311,591.001,333,425.98MD ST TXBL GO BONDSDTD 08/05/2020 0.510% 08/01/2024574193TQ1 630,000.00 AAA Aaa 7/23/2020 8/5/2020 629,823.60 0.52 1,338.75598,878.00629,907.74CA ST UNIV TXBL REV BONDSDTD 09/17/2020 0.685% 11/01/202413077DMK5 600,000.00 AA- Aa2 8/27/2020 9/17/2020 600,000.00 0.69 685.00567,150.00600,000.0028Item 1I-181 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostMunicipalUNIV OF CAL TXBL REV BONDSDTD 07/16/2020 0.883% 05/15/202591412HGE7 515,000.00 AA Aa2 7/10/2020 7/16/2020 515,000.00 0.88 581.07478,563.75515,000.00UNIV OF CAL TXBL REV BONDSDTD 07/16/2020 0.883% 05/15/202591412HGE7 225,000.00 AA Aa2 7/14/2020 7/16/2020 225,814.50 0.81 253.86209,081.25225,478.65FL ST BOARD OF ADMIN TXBL REVBONDSDTD 09/16/2020 1.258% 07/01/2025341271AD6 1,310,000.00 AA Aa3 9/3/2020 9/16/2020 1,310,000.00 1.26 8,239.901,227,863.001,310,000.00FL ST BOARD OF ADMIN TXBL REVBONDSDTD 09/16/2020 1.258% 07/01/2025341271AD6 510,000.00 AA Aa3 9/3/2020 9/16/2020 513,605.70 1.11 3,207.90478,023.00512,259.49LOS ANGELES CCD, CA TXBL GOBONDSDTD 11/10/2020 0.773% 08/01/202554438CYK2 935,000.00 AA+ Aaa 10/30/202 11/10/2020 935,000.00 0.77 3,011.48865,623.00935,000.00NJ TURNPIKE AUTHORITY TXBL REVBONDSDTD 02/04/2021 1.047% 01/01/2026646140DP5 505,000.00 AA- A1 1/22/2021 2/4/2021 505,000.00 1.05 2,643.68461,120.55505,000.009,255,000.009,313,617.0546,233.318,886,767.55Security Type Sub-Total1.439,267,495.02Federal AgencyFREDDIE MAC NOTESDTD 05/07/2020 0.375% 05/05/20233137EAER6 1,370,000.00 AA+ Aaa 8/3/2020 8/4/2020 1,376,713.00 0.20 799.171,342,806.871,372,059.37FREDDIE MAC NOTESDTD 05/07/2020 0.375% 05/05/20233137EAER6 2,050,000.00 AA+ Aaa 6/2/2020 6/3/2020 2,053,915.50 0.31 1,195.832,009,309.552,051,131.31FANNIE MAE NOTESDTD 05/22/2020 0.250% 05/22/20233135G04Q3 3,695,000.00 AA+ Aaa 5/20/2020 5/22/2020 3,683,878.05 0.35 1,000.733,612,302.213,691,698.96FEDERAL HOME LOAN BANKS NOTESDTD 05/09/2013 2.125% 06/09/20233133834G3 4,450,000.00 AA+ Aaa 7/11/2019 7/12/2019 4,488,092.00 1.90 5,778.824,419,918.004,459,149.55FREDDIE MAC NOTESDTD 06/26/2020 0.250% 06/26/20233137EAES4 3,345,000.00 AA+ Aaa 6/24/2020 6/26/2020 3,335,232.60 0.35 116.153,259,468.353,341,788.80FANNIE MAE NOTESDTD 07/10/2020 0.250% 07/10/20233135G05G4 3,425,000.00 AA+ Aaa 7/8/2020 7/10/2020 3,417,636.25 0.32 4,067.193,333,059.303,422,484.89FREDDIE MAC NOTESDTD 08/21/2020 0.250% 08/24/20233137EAEV7 2,225,000.00 AA+ Aaa 8/19/2020 8/21/2020 2,222,730.50 0.28 1,962.332,157,533.552,224,133.9529Item 1I-182 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostFederal AgencyFANNIE MAE NOTESDTD 09/14/2018 2.875% 09/12/20233135G0U43 3,935,000.00 AA+ Aaa 11/29/2018 11/30/2018 3,918,158.20 2.97 34,253.633,931,108.293,930,777.50FEDERAL HOME LOAN BANKS NOTESDTD 12/09/2013 3.375% 12/08/20233130A0F70 2,025,000.00 AA+ Aaa 1/30/2019 1/31/2019 2,084,684.63 2.72 4,366.412,035,072.352,042,683.09FREDDIE MAC NOTESDTD 02/14/2020 1.500% 02/12/20253137EAEP0 4,655,000.00 AA+ Aaa 2/13/2020 2/14/2020 4,651,415.65 1.52 26,960.214,470,531.664,653,120.43FEDERAL HOME LOAN BANK NOTESDTD 04/16/2020 0.500% 04/14/20253130AJHU6 2,395,000.00 AA+ Aaa 4/15/2020 4/16/2020 2,383,120.80 0.60 2,561.322,230,645.522,388,370.05FANNIE MAE NOTESDTD 04/24/2020 0.625% 04/22/20253135G03U5 3,195,000.00 AA+ Aaa 4/22/2020 4/24/2020 3,188,418.30 0.67 3,827.342,981,458.983,191,297.79FANNIE MAE NOTESDTD 04/24/2020 0.625% 04/22/20253135G03U5 3,955,000.00 AA+ Aaa 6/3/2020 6/5/2020 3,975,249.60 0.52 4,737.763,690,663.623,966,658.86FANNIE MAE NOTESDTD 06/19/2020 0.500% 06/17/20253135G04Z3 3,710,000.00 AA+ Aaa 6/17/2020 6/19/2020 3,702,320.30 0.54 721.393,435,163.203,705,444.39FANNIE MAE NOTESDTD 06/19/2020 0.500% 06/17/20253135G04Z3 2,320,000.00 AA+ Aaa 10/1/2020 10/5/2020 2,330,880.80 0.40 451.112,148,134.402,326,860.74FANNIE MAE NOTESDTD 06/19/2020 0.500% 06/17/20253135G04Z3 2,520,000.00 AA+ Aaa 10/26/202 10/28/202 2,523,729.60 0.47 490.002,333,318.402,522,383.60FREDDIE MAC NOTESDTD 07/23/2020 0.375% 07/21/20253137EAEU9 2,245,000.00 AA+ Aaa 7/21/2020 7/23/2020 2,233,819.90 0.48 3,741.672,068,599.132,238,159.54FANNIE MAE NOTESDTD 08/27/2020 0.375% 08/25/20253135G05X7 550,000.00 AA+ Aaa 10/15/202 10/16/202 548,289.50 0.44 721.88505,511.05548,890.20FANNIE MAE NOTESDTD 08/27/2020 0.375% 08/25/20253135G05X7 2,390,000.00 AA+ Aaa 8/25/2020 8/27/2020 2,378,814.80 0.47 3,136.872,196,675.292,382,941.80FREDDIE MAC NOTESDTD 09/25/2020 0.375% 09/23/20253137EAEX3 3,440,000.00 AA+ Aaa 9/23/2020 9/25/2020 3,429,645.60 0.44 3,511.673,157,197.603,433,301.43FANNIE MAE NOTESDTD 11/12/2020 0.500% 11/07/20253135G06G3 410,000.00 AA+ Aaa 11/19/2020 11/24/2020 409,844.20 0.51 307.50376,331.62409,894.50FANNIE MAE NOTESDTD 11/12/2020 0.500% 11/07/20253135G06G3 2,245,000.00 AA+ Aaa 11/9/2020 11/12/2020 2,236,962.90 0.57 1,683.752,060,645.092,239,593.3860,550,000.0060,573,552.68106,392.7357,755,454.03Security Type Sub-Total0.8960,542,824.1330Item 1I-183 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostCorporateADOBE INC CORP NOTEDTD 02/03/2020 1.700% 02/01/202300724PAA7 275,000.00 A+ A2 1/22/2020 2/3/2020 274,623.25 1.75 1,947.92272,573.40274,925.96PACCAR FINANCIAL CORPCORPORATE NOTESDTD 04/07/2020 2.650% 04/06/202369371RQ74 1,800,000.00 A+ A1 5/1/2020 5/5/2020 1,874,484.00 1.20 11,262.501,793,833.201,819,494.41APPLE INC CORPORATE NOTESDTD 05/11/2020 0.750% 05/11/2023037833DV9 1,410,000.00 AA+ Aaa 5/4/2020 5/11/2020 1,406,164.80 0.84 1,468.751,384,125.091,408,900.23US BANK NA CINCINNATI CORPNOTES (CALLABDTD 02/04/2019 3.375% 02/05/202491159HHV5 4,400,000.00 A+ A2 7/18/2019 7/22/2019 4,607,504.00 2.27 60,225.004,408,355.604,470,485.08PFIZER INC CORP NOTESDTD 03/11/2019 2.950% 03/15/2024717081ES8 1,550,000.00 A+ A2 6/3/2019 6/5/2019 1,589,416.50 2.38 13,463.471,544,176.651,563,644.17PFIZER INC CORP NOTESDTD 03/11/2019 2.950% 03/15/2024717081ES8 1,874,000.00 A+ A2 4/2/2019 4/4/2019 1,896,675.40 2.69 16,277.771,866,959.381,881,575.47MORGAN STANLEY CORP NOTES(CALLABLE)DTD 04/22/2021 0.731% 04/05/202461772BAA1 300,000.00 A- A1 4/19/2021 4/22/2021 300,000.00 0.73 523.88292,544.40300,000.00MORGAN STANLEY CORP NOTES(CALLABLE)DTD 04/22/2021 0.731% 04/05/202461772BAA1 900,000.00 A- A1 4/20/2021 4/22/2021 901,134.00 0.69 1,571.65877,633.20900,442.15AMAZON.COM INC CORPORATENOTESDTD 05/12/2021 0.450% 05/12/2024023135BW5 1,040,000.00 AA A1 5/10/2021 5/12/2021 1,038,481.60 0.50 637.00988,690.561,039,056.54WALMART INC CORPORATE NOTESDTD 04/23/2019 2.850% 07/08/2024931142EL3 4,380,000.00 AA Aa2 7/10/2019 7/12/2019 4,511,925.60 2.21 59,987.754,357,653.244,407,672.67JPMORGAN CHASE & COCORPORATE NOTES (CALDTD 09/16/2020 0.653% 09/16/202446647PBS4 1,425,000.00 A- A2 9/9/2020 9/16/2020 1,425,000.00 0.65 2,714.031,369,446.381,425,000.00BANK OF AMERICA CORP(CALLABLE) CORPORATDTD 10/21/2020 0.810% 10/24/202406051GJH3 1,850,000.00 A- A2 10/16/202 10/21/202 1,850,000.00 0.81 2,788.881,764,387.551,850,000.00JOHN DEERE CAPITAL CORPCORPORATE NOTESDTD 01/10/2022 1.250% 01/10/202524422EVY2 1,875,000.00 A A2 3/8/2022 3/10/2022 1,827,731.25 2.17 11,132.811,775,471.251,832,882.0431Item 1I-184 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostCorporateMICROSOFT CORP (CALLABLE)NOTESDTD 02/12/2015 2.700% 02/12/2025594918BB9 1,865,000.00 AAA Aaa 3/15/2021 3/17/2021 1,991,838.65 0.92 19,442.631,849,994.211,947,122.33TOYOTA MOTOR CREDIT CORP CORPNOTESDTD 02/13/2020 1.800% 02/13/202589236TGT6 775,000.00 A+ A1 5/20/2020 5/26/2020 782,571.75 1.58 5,347.50738,783.48779,207.50TOYOTA MOTOR CREDIT CORP CORPNOTESDTD 02/13/2020 1.800% 02/13/202589236TGT6 1,060,000.00 A+ A1 5/20/2020 5/26/2020 1,070,356.20 1.58 7,314.001,010,465.141,065,754.78MASTERCARD INC CORPORATENOTESDTD 12/03/2019 2.000% 03/03/202557636QAN4 1,915,000.00 A+ A1 3/15/2021 3/17/2021 1,994,664.00 0.93 12,553.891,846,247.671,968,733.29TEXAS INSTRUMENTS INC CORPNOTESDTD 03/12/2020 1.375% 03/12/2025882508BH6 1,830,000.00 A+ Aa3 5/1/2020 5/5/2020 1,851,191.40 1.13 7,618.651,731,028.111,841,779.64AMAZON.COM INC CORPORATENOTESDTD 04/13/2022 3.000% 04/13/2025023135CE4 2,335,000.00 AA A1 4/11/2022 4/13/2022 2,331,287.35 3.06 15,177.502,314,718.192,331,554.963M COMPANY (CALLABLE)CORPORATE NOTESDTD 03/27/2020 2.650% 04/15/202588579YBM2 2,500,000.00 A+ A1 4/21/2022 4/25/2022 2,452,750.00 3.32 13,986.112,438,997.502,455,665.06CITIGROUP INC (CALLABLE)CORPORATE NOTESDTD 05/04/2021 0.981% 05/01/2025172967MX6 630,000.00 BBB+ A3 4/28/2021 5/4/2021 631,669.50 0.91 1,030.05590,041.62631,023.39CITIGROUP INC (CALLABLE)CORPORATE NOTESDTD 05/04/2021 0.981% 05/01/2025172967MX6 590,000.00 BBB+ A3 4/27/2021 5/4/2021 590,000.00 0.98 964.65552,578.66590,000.00GOLDMAN SACHS GROUP INCCORPORATE NOTESDTD 05/22/2015 3.750% 05/22/202538148LAE6 1,635,000.00 BBB+ A2 2/12/2021 2/17/2021 1,826,589.30 0.94 6,642.191,614,515.091,761,375.75JPMORGAN CHASE & COCORPORATE NOTESDTD 08/10/2021 0.768% 08/09/202546647PCM6 1,360,000.00 A- A2 8/3/2021 8/10/2021 1,360,000.00 0.77 4,119.891,263,074.161,360,000.00BRISTOL-MYERS SQUIBB COCORPORATE NOTESDTD 11/13/2020 0.750% 11/13/2025110122DN5 786,000.00 A+ A2 6/17/2021 6/21/2021 778,171.44 0.98 786.00715,788.19779,999.4032Item 1I-185 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostCorporateBANK OF NY MELLON CORP(CALLABLE) CORPORDTD 01/28/2021 0.750% 01/28/202606406RAQ0 3,060,000.00 A A1 2/16/2021 2/18/2021 3,058,959.60 0.76 9,753.752,753,883.723,059,246.65STATE STREET CORP (CALLABLE)CORPORATE NDTD 02/07/2022 1.746% 02/06/2026857477BR3 355,000.00 A A1 2/2/2022 2/7/2022 355,000.00 1.75 2,479.32340,992.06355,000.00BANK OF AMERICA CORP NOTES(CALLABLE)DTD 03/22/2022 3.384% 04/02/202606051GKM0 1,770,000.00 A- A2 3/17/2022 3/22/2022 1,770,000.00 3.38 16,471.621,715,717.641,770,000.00TARGET CORP CORPORATE NOTESDTD 01/24/2022 1.950% 01/15/202787612EBM7 320,000.00 A A2 1/19/2022 1/24/2022 319,456.00 1.99 2,721.33296,280.64319,503.30TARGET CORP CORPORATE NOTESDTD 01/24/2022 1.950% 01/15/202787612EBM7 1,480,000.00 A A2 1/28/2022 2/1/2022 1,471,268.00 2.08 12,586.171,370,297.961,471,992.05TRUIST FINANCIAL CORP NOTES(CALLABLE)DTD 03/02/2021 1.267% 03/02/202789788MAD4 1,900,000.00 A- A3 3/17/2022 3/21/2022 1,775,911.00 2.69 7,957.461,708,472.401,782,915.4749,245,000.0049,914,824.59330,954.1247,547,726.34Security Type Sub-Total1.7649,444,952.29ABSHAROT 2019-3 A3DTD 08/27/2019 1.780% 08/15/202343815NAC8 336,253.80 AAA Aaa 8/20/2019 8/27/2019 336,251.01 1.78 266.01335,980.96336,253.01TAOT 2019-C A3DTD 08/14/2019 1.910% 09/15/202389238UAD2 198,313.15 AAA Aaa 8/6/2019 8/14/2019 198,311.52 1.91 168.35198,262.20198,312.67HAROT 2020-1 A3DTD 02/26/2020 1.610% 04/22/202443813RAC1 645,174.24 NR Aaa 2/19/2020 2/26/2020 645,047.78 1.61 288.54641,574.68645,119.14TAOT 2020-A A3DTD 02/12/2020 1.660% 05/15/202489232HAC9 828,762.48 AAA Aaa 2/4/2020 2/12/2020 828,702.64 1.66 611.44824,164.84828,736.14CARMX 2020-1 A3DTD 01/22/2020 1.890% 12/16/202414315XAC2 481,036.66 AAA NR 1/14/2020 1/22/2020 480,942.29 1.89 404.07477,845.66480,989.26HAROT 2021-1 A3DTD 02/24/2021 0.270% 04/21/202543813GAC5 650,000.00 NR Aaa 2/17/2021 2/24/2021 649,988.11 0.2748.75634,757.83649,991.97HART 2021-A A3DTD 04/28/2021 0.380% 09/15/202544933LAC7 515,000.00 AAA NR 4/20/2021 4/28/2021 514,945.82 0.3886.98498,788.73514,960.3433Item 1I-186 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Portfolio Holdings|Security Type/DescriptionDated Date/Coupon/MaturityCUSIPParS&PRatingMoody'sRatingSettleDateOriginalCostTradeDateYTMat CostAccruedInterestMarketValueAmortizedCostABSCARMX 2021-1 A3DTD 01/27/2021 0.340% 12/15/202514316NAC3 390,000.00 AAA NR 1/20/2021 1/27/2021 389,922.94 0.3458.93380,173.95389,945.41TAOT 2021-C A3DTD 09/27/2021 0.430% 01/15/202689239BAC5 855,000.00 AAA Aaa 9/21/2021 9/27/2021 854,931.86 0.43 163.40814,342.01854,943.87CARMX 2021-2 A3DTD 04/21/2021 0.520% 02/17/202614314QAC8 775,000.00 AAA NR 4/13/2021 4/21/2021 774,832.99 0.52 179.11752,343.26774,874.29HART 2021-C A3DTD 11/17/2021 0.740% 05/15/202644935FAD6 405,000.00 AAA NR 11/9/2021 11/17/2021 404,909.60 0.75 133.20386,376.20404,922.06DCENT 2021-A1 A1DTD 09/27/2021 0.580% 09/15/2026254683CP8 680,000.00 AAA Aaa 9/20/2021 9/27/2021 679,854.41 0.58 175.29636,960.35679,876.646,759,540.336,758,640.972,584.076,581,570.67Security Type Sub-Total0.946,758,924.80243,554,540.33243,677,766.56806,198.35232,179,872.48Managed Account Sub TotalSecurities Sub TotalAccrued Interest$243,554,540.33$243,677,766.56$806,198.35$232,179,872.48$806,198.35242,756,759.75$242,756,759.751.321.32%Total Investments$232,986,070.8334Item 1I-187 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Appendix|Important DisclosuresThis material is for general information purposes only and is not intended to provide specific advice or a specific recommendation, as it was prepared without regard toany specific objectives or financial circumstances.Investment advisory services are provided by PFM Asset Management LLC ("PFMAM"), an investment adviser registered with the U.S. Securities and ExchangeCommission and a subsidiary of U.S. Bancorp Asset Management, Inc. ("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S. Bankis a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. Theinformation contained is not an offer to purchase or sell any securities. Additional applicable regulatory information is available upon request.PFMAM professionals have exercised reasonable professional care in the preparation of this performance report. Information in this report is obtained from sourcesexternal to PFMAM and is generally believed to be reliable and available to the public; however, we cannot guarantee its accuracy, completeness or suitability. We relyon the client's custodian for security holdings and market values. Transaction dates reported by the custodian may differ from money manager statements. While effortsare made to ensure the data contained herein is accurate and complete, we disclaim all responsibility for any errors that may occur. References to particular issuers arefor illustrative purposes only and are not intended to be recommendations or advice regarding such issuers. Fixed income manager and index characteristics aregathered from external sources. When average credit quality is not available, it is estimated by taking the market value weights of individual credit tiers on the portion ofthe strategy rated by a NRSRO.It is not possible to invest directly in an index. The index returns shown throughout this material do not represent the results of actual trading of investor assets.Third-party providers maintain the indices shown and calculate the index levels and performance shown or discussed. Index returns do not reflect payment of any salescharges or fees an investor would pay to purchase the securities they represent. The imposition of these fees and charges would cause investment performance to belower than the performance shown.The views expressed within this material constitute the perspective and judgment of PFMAM at the time of distribution and are subject to change. Any forecast,projection, or prediction of the market, the economy, economic trends, and equity or fixed-income markets are based upon certain assumptions and current opinion asof the date of issue and are also subject to change. Some, but not all assumptions are noted in the report. Assumptions may or may not be proven correct as actualevents occur, and results may depend on events outside of your or our control. Changes in assumptions may have a material effect on results. Opinions and datapresented are not necessarily indicative of future events or expected performance.For more information regarding PFMAM's services or entities, please visit www.pfmam.com.© 2022 PFM Asset Management LLC. Further distribution is not permitted without prior written consent.35Item 1I-188 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Appendix|Important DisclosuresMarket values that include accrued interest are derived from closing bid prices as of the last business day of the month as supplied by Refinitiv, Bloomberg, orTelerate. Where prices are not available from generally recognized sources, the securities are priced using a yield-based matrix system to arrive at an estimatedmarket value.In accordance with generally accepted accounting principles, information is presented on a trade date basis; forward settling purchases are included in the monthlybalances, and forward settling sales are excluded.Performance is presented in accordance with the CFA Institute's Global Investment Performance Standards (GIPS). Unless otherwise noted, performance is showngross of fees. Quarterly returns are presented on an unannualized basis. Returns for periods greater than one year are presented on an annualized basis. Pastperformance is not indicative of future returns.Bank of America/Merrill Lynch Indices provided by Bloomberg Financial Markets.Money market fund/cash balances are included in performance and duration computations.Standard & Poor's is the source of the credit ratings. Distribution of credit rating is exclusive of money market fund/LGIP holdings.Callable securities in the portfolio are included in the maturity distribution analysis to their stated maturity date, although, they may be called prior to maturity.MBS maturities are represented by expected average life.36Item 1I-189 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Appendix|GlossaryAccrued Interest: Interest that is due on a bond or other fixed income security since the last interest payment was made.Agencies: Federal agency securities and/or Government-sponsored enterprises.Amortized Cost: The original cost of the principal of the security is adjusted for the amount of the periodic reduction of any discount or premium from the purchasedate until the date of the report. Discount or premium with respect to short-term securities (those with less than one year to maturity at time of issuance) is amortizedon a straight line basis. Such discount or premium with respect to longer-term securities is amortized using the constant yield basis.Asset-Backed Security: A financial instrument collateralized by an underlying pool of assets – usually ones that generate a cash flow from debt, such as loans,leases, credit card balances, and receivables.Bankers’ Acceptance: A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill as well as the insurer.Commercial Paper: An unsecured obligation issued by a corporation or bank to finance its short-term credit needs, such as accounts receivable and inventory.Contribution to Total Return: The weight of each individual security multiplied by its return, then summed for each sector to determine how much each sector addedor subtracted from the overall portfolio performance.Effective Duration: A measure of the sensitivity of a security’s price to a change in interest rates, stated in years.Effective Yield: The total yield an investor receives in relation to the nominal yield or coupon of a bond. Effective yield takes into account the power of compoundingon investment returns, while nominal yield does not.FDIC: Federal Deposit Insurance Corporation. A federal agency that insures bank deposits to a specified amount.Interest Rate: Interest per year divided by principal amount and expressed as a percentage.Market Value: The value that would be received or paid for an investment in an orderly transaction between market participants at the measurement date.Maturity: The date upon which the principal or stated value of an investment becomes due and payable.Negotiable Certificates of Deposit: A CD with a very large denomination, usually $1 million or more, that can be traded in secondary markets.Par Value: The nominal dollar face amount of a security.Pass-through Security: A security representing pooled debt obligations that passes income from debtors to its shareholders. The most common type is themortgage-backed security.37Item 1I-190 © PFM Asset Management LLC pfmam.comXXXXXXFor the Quarter Ended June 30, 2022Appendix|GlossaryRepurchase Agreements: A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date.Settle Date: The date on which the transaction is settled and monies/securities are exchanged. If the settle date of the transaction (i.e., coupon payments andmaturity proceeds) occurs on a non-business day, the funds are exchanged on the next business day.Supranational: A multinational union or association in which member countries cede authority and sovereignty on at least some internal matters to the group, whosedecisions are binding on its members.Trade Date: The date on which the transaction occurred; however, the final consummation of the security transaction and payment has not yet taken place.Unsettled Trade: A trade which has been executed; however, the final consummation of the security transaction and payment has not yet taken place.U.S. Treasury: The department of the U.S. government that issues Treasury securities.Yield: The rate of return based on the current market value, the annual interest receipts, maturity value, and the time period remaining until maturity, stated as apercentage on an annualized basis.YTM at Cost: The yield to maturity at cost is the expected rate of return based on the original cost, the annual interest receipts, maturity value, and the time periodfrom purchase date to maturity, stated as a percentage on an annualized basis.YTM at Market: The yield to maturity at market is the rate of return based on the current market value, the annual interest receipts, maturity value, and the timeperiod remaining until maturity, stated as a percentage on an annualized basis.38Item 1I-191 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 F. Form ADV Item 1I-192 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 1/129 FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name: PFM ASSET MANAGEMENT LLC CRD Number: 122141 Annual Amendment - All Sections Rev. 10/2021 3/30/2022 4:51:27 PM WARNING:Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4. Item 1 Identifying Information Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): PFM ASSET MANAGEMENT LLC B.(1) Name under which you primarily conduct your advisory business, if different from Item 1.A. PFM ASSET MANAGEMENT LLC List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser. C.If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of your legal name or your primary business name: D.(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-60449 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: (3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers: No Information Filed DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-193 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 2/129 E.(1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 122141 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. (2) If you have additional CRD Numbers, your additional CRD numbers: No Information Filed F.Principal Office and Place of Business (1)Address (do not use a P.O. Box): Number and Street 1: 213 MARKET STREET Number and Street 2: City: HARRISBURG State: Pennsylvania Country: United States ZIP+4/Postal Code: 17101-2141 If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year. (2)Days of week that you normally conduct business at your principal office and place of business: Monday - Friday Other: Normal business hours at this location: 8:30 A.M. - 5:30 P.M. ET (3)Telephone number at this location: 717-231-6200 (4)Facsimile number at this location, if any: 717-233-6073 (5)What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year? 21 G.Mailing address, if different from your principal office and place of business address: Number and Street 1:Number and Street 2: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-194 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 3/129 City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: H.If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: Yes No I.Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)? If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms. J.Chief Compliance Officer (1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below. Name: LEO J. KARWEJNA Other titles, if any: MANAGING DIRECTOR Telephone number: 717-231-6200 Facsimile number, if any: 717-233-6073 Number and Street 1: 213 MARKET STREET Number and Street 2: City: HARRISBURG State: Pennsylvania Country: United States ZIP+4/Postal Code: 17101-2141 Electronic mail (e-mail) address, if Chief Compliance Officer has one: KARWEJNAL@PFMAM.COM (2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any): Name: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-195 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 4/129 IRS Employer Identification Number: K.Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here. Name: JENNIFER KRUGER BERRIER Titles: DEPUTY CCO Telephone number: 717-231-6200 Facsimile number, if any: 717-233-6073 Number and Street 1: 213 MARKET STREET Number and Street 2: City: HARRISBURG State: Pennsylvania Country: United States ZIP+4/Postal Code: 17101-2141 Electronic mail (e-mail) address, if contact person has one: BERRIERJ@PFMAM.COM Yes No L.Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D. Yes No M.Are you registered with a foreign financial regulatory authority? Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of Schedule D. Yes No N.Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? Yes No O.Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets: $1 billion to less than $10 billion $10 billion to less than $50 billion $50 billion or more DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-196 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 5/129 For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet for your most recent fiscal year end. P.Provide your Legal Entity Identifier if you have one: 254900HFWF3T7WOCKE43 A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier. SECTION 1.B. Other Business Names No Information Filed SECTION 1.F. Other Offices Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 950 17TH STREET Number and Street 2: MAILCODE: DN-CO-T8 City: DENVER State: Colorado Country: United States ZIP+4/Postal Code: 80202 If this address is a private residence, check this box: Telephone Number: 303-585-7340 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491895 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-197 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 6/129 How many employees perform investment advisory functions from this office location? 3 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 535 GRISWOLD STREET, SUITE 550 Number and Street 2: MAILCODE: EX-MI-DTGR City: DETROIT State: Michigan Country: United States ZIP+4/Postal Code: 48226 If this address is a private residence, check this box: Telephone Number: 313-234-4725 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284411 How many employees perform investment advisory functions from this office location? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-198 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 7/129 4 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 633 W. 5TH STREET Number and Street 2: MAILCODE: LM-CA-T25A City: LOS ANGELES State: California Country: United States ZIP+4/Postal Code: 90071 If this address is a private residence, check this box: Telephone Number: 213-615-6300 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 491895 How many employees perform investment advisory functions from this office location? 3 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-199 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 8/129 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 214 N. TRYON STREET, 27TH FLOOR Number and Street 2: MAILCODE: CN-NC-H19H City: CHARLOTTE State: North Carolina Country: United States ZIP+4/Postal Code: 28202-1078 If this address is a private residence, check this box: Telephone Number: 980-859-8543 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-200 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 9/129 (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 1720 CAREY AVENUE Number and Street 2: SUITE 520 City: CHEYENNE State: Wyoming Country: United States ZIP+4/Postal Code: 82001 If this address is a private residence, check this box: Telephone Number: 8662499443 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-201 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 10/129 (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 2 CONCOURSE PARKWAY NE Number and Street 2: MAILCODE: MK-GA-ELA City: ATLANTA State: Georgia Country: United States ZIP+4/Postal Code: 30328 If this address is a private residence, check this box: Telephone Number: 800-872-2657 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 2 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-202 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 11/129 (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 777 E. WISCONSIN AVENUE Number and Street 2: MAILCODE: MK-WI-515C City: MILWAUKEE State: Wisconsin Country: United States ZIP+4/Postal Code: 53202 If this address is a private residence, check this box: Telephone Number: 414-765-4055 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 651116 How many employees perform investment advisory functions from this office location? 2 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-203 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 12/129 (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: THREE JAMES CENTER, 1051 E. CARY STREET Number and Street 2: MAILCODE: EX-VA-JRIT City: RICHMOND State: Virginia Country: United States ZIP+4/Postal Code: 23219 If this address is a private residence, check this box: Telephone Number: 804-771-7922 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284424 How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-204 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 13/129 (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 209 LASALLE STREET Number and Street 2: MAILCODE: MK-IL-SL10 City: CHICAGO State: Illinois Country: United States ZIP+4/Postal Code: 60603 If this address is a private residence, check this box: Telephone Number: 312-332-7496 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284396 How many employees perform investment advisory functions from this office location? 4 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-205 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 14/129 Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 200 PRINCETON SOUTH CORPORATE CENTER Number and Street 2: SUITE 270A City: EWING State: New Jersey Country: United States ZIP+4/Postal Code: 08628 If this address is a private residence, check this box: Telephone Number: 609-452-0263 Facsimile Number, if any: 609-452-0952 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284429 How many employees perform investment advisory functions from this office location? 5 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-206 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 15/129 Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 800 NICOLLET MALL Number and Street 2: MAILCODE: BC-MN-H04R City: MINNEAPOLIS State: Minnesota Country: United States ZIP+4/Postal Code: 55402 If this address is a private residence, check this box: Telephone Number: 612-659-2000 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284439 How many employees perform investment advisory functions from this office location? 3 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-207 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 16/129 Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 4250 VETERANS MEMORIAL HIGHWAY Number and Street 2: SUITE 3150 City: WEST HOLBROOK State: New York Country: United States ZIP+4/Postal Code: 11741 If this address is a private residence, check this box: Telephone Number: 631-580-6200 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284434 How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-208 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 17/129 Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 18 CAMPUS BOULEVARD Number and Street 2: City: NEWTOWN SQUARE State: Pennsylvania Country: United States ZIP+4/Postal Code: 19073 If this address is a private residence, check this box: Telephone Number: 484-423-3400 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 3 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-209 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 18/129 Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 100 WALL STREET, 16TH FLOOR Number and Street 2: MAILCODE: EX-NY-WALL City: NEW YORK State: New York Country: United States ZIP+4/Postal Code: 10005 If this address is a private residence, check this box: Telephone Number: 212-951-6990 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-210 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 19/129 the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 180 STATE STREET, STE. 225 Number and Street 2: City: SOUTHLAKE State: Texas Country: United States ZIP+4/Postal Code: 76092 If this address is a private residence, check this box: Telephone Number: 703.307.4726 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 4 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-211 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 20/129 Number and Street 1: 13010 SW 68TH PARKWAY Number and Street 2: MAILCODE: PD-OR-LEAS City: TIGARD State: Oregon Country: United States ZIP+4/Postal Code: 97223 If this address is a private residence, check this box: Telephone Number: 503-603-2897 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 1525 KISKER ROAD Number and Street 2: MAILCODE: SL-MO-8375 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-212 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 21/129 City: ST. CHARLES State: Missouri Country: United States ZIP+4/Postal Code: 63304 If this address is a private residence, check this box: Telephone Number: 636-928-1595 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 306595 How many employees perform investment advisory functions from this office location? 2 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 1201 S. ALMA SCHOOL ROAD Number and Street 2: MAILCODE: LM-AZ-WADS City:State:Country:ZIP+4/Postal Code: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-213 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 22/129 MESA Arizona United States 85210 If this address is a private residence, check this box: Telephone Number: 800-872-2657 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 324133 How many employees perform investment advisory functions from this office location? 3 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 1 CALIFORNIA STREET Number and Street 2: MAILCODE: PD-CA-SF10 City: SAN FRANCISCO State: California Country: United States ZIP+4/Postal Code: 94111 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-214 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 23/129 If this address is a private residence, check this box: Telephone Number: 415-984-8671 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284500 How many employees perform investment advisory functions from this office location? 8 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 1735 MARKET STREET Number and Street 2: 43RD FLOOR City: PHILADELPHIA State: Pennsylvania Country: United States ZIP+4/Postal Code: 19103 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-215 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 24/129 If this address is a private residence, check this box: Telephone Number: 215-567-6100 Facsimile Number, if any: 215-567-4180 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 284485 How many employees perform investment advisory functions from this office location? 22 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: 225 E. ROBINSON STREET Number and Street 2: MAILCODE: EX-FL-UORT City: ORLANDO State: Florida Country: United States ZIP+4/Postal Code: 32801 If this address is a private residence, check this box: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-216 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 25/129 Telephone Number: 407-835-3800 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: 358160 How many employees perform investment advisory functions from this office location? 8 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm (7) Lawyer or law firm Describe any other investment-related business activities conducted from this office location: SECTION 1.I. Website Addresses List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform. Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.PFMAM.COM Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.LINKEDIN.COM/COMPANY/PFM-ASSET-MANAGEMENT-LLC DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-217 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 26/129 SECTION 1.L. Location of Books and Records Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section 1.L. for each location. Name of entity where books and records are kept: U.S. BANCORP ASSET MANAGEMENT, INC. Number and Street 1: 800 NICOLLET MALL Number and Street 2: MAILCODE: BC-MN-H04R City: MINNEAPOLIS State: Minnesota Country: United States ZIP+4/Postal Code: 55402 If this address is a private residence, check this box: Telephone Number: 414-765-4055 Facsimile number, if any: This is (check one): one of your branch offices or affiliates. a third-party unaffiliated recordkeeper. other. Briefly describe the books and records kept at this location. EMPLOYEE RECORDS, ORGANIZATION RECORDS, FINANCIAL RECORDS SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-218 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 27/129 Item 2 SEC Registration/Reporting Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items. You (the adviser): (1)are a large advisory firm that either: (a)has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b)has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; (2)are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either: (a)not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or (b)not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority. (3)Reserved (4)have your principal office and place of business outside the United States; (5)are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940; (6)are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management; (7)are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a); (8)are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. (9)are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-219 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 28/129 If you check this box, complete Section 2.A.(9) of Schedule D. (10)are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(10) of Schedule D. (11)are an Internet adviser relying on rule 203A-2(e); (12)have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. (13)are no longer eligible to remain registered with the SEC. State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s). Jurisdictions AL AK AZ AR CA CO CT DE DC FL GA GU HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VI VA WA WV WI WY DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-220 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 29/129 If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31). SECTION 2.A.(8) Related Adviser If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information: Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser - SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations: I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective. I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. SECTION 2.A.(10) Multi-State Adviser If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations: I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-221 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 30/129 I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation: Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states. SECTION 2.A.(12) SEC Exemptive Order If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information: Application Number: 803- Date of order: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-222 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 31/129 Item 3 Form of Organization If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only. A. How are you organized? Corporation Sole Proprietorship Limited Liability Partnership (LLP) Partnership Limited Liability Company (LLC) Limited Partnership (LP) Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4. B.In what month does your fiscal year end each year? DECEMBER C.Under the laws of what state or country are you organized? State Country Delaware United States If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-223 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 32/129 Item 4 Successions Yes No A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.B. and Section 4 of Schedule D. B.Date of Succession: (MM/DD/YYYY) If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4. SECTION 4 Successions No Information Filed DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-224 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 33/129 Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5. Employees If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5). A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 240 B.(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 220 (2)Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 125 (3)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives? 0 (4)Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5)Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 0 (6)Approximately how many firms or other persons solicit advisory clients on your behalf? 3 In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf. Clients In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-225 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 34/129 C.(1)To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year? 291 (2)Approximately what percentage of your clients are non-United States persons? 0% D.For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (1)(d) or (3)(d) below. Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable. Type of Client (1) Number of Client(s) (2) Fewer than 5 Clients (3) Amount of Regulatory Assets under Management (a) Individuals (other than high net worth individuals)0 $ 0 (b) High net worth individuals 0 $ 0 (c) Banking or thrift institutions 3 $ 192,614,168 (d) Investment companies 1 $ 0 (e) Business development companies 0 $ 0 (f) Pooled investment vehicles (other than investment companies and business development companies) 20 $ 37,142,677,259 (g) Pension and profit sharing plans (but not the plan participants or government pension plans) 12 $ 6,620,732,179 (h) Charitable organizations 32 $ 1,884,127,669 (i) State or municipal government entities (including government 644 $ 74,417,409,424 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-226 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 35/129 pension plans) (j) Other investment advisers 0 $ 0 (k) Insurance companies 1 $ 41,967,059 (l) Sovereign wealth funds and foreign official institutions 0 $ 0 (m) Corporations or other businesses not listed above 13 $ 1,510,797,055 (n) Other: OTHER INST'L, NON-PROFITS THAT ARE NOT CHARITABLE ORG., UNIONS, FRI AND CD CLIENTS 59 $ 8,597,013,662 Compensation Arrangements E.You are compensated for your investment advisory services by (check all that apply): (1) A percentage of assets under your management (2)Hourly charges (3)Subscription fees (for a newsletter or periodical) (4)Fixed fees (other than subscription fees) (5)Commissions (6)Performance-based fees (7)Other (specify): Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management Yes No F. (1)Do you provide continuous and regular supervisory or management services to securities portfolios? (2)If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary:(a)$ 130,174,919,625 (d)1,480 Non-Discretionary:(b)$ 232,418,850 (e)268 Total:(c)$ 130,407,338,475 (f)1,748 Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item. (3)What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-227 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 36/129 $ 0 Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services (2)Portfolio management for individuals and/or small businesses (3)Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) (4)Portfolio management for pooled investment vehicles (other than investment companies) (5)Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles) (6)Pension consulting services (7)Selection of other advisers (including private fund managers) (8)Publication of periodicals or newsletters (9)Security ratings or pricing services (10)Market timing services (11)Educational seminars/workshops (12)Other(specify): ADVICE TO CLIENTS ON MATTERS NOT INVOLVING SECURITIES Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 0 1 - 10 11 - 25 26 - 50 51 - 100 101 - 250 251 - 500 More than 500 If more than 500, how many? (round to the nearest 500) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-228 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 37/129 In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes No I.(1) Do you participate in a wrap fee program? (2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as: (a) sponsor to a wrap fee program $ (b) portfolio manager for a wrap fee program? $ (c) sponsor to and portfolio manager for the same wrap fee program? $ If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2). Yes No J.(1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments? (2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management? K. Separately Managed Account Clients Yes No (1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)? If yes, complete Section 5.K.(1) of Schedule D. (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-229 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 38/129 (3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D. (4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian. L. Marketing Activities Yes No (1) Do any of your advertisements include: (a) Performance results? (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings? (2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials, endorsements, or third-party ratings? (3) Do any of your advertisements include hypothetical performance ? (4) Do any of your advertisements include predecessor performance ? SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies If you check Item 5.G.(3), what is the SEC file number (811 or 814 number) of each of the registered investment companies and business development companies to which you act as an adviser pursuant to an advisory contract? You must complete a separate Schedule D Section 5.G.(3) for each DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-230 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 39/129 registered investment company and business development company to which you act as an adviser. SEC File Number 811 - 23282 Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise. No Information Filed SECTION 5.I.(2) Wrap Fee Programs No Information Filed SECTION 5.K.(1) Separately Managed Accounts After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-231 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 40/129 consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a)Asset Type Mid-year End of year (i)Exchange-Traded Equity Securities 0 %0 % (ii)Non Exchange-Traded Equity Securities 0 %0 % (iii)U.S. Government/Agency Bonds 44 %40 % (iv)U.S. State and Local Bonds 1 %1 % (v)Sovereign Bonds 0 %0 % (vi)Investment Grade Corporate Bonds 21 %23 % (vii)Non-Investment Grade Corporate Bonds 0 %0 % (viii)Derivatives 0 %0 % (ix)Securities Issued by Registered Investment Companies or Business Development Companies 0 %0 % (x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies) 0 %0 % (xi)Cash and Cash Equivalents 16 %18 % (xii)Other 18 %19 % Generally describe any assets included in "Other" COLLATERALIZED MORTGAGE OBLIGATIONS, ASSET-BACKED SECURITIES, STABLE VALUE GICS (b)Asset Type End of year (i)Exchange-Traded Equity Securities % (ii)Non Exchange-Traded Equity Securities % (iii)U.S. Government/Agency Bonds % (iv)U.S. State and Local Bonds % (v)Sovereign Bonds % (vi)Investment Grade Corporate Bonds % (vii)Non-Investment Grade Corporate Bonds % (viii)Derivatives % (ix)Securities Issued by Registered Investment Companies or Business Development Companies % (x)Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development % DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-232 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 41/129 Companies) (xi)Cash and Cash Equivalents % (xii)Other % Generally describe any assets included in "Other" SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b). (a)In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f). You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-233 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 42/129 Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings (3) Derivative Exposures (a) Interest Rate Derivative (b) Foreign Exchange Derivative (c) Credit Derivative (d) Equity Derivative (e) Commodity Derivative (f) Other Derivative Less than 10%$$%%%%%% 10-149%$$%%%%%% 150% or more $$%%%%%% Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings (3) Derivative Exposures (a) Interest Rate Derivative (b) Foreign Exchange Derivative (c) Credit Derivative (d) Equity Derivative (e) Commodity Derivative (f) Other Derivative Less than 10%$$%%%%%% 10-149%$$%%%%%% 150% or more $$%%%%%% Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b)In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-234 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 43/129 You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10%$$ 10-149%$$ 150% or more $$ Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. SECTION 5.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under management. (a)Legal name of custodian: U.S. BANK NATIONAL ASSOCIATION (b)Primary business name of custodian: U.S. BANK NATIONAL ASSOCIATION (c)The location(s) of the custodian's office(s) responsible for custody of the assets : City: MINNEAPOLIS State: Minnesota Country: United States Yes No (d)Is the custodian a related person of your firm? (e)If the custodian is a broker-dealer, provide its SEC registration number (if any) - (f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-235 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 44/129 6BYL5QZYBDK8S7L73M02 (g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 33,312,028,855 (a)Legal name of custodian: WELLS FARGO BANK N.A. (b)Primary business name of custodian: WELLS FARGO BANK N.A. (c)The location(s) of the custodian's office(s) responsible for custody of the assets : City: PLYMOUTH MEETING State: Pennsylvania Country: United States Yes No (d)Is the custodian a related person of your firm? (e)If the custodian is a broker-dealer, provide its SEC registration number (if any) - (f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) (g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 12,816,509,551 (a)Legal name of custodian: BNY MELLON (b)Primary business name of custodian: BNY MELLON (c)The location(s) of the custodian's office(s) responsible for custody of the assets : City: NEW YORK State: New York Country: United States Yes No (d)Is the custodian a related person of your firm? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-236 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 45/129 (e)If the custodian is a broker-dealer, provide its SEC registration number (if any) - (f)If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) (g)What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 20,339,610,939 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-237 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 46/129 Item 6 Other Business Activities In this Item, we request information about your firm's other business activities. A. You are actively engaged in business as a (check all that apply): (1) broker-dealer (registered or unregistered) (2)registered representative of a broker-dealer (3)commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4)futures commission merchant (5)real estate broker, dealer, or agent (6)insurance broker or agent (7)bank (including a separately identifiable department or division of a bank) (8)trust company (9)registered municipal advisor (10)registered security-based swap dealer (11)major security-based swap participant (12)accountant or accounting firm (13)lawyer or law firm (14)other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D. Yes No B.(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (2)If yes, is this other business your primary business? If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name. Yes No (3)Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name. SECTION 6.A. Names of Your Other Businesses No Information Filed DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-238 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 47/129 SECTION 6.B.(2) Description of Primary Business Describe your primary business (not your investment advisory business): If you engage in that business under a different name, provide that name: SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. ADVICE TO CLIENTS ON MATTERS NOT INVOLVING SECURITIES SUCH AS ARBITRAGE REBATE SERVICES AND PAYMENT CARD SOLUTIONS If you engage in that business under a different name, provide that name: PFM FINANCIAL SERVICES LLC (PAYMENT CARD SOLUTIONS) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-239 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 48/129 Item 7 Financial Industry Affiliations In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients. A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under common control with you. You have a related person that is a (check all that apply): (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2)other investment adviser (including financial planners) (3)registered municipal advisor (4)registered security-based swap dealer (5)major security-based swap participant (6)commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7)futures commission merchant (8)banking or thrift institution (9)trust company (10)accountant or accounting firm (11)lawyer or law firm (12)insurance company or agency (13)pension consultant (14)real estate broker or dealer (15)sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (16)sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-240 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 49/129 You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. SECTION 7.A. Financial Industry Affiliations Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A. 1. Legal Name of Related Person: U.S. BANCORP ASSET MANAGEMENT, INC. 2.Primary Business Name of Related Person: U.S. BANCORP ASSET MANAGEMENT, INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 60125 or Other 4.Related Person's (a) CRD Number (if any): 111912 (b)CIK Number(s) (if any): CIK Number 1142147 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-241 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 50/129 (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-242 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 51/129 U.S. BANCORP INSURANCE SERVICES, LLC 2.Primary Business Name of Related Person: U.S. BANCORP INSURANCE SERVICES, LLC 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 4.Related Person's (a) CRD Number (if any): (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-243 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 52/129 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: U.S. BANCORP INVESTMENTS, INC. 2.Primary Business Name of Related Person: U.S. BANCORP INVESTMENTS, INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 68122 or Other 4.Related Person's DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-244 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 53/129 (a) CRD Number (if any): 17868 (b)CIK Number(s) (if any): CIK Number 786393 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-245 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 54/129 City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: U.S. BANK NATIONAL ASSOCIATION 2.Primary Business Name of Related Person: U.S. BANK NATIONAL ASSOCIATION 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) - or Other 028-02267 4.Related Person's (a) CRD Number (if any): (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-246 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 55/129 (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1: 1555 N. RIVERCENTER DRIVE, SUITE 302 Number and Street 2: MK-WI-S302 City: MILWAUKEE State: Wisconsin Country: United States ZIP+4/Postal Code: 53212 If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-247 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 56/129 (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. Name of Country/English Name of Foreign Financial Regulatory Authority Other - CAYMAN ISLANDS & OTHER - CANADA 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? 1. Legal Name of Related Person: PFM FUND DISTRIBUTORS, INC. 2.Primary Business Name of Related Person: PFM FUND DISTRIBUTORS, INC. 3.Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 8 - 53496 or Other 4.Related Person's (a) CRD Number (if any): 114474 (b)CIK Number(s) (if any): No Information Filed 5.Related Person is: (check all that apply) (a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor (d) registered security-based swap dealer (e) major security-based swap participant (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant (h) banking or thrift institution DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-248 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 57/129 (i) trust company (j) accountant or accounting firm (k) lawyer or law firm (l) insurance company or agency (m) pension consultant (n) real estate broker or dealer (o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No 6.Do you control or are you controlled by the related person? 7.Are you and the related person under common control? 8.(a)Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b)If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c)If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets: Number and Street 1:Number and Street 2: City:State:Country:ZIP+4/Postal Code: If this address is a private residence, check this box: Yes No 9.(a)If the related person is an investment adviser, is it exempt from registration? (b)If the answer is yes, under what exemption? 10.(a)Is the related person registered with a foreign financial regulatory authority ? (b)If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered. No Information Filed 11.Do you and the related person share any supervised persons? 12.Do you and the related person share the same physical location? Item 7 Private Fund Reporting DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-249 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 58/129 Yes No B.Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting No Information Filed SECTION 7.B.(2) Private Fund Reporting No Information Filed DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-250 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 59/129 Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year. Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates. Proprietary Interest in Client Transactions A. Do you or any related person:Yes No (1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2)buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3)recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions B.Do you or any related person:Yes No (1)as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2)recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? (3)recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion C.Do you or any related person have discretionary authority to determine the:Yes No (1)securities to be bought or sold for a client's account? (2)amount of securities to be bought or sold for a client's account? (3)broker or dealer to be used for a purchase or sale of securities for a client's account? (4)commission rates to be paid to a broker or dealer for a client's securities transactions? D.If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E.Do you or any related person recommend brokers or dealers to clients? F.If you answer "yes" to E. above, are any of the brokers or dealers related persons? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-251 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 60/129 G.(1)Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2)If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934? H.(1)Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2)Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I.Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals? In your response to Item 8.I., do not include the regular salary you pay to an employee. In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-252 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 61/129 Item 9 Custody In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices. A. (1) Do you have custody of any advisory clients':Yes No (a) cash or bank accounts? (b) securities? If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2)If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody: U.S. Dollar Amount Total Number of Clients (a) $ 0 (b) 0 If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2). B.(1)In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No (a) cash or bank accounts? (b) securities? You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2)If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody: U.S. Dollar Amount Total Number of Clients (a) $ 71,531,178,088 (b) 469 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-253 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 62/129 C.If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply: (1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2)An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools. (3)An independent public accountant conducts an annual surprise examination of client funds and securities. (4)An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities. If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D). D.Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients?Yes No (1)you act as a qualified custodian (2)your related person(s) act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. E.If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced: F.If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? 1 SECTION 9.C. Independent Public Accountant You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Section 9.C. for each independent public accountant. (1)Name of the independent public accountant: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-254 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 63/129 ERNST & YOUNG LLP (2)The location of the independent public accountant's office responsible for the services provided: Number and Street 1:Number and Street 2: 220 SOUTH SIXTH STREET SUITE 1400 City:State:Country:ZIP+4/Postal Code: MINNEAPOLIS Minnesota United States 55402 Yes No (3)Is the independent public accountant registered with the Public Company Accounting Oversight Board? If "yes," Public Company Accounting Oversight Board-Assigned Number: 42 (4)If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules? (5)The independent public accountant is engaged to: A. audit a pooled investment vehicle B. perform a surprise examination of clients' assets C. prepare an internal control report (6)Since your last annual updating amendment, did all of the reports prepared by the independent public accountant that audited the pooled investment vehicle or that examined internal controls contain unqualified opinions? Yes No Report Not Yet Received If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-255 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 64/129 Item 10 Control Persons In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only. If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C. Yes No A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D. B.If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information Filed SECTION 10.B. Control Person Public Reporting Companies B. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reporting company): (1)Full legal name of the public reporting company:U.S. BANCORP (2)The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company):36104 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-256 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 65/129 Item 11 Disclosure Information In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration. Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are. If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed. You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11. Yes No Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP: A. In the past ten years, have you or any advisory affiliate:Yes No (1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2)been charged with any felony? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending. B.In the past ten years, have you or any advisory affiliate: (1)been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2)been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-257 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 66/129 For "yes" answers to the following questions, complete a Regulatory Action DRP: C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:Yes No (1)found you or any advisory affiliate to have made a false statement or omission? (2)found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3)found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)entered an order against you or any advisory affiliate in connection with investment-related activity? (5)imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: (1)ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2)ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3)ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5)ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E.Has any self-regulatory organization or commodities exchange ever: (1)found you or any advisory affiliate to have made a false statement or omission? (2)found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)? (3)found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted? (4)disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F.Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended? G.Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-258 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 67/129 For "yes" answers to the following questions, complete a Civil Judicial Action DRP: H. (1)Has any domestic or foreign court:Yes No (a)in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b)ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c)ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority? (2)Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H. (1)? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-259 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 68/129 Item 12 Small Businesses The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7. Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration. For purposes of this Item 12 only: Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger). Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person. Yes No A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C. B.Do you: (1)control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2)control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? C.Are you: (1)controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2)controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-260 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 69/129 Schedule A Direct Owners and Executive Officers 1.Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information. 2.Direct Owners and Executive Officers. List below the names of: (a)each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions; (b)if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (c)if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital; (d)in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e)if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers. 3.Do you have any indirect owners to be reported on Schedule B? Yes No 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual. 5.Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6.Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10%C - 25% but less than 50%E - 75% or more 7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c)Complete each column. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Title or Status Date Title or Status Acquired MM/YYYY Ownership Code Control Person PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. KARWEJNA, LEO, JOSEPH I CHIEF COMPLIANCE OFFICER 03/2011 NA Y N 2782481 SCHIEBEL, KENNETH, ERIC I CHIEF 12/2021 NA Y N 2143541 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-261 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 70/129 INVESTMENT OFFICER MOLLOY, JOHN, WILLIAM I CHIEF ADMNISTRATIVE OFFICER 12/2021 NA Y N 1939358 U.S. BANCORP ASSET MANAGEMENT, INC. DE SHAREHOLDER 12/2021 E Y N 111912 THOLE, ERIC, JAMES I CEO & PRESIDENT 12/2021 NA Y N 2871223 ERTEL, RICHARD, JUDE I CHIEF COUNSEL & SECRETARY 12/2021 NA Y N 2656477 STEVENSON, JILL, MICHELE I TREASURER 12/2021 NA Y N 1401275 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-262 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 71/129 Schedule B Indirect Owners 1.Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information. 2.Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below: (a)in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b)in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c)in the case of an owner that is a trust, the trust and each trustee; and (d)in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers. 3.Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given. 4.In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. 5.Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6.Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75%F - Other (general partner, trustee, or elected manager) 7.(a)In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b)In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c)Complete each column. FULL LEGAL NAME (Individuals: Last Name, First Name, Middle Name) DE/FE/I Entity in Which Interest is Owned Status Date Status Acquired MM/YYYY Ownership Code Control Person PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax No. or Employer ID No. U.S. BANK NATIONAL ASSOCIATION DE U.S. BANCORP ASSET MANAGEMENT, INC. SHAREHOLDER 03/2001 E Y N 028-02267 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-263 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 72/129 U.S. BANCORP DE U.S. BANK NATIONAL ASSOCIATION SHAREHOLDER 07/1958 E Y Y 41-0255900 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-264 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 73/129 Schedule D - Miscellaneous You may use the space below to explain a response to an Item or to provide any other information. REGARDING SCHEDULE B - INDIRECT OWNERSHIP, THIS IS TO CONFIRM THAT U.S. BANCORP HAS NO OWNERS OF 25% OR MORE. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-265 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 74/129 Schedule R No Information Filed DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-266 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 75/129 DRP Pages CRIMINAL DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.A. or 11.B. of Form ADV. Criminal Check item(s) being responded to: 11.A(1) 11.A(2) 11.B(1) 11.B(2) Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. Multiple counts of the same charge arising out of the same event(s) should be reported on the same DRP. Unrelated criminal actions, including separate cases arising out of the same event, must be reported on separate DRPs. Use this DRP to report all charges arising out of the same event. One event may result in more than one affirmative answer to the items listed above. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANCORP DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-267 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 76/129 (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. If charge(s) were brought against an organization over which you or an advisory affiliate exercise(d) control: Enter organization name, whether or not the organization was an investment-related business and your or the advisory affiliate's position, title, or relationship. 2.Formal Charge(s) were brought in: (include name of Federal, Military, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case number). UNITED STATES DISTRICT COURT - SOUTHERN DISTRICT OF NEW YORK - 1:18-CR-00150-LAK-1 3.Event Disclosure Detail (Use this for both organizational and individual charges.) A. Date First Charged (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: B.Event Disclosure Detail (include Charge(s)/Charge Description(s), and for each charge provide: (1) number of counts, (2) felony or misdemeanor, (3) plea for each charge, and (4) product type if charge is investment-related). A CRIMINAL INFORMATION WAS FILED ON FEBRUARY 15, 2018, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK CHARGING U.S. BANCORP ("USB") WITH (1) ONE COUNT OF WILLFULLY FAILING TO MAINTAIN AN ADEQUATE ANTI-MONEY LAUNDERING PROGRAM, IN VIOLATION OF 31 U.S.C. §§ 5318(H) AND 5322(A), AND (2) ONE COUNT OF WILLFULLY FAILING TO FILE A SUSPICIOUS ACTIVITY REPORT, IN VIOLATION OF 31 U.S.C. §§ 5318(G) AND 5322(A) AND 31 C.F.R. § 1020.320(A) (THE "INFORMATION"). USB WAIVED INDICTMENT, AGREED TO THE FILING OF THE INFORMATION, AND ACCEPTED AND ACKNOWLEDGED RESPONSIBILITY FOR THE DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-268 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 77/129 ACTS OF ITS OFFICERS AND EMPLOYEES AS SET FORTH IN THE ACCOMPANYING STATEMENT OF FACTS. A PLEA WAS NOT ENTERED IN RESPECT OF ANY OF THE CHARGES. C.Did any of the Charge(s) within the Event involve a felony? Yes No D.Current status of the Event? Pending On Appeal Final E.Event Status Date (complete unless status is Pending) (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted, acquitted, dismissed, pretrial, etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentence - suspension, probation, etc.), (e) Start Date of Penalty, (f) Penalty/Fine Amount, and (g) Date Paid. ON FEBRUARY 15, 2018, USB ENTERED INTO A DEFERRED PROSECUTION AGREEMENT ("DPA") WITH THE OFFICE OF THE UNITED STATES ATTORNEY FOR THE SOUTHERN DISTRICT OF NEW YORK ("DOJ"). PROSECUTION WAS DEFERRED FOR TWO YEARS FROM THE DATE OF THE DPA. AS PART OF THE DPA, USB SETTLED ANY AND ALL CRIMINAL CLAIMS FOR THE SUM OF $528,000,000, LESS THE AMOUNT OF ANY CIVIL MONEY PENALTY PAID BY USB TO THE OFFICE OF THE COMPTROLLER OF THE CURRENCY IN CONNECTION WITH ITS CONCURRENT SETTLEMENT, PAID TO THE DOJ ON FEBRUARY 15, 2018. 5.Provide a brief summary of circumstances leading to the charge(s) as well as the disposition. Include the relevant dates when the conduct which was the subject of the charge(s) occurred. (Your response must fit within the space provided.) AS DESCRIBED IN THE DPA, FROM 2009 TO 2014, USB WILLFULLY FAILED TO ESTABLISH, IMPLEMENT, AND MAINTAIN AN ADEQUATE ANTI- MONEY LAUNDERING PROGRAM AND INTENTIONALLY IMPLEMENTED AND MAINTAINED BANK SECRECY ACT AND ANTI-MONEY LAUNDERING ("BSA/AML") SYSTEMS AND POLICIES THAT RESULTED IN USB FAILING TO IDENTIFY SUSPICIOUS ACTIVITY FLOWING THROUGH USB DUE TO A FAILURE TO PROVIDE ADEQUATE BSA/AML STAFFING AND RESOURCES. FROM OCTOBER 2011 TO NOVEMBER 2013, USB, ACCORDING TO THE DPA, ALSO WILLFULLY FAILED TO TIMELY REPORT SUSPICIOUS TRANSACTIONS OF A PARTICULAR CLIENT INVOLVING PROCEEDS FROM AN ILLEGAL PAYDAY LENDING SCHEME. PURSUANT TO THE DPA, USB AGREED TO PAY A CRIMINAL FINE, CONTINUE ITS ONGOING EFFORT TO IMPLEMENT AND MAINTAIN AN ADEQUATE BSA/AML PROGRAM, PROVIDE SEMI-ANNUAL REPORTS TO THE DOJ OF REMEDIAL CHANGES TO USB'S BSA/AML COMPLIANCE PROGRAM, AND CONTINUE COOPERATING WITH GOVERNMENT AGENCIES REGARDING RELATED MATTERS FOR TWO YEARS (UNLESS THE DPA IS OTHERWISE EXTENDED). REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-269 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 78/129 Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-270 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 79/129 registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) CONSUMER FINANCIAL PROTECTION BUREAU (CFPB) 2.Principal Sanction: Cease and Desist Other Sanctions: RESTITUTION TO AFFECTED CONSUMERS; UNDERTAKINGS REGARDING PLANS FOR COMPLYING WITH APPLICABLE FEDERAL CONSUMER FINANCIAL LAWS AND THE ORDER WITH RESPECT TO AUTO LOAN PROGRAMS DIRECTED TO MILITARY PERSONNEL AND FOR PROVIDING REDRESS TO AFFECTED CONSUMERS 3.Date Initiated (MM/DD/YYYY): 06/26/2013 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 2013-CFPB-0003 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-271 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 80/129 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Other Product Types: BANKING- ADD-ON PRODUCTS FINANCED ALONG WITH AUTO LOANS 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE CFPB FOUND THAT U.S. BANK HAD FAILED TO ACCURATELY DISCLOSE THE FINANCE CHARGE, ANNUAL PERCENTAGE RATE, PAYMENT SCHEDULE, AND TOTAL PAYMENTS FOR LOANS ISSUED TO PARTICIPANTS IN THE MILITARY INSTALLMENT LOANS AND EDUCATIONAL SERVICES (MILES) AUTO LOAN PROGRAM IN VIOLATION OF THE TRUTH IN LENDING ACT, 12 C.F.R. PART 1026, AND ALSO VIOLATED SECTIONS 1031 AND 1036 OF THE CONSUMER FINANCIAL PROTECTION ACT, 12 U.S.C. SECTIONS 5531 AND 5536, WHICH PROHIBIT "UNFAIR, DECEPTIVE, OR ABUSIVE" ACTS OR PRACTICES 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Consent 11.Resolution Date (MM/DD/YYYY): 06/26/2013 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-272 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 81/129 B.Other Sanctions Ordered: U.S. BANK WAS REQUIRED TO OBTAIN A DETERMINATION OF NON-OBJECTION FROM THE CFPB FOR A COMPLIANCE PLAN DESIGNED TO ENSURE THAT U.S. BANK, WHEN OFFERING OR PROVIDING SERVICES RELATED TO AUTO LOAN PROGRAMS DIRECTED TO MILITARY SERVICE PERSONNEL, COMPLIES WITH ALL APPLICABLE FEDERAL CONSUMER FINANCIAL LAWS AND THE TERMS OF THE ORDER. U.S. BANK WAS ALSO REQUIRED TO SUBMIT A PLAN OF REDRESS CONSISTENT WITH THE ORDER THAT SPECIFIED THE PROCESS FOR REIMBURSEMENT OF AFFECTED PARTICIPANTS. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: THROUGH JULY 2014, U.S. BANK MADE RESTITUTION PAYMENTS TO PARTICIPANT ACCOUNTS IN THE TOTAL AMOUNT OF $3.5 MILLION. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON JUNE 26, 2013, THE CFPB ISSUED A CEASE AND DESIST ORDER TO U.S. BANK AND REQUIRED RESTITUTION OF $3.5 MILLION BE PAID TO AFFECTED PARTICIPANT ACCOUNTS. THE CFPB ALSO REQUIRED U.S. BANK TO TAKE CERTAIN MEASURES WITH RESPECT TO ITS GOVERNANCE AND OVERSIGHT OF AUTO LOAN PROGRAMS DIRECTED TO SERVICE MILITARY SERVICE PERSONNEL. U.S. BANK CONSENTED TO THE ENTRY OF THE ORDER. THROUGH JULY 2014, U.S. BANK MADE RESTITUTION PAYMENTS TO PARTICIPANT ACCOUNTS IN THE TOTAL AMOUNT OF $3.5 MILLION. THE CFPB RELEASED U.S. BANK FROM THE ORDER ON NOVEMBER 12, 2014. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-273 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 82/129 One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number: 17868 This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANCORP INVESTMENTS, INC. (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-274 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 83/129 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 2.Principal Sanction: Other Sanctions: 3.Date Initiated (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-275 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 84/129 10.How was matter resolved: 11.Resolution Date (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-276 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 85/129 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-277 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 86/129 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) OFFICE OF THE COMPTROLLER OF THE CURRENCY 2.Principal Sanction: Civil and Administrative Penalt(ies) /Fine(s) Other Sanctions: 3.Date Initiated (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: AA-EC-2018-84 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): N/A 6.Principal Product Type: No Product Other Product Types: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-278 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 87/129 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): U.S. BANK NATIONAL ASSOCIATION ("U.S. BANK") FAILED TO ADOPT AND IMPLEMENT AN ADEQUATE BANK SECRECY ACT AND ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM AND FAILED TO FILE ALL NECESSARY SUSPICIOUS ACTIVITY REPORTS RELATED TO SUSPICIOUS CUSTOMER ACTIVITY. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: N/A If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Order 11.Resolution Date (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 75,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: N/A Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-279 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 88/129 PURSUANT TO A CONSENT ORDER FOR A CIVIL MONEY PENALTY (THE "OCC ORDER"), THE OFFICE OF THE COMPTROLLER OF THE CURRENCY ("OCC") REQUIRED U.S. BANK TO PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $75,000,000. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). U.S. BANK PAID A CIVIL MONEY PENALTY IN THE AMOUNT OF $75,000,000 TO THE OCC. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-280 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 89/129 If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) OFFICE OF THE COMPTROLLER OF THE CURRENCY (OCC) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-281 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 90/129 2.Principal Sanction: Restitution Other Sanctions: CIVIL MONEY PENALTY; UNDERTAKINGS REGARDING GOVERNANCE AND OVERSIGHT OF THIRD-PARTY VENDORS AND ADD-ON CONSUMER PRODUCTS 3.Date Initiated (MM/DD/YYYY): 02/24/2014 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: AA-EC-2014-36 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Other Product Types: BANKING-IDENTITY PROTECTION AND CREDIT MONITORING SERVICES SOLD AS ADD-ON PRODUCTS FOR CREDIT CARDS AND OTHER BANKING PRODUCTS 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE OCC IDENTIFIED DEFICIENCIES IN U.S. BANK'S PRACTICES RELATED TO BILLING PRACTICES WITH REGARD TO IDENTITY PROTECTION PRODUCTS THAT RESULTED IN A VIOLATION OF SECTION 5 OF THE FEDERAL TRADE COMMISSION ACT, 15 U.S.C. SEC. 45(A)(1), WHICH PROHIBITS UNFAIR ACTS OR PRACTICES. FROM FEBRUARY 2003 TO AUGUST 2012, U.S. BANK RECEIVED A SUBSTANTIAL PORTION OF THE FEES PAID BY CUSTOMERS OF U.S. BANK FOR IDENTITY THEFT PROTECTION PRODUCTS SOLD AND BILLED TO SUCH CUSTOMERS BY A THIRD PARTY SERVICE PROVIDER, INCLUDING FEES PAID BY CERTAIN CUSTOMERS WHO WERE NOT RECEIVING THE CREDIT MONITORING AND/OR CREDIT REPORT RETRIEVAL SERVICES OFFERED BY SUCH PRODUCTS. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-282 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 91/129 10.How was matter resolved: Order 11.Resolution Date (MM/DD/YYYY): 09/24/2014 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 4,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: THE OCC REQUIRED U.S. BANK TO IMPROVE ITS GOVERNANCE OF THIRD-PARTY VENDORS ASSOCIATED WITH ADD-ON CONSUMER PRODUCTS AND TO SUBMIT TO THE OCC A THIRD-PARTY MANAGEMENT PROGRAM PLAN FOR ADD-ON CONSUMER PRODUCTS MARKETED OR SOLD BY U.S. BANK OR ITS VENDORS. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: ON OCTOBER 3, 2014, U.S. BANK PAID A $4 MILLION CIVIL MONEY PENALTY TO THE U.S. TREASURY AS REQUIRED UNDER THE CONSENT ORDER. U.S. BANK WILL MAKE REDRESS PAYMENTS TO CUSTOMER ACCOUNTS IN THE TOTAL AMOUNT OF $50,574,500. REDRESS PAYMENTS WILL BEGIN UPON RECEIVING NON-OBJECTION DETERMINATIONS ON U.S. BANK'S REDRESS PLAN FROM THE OCC AND THE CONSUMER FINANCIAL PROTECTION BUREAU (CFPB). REDRESS PAYMENTS ARE EXPECTED TO BE COMPLETED BY FOURTH QUARTER 2015. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON SEPTEMBER 24, 2014, THE OCC ISSUED A CONSENT ORDER, IN COORDINATION WITH SEPARATE ACTION TAKEN BY THE CFPB, WHICH ASSESSED A $4 MILLION CIVIL MONEY PENALTY AGAINST U.S. BANK AND ORDERED RESTITUTION (REDRESS) TO AFFECTED CONSUMER ACCOUNTS. THE OCC ALSO REQUIRED U.S. BANK TO TAKE CERTAIN MEASURES WITH RESPECT TO ITS GOVERNANCE AND OVERSIGHT OF THIRD- PARTY VENDORS AND ADD-ON CONSUMER PRODUCTS. U.S. BANK CONSENTED TO THE ENTRY OF THE ORDER. U.S. BANK WILL MAKE REDRESS PAYMENTS TO CUSTOMER ACCOUNTS IN THE TOTAL AMOUNT OF $50,574,500. REDRESS PAYMENTS WILL BEGIN UPON RECEIVING NON- OBJECTION DETERMINATIONS ON U.S. BANK'S REDRESS PLAN FROM THE OCC AND THE CFPB. REDRESS PAYMENTS ARE EXPECTED TO BE COMPLETED BY FOURTH QUARTER 2015. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-283 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 92/129 GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-284 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 93/129 Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) CONSUMER FINANCIAL PROTECTION BUREAU (CFPB) 2.Principal Sanction: Restitution Other Sanctions: CIVIL MONEY PENALTY; UNDERTAKINGS REGARDING GOVERNANCE AND OVERSIGHT OF THIRD-PARTY VENDORS AND ADD-ON CONSUMER PRODUCTS 3.Date Initiated (MM/DD/YYYY): DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-285 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 94/129 09/24/2014 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 2014-CFPB-0013 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Other Product Types: BANKING-IDENTITY PROTECTION AND CREDIT MONITORING SERVICES SOLD AS ADD-ON PRODUCTS FOR CREDIT CARDS AND OTHER BANK PRODUCTS 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE CFPB IDENTIFIED DEFICIENCIES IN U.S. BANK'S PRACTICES RELATED TO BILLING PRACTICES WITH REGARD TO IDENTITY PROTECTION PRODUCTS THAT RESULTED IN VIOLATIONS OF SECTIONS 1031 AND 1036 OF THE CONSUMER FINANCIAL PROTECTION ACT OF 2010, 12 U.S.C. SECTIONS 5531 AND 5536, WHICH PROHIBIT "UNFAIR, DECEPTIVE, OR ABUSIVE" ACTS OR PRACTICES. FROM AT LEAST 2003 TO APPROXIMATELY AUGUST 2012, U.S. BANK RECEIVED A SUBSTANTIAL PORTION OF THE FEES PAID BY CUSTOMERS OF U.S. BANK FOR IDENTITY THEFT PROTECTION PRODUCTS SOLD AND BILLED TO SUCH CUSTOMERS BY A THIRD PARTY SERVICE PROVIDER, INCLUDING FEES PAID BY CERTAIN CUSTOMERS WHO WERE NOT RECEIVING THE CREDIT MONITORING AND/OR CREDIT REPORT RETRIEVAL SERVICES OFFERED BY SUCH PRODUCTS. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Other 11.Resolution Date (MM/DD/YYYY): 09/24/2014 Exact Explanation DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-286 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 95/129 If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 5,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: THE CFPB REQUIRED U.S. BANK TO IMPROVE ITS GOVERNANCE OF THIRD-PARTY VENDORS ASSOCIATED WITH ADD-ON CONSUMER PRODUCTS AND TO SUBMIT TO THE CFPB A THIRD-PARTY MANAGEMENT PROGRAM PLAN FOR ADD-ON CONSUMER PRODUCTS MARKETED OR SOLD BY U.S. BANK OR ITS VENDORS. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: ON OCTOBER 3, 2014, U.S. BANK PAID A $5 MILLION CIVIL MONEY PENALTY TO THE CFPB AS REQUIRED UNDER THE CONSENT ORDER. U.S. BANK WILL MAKE REDRESS PAYMENTS TO CUSTOMER ACCOUNTS IN THE TOTAL AMOUNT OF $50,574,500. REDRESS PAYMENTS WILL BEGIN UPON RECEIVING NONOBJECTION DETERMINATIONS ON U.S. BANK'S REDRESS PLAN FROM CFPB AND THE OFFICE OF THE COMPTROLLER OF THE CURRENCY (OCC). REDRESS PAYMENTS ARE EXPECTED TO BE COMPLETED BY FOURTH QUARTER 2015. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON SEPTEMBER 24, 2014, THE CFPB ISSUED A CONSENT ORDER, IN COORDINATION WITH SEPARATE ACTION TAKEN BY THE OCC, WHICH ASSESSED A $5 MILLION CIVIL MONEY PENALTY AGAINST U.S. BANK AND ORDERED RESTITUTION (REDRESS) TO AFFECTED CONSUMER ACCOUNTS. THE CFPB ALSO REQUIRED U.S. BANK TO TAKE CERTAIN MEASURES WITH RESPECT TO ITS GOVERNANCE AND OVERSIGHT OF THIRD-PARTY VENDORS AND ADD-ON CONSUMER PRODUCTS. U.S. BANK CONSENTED TO THE ENTRY OF THE ORDER. U.S. BANK WILL MAKE REDRESS PAYMENTS TO CUSTOMER ACCOUNTS IN THE TOTAL AMOUNT OF $50,574,500. REDRESS PAYMENTS WILL BEGIN UPON RECEIVING NON-OBJECTION DETERMINATIONS ON U.S. BANK'S REDRESS PLAN FROM THE CFPB AND THE OCC. REDRESS PAYMENTS ARE EXPECTED TO BE COMPLETED BY FOURTH QUARTER 2015. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-287 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 96/129 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-288 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 97/129 This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (THE "FEDERAL RESERVE BOARD") 2.Principal Sanction: Civil and Administrative Penalt(ies) /Fine(s) Other Sanctions: CEASE AND DESIST 3.Date Initiated (MM/DD/YYYY): 04/13/2011 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 11-027-B-HC DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-289 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 98/129 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Other Product Types: RESIDENTIAL MORTGAGES 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE FEDERAL RESERVE BOARD IDENTIFIED CERTAIN DEFICIENCIES AND UNSAFE OR UNSOUND PRACTICES IN U.S. BANK'S RESIDENTIAL MORTGAGE SERVICING AND IN U.S. BANK'S INITIATION AND HANDLING OF FORECLOSURE PROCEEDINGS. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Stipulation and Consent 11.Resolution Date (MM/DD/YYYY): 01/12/2018 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 4,400,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: U.S. BANK WAS REQUIRED TO SUBMIT PLANS ACCEPTABLE TO THE FEDERAL RESERVE BOARD THAT WOULD, AMONG OTHER THINGS, STRENGTHEN COORDINATION OF COMMUNICATIONS WITH BORROWERS, ESTABLISH ROBUST CONTROLS AND OVERSIGHT OVER DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-290 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 99/129 ACTIVITIES OF THIRD-PARTY VENDORS THAT PROVIDE RELATED MORTGAGE AND FORECLOSURE SERVICES, PROVIDE REMEDIATION TO BORROWERS WHO SUFFERED FINANCIAL INJURY AS A RESULT OF PAST PRACTICES, AND STRENGTHEN PROGRAMS TO ENSURE COMPLIANCE WITH STATE AND FEDERAL LAWS REGARDING MORTGAGE SERVICING AND FORECLOSURES. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: ON JANUARY 12, 2018, IN CONNECTION WITH THE FEDERAL RESERVE BOARD'S TERMINATION OF ENFORCEMENT ACTIONS AGAINST U.S. BANK, U.S. BANK PAID A CIVIL MONEY PENALTY IN THE AMOUNT OF $4.4 MILLION. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON APRIL 13, 2011, THE FEDERAL RESERVE BOARD ISSUED A CONSENT ORDER REQUIRING U.S. BANK TO TAKE CERTAIN MEASURES WITH RESPECT TO ITS GOVERNANCE AND OVERSIGHT OF RESIDENTIAL MORTGAGE SERVICING AND INITIATION AND HANDLING OF FORECLOSURE PROCEEDINGS. U.S. BANK CONSENTED TO THE ENTRY OF THE ORDER. ON FEBRUARY 28, 2013, THE CONSENT ORDER WAS AMENDED TO MEMORIALIZE U.S. BANK'S AGREEMENT TO MAKE A CASH PAYMENT OF $80,060,193 INTO A QUALIFIED SETTLEMENT FUND FOR THE BENEFIT OF BORROWERS. ON JANUARY 12, 2018, IN CONNECTION WITH THE FEDERAL RESERVE BOARD'S TERMINATION OF ENFORCEMENT ACTIONS AGAINST U.S. BANK, U.S. BANK PAID A CIVIL MONEY PENALTY IN THE AMOUNT OF $4.4 MILLION. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-291 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 100/129 One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANCORP; USB AMERICAS HOLDINGS COMPANY (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-292 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 101/129 B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 2.Principal Sanction: Cease and Desist Other Sanctions: CIVIL AND ADMINISTRATIVE PENALTY(IES)/FINE(S) 3.Date Initiated (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 18-005-B-HC; 18-005-B-AC; 18-005-CMP-B-HC 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): N/A 6.Principal Product Type: No Product Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): U.S. BANCORP ("USB") LACKED ADEQUATE RISK MANAGEMENT AND COMPLIANCE POLICIES AND PROCEDURES TO ENSURE THAT ACTIVITIES CONDUCTED AT U.S. BANK NATIONAL ASSOCIATION ("U.S. BANK") AND USB AMERICAS HOLDINGS COMPANY (THE "AGREEMENT CORPORATION") DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-293 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 102/129 COMPLIED WITH APPLICABLE BANK SECRECY ACT AND ANTI-MONEY LAUNDERING ("BSA/AML") AND OFAC RULES AND REGULATIONS AND WERE TIMELY REPORTED IN RESPONSE TO INQUIRIES BY THE FEDERAL RESERVE BANK OF MINNEAPOLIS ("RESERVE BANK"). 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Order 11.Resolution Date (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 15,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: PURSUANT TO AN ORDER TO CEASE AND DESIST AND ORDER OF ASSESSMENT OF A CIVIL MONEY PENALTY (THE "BOARD ORDER"), THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM ORDERED USB TO PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $15,000,000. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-294 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 103/129 must fit within the space provided). IN ADDITION TO PAYMENT OF THE CIVIL MONEY PENALTY, THE BOARD ORDER REQUIRES THAT USB AND/OR THE AGREEMENT CORPORATION SUBMIT TO THE RESERVE BANK WRITTEN PLANS REGARDING ITS BSA/AML AND OFAC COMPLIANCE AND BOARD OVERSIGHT THEREOF. THE BOARD ORDER ALSO REQUIRES THAT USB ACT AS A SOURCE OF STRENGTH TO U.S. BANK, INCLUDING TAKING STEPS TO ENSURE U.S. BANK COMPLIES WITH ANY SUPERVISORY ACTION TAKEN AGAINST U.S. BANK BY ITS REGULATORS. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-295 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 104/129 ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) FINANCIAL CRIMES ENFORCEMENT NETWORK 2.Principal Sanction: Other DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-296 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 105/129 Other Sanctions: STIPULATION AND ORDER OF SETTLEMENT AND DISMISSAL 3.Date Initiated (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: 1:18-CV-01358 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): N/A 6.Principal Product Type: No Product Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): U.S. BANK NATIONAL ASSOCIATION ("U.S. BANK") WILLFULLY FAILED TO MAINTAIN AN ADEQUATE ANTI-MONEY LAUNDERING ("AML") PROGRAM AND TO REPORT SUSPICIOUS TRANSACTIONS RELEVANT TO A POSSIBLE VIOLATION OF LAW OR REGULATIONS. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Order 11.Resolution Date (MM/DD/YYYY): 02/15/2018 Exact Explanation If not exact, provide explanation: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-297 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 106/129 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 70,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: PURSUANT TO A STIPULATION AND ORDER OF SETTLEMENT AND DISMISSAL (THE "FINCEN SETTLEMENT"), U.S. BANK NATIONAL ASSOCIATION ("U.S. BANK") ACCEPTED AND ACKNOWLEDGED RESPONSIBILITY FOR FACTS AND CONDUCT PROVIDED IN A STATEMENT OF FACTS BY THE FINANCIAL CRIMES ENFORCEMENT NETWORK ("FINCEN") AND AGREED TO PAY A PENALTY OF $185 MILLION, WHICH WILL BE DEEMED SATISFIED BY A PAYMENT OF $70 MILLION TO THE TREASURY DEPARTMENT AND PAYMENT BY U.S. BANCORP OF ITS PAYMENT OBLIGATION UNDER THE DEFERRED PROSECUTION AGREEMENT WITH THE UNITED STATES. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). PURSUANT TO THE FINCEN SETTLEMENT, FOR A PERIOD OF TWO YEARS, U.S. BANK WILL PROVIDE FINCEN WITH ANNUAL REPORTS IDENTIFYING REMEDIAL ACTIONS U.S. BANK HAS TAKEN TO ADDRESS PRIOR DEFICIENCIES IN ITS BSA/AML PROGRAM AND DESCRIBING INDEPENDENT TESTING CONDUCTED ON THE BANK'S BSA FUNCTIONS. U.S. BANK ALSO AGREED TO COOPERATE WITH FINCEN IN ITS RELATED INVESTIGATIONS AND TO CONTINUE ITS COMMITMENT TO IMPROVE ITS BSA/AML PROGRAM AND TRANSACTION MONITORING. U.S. BANK PAID A CIVIL MONEY PENALTY IN THE AMOUNT OF $70,000,000. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-298 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 107/129 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-299 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 108/129 If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) OFFICE OF THE COMPTROLLER OF THE CURRENCY (OCC) 2.Principal Sanction: Undertaking Other Sanctions: CIVIL MONEY PENALTY 3.Date Initiated (MM/DD/YYYY): 04/13/2011 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: AA-EC-11-18 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-300 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 109/129 Other Product Types: RESIDENTIAL MORTGAGES 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE OCC IDENTIFIED CERTAIN DEFICIENCIES AND UNSAFE OR UNSOUND PRACTICES IN U.S. BANK'S RESIDENTIAL MORTGAGE SERVICING AND IN U.S. BANK'S INITIATION AND HANDLING OF FORECLOSURE PROCEEDINGS. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Stipulation and Consent 11.Resolution Date (MM/DD/YYYY): 02/08/2016 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 10,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: THE OCC'S CONSENT ORDER REQUIRED U.S. BANK TO TAKE CERTAIN MEASURES WITH RESPECT TO ITS GOVERNANCE AND OVERSIGHT OF RESIDENTIAL MORTGAGE SERVICING AND INITITATION AND HANDLING OF FORECLOSURE PROCEEDINGS Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-301 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 110/129 portion of penalty was waived: U.S. BANK WAS REQUIRED TO (1) IMPLEMENT A COMPLIANCE PROGRAM DESIGNED TO ENSURE THAT U.S. BANK'S MORTGAGE SERVICING AND FORECLOSURE OPERATIONS COMPLY WITH ALL APPLICABLE LEGAL REQUIREMENTS, OCC SUPERVISORY GUIDANCE, AND THE REQUIREMENTS OF THE ORDER AND ARE CONDUCTED IN A SAFE AND SOUND MANNER; (2) RETAIN AN INDEPENDENT CONSULTANT TO CONDUCT A FORECLOSURE REVIEW FOR LOANS SERVICED BY U.S. BANK PENDING AT ANY TIME FROM JANUARY 1, 2009 TO DECEMBER 31, 2010, AS WELL AS RESIDENTIAL FORECLOSURE SALES THAT OCCURRED DURING THIS TIME PERIOD (THE "FORECLOSURE REPORT"); AND (3) REMEDIATE ANY FINANCIAL INJURY TO BORROWERS CAUSED BY ANY ERRORS, MISREPRESENTATIONS, OR OTHER DEFICIENCIES IDENTIFIED IN THE FORECLOSURE REPORT. PURSUANT TO AN AMENDMENT TO THE CONSENT ORDER, DATED FEBRUARY 28, 2013, U.S. BANK WAS REQUIRED TO MAKE A CASH PAYMENT OF $80,060,193 INTO A QUALIFIED SETTLEMENT FUND FOR THE BENEFIT OF BORROWERS. ON FEBRUARY 8, 2016, IN CONNECTION WITH THE OCC'S TERMINATION OF THE ORDER, U.S. BANK PAID A CIVIL MONEY PENALTY IN THE AMOUNT OF $10 MILLION. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON APRIL 13, 2011, THE OCC ISSUED A CONSENT ORDER REQUIRING U.S. BANK TO TAKE CERTAIN MEASURES WITH RESPECT TO ITS GOVERNANCE AND OVERSIGHT OF RESIDENTIAL MORTGAGE SERVICING AND INITIATION AND HANDLING OF FORECLOSURE PROCEEDINGS. U.S. BANK CONSENTED TO THE ENTRY OF THE ORDER. PURSUANT TO AN AMENDMENT TO THE CONSENT ORDER, DATED FEBRUARY 28, 2013, U.S. BANK WAS REQUIRED TO MAKE A CASH PAYMENT OF $80,060,193 INTO A QUALIFIED SETTLEMENT FUND FOR THE BENEFIT OF BORROWERS. ON JUNE 16, 2015, U.S. BANK AGREED TO AMEND THE CONSENT ORDER. THE AMENDMENT REQUIRED U.S. BANK TO COMPLETE AN ACTION PLAN TO RESOLVE OUTSTANDING ISSUES UNDER THE CONSENT ORDER AND OBTAIN APPROVAL FROM THE OCC BEFORE TAKING CERTAIN ACTIONS RELATED TO RESIDENTIAL MORTGAGE SERVICING. ON FEBRUARY 8, 2016, IN CONNECTION WITH THE OCC'S TERMINATION OF THE ORDER, U.S. BANK PAID A CIVIL MONEY PENALTY IN THE AMOUNT OF $10 MILLION. GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-302 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 111/129 with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-303 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 112/129 B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) OFFICE OF THE COMPTROLLER OF THE CURRENCY 2.Principal Sanction: Undertaking Other Sanctions: 3.Date Initiated (MM/DD/YYYY): 10/23/2015 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: AA-EC-2015-77 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Other Other Product Types: BANKING 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE OFFICE OF THE COMPTROLLER OF THE CURRENCY ("OCC") IDENTIFIED DEFICIENCIES IN U.S. BANK'S BANK SECRECY ACT/ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM. 8. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-304 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 113/129 Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Stipulation and Consent 11.Resolution Date (MM/DD/YYYY): 10/23/2015 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: ENHANCEMENTS TO U.S. BANK'S BANK SECRECY ACT/ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: THE OCC REQUIRED U.S. BANK TO IMPLEMENT CERTAIN ENHANCEMENTS TO U.S. BANK'S BANK SECRECY ACT/ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM. SOME OF THE COMPLIANCE PROGRAM ENHANCEMENTS AND OTHER ACTIONS REQUIRED BY THE CONSENT ORDER HAVE ALREADY BEEN, OR ARE CURRENTLY IN THE PROCESS OF BEING, IMPLEMENTED. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON OCTOBER 23, 2015, U.S. BANK ENTERED INTO A CONSENT ORDER WITH THE OCC CONCERNING DEFICIENCIES IN ITS BANK SECRECY ACT/ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM, AND REQUIRING AN ONGOING EVALUATION AND REMEDIATION OF THAT PROGRAM. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-305 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 114/129 GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-306 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 115/129 Name:U.S. BANK MUNICIPAL SECURITIES GROUP, A DIVISION OF U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) SECURITIES AND EXCHANGE COMMISSION 2.Principal Sanction: Cease and Desist Other Sanctions: CIVIL MONETARY PENALTY; UNDERTAKINGS REGARDING RETENTION OF INDEPENDENT CONSULTANT TO REVIEW POLICIES AND PROCEDURES RELATED TO MUNICIPAL SECURITIES UNDERWRITING DUE DILIGENCE DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-307 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 116/129 3.Date Initiated (MM/DD/YYYY): 09/30/2015 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: FILE NO. 3-16873 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Debt - Municipal Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): U.S. BANK MUNICIPAL SECURITIES GROUP, A DIVISION OF U.S. BANK NATIONAL ASSOCIATION ("USBMSG"), IS A REGISTERED MUNICIPAL SECURITIES DEALER AND UNDERWRITER. THE SECURITIES AND EXCHANGE COMMISSION ("SEC") IN 2014 INITIATED THE MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION INITIATIVE ("MCDC"). MCDC REQUIRED UNDERWRITERS OF MUNICIPAL SECURITIES TO SELF-REPORT TRANSACTIONS IN WHICH THE UNDERWRITER FAILED TO CONFIRM THE ACCURACY OF THE ISSUER'S REPRESENTATIONS REGARDING ITS COMPLIANCE WITH PRIOR CONTINUING DISCLOSURE UNDERTAKINGS. USBMSG SELF-REPORTED ONE SUCH INSTANCE. 8.Current Status? Pending On Appeal Final 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Acceptance, Waiver & Consent(AWC) 11.Resolution Date (MM/DD/YYYY): 09/30/2015 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-308 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 117/129 A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 60,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: ON OCTOBER 1, 2015, U.S. BANK PAID A CIVIL MONETARY PENALTY OF $60,000. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). USBMSG CONSENTED TO THE SEC'S OFFER OF SETTLEMENT AND THE SEC ISSUED A CEASE AND DESIST ORDER RELATED TO THAT VIOLATION ON SEPTEMBER 30, 2015. USBMSG PAID A CIVIL PENALTY OF $60,000 AND HAS, AMONG OTHER THINGS, AGREED TO RETAIN A CONSULTANT TO REVIEW ITS POLICIES AND PROCEDURES GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of Form ADV. Regulatory Action Check item(s) being responded to: 11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5) 11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5) 11.E(1) 11.E(2) 11.E(3) 11.E(4) 11.F. 11.G. Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-309 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 118/129 One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-310 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 119/129 B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Regulatory Action initiated by: SEC Other Federal State SRO Foreign (Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) OFFICE OF THE COMPTROLLER OF THE CURRENCY (OCC) 2.Principal Sanction: Civil and Administrative Penalt(ies) /Fine(s) Other Sanctions: 3.Date Initiated (MM/DD/YYYY): 04/25/2017 Exact Explanation If not exact, provide explanation: 4.Docket/Case Number: AA-EC-2017-12 5.Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable): 6.Principal Product Type: Banking Products (Other than CD(s)) Other Product Types: 7.Describe the allegations related to this regulatory action (your response must fit within the space provided): THE OCC IDENTIFIED DEFICIENCIES IN U.S. BANK'S PRACTICES RELATED TO BANKRUPTCY COURT FILINGS COMPLETED BETWEEN 2009 AND 2014 THAT DID NOT COMPLY WITH BANKRUPTCY LAWS. 8.Current Status? Pending On Appeal Final DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-311 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 120/129 9.If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only. 10.How was matter resolved: Stipulation and Consent 11.Resolution Date (MM/DD/YYYY): 04/25/2017 Exact Explanation If not exact, provide explanation: 12.Resolution Detail: A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 15,000,000.00 Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions Ordered: Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: ON APRIL 24, 2017, U.S. BANK PAID A $15 MILLION CIVIL MONEY PENALTY TO THE U.S. TREASURY AS REQUIRED UNDER THE CONSENT ORDER. 13.Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided). ON APRIL 25, 2017, THE OCC ISSUED A CONSENT ORDER WHICH ASSESSED A $15 MILLION CIVIL MONEY PENALTY AGAINST U.S. BANK. U.S. BANK CONSENTED TO ENTRY OF THE ORDER AND PAID THE CIVIL MONEY PENALTY TO THE U.S. TREASURY. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-312 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 121/129 CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) GENERAL INSTRUCTIONS This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A or Item 2.F. of Part 1B of Form ADV. Civil Judicial Check Part 1A item(s) being responded to: 11.H(1)(a) 11.H(1)(b) 11.H(1)(c) 11.H(2) Check Part 1B item(s) being responded to: 2.F(1) 2.F(2) 2.F(3) 2.F(4) 2.F(5) Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page. One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated civil judicial actions must be reported on separate DRPs. PART I A. The person(s) or entity(ies) for whom this DRP is being filed is (are): You (the advisory firm) You and one or more of your advisory affiliates One or more of your advisory affiliates If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box. ADV DRP - ADVISORY AFFILIATE CRD Number:This advisory affiliate is a Firm an Individual Registered: Yes No Name:U.S. BANK NATIONAL DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-313 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 122/129 ASSOCIATION (For individuals, Last, First, Middle) This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser. This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor. If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago. This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances: B.If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U- 4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided. Yes No NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records. PART II 1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.) UNITED STATES COMMODITY FUTURES TRADING COMMISSION (CFTC) 2.Principal Relief Sought: Injunction Other Relief Sought: UNDERTAKING TO MAKE MONETARY CONTRIBUTION TO PEREGRINE FINANCIAL GROUP, INC. TRUSTEE 3.Filing Date of Court Action (MM/DD/YYYY): 02/04/2015 Exact Explanation If not exact, provide explanation: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-314 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 123/129 4.Principal Product Type: Other Other Product Types: BANKING 5.Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case Number): UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF IOWA EASTERN DIVISION; CASE NUMBER: 6:13-CV-2041-LRR 6.Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable): 7.Describe the allegations related to this civil action (your response must fit within the space provided): PLAINTIFF CFTC ALLEGED VIOLATIONS OF SECTION 4D(B) OF THE COMMODITY EXCHANGE ACT, 7 U.S.C. § 6D(B), AND REGULATION 1.20(A), 17 C.F.R. § 1.20(A). THOSE PROVISIONS ADDRESS SEGREGATION AND HANDLING OF FUTURES COMMISSION MERCHANT ("FCM") CUSTOMER FUNDS. PEREGRINE FINANCIAL GROUP, INC. ("PEREGRINE"), AN FCM, WAS A U.S. BANK CUSTOMER AND HAD AN ACCOUNT AT U.S. BANK DESIGNATED TO HOLD CUSTOMER SEGREGATED FUNDS. THE CFTC ALLEGED THAT U.S. BANK'S HANDLING OF THAT ACCOUNT DID NOT CONFORM TO STATUTORY AND REGULATORY REQUIREMENTS. 8.Current Status? Pending On Appeal Final 9.If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY): 10.If pending, date notice/process was served (MM/DD/YYYY): Exact Explanation If not exact, provide explanation: If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only. 11.How was matter resolved: Consent 12.Resolution Date (MM/DD/YYYY): 02/04/2015 Exact Explanation If not exact, provide explanation: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-315 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 124/129 13.Resolution Detail: A. Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)? Monetary/Fine Amount: $ Revocation/Expulsion/Denial Disgorgement/Restitution Censure Cease and Desist/Injunction Bar Suspension B.Other Sanctions: U.S. BANK AGREED TO MAKE A ONE-TIME PAYMENT OF $18 MILLION TO THE PEREGRINE TRUSTEE, WHICH FUNDS WILL BE PAID TO PEREGRINE CUSTOMERS HOLDING DOMESTIC FUTURES ACCOUNTS. IT IS NOT A SANCTION, FINE OR PENALTY. C.Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived: THE CONSENT ORDER PERMANENTLY ENJOINS U.S. BANK FROM VIOLATING SECTION 4D(B) OF THE COMMODITY EXCHANGE ACT, 7 U.S.C. § 6D(B), AND REGULATION 1.20(A), 17 C.F.R. § 1.20(A). ON FEBRUARY 11, 2015, PURSUANT TO THE CONSENT ORDER, U.S. BANK MADE A ONE-TIME PAYMENT IN THE AMOUNT OF $18 MILLION TO THE COURT-APPOINTED TRUSTEE FOR PEREGRINE, WHICH PAYMENT REPRESENTS MONIES THAT WILL BE PAID TO PEREGRINE CUSTOMERS HOLDING DOMESTIC FUTURES ACCOUNTS, AND NOT A FINE OR PENALTY. 14.Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space provided). IN AGREEING TO THE ENTRY OF THE CONSENT ORDER, U.S. BANK ADMITTED NO WRONGDOING, AND THE COURT HAS MADE NO FINDING THAT U.S. BANK COMMITTED ANY VIOLATION OF THE COMMODITY EXCHANGE ACT, 7 U.S.C. § 6D(B), OR REGULATION 1.20(A), 17 C.F.R. § 1.20(A). PURSUANT TO THE CONSENT ORDER, U.S. BANK'S PAYMENT OF $18 MILLION IS NOT A FINE OR PENALTY, AND THE MONIES SHALL BE PAID BY THE PEREGRINE TRUSTEE TO PEREGRINE CUSTOMERS HOLDING DOMESTIC FUTURES ACCOUNTS. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-316 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 125/129 Part 2 Exemption from brochure delivery requirements for SEC-registered advisers SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure. Yes No Are you exempt from delivering a brochure to all of your clients under these rules? If no, complete the ADV Part 2 filing below. Amend, retire or file new brochures: Brochure ID Brochure Name Brochure Type(s) 359074 PFMAM UPDATED BROCHURE - DECEMBER 23, 2021 Pension plans/profit sharing plans, Pension consulting, Foundations/charities, Government/municipal, Private funds or pools, Selection of Other Advisers/Solicitors 366510 PFMAM UPDATED BROCHURE - MARCH 30, 2022 Pension plans/profit sharing plans, Pension consulting, Foundations/charities, Government/municipal, Private funds or pools, Selection of Other Advisers/Solicitors DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-317 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 126/129 Part 3 CRS Type(s)Affiliate Info Retire There are no CRS filings to display. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-318 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 127/129 Execution Pages DOMESTIC INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: ERIC J. THOLE Date: MM/DD/YYYY 03/30/2022 Printed Name: ERIC J. THOLE Title: CEO & PRESIDENT Adviser CRD Number: 122141 NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-319 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 128/129 1. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing. 2. Appointment and Consent: Effect on Partnerships If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners. 3. Non-Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: Date: MM/DD/YYYY Printed Name:Title: DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-320 3/30/2022 IARD - All Sections [User Name: jkruger3, OrgID: 122141] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=&viewChanges=N&FLNG_PK=1620322 129/129 © 2022 FINRA. All rights reserved. FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc.Privacy Legal Terms & Conditions Adviser CRD Number: 122141 DocuSign Envelope ID: B991EC67-688A-46FF-B44B-82E1F448A5BA Item 1I-321 Form ADV, Part 2A Brochure March 30, 2022 213 Market Street Harrisburg, PA 17101-2141 717-231-6200 (phone) 717-233-6073 (fax) www.pfmam.com SEC File No. 801-60449 IARD/CRD No. 122141 Item 1I-322 Form ADV, Part 2A 3/30/2022 PAGE 2 Brochure What you need to know This brochure provides information about the qualifications and business practices of PFM Asset Management LLC (PFMAM). If you have any questions about the contents of this brochure, please contact us at pfmamrequest@pfmam.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about PFMAM is also available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for PFM Asset Management LLC is 122141. PFMAM is a Registered Investment Adviser. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. Notice of material changes We may, at any time, make material changes to this Brochure and if we do, we will either send you a copy or offer to send you a copy (either by electronic means (email) or in hard copy form). If you would like another copy of this Brochure, please download it from the SEC website as indicated above or you may contact our Chief Compliance Officer, Leo Karwejna, at 717-231-6200 or at pfmamrequest@pfmam.com. Item 1I-323 Form ADV, Part 2A 3/30/2022 PAGE 3 Table of Contents Item 4: Advisory Business .............................................................................................................................4 Item 5: Fees and Compensation ...................................................................................................................7 Item 6: Performance-Based Fees and Side-by-Side Management ............................................................. 10 Item 7: Types of Clients .............................................................................................................................. 10 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 10 Item 9: Disciplinary Information ................................................................................................................ 17 Item 10: Other Financial Industry Activities and Affiliations ....................................................................... 17 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...................................................................................... 18 Item 12: Brokerage Practices ....................................................................................................................... 20 Item 13: Review of Accounts ....................................................................................................................... 21 Item 14: Client Referrals and Other Compensation .................................................................................... 22 Item 15: Custody .......................................................................................................................................... 22 Item 16: Investment Discretion ................................................................................................................... 22 Item 17: Voting Client Securities ................................................................................................................. 23 Item 18: Financial Information .................................................................................................................... 24 Item 1I-324 Form ADV, Part 2A 3/30/2022 PAGE 4 Item 4: Advisory Business Effective December 7, 2021, PFMAM became a wholly-owned subsidiary of U.S. Bancorp Asset Management, Inc. (USBAM). USBAM is a direct wholly-owned subsidiary of U.S. Bank National Association (U.S. Bank) and an indirect wholly-owned subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. PFMAM continues to operate as a separate registered investment adviser. Prior to December 7, 2021, PFMAM was part of the PFM Group of companies which included Public Financial Management, Inc. (PFM, Inc.). PFM, Inc. was founded in 1975 to provide independent financial advisory services to the public sector and began providing investment advisory services to public entities in 1980. Effective June 1, 2016, financial advisory services historically offered through PFM, Inc. were offered through a new operating company, PFM Financial Advisors LLC (PFMFA). PFM, Inc., PFMFA, PFMAM and certain other affiliated companies were collectively referred to as “PFM”. PFMAM and other related businesses within PFM were indirect, wholly owned subsidiaries of a holding company, named PFM I, LLC. PFMAM is a Delaware limited liability company. As of December 31, 2021, the amount of client assets we managed on a discretionary basis was $130,174,919,625 and the amount we managed on a nondiscretionary basis was $232,418,850. In addition, as of December 31, 2021, we provided investment consulting services with respect to assets in the amount of $46,879,044,599. We offer the following types of investment advice: Discretionary Advice We offer discretionary advisory services for government, nonprofit and other institutional investors who invest in fixed-income and multi-asset class strategies. When a client gives us investment discretion, we have the authority to determine, without obtaining specific approval, (1) overall asset allocation, (2) the specific securities to be bought and sold, (3) the amount of securities to be bought and sold and (4) the broker or dealer through which the securities are bought or sold. For some accounts we may also have discretion to select the manager or sub- adviser to be utilized to manage some, or all, of the portfolio assets. These decisions are subject to limitations of law and restrictions in the contract with our client and limitations in our client’s written investment policies. For discretionary advisory engagements, we assume day-to-day management responsibility for the assets covered by the investment advisory agreement. Examples of the securities we may recommend include U.S. Treasury securities, Federal Agency securities, high-grade corporate obligations, mortgage and asset backed securities, municipal securities, institutional mutual funds (including exchange traded funds [ETFs]) and money market instruments. We arrange for the purchase and sale of these securities to meet the investment objectives and cash flow requirements of each client. We manage many fixed-income portfolios on a total return basis. We also implement liability-driven strategies that seek to generate cash flows from a portfolio of fixed-income securities to match specific liabilities such as bond-funded defeasance accounts, construction accounts and insurance liabilities. We also provide services to the PFM Multi-Manager Series Trust (MMST or the Trust), a registered open- end investment company, utilizing predominantly a manager-of-managers structure. The Trust offers several funds (MMST Funds), with each MMST Fund having specific investment objectives, policies, and restrictions. We are responsible for, among other overall management services, determining investment strategies, selecting and monitoring unaffiliated investment sub-advisers for each MMST Fund and for allocating and reallocating assets among the sub-advisers consistent with each MMST Fund’s investment objective and strategies. We can also purchase securities directly for the MMST Funds. For some of our clients, including trusts, pension plans, endowments, foundations, other post-employment benefits (OPEB) plans or other similar asset pools, we serve as a discretionary manager to invest a client’s assets in Item 1I-325 Form ADV, Part 2A 3/30/2022 PAGE 5 multiple types of investments. Generally, these accounts include a variety of asset classes, which may include domestic equity, international equity, fixed income and alternative asset classes, including shares of MMST Funds. We provide discretionary multi-asset class investment services for multi-asset class mandates (sometimes known as outsourced CIO, implemented consulting and a variety of other generic terms). We work with the client to determine a target asset allocation based on a variety of risk and return characteristics. We then implement the asset allocation, either by buying shares of mutual funds (including ETF’s and shares of the MMST Funds) and/or pooled funds or other investment vehicles (collectively, Funds), or by selecting separate investment managers (sub- advisers) who will manage separate accounts of specific asset classes and/or strategies. Under this approach, we have discretion to make the initial selection of the Funds or investment sub-advisers. We also provide ongoing periodic monitoring by evaluating the Fund’s or the investment sub-adviser's portfolio management philosophy, policies, processes, controls, personnel and investment performance. Clients who hire us give us authority to change, drop or add funds or investment sub-advisers. The client generally gives the investment sub-advisers both investment and brokerage discretion in managing its portion of the portfolio. We prepare for these clients periodic reports on the investment performance of the various funds, investment sub-advisers and the portfolio as a whole. We also offer clients the option to integrate ESG (Environmental, Social and Governance) factors into the investment approach employed for their separately managed fixed-income or multi-asset class strategies. Through this approach, our clients define objective ESG investment parameters that would be applied to select permitted issuers for their separately managed fixed-income portfolio and permitted funds, strategies and/or managers for their multi-asset class strategies. In addition, our multi-asset class ESG strategy provides clients with the option to implement ESG into a dedicated sleeve of the portfolio or in funds or managers that incorporate ESG themes or considerations. We utilize third-party ESG data and analytics to evaluate issuer level and equity fund level ESG risks. For multi-asset class strategies, eligible domestic equity funds are required to meet certain screening criteria on a best- efforts basis. We monitor those funds’ ESG risk scores to help ensure they continue to exhibit the appropriate ESG risk characteristics. Services to Registered Investment Companies and Local Government Investment Pools PFMAM currently provides investment advisory and/or administrative services to 18 pooled investment programs (generally known as local government investment pools) across 15 states and one registered investment company whose series or classes are registered in multiple states. We generally, but not always, provide administration services and an affiliate generally provides distribution services as described in this document. Where PFMAM is the investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions are described in the relevant offering documents for the vehicle. Nondiscretionary Advice We also may provide advice on a nondiscretionary basis where we offer clients investment recommendations, subject to their specific approval and further execution instructions. In this case our client makes trades directly or specifically approves our purchase or sale of specific securities, which may include non-negotiable certificates of deposit. Consulting Services We also provide nondiscretionary investment consulting services to: • governmental entities, • public, Taft-Hartley and corporate pension funds, • hospital endowments and foundations, • trusts, • OPEB plans, and • other similar institutional investors. Item 1I-326 Form ADV, Part 2A 3/30/2022 PAGE 6 As a consultant we may provide advice to the client in developing or revising its investment policy, evaluating investment options, establishing and implementing a target asset allocation, determining performance benchmarks, and selecting money managers, pooled trusts or mutual funds to carry out the client’s investment strategy. Subject to the client’s specific approval, we may also purchase or sell pooled trusts or mutual funds, hire or drop managers, or reallocate assets between managers or funds. We typically begin these services by assessing the client's investment objectives, time horizon and risk tolerance and liquidity needs, if any. As part of our consulting service, we provide reporting that may include an inventory of holdings, portfolio analytics, credit analysis and investment performance, and whether the client’s portfolio complies with its investment policy. Our consulting services to OPEB plans and pension plans may involve financial reporting, analyzing cash flow implications of different funding strategies, and other matters relating to the OPEB benefits or pension benefits and funding arrangements. Often, we perform these services by working with our client’s other professional advisors, such as the client’s auditor or actuary. Structured Products We also provide analytical services for structuring and procuring portfolios in connection with the current issuance or advance refunding of municipal bonds and the investment of bond proceeds. For these engagements we arrange for purchases of specific securities that are generally government obligations or structured investments such as forward delivery agreements or guaranteed investment contracts by obtaining bids on a competitive basis or by negotiating on behalf of our client. Services for Corporations, Insurers, Banks and Other Similar Financial Institutions We also provide discretionary and nondiscretionary advice tailored for corporations, insurers, banks and other similar financial institutions which invest in fixed-income securities. These services are tailored to the particular investment needs, restrictions and requirements which apply to these types of clients. These services may be subject to limitations of certain industry or regulatory requirements, and any other restrictions in the contract with our client and our client’s written investment policies. Examples of the securities we may recommend include U.S. Treasury securities, Federal Agency securities, high-grade corporate obligations, mortgage and asset backed securities, institutional bond mutual funds, municipal securities and money market instruments. We arrange for or recommend the purchase and sale of these securities to meet the investment objective, strategies, and risk preferences of each client. Stable Value Management We also offer stable value investment strategies for employee benefit plans that typically include fixed- income investments and benefit-responsive wrap contracts or "wrappers" offered by insurance companies and banks with an overall objective of seeking capital preservation and current income. Stable value strategies are generally offered to defined contribution retirement plan participants either as a separately managed account which we presently offer or via a sponsor’s commingled fund. These structures may utilize any or all of the following types of investments, which we refer to as “stable value contracts”: • Guaranteed Investment Contracts (GIC): A stable value investment contract issued by an insurance company that pays a specified rate of return for a specified period and is backed by the financial strength of the issuing entity. The GIC is supported by securities which are typically held on the issuing insurer’s balance sheet in either a general or separate account. • Synthetic GIC: A stable value investment contract issued by an insurance company or a bank that simulates the performance of a GIC through the use of financial instruments. The underlying assets Item 1I-327 Form ADV, Part 2A 3/30/2022 PAGE 7 associated with a synthetic GIC are held in trust for the benefit of the investing plan’s participants. Those assets typically include high-quality fixed-income securities which are actively managed. To enable the policyholder to realize a specific known value for the assets if it there is a need to liquidate them, synthetic GICs utilize a benefit-responsive wrap contract that is designed to provide market, credit and cash flow risk protection to the policyholder. • Separate Account GIC: A stable value investment contract issued by an insurance company. The underlying assets which we may sub-advise are owned by the issuing insurance company but held in a separate account for the benefit of a participating plan or plans. Synthetic GICs and separate account GICs typically require that the account be managed within specified investment guidelines as a part of the underwriting and contract process of the issuer of the contract. These additional guidelines serve to limit the scope or types of investments otherwise included within a client portfolio. As part of a stable value strategy for the assets we manage, we make allocations to various underlying internally managed PFMAM and externally managed third-party fixed income investment accounts, monitor and manage portfolio duration within defined ranges, and coordinate the resources of various investment, legal and compliance professionals and third-party managers. An ongoing review of portfolio structure, cash flow history, guidelines and objectives for each client occurs. We may provide a full range of services such as advising on overall structure or third-party manager asset allocation. Acquiring stable value contracts is an important aspect of stable value management. Where requested, we will identify and select, or assist in the selection of, the financial organizations issuing stable value contracts and negotiate contracts on behalf of clients. General Approach to Advisory Services We tailor our advisory services taking into account the following factors: • the services that the client has requested, • the client’s investment objective, • the client’s investment policy, • the client’s time horizon, • the client’s risk tolerance, • the client’s liquidity needs, if any. A client may impose additional restrictions, including restrictions on the types, quality or maturity of securities in which we can invest. We adhere to any investment restrictions provided by the client. Item 5: Fees and Compensation The fees we charge our advisory clients vary depending upon several factors including the types of investments permitted, the personnel providing the advisory services, the particular strategy, the size of portfolio being managed, the relationship with the client, and service requirements associated with the account. Fees may also differ based on account type (e.g., a commingled, pooled account or a separate individual portfolio account). Fees for Discretionary Advice – Separate Accounts We generally receive compensation calculated as a percentage of assets we manage. We receive this compensation after a service is provided, and we bill in arrears on a monthly or quarterly basis. As a general guideline, we charge the following fees for investment advisory services for fixed-income separate account management and stable value strategy management: Item 1I-328 Form ADV, Part 2A 3/30/2022 PAGE 8 Fixed-Income Assets Under Management Annual Rate First $25,000,000 0.25% In excess of $25,000,000 0.15% Stable Value Assets Under Management Annual Rate First $50,000,000 0.30% Next $50,000,000 0.25% Next $150,000,000 0.15% Next $250,000,000 0.10% In excess of $500,000,000 0.075% Generally, the fees we charge for these types of engagements are calculated based on the value of the assets as determined by us using the agreed-upon measure in the contract with our client. As a general guideline for the multi-asset class discretionary management, we charge the following fees for investment advisory services: Assets Under Management Annual Rate First $10,000,000 0.45% Next $10,000,000 0.35% Next $30,000,000 0.25% Next $50,000,000 0.20% In excess of $100,000,000 0.15% Generally, the fees we charge for these types of engagements are calculated based on the agreed-upon measure in the contract with our client, typically market value of assets or amortized value plus accrued interest, as determined by the custodian. Registered Investment Company and Pools The fees we charge for the investment services we provide to the registered investment company and local government investment pools vary by program. The fee schedule may include various breakpoints depending on asset levels and may include fee caps or waivers which can be triggered by the overall expense ratio of the pool. We may also receive compensation for providing marketing and administrative services to the registered investment company or local government investment pools. We generally provide these administrative and marketing services as an integral part of our investment advisory services, and the fees we receive for these services may be included as a component of the investment advisory fees we charge. Item 1I-329 Form ADV, Part 2A 3/30/2022 PAGE 9 Nondiscretionary Advice We generally charge fixed fees for these services, depending upon the services that the client requests, and the complexity of the services. We also offer nondiscretionary advice on certificate of deposit investment programs, which are designed to provide clients with a fixed rate to a fixed maturity date. Fees typically range up to 0.25% per annum of the cost of the investment purchased by our clients. Under the certificate of deposit programs, we provide clients with the option to set aside moneys in client accounts to pay our fee after we have performed the service. Consulting Services For investment consulting services we generally charge clients either a fixed fee or a fee that is based on a percentage of assets. The fixed fee is based on the size of the portfolio, complexity, and scope of services which we perform. As a general guideline, we charge asset-based fees in a range from 0.05% to 0.30% annually, based on the characteristics listed above. From time to time, we charge hourly fees for these types of services. Structured Products In these engagements, we usually charge a fixed fee. We and our clients agree upon a fee at the outset of each of these engagements and the fee is a function of the size and complexity of the engagement. The client may pay the fee or may instruct the investment contract counterparty or underwriter in writing to pay our fee on the client’s behalf. As a general guideline, the typical fee for investment of municipal bond proceeds in a structured investment, or in a refunding bond escrow structuring and procurement engagement, is less than or equal to 0.20% of the cost of the portfolio or the sum of the total deposits under the agreement. In limited circumstances, the fee percentage will be higher, often because the portfolio is small. Other Important Information About Our Compensation Because we tailor our services to the individual needs of a client, we may offer clients more than one of the services described above. In addition, we may also provide services not mentioned above, such as assisting our clients with a one-time purchase or sale of securities. The fees we charge are negotiable and vary depending upon the particular services we perform and the complexity and extent of the work we provide. We may charge a minimum fee for small accounts, as explained in Item 5, subsection 1 above. Other than these minimum fee requirements, there are no other requirements for maintaining the account. Fees are negotiable so one client may pay a higher fee than another client with similar investment objectives or goals. For some accounts, we may charge a minimum fee and for some we may apply a fee cap. All fees are payable to us only after we perform the services. We do not require our clients to pay our fees in advance. Under the majority of our investment advisory engagements clients authorize us to deduct fees from their investment accounts after they are notified. Under some engagements, the client pays our fees from other sources. The method of payment of our fees is subject to negotiation, and clients have the ability to choose the method of payment, depending on the type of service. For most of our accounts, we bill monthly in arrears. Under some client contracts we bill the client quarterly. For some services, we bill the client on a one-time basis only when we complete the service. We have an affiliate, PFM Fund Distributors, Inc. (PFMFD), that is a broker-dealer under the Securities Exchange Act of 1934. PFMFD typically serves as exclusive distributor of shares of the registered investment company and local government investment pools (Pooled Funds) for which we serve as investment adviser and/or administrator and we receive fees from this arrangement, as more fully described in Item 10 below. Item 1I-330 Form ADV, Part 2A 3/30/2022 PAGE 10 No supervised person of our affiliated broker-dealer is compensated for the sale of securities. PFMAM employees are paid a base salary plus a year-end bonus. The annual bonus is dependent upon the profitability of the firm, each group’s contribution to the overall profitability of the firm, and each individual’s contribution to the group’s success. The firm’s compensation plan is intended to recognize and reward excellent performance on the part of individuals; however, no PFMAM employee is compensated on a commission-related basis. Item 6: Performance-Based Fees and Side-by-Side Management In rare instances we enter into advisory agreements under which the client pays us a fee, all or part of which is performance based. For example, we may enter into agreements where the client pays us all or part of our fee to the extent that the performance of the portfolio, we manage exceeds a predetermined benchmark, measured over a designated period of time. We may manage both accounts that are charged a performance-based fee and accounts which are charged other fees, typically a percentage of the value of assets managed. To address any concern that we may have an incentive to favor certain investment opportunities for a performance-based account we follow written procedures designed to allocate trades on an equitable basis considering the investment objectives of the account and without regard to whether an account has a performance-based fee. Accounts with the same objectives and permitted investments should receive a fair allocation over time of similar securities purchased. Item 7: Types of Clients PFMAM provides investment advisory services to institutional investors, including state and local governments and their agencies, local government investment pools, non-profit organizations, pension and OPEB funds, banks and corporations. For information concerning minimum fee requirements, please see Item 5 above. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Fixed-Income Portfolios – Analysis and Strategy Investment strategies are developed by the Fixed-Income Investment Committee which considers the macroeconomic, interest rate, credit market, and other conditions described below. The strategies provide guidance for portfolio managers with regard to appropriate duration and sector allocation for individual portfolios. We may use a variety of analyses as well as internal (including affiliates) and external data sources and market research. External sources include various news and information sources, books, government bulletins, databases, research prepared by others and publications from rating agencies, unaffiliated broker-dealers and third-party information providers. We also collect information from clients to determine their liquidity requirements, risk tolerances and any other policies or procedures that guide the investment of the client’s assets. For clients whose objectives are measured by total return or income our investment approach emphasizes the use of active management strategies that seek to add value. For liability-driven investment portfolios, such as those funded with bond proceeds and used to pay project costs, we identify securities whose cash flows are expected to meet a draw schedule and we may modify the portfolio as the draw schedule changes or as investment opportunities present themselves, although in the latter case the draw schedule is considered first when making modifications. Our Fixed-Income Active Management Process The following describes the principles of our fixed-income investment strategy: • Disciplined decision-making process, • Duration positioning to manage risk: generally manage durations so they are close to relevant benchmarks, usually no more than +/- 25% of a designated benchmark, and Item 1I-331 Form ADV, Part 2A 3/30/2022 PAGE 11 • Seek relative value through sector weightings, yield spread analysis, yield curve positioning, and duration management. We use top-down analysis to assess macroeconomic conditions including interest rates, the shape of the yield curve, Federal Reserve monetary policy, and current and historical yield spreads between sectors. Top-down analysis is a key element of our duration and sector allocation decision-making process. We believe identifying macro-level trends in these areas is important for adding value, controlling risk, and lowering volatility. We use a bottom-up approach to security selection that seeks to identify those industries and issuers with fundamental characteristics and financial strength that enhances their potential to perform well. We seek to combine fundamentally sound investments into a portfolio that optimizes return potential in consideration of investment guidelines or restrictions. Lastly, we incorporate low-risk active management techniques designed to augment our relative value approach. We believe active management can capture market inefficiencies that create opportunities for return enhancement. While we expect that every security we buy will be suitable to hold to maturity, we frequently identify opportunities to swap one investment for another to increase earnings, adjust portfolio duration, improve liquidity, or restructure a portfolio to better meet future needs. Many of the accounts we manage are short and intermediate-term fixed-income assets of governmental entities, so we have tailored our research capabilities and resources to this area of the market. Our portfolio managers and analytical team have access to three major on-line market trading systems: Bloomberg, MarketAxess, and TradeWeb. These systems provide active market quotes, including real-time securities pricing. We also have access to news from Bloomberg News, Dow Jones/Wall Street Journal, CNBC, and other public or specialized news services. In addition, we communicate daily with approximately 30 major government securities dealers and receive market information from them that assists us in identifying specific market opportunities. We supplement these external systems and data sources with proprietary analytic tools which we have developed. After selecting investments to meet cash flow requirements and other objectives, we may position a portfolio’s duration to take advantage of expected interest rate movements: positioning with a shorter bias when we expect rates to rise and longer when we expect rates to fall. We establish a duration (or average maturity) target for the portfolio based on our macro view of the economy and the financial markets, the type of funds, cash-flow analysis and benchmark chosen by a client. We seek to add value by re-balancing the portfolio to take advantage of market opportunities and in anticipation of interest rate movements. Duration targets for our strategies are established by our Fixed-Income Investment Committee and may be provided to our clients as a management and oversight tool. While maintaining the target duration range for a portfolio, we add value through asset allocation strategies which involve sector selection (security type), yield curve placement (maturity), yield spread analysis and issue selection. Our overall view of the financial markets provides the context for selecting maturities which we believe represent the best relative value along the yield curve and the highest potential for enhanced return, for example by “rolling down the curve” and for selecting specific securities within a sector. We perform proprietary analysis on the yield curve to identify “cheap” areas of the curve, and to evaluate a variety of portfolio structures. Using the results of this analysis, our portfolios may be over- or under-weighted in certain maturity ranges. We think there is a significant opportunity to enhance earnings with a strategy that focuses on the selection of securities based on relative value. Sectors are selected which represent the best relative value based on our sector outlook and historical sector spreads. Investments other than Treasuries are purchased when spreads are wide and avoided or sold when spreads are narrow. Our portfolio managers and traders are assigned to specific market sectors in order to monitor products and opportunities and these responsibilities run across all portfolios. Individual issues are selected based on our assessment of issuer financial quality and rating trends, interest rate spread, credit trends, issue structure and liquidity. Portfolios are generally diversified by security type and maturity to avoid a significant investment in a single issuer and to accommodate varying cash flow needs to provide periodic liquidity. Item 1I-332 Form ADV, Part 2A 3/30/2022 PAGE 12 We furnish monthly account summaries to each fixed-income portfolio client with assets under continuous management. The summaries include details of all transactions and holdings at the end of the period. We also provide account summaries on a daily basis via our internet portal. We may also provide an investment advice memorandum upon advising and/or completing an order for a buy or sell of securities. Fixed-Income Portfolios – Risk Our fixed-income strategies involve certain risks. For portfolios whose investments are limited to obligations of the U.S government we believe the risk of default is minimal; for those invested in obligations of Federal agencies, we believe the risk is nearly as low as it is for direct obligations of the U.S. government. Portfolios whose investments include corporate and municipal obligations are subject to the risk that an issuer will fail to pay principal or interest on a timely basis, while those containing mortgage-backed securities are subject to the risk of uncertain timing of principal payments. In order to manage risks, we seek to diversify portfolio holdings and we limit our investments in corporate and municipal obligations and in asset- and mortgage-backed securities to those that are investment grade. Portfolios are also subject to interest rate risk. This is because the market value of securities changes as interest rates change, with a rise in rates reducing market values and a decline in rates increasing market values. Changes in interest rates affect longer maturity securities more than they affect shorter maturity securities, other things being equal. We manage this risk by managing these portfolios within duration ranges consistent with portfolio objectives. Nonetheless, investors should expect to experience market value and total return volatility which can include unrealized losses in excess of periodic income. Although the investment strategies we employ do not involve significant or unusual risk beyond that of the general investment grade fixed-income markets, investors should recognize that investing in securities involves a risk of loss that the investor should be prepared to bear. Past performance is not a guarantee of future returns. The risk of our top-down strategy is that our macro view of the economy and financial markets is wrong and we position a portfolio’s duration or sector allocation in a manner that is not optimal. We seek to manage this risk by limiting variations from duration or maturity concentrations from those of client benchmarks and by diversifying holdings among security types. For liability-driven investment portfolios, we seek to minimize market risk by approximately matching portfolio cash flows with expected liabilities. The risk of our bottom-up strategy is that securities that we include in a portfolio because they are perceived to have relative value may later lose value when compared with the general fixed-income market. We seek to manage this risk by careful and systematic analysis of relative values, by performing credit analysis on issuers of securities we recommend and by diversifying holdings. Frequent trading of securities can create higher overall transaction costs that will reduce portfolio income. We manage portfolios actively and we seek to minimize trading costs by recommending liquid issues that are actively traded in the markets and by utilizing competitive bidding wherever feasible. Certain portfolios may invest in ETFs. An ETF is an individual security that trades on an exchange and represents a basket of securities or other assets that is designed to track the performance of specified indices, sectors or asset classes. ETFs are subject to various risks, including the ability of the ETF’s managers to meet the investment objective, and to manage appropriately the ETF’s portfolio when the underlying securities are redeemed or sold, particularly during periods of market turmoil and as investors’ perceptions regarding ETFs or their underlying investments change. There is also no guarantee that an ETF will achieve a high degree of correlation to its targeted index and therefore achieve its investment objective. Stable value strategies are subject to many of the risks described above as well as those risks related to stable value contracts, which are designed to permit plan participant withdrawals for permitted purposes in accordance with the plan, to occur at book value on the terms set forth in each contract. The obligations of providers of stable value contracts are those of the providers, not us. There is no guarantee that stable value contracts will continue to be valued at their contract value rather than market or fair Item 1I-333 Form ADV, Part 2A 3/30/2022 PAGE 13 value or that providers under stable value contracts will fulfill their obligations. If the assets under a stable value contract were revalued at their market values, for purposes of redeeming investments by participants in a retirement plan, this could cause a significant loss in value to the investor. In addition, certain stable value contracts typically provide for an adjustment to contract value if a security that is part of the covered assets defaults or otherwise has its credit risk deteriorate or becomes “impaired” as defined in the contract. The market for stable value contracts is limited. There can be no assurance that sufficient stable value contracts will be available in the future to replace or supplement existing contracts or, even if available, will be available on favorable financial terms. Certain stable value providers offer bundled arrangements, under which the provider has both the contract value obligation and the provider (or an affiliate) manages the underlying portfolio. Multi-Asset Class Asset Management – Analysis and Strategy The Multi-Asset Class Investment Committee: 1) oversees multi-asset class portfolio strategies by establishing asset allocation targets and approving investment sub-advisers (investment manager)/funds for all discretionary multi-asset class accounts; 2) provides investment and portfolio risk oversight for investment decisions; and 3) determines Capital Market Assumptions that are utilized to develop our multi-asset class portfolio strategies. Capital Market Assumptions are generally determined annually for intermediate- and long-term time periods and include expected returns and volatility measures for a wide range of asset classes. Intermediate-term (five years) assumptions are derived from our assessment of current economic conditions, including corporate profits, balance sheets, and current valuations for various asset classes. Long-term assumptions (thirty years) are derived using an economic building block approach that projects economic and corporate profit growth; and that takes into consideration the fundamental factors driving long-term real economic growth, and our expectation for inflation, productivity and labor force growth. We may use a variety of analyses as well as internal (including affiliates) and external data sources and market research. We use a consistent approach to multi-asset class accounts that involves: • Portfolio planning – we use a survey to facilitate a discussion with clients on all the asset classes to help decide which should be permitted in the final overall allocation. The survey also provides information about goals, objectives, cash flow projections, risk tolerance, ability to withstand losses, as well as the view of the economy and the markets. The survey is revisited periodically throughout the life of the engagement as client circumstances change. • Determining asset allocation structure – we believe that the asset allocation decision is the most important factor in determining the expected investment return of a portfolio. The use of the portfolio planning survey and Capital Market Assumptions allow us to determine an asset allocation plan for the client. We use a modeling program from Ibbotson Associates (now owned by Morningstar, Inc.), along with a proprietary modeling program which allow us to conduct a detailed asset/liability modeling study. Each model uses the latest historical data on asset class investment returns, volatility, and correlation with other asset classes. Our goal is to determine an “optimal” portfolio. We do this by running a series of tests on each model to determine the probability of achieving the desired investment objective under different market scenarios. Existing funding requirements may override the more subjective “tolerance for loss.” This process helps inform our clients of the range of outcome possibilities associated with each asset allocation plan, and to identify a plan that best meets the expectations set forth in the portfolio planning survey. • Investment manager selection – our research team monitors the investment products included in our client portfolios. The research team corresponds with investment managers on a regular basis and meets with them routinely to maintain an understanding of each manager’s investment process and strategy. As part of ongoing manager due diligence, research analysts run a series of risk/return statistics, peer universe analysis, portfolio attribution and style analysis on all investment strategies employed in our clients’ portfolios to help ensure they continue to be an appropriate component of the overall portfolio. • Rebalancing - we evaluate a client’s portfolio regularly to determine the need for rebalancing based on factors including current allocation targets, perceived assessment of relative value, and changes in Capital Market Assumptions. For multi-asset class portfolios where we have discretion, we establish Item 1I-334 Form ADV, Part 2A 3/30/2022 PAGE 14 target levels for each asset class in the planning stages along with a minimum /maximum range and may update these as our Capital Markets Assumptions and market conditions change. These parameters are recommended for inclusion in the client’s investment policy statement. • Ongoing Monitoring - we monitor a client’s asset allocation, as well as the portfolio’s money managers/mutual funds on an ongoing basis through detailed analysis and our proprietary manager ranking system. For our discretionary accounts, we may place a manager or fund on the watch list as a result of lagging performance, poor risk metrics and/or qualitative issues, among other things. Removal from the watch list is typically based on several quarters of improved performance against peers and an appropriate benchmark or remediation of other issues. If problems endure, probation is a subsequent step in the process of reviewing managers. Ultimately, if the problem persists, our Multi- Asset Class Investment Committee approves a termination recommendation. • Reporting – we report investment performance for multi-asset class accounts on at least a quarterly basis. Each client receives a report containing its own performance measures allowing the client to review its plan and its investment managers’ performance compared to the established benchmark, while monitoring cash flows and other financial indicators. There is also a review of the economy, financial markets and our investment strategy. Quarterly conference calls/meetings are held with clients to review performance reports. The strategies are implemented in multi-asset class accounts by investing in mutual funds or ETFs advised by advisers that are not affiliated with us. In MMST the strategies are implemented either by allocating assets to investment managers or by investing in mutual funds or ETFs advised by advisers that are not affiliated with us. Shares of MMST Funds may make up a portion or all of the assets of a client’s multi-asset class account. Multi-Asset Class Asset Management – Risk Investing in multi-asset class strategies involves a risk of loss that an investor should be prepared to bear. The investment strategies we employ do not involve significant or unusual risk beyond that of the general markets for international and domestic equities, fixed income, publicly traded real estate, and other investments we recommend. In order to manage the risks inherent in these markets we seek to diversify portfolios by blending equity, fixed income, and cash-based securities, in a manner that is designed to meet the client’s risk tolerance, with the objective of reducing the risk of long-term losses. There is no assurance that the clients objectives will be met. Past performance is not a guarantee of future returns. Investing in cash, fixed income, and equity funds through separate account managers, mutual funds or ETFs involves risk. Each asset class has its own idiosyncratic risk and return characteristics. In modeling portfolios for our clients, we assess the individual characteristics of asset classes from a historic and forward-looking point of view, to optimize the best blend given the client’s investment objectives and tolerance for risk. There is risk that our macro view of the economy and assumptions about asset class characteristics is wrong and we position a portfolio’s asset allocation in a manner that is not optimal. An ETF is an individual security that trades on an exchange and represents a basket of securities or other assets that is designed to track the performance of targeted indices, sectors or asset classes. ETFs are subject to various risks, including the ability of the ETF’s managers to meet the investment objective, and to manage appropriately the ETF’s portfolio when the underlying securities are redeemed or sold, particularly during periods of market turmoil and as investors’ perceptions regarding ETFs or their underlying investments change. There is also no guarantee that an ETF will achieve a high degree of correlation to its targeted index and therefore achieve its investment objective. Item 1I-335 Form ADV, Part 2A 3/30/2022 PAGE 15 Use of Co- and Sub-Advisers for Certain Strategy Implementations When third-party managers are engaged to carry out our fixed-income strategy or multi-asset class strategy, they are chosen based upon their skill in specific investment styles or sectors and there is risk involved. We employ a due diligence process to review the capabilities of any proposed third-party manager and monitor third parties on an ongoing basis. Specifically, we examine their experience, background, expertise, investment philosophies, applicable operational capabilities, and past performance to assess how the manager has invested over a period of time and in different economic conditions. We monitor managers, with such monitoring typically including evaluating the underlying holdings, strategies, concentrations, terms and performing reference checks as part of our initial and/or periodic risk assessment. A risk of investing with a third-party manager who has been successful in the past is that the third-party manager will not be able to replicate that success in the future. In addition, because we do not control the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager will deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment. Where multiple third-party managers are employed to manage a single account there is risk that the managers will have offsetting strategies or overlapping investment holdings. We do not control a third-party manager’s daily business, regulatory compliance or operations, and seek to mitigate the investment, business, regulatory and reputational risks by undertaking due diligence and ongoing monitoring of the managers including monitoring of their adherence to the investment policy and guidelines they are employed to implement. ESG Investing – Analysis and Strategy A growing number of investors are integrating environmental, social, and governance factors (ESG) into the investment decision making process. As such, we have developed an investment approach to help our clients implement ESG into their investment process and to manage ESG compliance on an ongoing basis. Our fixed-income ESG strategy provides our clients with the tools and methodology to develop and implement a customized ESG strategy based on their defined ESG criteria. We employ third parties such as Sustainalytics who provide ESG data and ratings of companies that issue securities that we may recommend. We may also use third-party sub-advisers to manage funds with specific ESG or impact investing goals, such as geographically-targeted mortgage-backed securities or municipals. We offer the potential for further customization through a range of screening tools, which can allow our clients to exclude specific issuers, industries, and funds based on certain defined criteria. Once objective ESG criteria are defined, we work with the client to evaluate investment strategies based on ESG investment parameters. Investment parameters are applied using an ESG risk rating system and other evaluation tools. The risk rating system is designed to objectively quantify an issuer’s or fund’s ESG risk from both an industry/sub-industry and issuer/fund- specific standpoint. Much like traditional credit ratings, the risk rating system provides a basis to evaluate issuers on a consistent basis and facilitates comparisons across industries and issuers. Our multi-asset class ESG investment strategy enables our clients to select approved funds that meet certain ESG risk rating threshold as determined by third-party providers. In addition, our multi-asset class ESG strategy provides clients with the option to implement ESG into a dedicated sleeve of the portfolio or into a customized ESG product that addresses a specific theme. The following provides some additional detail related to our ESG strategies: • ESG integration strategies include systematic and explicit consideration of ESG factors in the investment decision-making process. • Values-based strategies, including screening for or avoiding certain companies or industries as specified by the client. • Best in class strategies include making investments in companies based on positive ESG performance relative to industry peers. • Theme-based strategies, including making investments based on specific environmental or social themes or assets related to sustainability. • Hybrid strategy, including a combination of two or more of the above approaches. Item 1I-336 Form ADV, Part 2A 3/30/2022 PAGE 16 We work through this process with our clients to help them develop and implement ESG investment strategies that are customized to their sustainable investment objectives. This dynamic approach also provides our clients with the flexibility to modify their ESG strategy as their sustainable investment objectives evolve. ESG Risk ESG strategies could cause an account to perform differently compared to accounts that do not utilize ESG investment strategies. The criteria related to certain ESG strategies may result in an account forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so or selling securities for ESG reasons when it might be otherwise disadvantageous to do so. In addition, there is a risk that the companies identified by an ESG strategy do not operate as expected when addressing ESG issues. A company’s or fund’s ESG performance or performance of the strategy could vary over time, which could cause a portfolio to be temporarily invested in companies that do not comply with the client’s objectives in considering ESG characteristics. There can be significant differences in interpretations of what it means for a company to have positive ESG characteristics and strategy investment decisions may differ depending on these interpretations. In making investment decisions, we rely on information and data that could be incomplete or erroneous, which could cause us to incorrectly assess a company’s ESG characteristics. Consulting Engagements – Analysis Strategy and Risk For multi-asset class consulting engagements where we do not have discretion, the methods and analysis generally are similar to those for discretionary accounts as described above. However, determining asset allocation, setting an appropriate asset mix and manager selection are the responsibilities of the client, and not us. We generally make recommendations and report the results at quarterly client meetings and follow client direction with regard to selecting managers and re-balancing accounts. As directed by the client, managers may include those that are not approved for our discretionary accounts. In cases where a client directs assets to a manager that is not approved, the level of ongoing diligence we perform may be limited and clients acknowledge this in writing. Risk for these accounts is similar to risk for discretionary multi-asset class accounts. Regulatory Risk Changes to monetary policy by the Federal Reserve or other regulatory actions could expose fixed-income and related markets to heightened volatility, interest rate movements, yield spread changes, and reduced liquidity, which may impact the universe of potential investment options, market values, and return potential. Cybersecurity Risk In addition to the risks identified above for each strategy, investing involves various operational and financial risks associated with cybersecurity. These risks include both intentional and unintentional events at our facilities or at one of our clients, third-party counterparties or service providers, that may result in a theft, loss or corruption of data, result in the unauthorized release or other misuse of confidential information, and generally compromise our ability to conduct our business. A cybersecurity breach may also result in a third party obtaining unauthorized access to our clients’ information, including account numbers, account balances, and account holdings. We have established and maintain business continuity plans and cybersecurity systems and protections designed to reduce the risks associated with cybersecurity breaches. However, there are inherent limitations in these plans and systems, including that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. As such, there is no guarantee that such efforts will succeed, especially because we do not directly control the cybersecurity systems of clients, issuers, trading counterparties, or third-party service providers. There is also a risk that cybersecurity breaches may not be detected. Business, Terrorism, and Catastrophe Risks These are the risks of loss that may be incurred, indirectly, due to the occurrence of various events, including hurricanes, earthquakes and other natural disasters, terrorism and other catastrophic events such as a pandemic. Item 1I-337 Form ADV, Part 2A 3/30/2022 PAGE 17 These catastrophic risks of loss can be substantial and could have a material adverse effect on our business and on clients’ portfolios, including investments we make. Item 9: Disciplinary Information Our firm and our management personnel have no reportable disciplinary events to disclose. Item 10: Other Financial Industry Activities and Affiliations We and other entities under the common control of U.S. Bancorp, including USBAM, U.S. Bank, U.S. Bank Global Fund Services (USBGFS), and U.S. Bancorp Investments, Inc. (USBII), are related persons. We have certain relationships with related persons, as described below, which may conflict with clients’ interests. At a minimum, conflicts are addressed by disclosing the conflicts to affected clients or prospective clients. Our affiliate, PFMFD, is registered as a broker-dealer under the Securities Exchange Act of 1934. Its sole activities are to serve as exclusive distributor to the registered investment company and local government investment pools (Pooled Funds) for which we serve as investment adviser and/or administrator. If our client invests in a Pooled Fund, we disclose this relationship to the client, through the Form ADV Part 2A and the offering statement for the Pooled Fund. In addition, where Pooled Funds are employed as part of our investment strategy, our investment advisory agreement with the client provides that if we invest client assets in a Pooled Fund, either we will not take these assets into account for purposes of calculating our fees under the client’s investment advisory agreement, or we will credit the investment advisory fee we earn on the client’s Pooled Fund investment against investment advisory fees due us related to the client’s separately managed account that holds assets in the Pooled Fund. This includes any assets that we may invest in registered investment companies advised by USBAM. We serve as investment adviser to the MMST and the MMST Funds. We may enter arrangements with a third party to compensate for services provided. Such compensation payable to the third party is paid out of the fee we receive from the Pooled Fund. We also serve as administrator and/or investment adviser to the following local government investment pools: • California Asset Management Trust (CAMP), • Colorado Statewide Investment Pool (CSIP), • Florida Public Assets for Liquidity Management (FL PALM), • Illinois Trust, • Massachusetts Development Finance Agency Short-Term Asset Reserve Fund (Mass STAR), • Michigan Liquid Asset Fund Plus (MILAF+), • Minnesota Association of Governments Investing for Counties (MAGIC), • Minnesota School District Liquid Asset Fund Plus (MSDLAF+), • Missouri Securities Investment Program (MOSIP), • Nebraska Liquid Asset Fund (NLAF), • New Hampshire Public Deposit Investment Pool (NH PDIP), • New Jersey Asset & Rebate Management Program (NJ/ARM), • North Carolina Investment Pool (NCIP), • Pennsylvania Local Government Investment Trust (PLGIT), • Pennsylvania OPEB Trust (adviser and distributor only), • TexasTERM Local Government Investment Pool d/b/a Texas Range Investment Program (Texas Range) • Virginia State Non-Arbitrage Program (SNAP), and • Wyoming Government Investment Fund (WGIF). PFMFD serves as distributor to all pools. We may receive referral business from our related persons and may pay referral fees to them, as described further under “Client Referrals and Other Compensation” below. Item 1I-338 Form ADV, Part 2A 3/30/2022 PAGE 18 USBAM also provides credit research and analysis to PFMAM, including development and management of various approved issuers lists and approved counterparties used by both PFMAM and USBAM. U.S. Bank serves as custodian and/or depository for a significant number of our separately managed accounts and Pooled Funds. We may provide various investment advisory services to U.S. Bank for compensation, including managing accounts of certain U.S. Bank clients as sub-adviser under authority delegated by U.S. Bank, for which we may earn a negotiated fee. We may invest client assets in mutual funds (including the First American Funds for which USBAM serves as investment adviser) or other pooled investment vehicles to whom USBGFS provides services and receives a fee. USBII, a direct subsidiary of U.S. Bancorp, is a registered broker-dealer and SEC-registered investment adviser. USBII may participate as a member of underwriting syndicates in securities offerings, for which it may receive underwriting discounts or commissions. In certain circumstances and in compliance with applicable laws, regulations and regulatory guidance, including Rule 10f-3 under the Investment Company Act of 1940 (the “Investment Company Act”), we may recommend or purchase such securities for a client from a member of an underwriting syndicate of which USBII is also a member. For non-investment company client accounts, we may recommend or purchase such securities in which USBII participates in the underwriting syndicate if client investment guidelines, restrictions, or other directives do not specifically prohibit the account from purchasing during such securities offering and purchases are made from unaffiliated broker-dealers, unless client consent is obtained to allow for purchases from USBII. We have no arrangements with other investment advisers for direct or indirect compensation for recommending those advisers to our clients. As a matter of policy and practice, we do not accept any fees, commissions or other forms of compensation from any underlying investment managers or others affiliated with our clients’ accounts. We may invest client assets in the publicly traded securities of other PFMAM clients or prospective clients. In such circumstances, we do not and will not receive any compensation from the issuers specifically for investing client assets in such issuers' securities. We may also invest the assets of the clients in securities issued by companies that are customers of our affiliates. For example, an issuer may be an investment advisory or commercial banking customer of one of our affiliates, or one of our affiliates may be involved in the underwriting or distribution of debt securities purchased by us on behalf of our clients. In such circumstances, the potential for a conflict of interest exists between our obligation to seek the most suitable investments for our clients and the perception that we have an incentive to assist in the success of our affiliate. In certain cases, we may also manage an issuer’s proceeds from an underwriting in which an affiliate has been involved, and may receive an advisory fee for doing so, including where we have used our discretionary authority to purchase a portion of that issue for other clients. PFMAM may have arrangements with certain of its affiliates under which PFMAM may provide supplemental account administration, operations, client service, sales and marketing, product development and management, risk management, information technology, legal and compliance services, human resources and other corporate, finance or administrative services to or for such affiliates or its clients, or PFMAM or its clients may receive such services from such affiliates. Certain personnel may perform services for both PFMAM and one or more of its affiliates. The scope of certain such services and arrangements varies depending on the particular strategy, distribution channel, program, and client size and type. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Under Rule 204A-1 of the Investment Advisers Act of 1940, our employees are subject to our Code of Ethics (“Code”). Compliance with the Code is a condition of employment for all our employees. This Code sets out ethical standards applicable to our employees. Employees are expected to maintain the highest ethical standards, embody a business culture that supports actions based on what is right rather than expediency, deal fairly with clients and one another, protect confidential information and seek guidance about Item 1I-339 Form ADV, Part 2A 3/30/2022 PAGE 19 ethical questions. More specifically with respect to advisory activities, the Code requires that whenever our personnel act in a fiduciary capacity, we will endeavor to put the client’s interest ahead of the firm’s. We will disclose actual and potential meaningful conflicts of interest. We will manage actual conflicts in accordance with applicable regulatory and legal standards. If applicable regulatory and legal standards do not permit management of a conflict, we will seek to avoid the conflict. We will not engage in fraudulent, deceptive or manipulative conduct with respect to clients. We will act with appropriate care, skill and diligence. Our employees are required to know when we are acting as a fiduciary with respect to the work they are doing. If we are acting as a fiduciary, they are expected to comply with all fiduciary standards which apply to us in performing their duties. In addition, they must also put the client’s interest ahead of their own personal interest. An employee’s fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates. In general, the Code expresses our recognition of our responsibilities to the public, clients and professional associates. Our Code also contains various reporting, disclosure and approval requirements regarding employees' personal securities transactions. The Code requires that our employees whom we deem to be "Access Persons" must report certain personal securities transactions, including transactions in mutual funds advised by us, to our Chief Compliance Officer, or to the person he designates. Additionally, designated Access Persons are required to pre- clear personal securities transactions. We prohibit our Access Persons from participating in initial public offerings unless our Chief Compliance Officer gives his approval. We also prohibit our employees from purchasing any security on PFMAM’s restricted list. You can receive a copy of our Code by contacting us at 213 Market Street, Harrisburg, PA 17101, by calling 717-231-6200 or by emailing pfmamrequest@pfm.com. On infrequent occasions, our employees may invest in securities that coincidentally we also recommend for purchase or sale in our client accounts. The securities we recommend for purchase and sale within our fixed- income and multi-asset class portfolios are of the type which the Securities and Exchange Commission has expressly recognized as presenting little opportunity for the type of improper trading which compliance with the Code reporting requirements is designed to uncover. Further, our employees are subject to our Code described above, and because our personnel are acting in a fiduciary capacity, we require our employees to put the client’s interests ahead of their individual interests or that of the firm with respect to the purchase and sale of securities. We have no obligation to buy, sell or recommend for purchase or sale any security that we or our employees may purchase or sell for themselves or for any of our clients. We have no obligation to seek to obtain any material nonpublic information about any issuer of securities, nor to effect transactions for our clients based on any material nonpublic information as may come into our possession. In certain circumstances and in compliance with applicable laws, regulations and regulatory guidance, we may effect a transaction between and among clients. We will only perform such transactions when it is determined to be advantageous to participating clients. We will not act as a broker and do not receive compensation (other than our investment advisory fees) related to such transactions. However, we may use a non-affiliated broker to facilitate the trade when determined to be in the client's interests. This is typically the case with client accounts that are not custodied with an affiliate of ours. Certain client assets are invested in investment companies for which we or an affiliate provide investment advisory services. However, in such circumstances, we do not charge a separate advisory fee with respect to the portion of the assets in a client’s account that are invested in such fund(s). Item 1I-340 Form ADV, Part 2A 3/30/2022 PAGE 20 Item 12: Brokerage Practices We generally exercise brokerage discretion as follows: typically, our clients allow us to choose the broker or dealer to execute the trades. In these situations, we deal with brokers and dealers whom we determine to be major market makers for the types of securities purchased or sold. As a matter of policy, we do not recommend, request or require a client to direct us to execute transactions through a specified broker-dealer. If a client provides us with an approved list of brokers and dealers, we place all orders for the purchase or sale of securities for the client's account with those brokers or dealers and this may limit our ability to achieve the most favorable price or execution. Under these circumstances, the client and the broker or dealer determine the commission rates. The factors that we consider in selecting or recommending a particular broker or dealer may include: the execution, clearance and settlement capabilities of the firm; our knowledge of negotiated commission rates currently available and other current transaction costs; the nature of the portfolio transaction; the size of the transaction; the timing of the trade; the activity existing and expected in the market for the particular transaction; confidentiality; the availability of research and research related services provided through such firms (as discussed below); our knowledge of the financial stability of the firm; and our knowledge of actual or apparent operational problems of the firm. Given these factors, our clients may pay transaction costs in excess of those which another firm might have charged for effecting the same transaction. When we select or recommend a firm that executes orders or is a party to portfolio transactions, relevant factors taken into consideration may also include whether that firm has furnished research and research related products and/or services. We receive a broad range of research services, including information on the economy, industries, groups of securities and individual companies, statistical information, market data, accounting and tax law interpretations, political developments, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information which may affect the economy and/or security prices. Research may also consist of computer databases. Currently, as a matter of policy, we do not enter into any third party or proprietary soft dollar arrangements where a broker-dealer provides research services in exchange for an expectation of receiving a certain dollar amount of commissions. From time to time some brokers offer us market commentary and data and statistical research reports on the economy and financial markets and on specific issuers. We believe that this information improves the quality of our investment and trading decisions for the benefit of all our clients. We obtain express authorization from our clients to consider the furnishing of statistical research and other information by the broker or dealer. It is possible that the use of a particular brokerage firm or firms may result from time to time in a less favorable price for a transaction than if we canvassed a broader range of brokers. We believe that the practice of taking into account the furnishing of market information is reasonable. For fixed-income and ETF securities we seek to minimize the effect, if any, of research on the transaction costs by seeking multiple competitive bids and offers and involving major market makers wherever feasible and use electronic trading platforms for many trades to facilitate market access and to minimize transaction costs. We have no agreement, understanding or other arrangement, either internal or with brokers and/or dealers, which would influence the allocation of securities transactions among brokers and/or dealers, and we do not utilize soft dollar arrangements other than those activities explicitly authorized under Section 28(e) of the Securities Exchange Act of 1934. In the fixed-income and ETF markets, we may cause securities transactions to be executed for a client’s account concurrently with authorizations to purchase or sell the same securities or shares for other accounts we manage. It is our policy where feasible to aggregate the purchase or sale of securities or shares for various client accounts in order to achieve efficiency of execution and better pricing. Each client participating in an aggregate transaction will participate at the same price. Where we receive an allocation that is less than our aggregate order, we normally allocate the securities or shares to the participating client accounts on a pro rata basis in proportion to the size of the orders placed for each account, to the extent that we can. We may increase or decrease the amount of securities or shares allocated to a client if necessary due to factors including avoiding odd lots in a particular security. Item 1I-341 Form ADV, Part 2A 3/30/2022 PAGE 21 We do not currently anticipate effecting brokerage transactions with any broker-dealer affiliated with us, except for potential transactions with USBII, as described above under “Other Financial Industry Activities and Affiliations.” We are prohibited from entering into any agreements or understandings under which brokerage with respect to portfolio securities transactions, or other compensation, is directed to a broker-dealer as consideration for the promotion or distribution of the First American Funds’ shares, also referred to as "directed brokerage arrangements." Portfolio management and management involved in the process of selecting broker-dealers for portfolio securities transactions are prohibited from considering the level of the First American Funds’ sales or promotional efforts of any broker-dealer in connection with such selection process. Item 13: Review of Accounts For fixed-income accounts our Fixed-Income Investment Committee generally meets monthly, or more frequently as necessary to review the overall strategic direction and relative value and market risks. Tactical opportunities are presented routinely through a report and analysis prepared and distributed by a sector specialist and may be discussed at a meeting. These reports highlight interest rate trends and the relative value of different sectors and maturity structures in the market. This investment committee consists of portfolio managers, senior research staff and our chief investment officer. Ad-hoc strategy discussions take place regularly, and may occur after any significant market moving event, such as sudden changes in financial market conditions, change in general economic conditions, credit ratings downgrades, and/or a material change in the value of a particular portfolio security or market sector. Our fixed-income portfolio managers and traders are assigned specific accounts and review client portfolios on a regular basis. The review includes upcoming maturities and any upcoming deposits or cash needs in a portfolio. Stable value portfolios are overseen by the Stable Value Investment Committee which also typically meets monthly. The stable value portfolio managers and research analysts monitor client positions on a regular basis. They discuss regular cash positions, changes in issuers’ credit conditions, anticipated cash flow, economic conditions, potential liquidity needs and anticipated upcoming placements. Multi-asset class accounts are overseen by our Multi-Asset Class Investment Committee which also meets generally on a monthly basis, or more frequently as necessary to review the overall strategic direction of markets. This investment committee consists of portfolio managers, research staff, our chief investment officer, and other investment professionals. We monitor the performance of multi-asset class accounts on at least a quarterly basis to determine whether the underlying investments selected are performing in line with expectations and are meeting the needs of the individual client. We provide our multi-asset class clients a quarterly analysis of the performance of the underlying funds in which the client's assets are invested and of any reallocation of assets among these underlying funds. At least annually, we will consult with the client to determine whether there are reasons to revise the client's target investment strategy. Changes in our Capital Market Assumptions, our outlook for asset class valuation, sudden changes in financial market conditions, and general economic conditions may trigger a review of our multi-asset class accounts. Accounts are reviewed by an investment professional or in consultation with research staff or a portfolio manager. Normally, we sequence account reviews in a manner that provides for first review of the accounts that have the greatest potential exposure to the effects of the event which triggers the review. Pursuant to our investment advisory agreements, we may also provide quarterly performance and economic reviews for some clients. The custodian of our multi-asset class portfolio clients provides each client with a monthly statement of account detailing the client's month-end balances and any transactions which occurred during the month. We review these statements monthly to determine whether transactions executed by the custodian are in agreement with any instructions which we or the client provided. In addition, we provide monthly written statements and quarterly performance reports. Item 1I-342 Form ADV, Part 2A 3/30/2022 PAGE 22 Item 14: Client Referrals and Other Compensation We maintain relationships with U.S. Bank, and at times with unaffiliated third parties pursuant to which we pay U.S. Bank and such unaffiliated third parties if they are responsible for introducing new client relationships. Under these arrangements, we enter into a written agreement with the party that describes the party’s activities on our behalf and the amount we agree to pay the party. The agreement also contains the party’s undertaking to act in a manner consistent with our instructions and with the provisions of the Investment Advisers Act of 1940, and to provide the referral with a copy of our Form ADV, Part 2A and Part 2B. If the referral subsequently enters into an investment advisory agreement with us, we pay the solicitor a percentage of our investment advisory fee, which fee arrangement is disclosed to the prospect by the solicitor prior to any contact or meeting with the prospect. From time to time, our employees could be eligible for certain referral fees or awards related to referring business to other U.S. Bancorp affiliates. Such referrals do not occur in the context of providing investment advice or providing investment management services, and generally do not result in additional fees to the referred party. Item 15: Custody Custody We do not have direct custody of client funds or securities. The custody function is performed by other providers such as brokers, banks, or other qualified custodians with whom our clients contract. However, there are certain cases in which we have authority to initiate a withdrawal from a client account to pay our management fees; we are deemed to have custody for regulatory purposes solely as a consequence of this. For example, certain of our clients have authorized us to charge our fee against the account we manage after they have received our invoice. The client also has instructed the custodian to disburse funds from the managed account to pay our advisory fees. At all times, the custodial bank maintains actual custody of those assets. We expect that clients should receive regular statements from their custodians which list their assets, including information such as cost and market value, and transaction activity for the period. We urge clients to review these statements carefully and to contact their custodians if they have any concerns. Differences Between Our Statements and Custodial Statements The statements clients receive from us can differ from the statements clients receive from their custodian. We advise clients to consider the records of its custodian as the official records of their assets. A common difference involves the market value of certain securities. Since custodians may use a different pricing vendor to price securities than we do, the reported prices for certain securities may vary. In addition, the accounting system used by a client’s custodian may differ from our accounting system and may employ a different reporting method. Our reports are based upon trade date accounting with accruals, whereas some custodians report activity on a settlement date basis with or without accruals. While both reporting methods are accurate and acceptable, clients should be aware of the potential differences that could appear. We urge clients to compare our reports with those received from their custodian and to contact us with any questions they may have. Item 16: Investment Discretion We offer discretionary advisory services with respect to a client’s investable assets. When a client gives us investment discretion, we then have the authority to determine, without obtaining their specific approval, (1) overall asset allocation, (2) the manager or sub-adviser to be utilized for the portfolio, (3) the specific securities to be bought and sold, (4) the amount of securities to be bought and sold including overall asset allocation and (5) the broker or dealer through which the securities are bought or sold. These decisions are subject to limitations of law and any other restrictions in the contract with our client or in our client’s investment policies. Many of our clients have their own investment policies which usually contain restrictions on the types and credit quality of investments. We agree contractually to follow those guidelines. In addition, many of our clients are subject to state investment statutes or other applicable regulatory requirements which we comply with as well. Our clients typically grant us discretionary authority in the investment advisory agreement which we enter into with them. Item 1I-343 Form ADV, Part 2A 3/30/2022 PAGE 23 Item 17: Voting Client Securities Because many of our clients will be invested primarily in fixed-income securities, the receipt of proxy requests on behalf of a client are infrequent. In these situations, while we expect client accounts will rarely hold voting securities, clients may confer upon us complete discretion to vote proxies. We also offer certain of our clients discretionary investment advice on securities which are mutual funds (including ETFs). These mutual funds send us proxies, which we vote on behalf of these discretionary clients if they have given us the authorization to vote them. We also occasionally receive consent requests related to fixed-income securities. Generally we arrange for the portfolio manager overseeing the client’s investments to be responsible for making proxy-voting or consent decisions. We seek to vote proxy proposals, consents or resolutions in a manner that serves the best interests of our clients because it is our fiduciary duty to do so. When reviewing whether a proposed action would be in our client’s best interests, we take into account the following factors: • The impact on the valuation of securities, • The anticipated costs and benefits associated with the proposal, • An increase or decrease in costs, particularly management fees, of investment in the securities, • The effect on liquidity, and • Customary industry and business practices. In reviewing proxy issues of the type described below, we will apply the following general principles: • With respect to an election of directors, we will typically vote in favor of the management-proposed slate of directors unless there is a proxy contest for seats on the board of a portfolio fund or other important reasons for withholding votes for directors. We may abstain if there is insufficient information about the nominees disclosed in the proxy statement. • Similarly, we will also generally support management’s recommendation for the appointment of auditors unless there are reasons for us to question the independence or performance of the nominees. • We will vote in accordance with management’s recommendations on issues that are technical and administrative in nature, such as changes to increase the number of directors or to adopt term limits. However, we review and vote on a case-by-case basis any non-routine proposals which are likely to affect the structure and operation of the portfolio company. Examples of these types of proposals include any limitations on shareholder rights, or those which have a material economic effect on the company. • We will generally vote in favor of proposals that give shareholders a greater vote in the affairs of the company and oppose any measure that seeks to limit those rights. • We also generally support proposals promoting transparency and accountability within a company to ensure that the directors fulfill their obligations to shareholders. • We review proposals that result in an increase of compensation to investment advisors and other service providers of portfolio mutual funds on a case-by-case basis, with particular emphasis on the relative performance of the fund. • We also review proposals relating to executive compensation plans to ensure that the long-term interests of management and shareholders are properly aligned. • We generally oppose proposals to give shareholders the right to vote on executive compensation. These policies are not exhaustive due to the variety of proxy voting issues that we may be required to consider. Item 1I-344 Form ADV, Part 2A 3/30/2022 PAGE 24 With the exception of a client’s shareholdings in the Pooled Funds, a conflict of interest between us, and a client whose investments are managed by us, is unlikely. We are the investment adviser to the Pooled Funds. We either receive no investment advisory fee from a client for managing client assets which we invest in the Pooled Funds, or we credit to the client any investment advisory fee we receive from the Pooled Funds investment. In regard to voting of securities in the Pooled Funds for which we are the investment adviser (or where it would appear that we have an interest), we apply the following principles: • If the proposal relates to the matters in which the outcome does not directly affect us, we will follow our general voting policies. • If the proxy proposal relates to a transaction which directly affects us, or otherwise requires a case- by-case determination by us under our voting policies, we will seek the advice either of the managers of the client or of a qualified, independent third party, and we will submit the proxy statement to them. We will then follow the decision of our client’s management or the recommendation of the third party in voting the proxy. As an indirect, wholly-owned subsidiary of U.S. Bancorp, a large, multi-service financial institution, we recognize that there are circumstances where we have a perceived or real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients or potential clients of some part of the U.S. Bancorp enterprise. Directors and officers of such companies may have personal or familial relationships with the U.S. Bancorp enterprise and/or its employees that could give rise to potential conflicts of interest. We will vote proxies in the best interest of our clients regardless of such real or perceived conflicts of interest. To minimize this risk, we will discuss conflict avoidance at least annually with our affiliates to ensure that appropriate parties understand the actual and perceived conflicts of interest we face in voting proxies on behalf of our clients. If we become aware of a material conflict, we will discuss with our affiliates and determine a course of action designed to address the conflict. Such actions could include, but are not limited to: (1) obtaining instructions from the affected clients on how to vote the proxy; (2) disclosing the conflict to the affected clients and seeking their consent to permit us to vote the proxy; (3) abstaining from voting; (4) voting in proportion to the other shareholders to the extent this can be determined; or (5) recusing a party from all discussion or consideration of the matter, if the material conflict is due to such person’s actual or potential conflict of interest. In addition to the above, our employees must notify the CCO of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the U.S. Bancorp enterprise about how we should vote proxies. The CCO will investigate any such allegations and report the findings to the appropriate parties, typically the CEO and legal personnel. If it is determined that improper influence was attempted, appropriate action will be taken, which may include disciplinary action, notification of the appropriate senior managers within the U.S. Bancorp enterprise, or notification of the appropriate regulatory authorities. In all cases, we will not consider any improper influence in determining how to vote proxies and will vote in the best interests of clients. We maintain records relating to all proxy voting for five years. We will provide information to any client about how we voted proxies for securities in the client’s account. Our Proxy Voting Policy is available upon request by contacting us at 213 Market Street, Harrisburg, PA 17101, by calling 717-231-6200 or by emailing pfmamrequest@pfmam.com. Under certain of our engagements we do not assume the responsibility for voting proxies on client securities. The clients make arrangements to receive proxies from their custodian. If we receive a proxy and we do not have authority to vote on it, we forward it to our client. Clients may contact the portfolio manager for their account if they have questions about a particular solicitation. Item 18: Financial Information We are not aware of any financial condition that is reasonably likely to impair our ability to carry out our commitments and responsibilities under our client contracts. Item 1I-345 Form ADV, Part 2B Brochure Supplement September 14, 2022 213 Market Street Harrisburg, PA 17101-2141 717-231-6200 (phone) www.pfmam.com SEC File No. 801-60449 Item 1I-346 Form ADV, Part 2B 9/14/2022 PAGE 2 Brochure Supplement What you need to know This Brochure Supplement provides information about our investment personnel listed below and supplements the PFM Asset Management LLC brochure. You should have received a copy of that brochure. Please contact our Compliance Department at 717.231.6200 or contact us by emailing pfmamrequest@pfmam.com if you did not receive our Firm’s brochure or if you have any questions about the contents of this supplement. Investment Personnel Location Marc D. Ammaturo Philadelphia, PA Robert H. Cheddar, CFA Harrisburg, PA Sandra A. Costa New York, NY Joseph W. Creason Harrisburg, PA Michael P. Downs, CFA Harrisburg, PA Alex Gurvich, Ph.D. Christopher Harris, CFA, CAIA Philadelphia, PA Harrisburg, PA Kyle Jones Harrisburg, PA Biagio Manieri, CFA, Ph.D. Philadelphia, PA David J. Molin, CFA New York, NY Kerri Muskin Harrisburg, PA Brian Raubenstine Harrisburg, PA Jeffrey H. Rowe, CFA Harrisburg, PA Kenneth E. Schiebel, CFA Harrisburg, PA James P. Sims, CFA Harrisburg, PA Floyd Simpson III, CFA Philadelphia, PA John Spagnola Philadelphia, PA Surya Pisapati, CFA Philadelphia, PA Harrisburg 213 Market Street Harrisburg, PA 17101-2141 Philadelphia 1735 Market Street, 43rd Floor Philadelphia, PA 19103 New York 100 Wall Street,16th Floor New York, NY 10005 Item 1I-347 Form ADV, Part 2B 9/14/2022 PAGE 3 Table of Contents Educational Background and Business Experience 4 Disciplinary Information 10 Other Business Activities 11 Additional Compensation 12 Supervision 12 Item 1I-348 Form ADV, Part 2B 9/14/2022 PAGE 4 Educational Background and Business Experience Item 2 Item 2 of Form ADV, Part 2B asks us to disclose background in education and business for our supervised persons who formulate the various types of investment advice we offer. Most types of our investment advice are provided to you by a team of more than five individuals. We have prepared background information for the team members who have the most responsibility for the advice the team prepares. We have provided the person’s name, year of birth, formal education after high school, and business background (including an identification of the specific positions held) for the preceding five years of our supervised persons. Also listed are certain professional designations held by the supervised person. An explanation of the minimum qualifications required for each designation is included so you may better understand the value of the designation. Investment Professional Educational Background and Business Experience Area of Focus Marc D. Ammaturo Year of Birth: 1974 Formal Education after High School • Pennsylvania State University, University Park, PA, Bachelor of Science, Accounting, Graduated 1996 • University of Maryland, College Park, MD, Master of Business Administration, Finance, Graduated 2004 Business Background – Previous Five Years • PFM Asset Management LLC, Philadelphia, PA, Managing Director, 1/2012 – Present • Multi-Asset Class Management Robert H. Cheddar, CFA Year of Birth: 1966 Formal Education after High School • Susquehanna University, Selinsgrove, PA, Bachelor of Science, Business, Graduated 1988 • Pennsylvania State University, Malvern, PA, Master of Business Administration, Graduated 2003 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Managing Director, 1/2011 – Present Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Fixed Income Sandra A. Costa Year of Birth: 1976 Formal Education after High School • Post University, Waterbury, CT, Bachelor of Science Finance, Graduated 1998 Business Background – Previous Five Years • PFM Asset Management LLC, New York, NY, Portfolio Manager, Stable Value, 12/2017 – Present • Fiduciary Capital Management, Inc., Senior Vice President & Portfolio Manager, 5/1998 – 12/2017 • Stable Value Item 1I-349 Form ADV, Part 2B 9/14/2022 PAGE 5 Investment Professional Educational Background and Business Experience Area of Focus Joseph W. Creason, CFA Year of Birth: 1976 Formal Education after High School • Shippensburg University, Shippensburg, PA, Bachelor of Science, Finance, and Bachelor of Science, Economics, Graduated 2000 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 07/2009 – 1/2017; Director/Sr. Portfolio Manager, 2/2017 - Present Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Fixed Income Michael P. Downs, CFA Year of Birth: 1964 Formal Education after High School • The Ohio State University, Columbus, OH, Bachelor of Science, Finance and Accounting, Graduated 1987 • The Ohio State University, Columbus, OH, Master of Business Administration, Finance, Graduated 1991 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 4/2014 – Present Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Fixed Income Alex Gurvich, Ph.D. Year of Birth: 1964 Formal Education after High School • University of Chicago, Chicago, IL, Bachelor of Arts, Physics, Graduated 1986 • INSEAD, Fontainebleau, France, Master of Business Administration, Graduated 1993 • New York University, New York, NY, Master of Science, Financial Engineering, Graduated 2009 • Stevens Institute of Technology, Hoboken, NJ, Doctor of Philosophy, Financial Engineering, Graduated 2020 Business Background – Previous Five Years • PFM Asset Management LLC, Philadelphia, PA, Director of Research, 6/2018 – Present • Commonfund Asset Management, Wilton, CT, Director Asset Allocation and Quantitative Research, 12/2014 – 5/2017 • Multi-Asset Class Management Item 1I-350 Form ADV, Part 2B 9/14/2022 PAGE 6 Investment Professional Educational Background and Business Experience Area of Focus Christopher Harris Year of Birth: 1986 Formal Education after High School • Dickinson College, Carlisle, PA, Bachelor of Arts, Economics, Graduated 2008 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Analyst, 6/2008 — 12/2012; Senior Managing Consultant, 1/2013 – 1/2017; Director; 2/2017 — Present Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Chartered Alternative Investment Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Structured Products Kyle Jones Year of Birth: 1981 Formal Education after High School • Dillard University, New Orleans, LA, Bachelor of Arts, Business Management, Graduated 2003 • University of Chicago, Chicago, IL, Master of Business Administration, Finance, Graduated 2006 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Senior Portfolio Strategist, 9/2016 – 1/2019, Managing Director and Co-Head of Portfolio Strategies, 2/2019 – Present • Fixed Income Biagio Manieri, Ph.D., CFA Year of Birth: 1960 Formal Education after High School • City College of the City University of New York, New York, NY, Bachelor of Science, Electrical Engineering, Graduated 1983 • Columbia University, New York, NY, Doctor of Philosophy, International Relations, Graduated 1995 Business Background – Previous Five Years • PFM Asset Management LLC, Philadelphia, PA, Global Chief Multi-Asset Class Strategist; 6/2018 – Present; Managing Director, 2/2017 — Present; Director of Research 1/2012 – 6/2018 Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Multi-Asset Class Management Item 1I-351 Form ADV, Part 2B 9/14/2022 PAGE 7 Investment Professional Educational Background and Business Experience Area of Focus David J. Molin, CFA Year of Birth: 1970 Formal Education after High School • Bentley University, Waltham, MA, Bachelor of Science Finance, Graduated 1992 Business Background – Previous Five Years • PFM Asset Management LLC, New York, NY, Director of Research, Stable Value, 12/2017 – Present • Fiduciary Capital Management, Inc., Senior Vice President and Director of Research and Enterprise Risk Management, 6/2000 – 12/2017 Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Stable Value Kerri L. Muskin Year of Birth: 1983 Formal Education after High School • Pennsylvania State University, Harrisburg, PA, Bachelor of Science, Business Management, Graduated 2006 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 7/2012 – 1/2017; Director/Sr. Portfolio Manager, 2/2017—Present • Fixed Income Surya Pisapati, CFA Year of Birth 1984 Formal Education after High School • Jawaharlal Nehru Technological University, Hyderabad, Telangana, India, Bachelors in Mechanical Engineering, Graduated 2005 • Indian Institute of Management, Indore, Madhya Pradesh, India, Master of Business Administration, Finance, Graduated 2007 • Villanova University, Radnor, PA, Master of Science, Finance, Graduated 2012 Business Background – Previous Five Years • PFM Asset Management LLC, Philadelphia, PA, Director of Global Equities & Portfolio Strategist, 1/2021— Present; Manager, Research & Portfolio Strategy, 1/2019 --12/2020; Senior Research Analyst 5/2016--12/2018 Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Multi-Asset Class Management Brian Raubenstine Year of Birth: 1983 Formal Education after High School • Pennsylvania State University, University Park, PA, Bachelor of Science, Finance, and a Minor in History, Graduated 2006 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Senior Portfolio Manager, 9/2008—1/2021; Director, 2/2021 -- Present • Fixed Income Item 1I-352 Form ADV, Part 2B 9/14/2022 PAGE 8 Investment Professional Educational Background and Business Experience Area of Focus Jeffrey H. Rowe, CFA Year of Birth: 1982 Formal Education after High School • Pennsylvania State University, University Park, PA, Bachelor of Science, Finance, and a Minor in Supply Chain and Information Systems Technology, Graduated 2005 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 5/2010 – 1/2017; Managing Director, 2/2017— Present Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Fixed Income Kenneth E. Schiebel, CFA Year of Birth: 1959 Formal Education after High School • University of Michigan, Ann Arbor, MI, Bachelor of Arts, Mathematics & Computer Science, Graduated 1981 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Managing Director and Co-head of Portfolio Strategies, 1/1997 – 11/2021; Chief Investment Officer, 12/2021-Present Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Fixed Income • Multi-Asset Class Management • Structured Products • Stable Value James P. Sims, CFA Year of Birth: 1970 Formal Education after High School • Georgia State University, Atlanta, GA, Bachelor of Business Administration, Finance, Graduated 1993 • Georgia State University, Atlanta, GA, Master of Science, Finance, Graduated 1997 Business Background – Previous Five Years • PFM Asset Management LLC, Harrisburg, PA, Managing Director, 12/2021 – Present; Director/Senior Portfolio Manager, 2/2016 – 10/2021 Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item • Fixed Income Item 1I-353 Form ADV, Part 2B 9/14/2022 PAGE 9 Investment Professional Educational Background and Business Experience Area of Focus Floyd Simpson III, CFA Year of Birth: 1980 Formal Education after High School • Truman State University, Kirksville, MO, Bachelor of Business Administration, Finance, Graduated 2002 • De Paul University, Chicago, IL, Master of Business Administration, Financial Analysis and Strategy, Execution, and Valuation, Graduated 2005 • Northwestern University, Evanston, IL, School of Continuing Studies-Financial Planning, Completed 2007 Business Background – Previous Five Years • PFM Asset Management LLC, Philadelphia, PA, Senior Managing Consultant, 10/2019 – Present • Xponance (FIS Group), Philadelphia, PA, Investment Officer, 9/2010 – 9/2019 Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. • Multi-Asset Class Management John S. Spagnola Year of Birth: 1957 Formal Education after High School • Yale University, New Haven, CT, Bachelor of Arts, Political Science, Graduated 1980 Business Background – Previous Five Years • PFM Asset Management LLC, Philadelphia, PA, Managing Director, 1/2003 – Present • Multi-Asset Class Management SUMMARY OF PROFESSIONAL DESIGNATIONS This Summary should assist you with evaluating the professional designations and the minimum requirements that an individual must meet to hold this designation. CAIA – Chartered Alternative Investment Analyst This designation is issued by the Chartered Alternative Investment Analyst Association (www.caia.org). In order to participate in the CAIA program, a candidate must: 1) Hold a bachelor’s degree or the equivalent and have more than one year of professional experience (defined as full-time employment in a professional capacity within the regulatory, banking, financial, or related field); or 2) Have at least four years of professional experience. The educational requirements that must be completed involve 200 hours of study for each of the 2 levels, and there are 2 course exams. There is a continuing education requirement every three years. CFA – Chartered Financial Analyst This designation is issued by the CFA Institute (www.cfainstitute.org). The requirements to become a CFA charterholder include: 1) Obtaining a bachelor’s degree or equivalent from a 4-year college/university or meeting a combination of higher education and qualified professional work requirements; 2) Passing the three levels of CFA exams, each of which involves approximately 300 hours of self-study; 3) Having at least 4,000 hours of relevant investment-related work experience, completed in a minimum of 36 months; and 4) Abiding by the CFA Code of Ethics. Continuing education is encouraged but not required. Item 1I-354 Form ADV, Part 2B 9/14/2022 PAGE 10 Disciplinary Information Item 3 If there are legal or disciplinary events material to your evaluation of the supervised person, Item 3 requires us to disclose all material facts regarding those events. A. A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the supervised person 1. was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a misdemeanor that involved investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy to commit any of these offenses; 2. is the named subject of a pending criminal proceeding that involves an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses; 3. was found to have been involved in a violation of an investment-related statute or regulation; or 4. was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, the supervised person from engaging in any investment-related activity, or from violating any investment-related statute, rule, or order. Not applicable. None of the personnel listed in Item 2 above has ever been subject to any such criminal or civil action. B. An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority in which the supervised person 1. was found to have caused an investment-related business to lose its authorization to do business; or 2. was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority (a) denying, suspending, or revoking the authorization of the supervised person to act in an investment-related business; (b) barring or suspending the supervised person's association with an investment-related business; (c) otherwise significantly limiting the supervised person's investment-related activities; or (d) imposing a civil money penalty of more than $2,500 on the supervised person. Not applicable. None of the personnel listed in Item 2 above has ever been subject to any such administrative proceeding C. A self-regulatory organization (SRO) proceeding in which the supervised person 1. was found to have caused an investment-related business to lose its authorization to do business; or 2. was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended from membership or from association with other members or was expelled from membership; (ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500. Not applicable. None of the personnel listed in Item 2 above has ever been subject to any such proceeding by an SRO. D. Any other proceeding in which a professional attainment, designation, or license of the supervised person was revoked or suspended because of a violation of rules relating to professional conduct. If the supervised person resigned (or otherwise relinquished his attainment, designation, or license) in anticipation of such a proceeding (and the adviser knows, or should have known, of such resignation or relinquishment), disclose the event. Not applicable. None of the personnel listed in Item 2 above has ever been subject to any such suspension or revocation. Item 1I-355 Form ADV, Part 2B 9/14/2022 PAGE 11 Other Business Activities Item 4 A. If the supervised person is actively engaged in any investment-related business or occupation, including if the supervised person is registered, or has an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant (“FCM”), commodity pool operator (“CPO”), commodity trading advisor (“CTA”), or an associated person of an FCM, CPO, or CTA, we are required to disclose this fact and describe the business relationship, if any, between the advisory business and the other business. We have an affiliate, PFM Fund Distributors, Inc. (“PFMFD”), which is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority (“FINRA”). PFMFD serves as distributor of shares, on either an exclusive or nonexclusive basis, of registered investment companies and local government investment pools (“Pooled Funds”) for which we or our affiliated entities serve as investment adviser and/or administrator and we receive fees from this arrangement. Messrs. Ammaturo, Jones, Schiebel, Simpson and Spagnola are registered representatives of PFMFD. • If a relationship between the advisory business and the supervised person’s other financial industry activities creates a material conflict of interest with clients, describe the nature of the conflict and generally how you address it. If a client invests in a Pooled Fund, we disclose this relationship to the client through our firm brochure (the Form ADV, Part 2A) and the offering statement for the Pooled Fund. In addition, if we have an investment advisory arrangement with a client to manage a separate account, our investment advisory agreement with the client provides that if we invest client assets in a Pooled Fund, we will not take these assets into account for purposes of calculating our fees for managing the separate account or we will credit investment advisory fees we earn on the client’s Pooled Fund investment against investment advisory fees due us related to the client’s separately managed account that holds assets in the Pooled Fund. • If the supervised person receives commissions, bonuses or other compensation based on the sale of securities or other investment products, including as a broker-dealer or registered representative, and including distribution or service (“trail”) fees from the sale of mutual funds, disclose this fact. If this compensation is not cash, explain what type of compensation the supervised person receives. Explain that this practice gives the supervised person an incentive to recommend investment products based on the compensation received, rather than on the client’s needs. PFMFD registered representatives listed in this Brochure Supplement do not receive commissions, bonuses or other compensation directly based on the sale of shares in the Pooled Funds. B. If the supervised person is actively engaged in any business or occupation for compensation not discussed in response to Item 4.A, above, and the other business activity or activities provide a substantial source of the supervised person’s income or involve a substantial amount of the supervised person’s time, disclose this fact and describe the nature of that business. If the other business activities represent less than 10 percent of the supervised person’s time and income, you may presume that they are not substantial. None of our supervised persons described in this Brochure Supplement engages in any other business or occupation which provides a substantial source of income or involves a substantial amount of time. Item 1I-356 Form ADV, Part 2B 9/14/2022 PAGE 12 Additional Compensation Item 5 If someone who is not a client provides an economic benefit to the supervised person for providing advisory services, generally describe the arrangement. For purposes of this Item, economic benefits include sales awards and other prizes, but do not include the supervised person’s regular salary. Any bonus that is based, at least in part, on the number or amount of sales, client referrals, or new accounts should be considered an economic benefit, but other regular bonuses should not. We do not have any arrangements in which someone other than a client provides any economic benefit to our supervised persons for providing advisory services. Supervision Item 6 Explain how you supervise the supervised person, including how you monitor the advice the supervised person provides to clients. Provide the name, title and telephone number of the person responsible for supervising the supervised person’s advisory activities on behalf of your firm. Kenneth Schiebel as Chief Investment Officer of PFM Asset Management LLC oversees or participates in meetings of the committees which develop investment strategies for the various types of investment advice we offer to our clients. The strategies and advice developed by these committees are then marketed to our clients and prospects by the managing directors of our firm and our additional personnel. As the Chief Investment Officer of the firm, Mr. Schiebel meets regularly with the other members of senior management, the Firm’s Chief Compliance Officer, and the Operating Committee and officers of the Firm’s parent company. Mr. Schiebel reports to Eric Thole, CEO and President of PFM Asset Management LLC (PFMAM). Mr. Thole is also the CEO and President of U.S. Bancorp Asset Management, Inc. (USBAM). Effective December 7, 2021, PFMAM became a wholly-owned subsidiary of USBAM. Mr. Schiebel may be reached at 717.231.6215. Item 1I-357 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 G. Exceptions Item 1I-358 1 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Exceptions to the RFP Exhibit “A” - Professional Services Agreement (pages 4 of 8) 3.2 Responsibilities of Consultant 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that such substitution is required, Consultant shall (i) notify City of the resulting replacement, (ii) introduce the individual serving as the replacement to City, and (iii) provide City with a résumé and any other information regarding the individual that may be reasonably requested by City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: [***INSERT NAME AND TITLE***]. Explanation: PFM Asset Management LLC (“PFMAM”) respectfully requests that changes to key personnel be conditioned upon notice to City. Because PFMAM would be managing the City’s investment portfolio on a discretionary basis, PFMAM is charged with daily management of the portfolio and must be able to respond immediately to changing credit quality of portfolio securities and market conditions (such as those occurring at the onset of the pandemic). If making a replacement or addition is dependent upon City’s written approval and PFMAM has no control over the timing of that approval process, PFMAM may be precluded from providing uninterrupted management of the portfolio. PFMAM respectfully requests that instead, PFMAM would provide City prompt notice of any replacement or addition, provide to City the résumé of the replacement or addition, and an opportunity for City to interview or otherwise meet the individual. 3.2.11.1 Minimum Requirements. Without limiting Consultant’s indemnification of City, and prior to commencement of the Services, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. (A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant Item 1I-359 2 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (2) Pay on behalf of wording as opposed to reimbursement; (3)(1) Concurrency of effective dates with primary policies; and (4)(2) Policies shall “follow form” to the underlying primary policies. (5)(3) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (G) Cyber Liability Insurance. (***IF APPLICABLE-CHECK WITH RISK MANAGER) Consultant shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall include the following coverage: (1) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. (2) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. (3) Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. (4)(3) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. (5) Liability arising from the failure to render professional services 3.2.11.2 Other Provisions or Requirements. (A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Item 1I-360 3 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 (B) Duration of Coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. The General Liability and Automobile Liability Coverage maintainedCoverage provided by Consultant shall be primary and any insurance or self- insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured. (D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. All The required General Liability, Automobile Liability, and Workers Compensation insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants. … (I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any policy or insurer cannot provide notice of cancellation as referenced above then the obligation to notify of cancellation will reside with the Consultant. Item 1I-361 4 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (L)(K) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M)(L) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant, or be covered under the Consultant’s policies. 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 subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review. (N)(M) City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O)(N) Self-Insured Retentions. Any self-insured retentions or deductibles are the sole responsibility of the Consultant.must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (P)(O) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Item 1I-362 5 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 (Q)(P) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. Exhibit “A” - Professional Services Agreement (page 9) 3.3 Fees and Payments 3.3.2 Payment of Compensation. Consultant shall submit to City monthly invoices which provide a detailed description of the Services and hours renderedfees charged by Consultant. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. Explanation: PFMAM respectfully notes that it is proposing a fee which is calculated as a percentage of the value of assets managed. Accordingly, invoices for such fees would not identify hours or detailed description of services. Exhibit “A” - Professional Services Agreement (page 10) 3.5 Accounting Records 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Upon at 30 days prior written notice, Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Exhibit “A” - Professional Services Agreement (page 10-11) 3.6 General Provisions 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Consultant shall be permitted to Item 1I-363 6 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 retain copies of all finished or unfinished Documents and Data and information of any kind prepared by Consultant in connection with the performance of Services under this Agreement to comply with relevant legal and regulatory obligations, and in connection with routine internal electronic archiving. Explanation: PFMAM respectfully requests that PFMAM be permitted under the Agreement to retain copies of such documents, data, and information to comply with record retention regulations and other relevant legal or regulatory requirements, and in connection with routine internal electronic archiving. 3.6.3 Ownership of Materials and Confidentiality. 3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen six (156) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. Explanation: PFMAM respectfully requests that PFMAM’s record retention obligations under the Agreement be consistent with the Securities and Exchange Commission (SEC)’s record retention requirement, which is that the registered firm retain such records for six (6) years. 3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the Item 1I-364 7 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services, except as may be required by law or by regulatory or judicial process. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project, except as may be required by law or by regulatory or judicial process. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Explanation: PFMAM respectfully requests the opportunity to negotiate the confidentiality language in any resulting agreement to allow PFMAM to disclose confidential information if PFMAM is required to do so by regulatory or judicial process. If PFMAM is served with a request for information from a regulatory agency, PFMAM needs to be able to comply with the subpoena, without that compliance constituting a breach of any resulting agreement. 3.6.6 Indemnification. 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any wrongful acts, errors or omissions, whether intentional or negligent, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, volunteers or representatives. Explanation: PFMAM respectfully requests the opportunity to negotiate the indemnification language in any resulting agreement so that PFMAM’s obligation to indemnify is limited to circumstances in which its performance has been wrongful, which would include negligent acts or omissions, recklessness or intentional misconduct. Standard Investment Advisory Provisions If PFM Asset Management LLC is awarded the engagement, we respectfully request the inclusion of certain provisions in the resulting contract that are driven by our status as an investment advisor registered under the Item 1I-365 8 City of Palm Desert Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 Investment Advisers Act of 1940 (e.g., registered advisor description; conflict of interest provision; our maintenance of books and records; and our brochure and brochure supplement [Form ADV, Parts 2A and 2B]). Item 1I-366 City of Palm Desert Fee Proposal for Investment Management and Advisory Services RFP 2022-REQ-152 January 6, 2023 PFM Asset Management LLC 633 W 5th Street Suite 2560 Los Angeles, CA 90071 213.999.7203 pfmam.com For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE Item 1I-367 NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public 633 W 5th Street, Suite 2560 Los Angeles, CA 90071 PFM Asset Management LLC 213.999.7203 | pfmam.com January 06, 2023 Table of Contents 4.2 Fee Proposal .............................................................................................2 City of Palm Desert Fee Proposal for Investment Management and Advisory Services RFP 2022-REQ-152 Item 1I-368 About PFM Asset Management PFM Asset Management LLC ("PFMAM") is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) and a subsidiary of U.S. Bancorp Asset Management, Inc. ("USBAM"). USBAM is a subsidiary of U.S. Bank National Association ("U.S. Bank"). U.S. Bank is a separate entity and subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. For more information regarding PFMAM’s services or entities, please visit www.pfmam.com NOT FDIC INSURED : NO BANK GUARANTEE : MAY LOSE VALUE Item 1I-369 2 City of Palm Desert Fee Proposal for Investment Management and Advisory Services | RFP 2022-REQ-152 4.2 Fee Proposal Please provide a lump-sum, not-to-exceed fee proposal for the scope of Services. The fee proposal shall include hourly rates for all personnel for “Additional Work” (as such term is defined in the proposed Agreement attached herein). As a discretionary manager and fiduciary, we charge an asset-based fee for our services, as we believe a flat fee schedule does not reflect the best value to our clients. We propose the fees as shown in the table below. We believe this offers the City a high-value investment program at a competitive price. Assets Under Management Annual Fee First $50 million 8 basis points (0.08%) Next $50 million 6 basis points (0.06%) Next $200 million 4 basis points (0.04%) Assets over $300 million 3 basis points (0.03%) We have a minimum annual fee of $25,000. Fees are charged monthly in arrears based on the daily net AUM on an amortized cost basis, including accrued interest, for the month. The fee schedule does not apply to assets held in any LGIP that PFMAM administers, such as CAMP®. We will fix the proposed fee schedule for three years. We would like to retain the option to negotiate a fee adjustment, in line with Consumer Price Index, after the third year. PFMAM acknowledges that we may not be the low-cost provider. We understand that fee differences among advisors are not insignificant to public sector investors like the City. However, we believe in full cost recovery. We are a high-value provider, striving to produce enhanced earnings, superior performance, and excellent client service. Item 1I-370 Page 1 of 3 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Veronica Chavez, Director of Finance REQUEST: AUTHORIZE AND AWARD AN ADDITIONAL CONSTRUCTION MANAGEMENT SERVICE PROVIDER, MAAS COMPANIES, INC., IN AN AGGREGATE AMOUNT NOT TO EXCEED $11,739,394 RECOMMENDATION: 1. Authorize and award an additional construction management service provider, MAAS Companies, Inc., to support the completion of capital improvement projects. 2. Authorize the City Manager to execute said agreement and subsequent task orders. 3. Direct the City Attorney, Director of Finance and Director of Public Works/Capital Projects to review annual expenditures and performance of the vendors under said Agreements. BACKGROUND/ANALYSIS: The City uses both city staff (project managers and inspectors) and construction management consultants to support completion of capital improvement projects. On February 16, 2023, the City Council approved multiple vendor contracts for Construction Management Services in an amount not to exceed $11,739,394. MAAS has worked in this capacity locally with the College of the Desert ($923M in projects) and more recently with the City of Cathedral City on their Facilities Condition Assessment process in addition to numerous other Southern California public entities. Based on their extensive experience in this area, the City Manager recently approved a short-term contract with MAAS to review our current capital project related policies and procedures, as well as perform construction management services that would aid in the City’s goal in completing the planned projects included in the 5-Year CIP. Staff quickly discovered that the range of potential needs with regards to management services exceed the initially approved contract. The City Manager has approved an exception to the bidding requirements for this work as being in the interest of the City given the recent award of contract for similar work to this contractor and the urgency to complete backlogged Capital Projects. Along with their expertise in capital project procedures, MAAS provides the following management services: Capital Project Assessment, Construction Bid Process, Delivery Method Assessment, Project Management Services, Administrative Management, and more. If approved, MAAS will be added to the vendors approved for On-Call Construction Management Services. Their contract will be managed in a task order format; the City will request a task proposal that the consultant will prepare, the City will review for cost, schedule and resource availability, and then the cost will be negotiated, and a task order issued to the consultant. Tasks Item 1J-1 City of Palm Desert Award Additional Contract for Construction Management Services Page 2 of 3 and expenses will be tracked and managed to ensure the three aggregate contract amounts do not exceed the total $11.739 million identified for construction management services. FINANCIAL IMPACT: There is no additional financial impact to the general fund beyond the allocation from the appropriate/associated CIP account. Additional monies may need to be appropriated to support the construction management services needed for the full construction of a project. The following identifies some of the accounts that could be used to issue a task order; however, this does not mean that all projects would be issued a task order or that only the projects listed below would be allowed to use the construction management services outlined in the contracts. Account No. FY22/23 5-Year CIP Project Budget Est. Const Mgt Description 2134633-5000103 3,650,000 547,500 Walk and Roll PD 2134250-5000904 1,000,000 150,000 Haystack Road Traffic Calming Improvements 2314670-5000202 12,915,000 1,937,250 PD Link 2334670-5000201 16,000,000 2,400,000 North Sphere Park Improvements 4004430-5000912 4,000,000 600,000 Lupine Plaza 2304220-4400100 23,377,730 3,506,660 Fire Station Improvements * 4514220-4400100 5204195-4809200 1,085,036 162,755 Desert Willow Tee Box Leveling and Turf Reduction 4414195-4809200 5104361-4400100 1,497,600 224,640 Parkview Building ** 4514419-4400100 3,000,000 450,000 Discover PD 4204370-5000454 1,000,000 150,000 Haystack Road Channel Improvements 2134311-4332000 500,000 75,000 White Stone Lane Drainage Improvements 2134250-5000907 3,750,000 562,500 Traffic Operations and Capacity Improvements 2134250-5000906 990,000 148,500 Traffic Signal Hardware Upgrades 2344250-4400100 2134317-5000908 1,663,000 249,450 Roadway Safety Improvements 2324370-5000455 789,262 118,389 Section 29 Retention Basin Study 2894374-5000455 2134310-5000205 500,000 75,000 Sidewalk Replacement Program 1104312-4332000 75,000 11,250 Curb Ramp Modification Program 2134312-4400100 1104313-4332000 Parking Lot Improvement Program Item 1J-2 City of Palm Desert Award Additional Contract for Construction Management Services Page 3 of 3 4414195-4809200 350,000 52,500 2134359-4400100 320,000 48,000 Bridge Inspection and Repair Program 8714195-4331100 1,800,000 270,000 One Quail Place Parking lot and Carport Rehabilitation * Project estimated budget presented to City Council at January 26, 2023 Study Session, which will be included in the FY23/24 CIP budget REVIEWED BY: Department Director: Veronica Chavez Attorney Review: Robert Hargreaves Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. DRAFT MAAS Company Agreement 2. MAAS Company Proposal Item 1J-3 Contract No. ____________ CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 23rd day of March 2023, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California (“City”) and MAAS Companies, INC, with its principal place of business at 18575 Jamboree Road, Suite 600, Irvine, CA 92612 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Project. The City is a public agency of the State of California and is in need of professional services for the following project: ON-CALL CONSTRUCTION MANAGEMENT SERVICES (hereinafter referred to as “the Project”). 2.2 Capital Improvement Program. The City has approved in its FY22/23 Financial Plan a 5-Year Capital Improvement Plan (“CIP”). The total cost for construction management services the City may require over the five years of the CIP is estimated to be up to $11,739,394. As a result, the City is entering into contracts with two construction management firms (“Consultants”) to provide on-call construction management services per the terms and conditions set forth in the contracts (the “CM Agreements”). The City will determine which projects may be assigned to the Consultants and issue task order(s) for the projects. This Agreement shall be subject to and conditioned upon appropriation of funds by the City Council. Any financial obligations of the City earned and payable after FY22/23 are contingent upon funds for that purpose being appropriated, budgeted or otherwise made available by the City Council. An oversight committee comprised of representatives of the City Attorney, Director of Finance, and Director of Public Works shall review annual expenditures and performance of the Consultant under this Agreement. 2.3 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement on an on-call, as-needed basis in the task order(s) to be issued pursuant to this Agreement and executed by the City and Consultant (“Task Order”). There is no guarantee of any of the work under this Agreement other than what is specified herein or that the not-to-exceed compensation amount set forth herein will be spent, and shall be subject to annual budget appropriation, funding availability, and subject to annual review by the City of the Consultant performance and availability. Consultant is duly licensed and has the necessary qualifications to provide such services. Item 1J-4 Contract No. ____________ 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference and in the individual Task Orders issued by the City. No Services shall be performed unless authorized by this Agreement and by a fully executed Task Order in the form attached hereto as Exhibit “C”. All Services shall be subject to, and performed in accordance with, this Agreement, any relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from March 23, 2023, to March 23, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three (3) additional one-year terms. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines set forth in each individual Task Order issued by the City. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in each Task Order. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Tyson Atwood, Senior Director VP, Anser Advisory Management, LLC. Item 1J-5 Contract No. ____________ 3.2.5 City's Representative. The City hereby designates Martin Alvarez, Director of Public Works, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Tyson Atwood, Senior Director VP, Anser Advisory Management, LLC., or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above, and shall meet any other established schedules and deadlines set forth in the Task Order(s) (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in this Agreement or any Task Order(s), or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Neither City nor Consultant shall be considered in default of this Agreement for delays in Item 1J-6 Contract No. ____________ performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause. 3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement. 3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.3 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Item 1J-7 Contract No. ____________ 3.2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting Consultant’s indemnification of City, and prior to commencement of the Services, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. (A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (B) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. (D) Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, volunteers and representatives. (E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (2) Pay on behalf of wording as opposed to reimbursement; (3) Concurrency of effective dates with primary policies; and Item 1J-8 Contract No. ____________ (4) Policies shall “follow form” to the underlying primary policies. (5) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (F) Fidelity Coverage. Reserved (G) Cyber Liability Insurance. Reserved (1) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. (2) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. (3) Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. (4) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. (5) Liability arising from the failure to render professional services If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. 3.2.11.2 Other Provisions or Requirements. (A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (B) Duration of Coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance Item 1J-9 Contract No. ____________ shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured. (D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants. (G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. Item 1J-10 Contract No. ____________ (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements 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 subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review. (N) City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (P) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (Q) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. 3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of Item 1J-11 Contract No. ____________ the laws, regulations and policies of this Section. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The maximum compensation for services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation, in aggregate between the CM Agreements, shall not exceed ELEVEN MILLION SEVEN HUNDRED AND THIRTY-NINE THOUSAND THREE HUNDRED AND NINETY-FOUR ($11,739,394) without written approval of the City Council or City Manager, as applicable. Any financial obligations of the City earned and payable after FY22/23 are contingent upon funds for that purpose being appropriated, budgeted or otherwise made available by the City Council. 3.3.2 Payment of Compensation. Consultant shall submit to City monthly invoices which provide a detailed description of the Services and hours rendered by Consultant. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.4 Labor Code Requirements. 3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives, free and harmless Item 1J-12 Contract No. ____________ from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of Services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant. 3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5 Accounting Records. 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.6 General Provisions. 3.6.1 Termination of Agreement. 3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance Item 1J-13 Contract No. ____________ of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.6.1.3 Early Termination. Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the City Council fails to appropriate or allocate funds for future payment under the Agreement after exercising reasonable efforts to do so, the City may upon seven (7) days’ written notice, order work on the Project to cease. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.6.1.4 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: MAAS Companies, INC. 18575 Jamboree Road, Suite 600 Irvine, CA 92612 ATTN: Mac McGinnis, Vice President City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Jess Culpeper, Director of Capital Projects Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.3 Ownership of Materials and Confidentiality. 3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a Item 1J-14 Contract No. ____________ minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. 3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3.4 Indemnification – Documents and Data. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers, agents and representatives free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent Item 1J-15 Contract No. ____________ jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, agents, volunteers and representatives from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.6.5 [Reserved] 3.6.6 Indemnification. 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project, this Agreement, or any Task Order, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, volunteers, or representatives. 3.6.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 3.6.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. 3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. Item 1J-16 Contract No. ____________ 3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.6.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.19 Authority to Enter Agreement. Consultant has all requisite power and Item 1J-17 Contract No. ____________ authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE] Item 1J-18 Contract No. ____________ SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM DESERT AND ANSER ADVISORY MANAGEMENT, LLC. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF PALM DESERT By: L. Todd Hileman City Manager ATTEST: By: Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney MAAS COMPANIES, INC. By: Its: Printed Name: QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1J-19 Contract No. ____________ Exhibit “A” EXHIBIT "A" SCOPE OF SERVICES/SCHEDULE OF SERVICES Item 1J-20 Contract No. ____________ Exhibit “B” EXHIBIT "B" COMPENSATION In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers – Riverside Area. The maximum compensation for services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation, in aggregate between the CM Agreements, shall not exceed ELEVEN MILLION SEVEN HUNDRED AND THIRTY-NINE THOUSAND THREE HUNDRED AND NINETY-FOUR ($11,739,394) without written approval of the City Council or City Manager, as applicable. Item 1J-21 Contract No. ____________ Exhibit “B” EXHIBIT “C” SAMPLE TASK ORDER FORM Task Order No. ______ Agreement: [INSERT NAME OF AGREEMENT] Contractor: [INSERT NAME OF CONSULTANT] Consultant is hereby authorized to perform the following work subject to the provisions of the Agreement identified above: List any attachments: [INSERT ATTACHMENTS, IF ANY] Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: ____________, 20___ The undersigned Consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all work specified above in accordance with the Agreement identified above and will accept as full payment therefore the amount shown above. CITY OF PALM DESERT [INSERT CONSULTANT NAME] Dated: Dated: By: By: Item 1J-22 Item 1J-23 Item 1J-24 Item 1J-25 Item 1J-26 Item 1J-27 Item 1J-28 Item 1J-29 Item 1J-30 Item 1J-31 Item 1J-32 Item 1J-33 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Shelby Goodwin, Special Events Coordinator REQUEST: APPROVAL OF EXPENDITURES FOR THE PALM DESERT 2023 INDEPENDENCE DAY CELEBRATION RECOMMENDATION: 1.Pre-approve and authorize expenditures in an amount not to exceed $80,000 from the FY 2023/24 Budget for production of the 2023 Independence Day Celebration event. 2.Approve contract with Pyro Spectaculars, Inc. in substantial form for the fireworks display in the amount of $49,810 and authorize the City Manager to execute same; and 3.Authorize the City Manager to execute any ancillary vendor contracts associated with production of the celebration, with the remainder of the requested $80,000, in a total amount not to exceed $30,190. BACKGROUND/ANALYSIS: For over three (3) decades the City of Palm Desert has produced a large-scale Independence Day Celebration, which attracts over 10,000 spectators to Palm Desert Civic Center Park. For most of this time, the annual fireworks display has been provided by Pyro Spectaculars, which has received high praise every year from the Fire Marshal’s office. In accordance with the City’s purchasing policy, staff published a Request for Proposals (RFP) for this year’s fireworks display and received only one proposal; in which Pyro Spectaculars was the sole bidder. Therefore, staff is recommending approval of a one-year contract with Pyro Spectaculars for a total of $49,810 for FY 2023/24. Included in this contract is an increase in shells for a more robust grand finale for the City’s 50th anniversary. Festivities for this Independence Day Celebration include food trucks, a variety of vendors, children’s activities, a color guard presentation, and live music followed by the 20-minute fireworks display synchronized to patriotic music simulcast on local radio stations. Anticipated expenditures for the celebration include: •Professional sound and lighting services in conjunction with the concert •Two live onsite radio remotes •Radio promotion •Shuttle services to transport attendees between the Gardens on El Paseo and the park •Event insurance •Health Department permit •Golf cart rentals •Two-way radios for staff and agencies involved to communicate during the event. •Other related expenditures Item 1K-1 City of Palm Desert Approval of the 2023 Independence Day Celebration Page 2 of 2 Strategic Plan: Approval of Palm Desert’s 2023 Independence Day Celebration would help address the following priorities as specified in the 2013-2033 Strategic Plan, Envision Palm Desert – Forward Together: −Economic Development Priority 3: Create and attract entertainment and events to enhance and expand the Palm Desert economy and lifestyle. −Tourism and Marketing Priority 2: Grow existing events and develop new events to enhance the desirability of Palm Desert as a year-round destination. FINANCIAL IMPACT: Funding for this event in an amount not to exceed $80,000 will be included as part of the anticipated FY 2023/2024 Budget. City-Produced Events Account No. 1104416-4306101 REVIEWED BY: Department Director: Eric Ceja Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Draft Agreement 2. Proposal received on March 3, 2023 Item 1K-2 Contract No. ____________ CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 23rd day of March, 2023, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California (“City”) and Pyro Spectaculars, Inc., a California Corporation, with its principal place of business at 3196 N Locust Ave., Rialto, California 92377 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Project. The City is a public agency of the State of California and is in need of professional services for the following project: Pyrotechnic services for The City’s Independence Day Celebration, hereinafter referred to as “the Project”. 2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant is duly licensed and has the necessary qualifications to provide such services. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from March 24, 2023 to July 5, 2023, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability Item 1K-3 Contract No. ____________ insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Jeff Martin, Show Producer, or his/her designee. 3.2.5 City's Representative. The City hereby designates Shelby Goodwin, Special Events Coordinator, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Jeff Martin, Show Producer, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant Item 1K-4 Contract No. ____________ shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause. 3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has Item 1K-5 Contract No. ____________ not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. 3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.3 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting Consultant’s indemnification of City, and prior to commencement of the Services, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. (A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (B) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. (D) Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, volunteers and representatives. Item 1K-6 Contract No. ____________ (E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (2) Pay on behalf of wording as opposed to reimbursement; (3) Concurrency of effective dates with primary policies; and (4) Policies shall “follow form” to the underlying primary policies. (5) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (F) Fidelity Coverage. [RESERVED] (G) Cyber Liability Insurance. [RESERVED] If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. 3.2.11.2 Other Provisions or Requirements. (A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (B) Duration of Coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured. Item 1K-7 Contract No. ____________ (D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants. (G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any Item 1K-8 Contract No. ____________ limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements 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 subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review. (N) City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (P) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (Q) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. 3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies of this Section. Item 1K-9 Contract No. ____________ 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Forty-Nine Thousand and Eight Hundred and Ten Dollars ($49,810) without written approval of the City Council or City Manager, as applicable. 3.3.2 Payment of Compensation. Consultant shall receive compensation in terms set forth in Exhibit “C” attached hereto and incorporated herein by reference. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.4 Labor Code Requirements. 3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of Services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall Item 1K-10 Contract No. ____________ be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant. 3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5 Accounting Records. 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.6 General Provisions. 3.6.1 Termination of Agreement. 3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.6.1.3 Early Termination. Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the City Council fails to appropriate or allocate funds for future payment under the Agreement after exercising reasonable efforts to do so, the City may upon seven (7) days’ written notice, order work on the Project to cease. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.6.1.4 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6.2 Delivery of Notices. All notices permitted or required under this Agreement Item 1K-11 Contract No. ____________ shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Pyro Spectaculars, Inc. 3196 N Locust Ave Rialto, CA 92377 ATTN: Jeff Martin, Show Producer City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Shelby Goodwin, Special Events Coordinator Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.3 Ownership of Materials & Confidentiality. 3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. 3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents & Data or any part of them at any time for purposes of this Project or Item 1K-12 Contract No. ____________ another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3.4 Indemnification – Documents & Data. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers, agents and representatives free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, agents, volunteers and representatives from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. Item 1K-13 Contract No. ____________ 3.6.5 [Reserved] 3.6.6 Indemnification. 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, volunteers, or representatives. 3.6.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 3.6.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.6.13 Construction; References; Captions. Since the Parties or their agents have Item 1K-14 Contract No. ____________ participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE] Item 1K-15 Contract No. ____________ SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM DESERT AND PYRO SPECTACULARS, INC. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF PALM DESERT By: L. Todd Hileman City Manager ATTEST: By: Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney James S. Souza Pyro Spectaculars, Inc [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] By: Its: Printed Name: By: Its: Printed Name: QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1K-16 Contract No. ____________ EXHIBIT "A" SCOPE OF SERVICES A. City hereby engages Consultant to provide to City fireworks displays upon all of the promises, terms and conditions hereinafter set forth, including Consultant Production Agreement attached hereto and incorporated herein by this reference. B. Consultant shall choreograph a fireworks display of approximately twenty (20) minutes duration to patriotic music, the final version must be approved by the City. C. The display shall be conducted in accordance with the latest edition of the CALIFORNIA CODE OF REGULATIONS TITLE 19 PUBLIC SAFETY CHAPTER 6 FIREWORKS AND NATIONAL FIRE PROTECTION ASSOCIATION (NFPA) STANDARD 1123, code for fireworks display and related requirements for firing a display. D. All fireworks material shall be clearly marked, indicating the type of shell and shall be delivered to the site no earlier than the day before firing (unless an alternative day is agreed upon with the fire authority.) Consultant shall be available at the display site for a representative of the Fire Marshal's office to conduct an inspection and inventory of the fireworks shells at least six (6) hours prior to the display being prepared for firing. Each shell shall be specifically labeled and inventoried for easy review and identification by the Fire Marshal's representative(s). E. The Consultant shall provide necessary safety equipment, and all tools and materials, including, but not limited to, mortar racks, lumber and stakes, etc., which may be required for the firing of the display. F. Fire extinguishers of appropriate classification and approved as operational shall be accessible and in plain view of pyrotechnic crew from the time the fireworks arrive on site until all fireworks are completely removed from the site. G. The Consultant shall be responsible for removing all live debris, large fireworks debris, pyrotechnic equipment, packing materials, etc. Removal of all materials shall be completed within approximately three (3) hours after firing of the display. H. The Consultant shall provide protection to minimize damage to the area caused by the firing of shells. The Consultant shall assume all responsibility and liability in connection with the storage of fireworks and/or firing materials. I. The Consultant shall obtain all required fireworks display permits and licenses from the City, County and any other entity necessary to conduct the fireworks display. City shall reimburse Consultant for permit costs up to $810.00. J. The Consultant is the primary vendor ("prime vendor") for purposes of the contract and shall be responsible for completely supervising and directing the setup and discharge of the fireworks display. Subcontractors who perform work under the contract shall be responsible to the prime vendor. The prime vendor agrees that it is fully responsible for the acts and omissions of its subcontractors and of persons employed by subcontractors as it is for the acts and omissions of its own employees. Item 1K-17 Contract No. ____________ EXHIBIT "A" SCOPE OF SERVICES (CONTINUED) Product Synopsis – Pyrotechnic Proposal PROGRAM B – July 4th, 2023 Main Body – Aerial Shells Description • 4” Sky Concert Selections – 150 • 5” Sky Concert Selections – 90 • 6” Sky Concert Selections - 81 • 8” Sky Concert Selections - 9 Total of Main Body – Aerial Shells 330 Grand Finale Description • 3” Sky Concert Bombardment Shells – 225 • 4” Sky Concert Bombardment Shells – 135 • 5” Sky Concert Bombardment Shells - 6 • 6” Sky Concert Bombardment Shells - 3 Total of Grand Finale – 399 Grand Total – 729 Product descriptions are for specification of product quality, classification, and value. Final product selections will be based on availability, suitability, and overall artistic style. Item 1K-18 Contract No. ____________ EXHIBIT "B" SCHEDULE OF SERVICES A. The fireworks display will be held on Tuesday, July 4, 2023, promptly at 9 p.m. B. City representatives will work with consultant to coordinate arrangements such as route map, staging locations, etc. at least three weeks prior to event. Item 1K-19 Contract No. ____________ EXHIBIT "C" COMPENSATION A. $49,810 to be paid in accordance with Section 3.3 of this Agreement. B. $24,500 deposit plus estimated permit and standby fees, and other regulatory costs approximated at $810.00 to be paid upon execution of contract bringing the total deposit to $25,310.00. Deposit, with permit fee, to be received no later than April 3, 2023. C. Balance to be paid no later than July 5th, 2023. Item 1K-20 Item 1K-21 Item 1K-22 Item 1K-23 Item 1K-24 Item 1K-25 Item 1K-26 Item 1K-27 Item 1K-28 Item 1K-29 [This page has intentionally been left blank.] Page 1 of 1 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Melanie Slater, Administrative Assistant REQUEST: DECLARE LISTED ITEMS AS SURPLUS PROPERTY AND AUTHORIZE STAFF TO DISPOSE AS NECESSARY RECOMMENDATION: Declare the office furniture items and outdated surveyor equipment listed on Exhibit A as surplus property and authorize Staff to dispose as deemed necessary. BACKGROUND/ANALYSIS: The Public Works Department storage room contains outdated surveyor equipment and office furniture that is no longer needed to store plans since such plans have been scanned into the City’s repository and have been properly disposed of in accordance with Resolution No. 2022- 99.Therefore, Staff recommends that the City Council declare the office furniture and outdated surveyor equipment listed on Exhibit A as surplus and authorize Staff to dispose of the items in the following manner: 1.Surplus property not conducive for any use of the City will be donated to either a non- profit or an educational facility based on their needs; and 2.Surplus property either damaged, soiled beyond repair, obsolete, and non-functioning will be disposed of or recycled as appropriate in accordance with Environmental Protection Agency (EPA) standards. FINANCIAL IMPACT: There is no direct fiscal impact to the City’s general fund with this action, except for the cost that may be incurred for disposal of items in accordance with the EPA compliance or bulk rates imposed by Burrtec Waste Management Recycle Center services. REVIEWED BY: Department Director: Martin Alvarez Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1.Exhibit A, Public Works Department Surplus Property List Item 1L-1 EXHIBIT A City of Palm Desert Public Works Department Surplus Property List March 23, 2023 Quantity Item Make/Model Identification Tag 6 Flat File Cabinet SAFCO 05283, 05284, 05313, 05874, 05876, 05877 6 Flat File Cabinet Umarked 05303-05308 2 Flat File Cabinet Hamilton 05314-05315 1 Flat File Cabinet Holga 05320 1 Rolling File Cabinet Storight Systems 06465 1 Rolling File Cabinet Storight Systems 06466 1 Laser Ranging Instrument Laser Tech Inc, IMPULSE LR 05596 1 Electronic Compass Module Laser Tech Inc, MapStar System 05597 1 Ranger SOKKIA TDS 05599 1 Ranger Holder 03990 1 Electronic Total Station SOKKIA SET5A 03513 1 Surveying & Building Level TOPCON AG-30 01466 1 Surveyor Lens SOKKIA BLANK 1 Surveying Antennae SOKKIA STARLINK 05601 1 Surveying Receiver SOKKIA STARLINK 05600 Item 1L-2 Item 1L-3 Item 1L-4 Item 1L-5 Item 1L-6 Item 1L-7 Item 1L-8 Item 1L-9 Item 1L-10 Item 1L-11 [This page has intentionally been left blank.] Page 1 of 1 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Shawn Muir, Senior Management Analyst REQUEST: CONSIDER REQUEST BY JULEEN MCELGUNN TO APPROVE FEE WAIVER FOR HISTORICAL SOCIETY ANNUAL PICNIC RECOMMENDATION: Consider request by Juleen McElgunn to approve fee waiver for Historical Society Annual Picnic at Civic Center Park including a temporary waiver for Section 11.01.140 (Amplified Sound in City Parks) of the City of Palm Desert Municipal Code. BACKGROUND/ANALYSIS: This annual picnic event will take place at Pavilion #1 at Civic Center Park on Sunday, April 2, 2023, from 9:00 am to 5:00 pm. FINANCIAL IMPACT: The applicable fees for use of the park for this event includes a $230 facility use fee, a $20 administration fee, and a refundable $100 cleaning deposit. The facility use fee is collected by DRD on the City’s behalf and remitted to the City, and the administration fee is retained by DRD. Staff is conveying the request from Juleen McElgunn to waive the facility use fee, and recommends charging the $20 administration fee, and the refundable $100 cleaning deposit. Description Duration Rate Total Civic Center Park Pavilion 1 day $230 / day $230.00 Administration Fee $20.00 Refundable Cleaning Deposit $100.00 Proposed Waiver of Fees -$230.00 Total $120.00 REVIEWED BY: Department Director: Martin Alvarez Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1.Facility Use Application Item 1M-1 Item 1M-2 Item 1M-3 Item 1M-4 Page 1 of 3 PALM DESERT HOUSING AUTHORITY STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Celina Cabrera, Management Analyst REQUEST: AUTHORIZE THE USE OF LOWE’S HOME CENTERS, INC., HOME DEPOT U.S.A., INC., HD SUPPLY FACILITIES MAINTENANCE, AND THE SHERWIN-WILLIAMS COMPANY, FOR PURCHASE OF MATERIALS, SUPPLIES, AND APPLIANCES FOR PALM DESERT HOUSING AUTHORITY PROPERTIES FOR FY 2023/2024 RECOMMENDATION: 1.Authorize the use of Lowe’s Home Centers, Inc. for the purchase of materials, supplies, and appliances pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $220,000 (includes approximately $115,000 for the purchase of appliances and approximately $105,000 for materials and supplies). 2.Authorize the use of Home Depot U.S.A., Inc. for the purchase of materials and supplies pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $45,000. 3. Authorize the use of HD Supply Facilities Maintenance for the purchase of materials and supplies pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $250,000. 4.Authorize the use of The Sherwin-Williams Company for the purchase of paint and supplies pursuant to Section 3.30.160(E) and 3.30.160(L) of the Palm Desert Municipal Code for FY 2023/2024 in an amount not to exceed $75,000. 5.Authorize the disposal and recycling of inefficient, damaged, obsolete, and non-functioning appliances as appropriate in accordance with EPA standards and declare as surplus at the time of removal from the properties. BACKGROUND/ANALYSIS: Each year, the Palm Desert Housing Authority (“Authority”) purchases paint and painting supplies, replaces inefficient, obsolete, and non-functioning appliances, and procures supplies, and materials to maintain the 15 Authority owned properties. Since 2012, the Authority has secured national government cooperative pricing by being members to the national cooperative Omnia Partners, Inc. The Authority is a current member of the Omnia Partners, Inc. cooperative contracts for Lowe’s Home Centers, Inc., Home Depot U.S.A., Inc., and HD Supply Facilities Maintenance. The Sherwin-Williams Company was a member of the National Cooperative Purchasing Alliance Agreement (NCPA) wherein the Authority as a member also was provided a cooperative pricing under the NCPA agreement. However, as of January 2023, NCPA was acquired by Omnia Partners, Inc. and purchasing cooperative contracts are now being administered by Omnia. Item 1N-1 Palm Desert Housing Authority FY 2023/2024 Lowe’s, Home Depot, and HD Supply Cooperative Purchase Agreement Page 2 of 3 All vendors, Lowe’s, Home Depot, HD Supply, and Sherwin-Williams are now part of Omnia Partners, Inc. This request is to continue participation in the cooperative pricing agreements for these vendors. The Authority’s contracted Management Company, RPM Company, for the past five years has utilized the named vendors for the purchase of varying items for the Authority owned properties such as cabinets, countertops, garbage disposals, light fixtures, paint, building materials, some flooring, A/C compressors, plumbing supplies, plumbing parts (toilet seats, stoppers, faucet spouts, etc.), hardware, bathroom fixtures (toilets, sinks, vanities, medicine cabinets), janitorial supplies (gloves, vacuum bags, cleaners, etc.), light bulbs, thermostat controls, A/C filters, general building items, hand held general purpose tools, varying appliances (including but not limited to refrigerators with freezer, microwaves, freestanding ranges, range hoods, dishwashers and other appliance accessories), and any other necessary miscellaneous maintenance, repair and operating supplies. The pricing provided to the Authority has consistently been equal to or better than the price under the Omnia cooperative agreement. The provisions of the City of Palm Desert Municipal Code Section 3.30.160(E), allow the Authority to participate as a government entity with Omnia Partners under their cooperative pricing for purchases through the named vendors. The named vendors have confirmed they will provide, to the Authority, as a participating entity, Omnia Partners contract terms, products, product warranty, services, and pricing. Any increases in the pricing of materials, supplies and appliances will be pursuant to the terms and prices of the government purchasing cooperative contract. The procurement of appliances from the named vendors includes delivery and whenever appropriate, the removal and recycling of old appliances. The condition of the appliances to be hauled away may range from non-functioning to non-efficient or obsolete to repair. Staff is requesting authorization to dispose of or recycle all appliances removed from the Properties in accordance with Environmental Protection Agency (EPA) standards for responsible appliance disposal at the appropriate recycling centers. Any appliances not eligible to be dispose of or recycled as part of the purchase of a new appliance through the named vendors, the Authority will dispose of or recycle in accordance with EPA standards. Such disposed of or recycled inefficient, damaged, obsolete, and non-functioning appliances are hereby declared as surplus at the time they are removed from the Properties. Staff recommends approval of this request to facilitate the continued routine, recurring maintenance at the Properties for the fiscal year 2023/2024. Commission Recommendation: The Housing Commission will review this recommendation at its regular meeting of March 8, 2022. Upon request, a verbal report will be provided at the Authority’s regular meeting of March 23, 2022. FINANCIAL IMPACT: Not to exceed amounts for each respective vendor have been included in the FY 2023/2024 proposed Palm Desert Housing Authority’s operating budget, in the appropriate Authority account. There is no financial impact to the General Fund from this action. Item 1N-2 Palm Desert Housing Authority FY 2023/2024 Lowe’s, Home Depot, and HD Supply Cooperative Purchase Agreement Page 3 of 3 REVIEWED BY: Department Director: Eric Ceja City Attorney: Robert Hargeaves Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 1N-3 [This page has intentionally been left blank.] Page 1 of 4 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Rosie Lua, Deputy Director of Development Services Randy Bowman, Deputy Director of Public Works REQUEST: APPROVE AMENDMENT NO. 4 TO CONTRACT NO. C40520 WITH MICHAEL BAKER INTERNATIONAL, INC. OF PALM DESERT, CALIFORNIA IN AN AMOUNT NOT TO EXCEED $495,500. RECOMMENDATION: 1.Approve Amendment No. 4 to Contract No. C40520 with Michael Baker International, Inc. of Palm Desert, California in an amount not to exceed $495,500. 2.Appropriate $400,000 from Unassigned General Fund Reserve monies to Account No. 1104300-4301000. 3.Authorize the City Manager or their designee to execute said amendment. BACKGROUND/ANALYSIS: The City Council initially awarded Contract No. C40520 to Michael Baker International, Inc. (MBI) on September 24, 2020, for On-Call City Surveying and Plan Review Services with an annual amount of $85,000 totaling $255,000. The term of the contract is January 1, 2021, through December 31, 2023, with automatic renewals to the contract for no more than two (2) additional one-year terms. In February 2021, the Director of Public Works/City Engineer separated from the City creating an engineering vacancy. The Palm Desert Municipal Code (PDMC) requires a California- licensed engineer to approve engineering plans and specifications for the Public Works and Development Services Departments. In response, on February 25, 2021, the City Council approved Amendment No. 1 to include City Engineering services to the contract and added an amount not to exceed $50,000 through June 30, 2021. On June 11, 2021, the City Manager responded to the requests of the development community requesting faster response timeframes for Development Services by approving Amendment No. 2 in the amount of $50,000 through June 30, 2022, for MBI to continue providing City Surveyor and City Engineer services to the Departments of Development Services and Public Works. On January 13, 2022, the City Council assessed the City’s engineering needs of both Development Services and Public Works’ Capital Improvement Projects (CIP) and approved Amendment No. 3 for On-Call City Surveying, City Engineer, and Plan Review Services in an amount not to exceed $305,000. In the past year, the City has experienced an overall 18 percent increase in permitting and mapping activity including the permit applications from major developments recently approved. In addition, development interest inclusive of pre-applications and entitlement applications has Item 1O-1 City of Palm Desert Approve Amendment No. 4 to Contract No. C40520 Page 2 of 4 increased by 16 percent from the previous year. The review pre-applications and processing entitlements for new developments require engineering services for civil, traffic engineering and surveying services. The continued demand for engineering services has resulted in the MBI contract running low on funds. The City continues to need MBI for City Surveyor, City Engineer, and City Traffic Engineer services to support the Development Services Department and the Public Works Department. Therefore, staff is requesting approval of Contract Amendment No. 4 to provide for continued contractual City Surveyor, City Engineer, and City Traffic Engineer support through the end of the current fiscal year. To respond to the City’s engineering services, the City Manager has recently approved two (2) actions intended to replace the subject contract following the current fiscal year: 1.Procuring a new contract for municipal civil engineering, traffic engineering, professional surveying, project management, professional engineering design, construction management, and construction inspection services to the Department of Development Services and the Department of Public Works. The City published a Request for Proposals on February 17, 2023, and proposals are due on March 23, 2023. 2.Hire a staff City Engineer to manage the new contract and provide in-house City Engineer support to various City departments. The position will report to the Assistant City Manager. Development Services Until the new contract is procured and established, and the City Engineer is hired, Development Services will continue to rely on MBI to support the City’s responsiveness to development activity. The City Engineer is specifically responsible for reviewing, approving, and signing improvement plans; reviewing and accepting submitted technical documents related to development proposals and use of City property and public right-of-way; estimating and accepting guarantees; and making determinations for code exception/reasonable accommodations for unique circumstances as allowed by the PDMC. The cost for MBI support to Development Services has averaged approximately $43,767 per month for a total of $218,835 over a 5-month period from July to November 2022. Approximately $108,120 of the cost will be recovered through plan check fees, however, pre-development meetings/reviews and staff coordination meetings do not have cost recovery. The Development Services projects cost for MBI services is a projected cost from December 2022 through June 2023 (7 months) on average of $48,000 per month for a total of $336,000 which includes City Engineer / City Surveyor professional support for private developments for Development Services. Development Services is therefore requesting approval of the contract amendment with the costs to be funded primarily for private development. A portion of the cost for MBI to support Development Services will be offset through the receipt of development-related fees. Development Services projects revenue of approximately $108,120 through June 2023 based on plan check fees. Table 1 shows the projected MBI cost of services and offsetting development fee revenues for the Development Services Department. Item 1O-2 City of Palm Desert Approve Amendment No. 4 to Contract No. C40520 Page 3 of 4 TABLE 1 Development Services: MBI Contract Services to June 30, 2023 MBI Cost (Estimate) Estimated Recovery of City Fees Plan Checks Projected to June 30, 2023 $290,000 $108,120 Pre-Development Consultation with Developers including Conditions of Approval $35,000 (No recovery of fees) Meetings with Staff & the Public $11,000 (No recovery of fees) Total $336,000 $108,120 Net City expenditure of MBI Contract Services $227,880 Public Works The Public Works Department requires the services of the City Engineer for review and approval of improvement plans for Capital Improvement Projects (CIP); establishing design and construction standards for public works; and consultation and support to staff requiring a California-registered PE. The cost for MBI support to Public Works since July 2022 has averaged approximately $7,470 per month for a total of $37,352 over a 5-month period to November 2022. Approximately $17,587 of the cost or 47 percent will be billed against CIP projects. Following this average, Public Works projects an additional cost for MBI services through June 2023 to be $55,000. This includes City Engineer, City Surveyor, and City Traffic Engineer professional support for CIP projects and services to the Department of Public Works not associated with the CIP program. Public Works is therefore requesting approval of the contract amendment with approximately half the costs to be funded from various CIP projects. A detailed table listing all projects requiring City Engineer, City Surveyor, or City Traffic Engineer review is attached to the staff report. Strategic Plan: This action has no direct effect on any one of the specific goals in the Strategic Plan. FINANCIAL IMPACT: The total contract amendment of $495,500 requested for Contract No. C40520 will fund anticipated needs through June 30, 2023, for City Engineer, City Surveyor, and City Traffic Engineer services to the Departments of Development Service and Public Works. Funds in the amount of $95,500 are available in Account No. 1104300-4301000, PROF-ARCH / ENG and Account No. 1104250-4309000 for the Public Works portion of the total requested contract amendment. Therefore, staff requests an appropriation of $400,000 from the Unassigned General Fund Reserves to Account No. 1104300-4301000. Item 1O-3 City of Palm Desert Approve Amendment No. 4 to Contract No. C40520 Page 4 of 4 The following table accounts for approved and expended amounts since the execution of this contract. TABLE 2 Contract No. C40520 Amounts To Date ITEM PO NO. AUTHORIZED APPROVED EXPENDED Original Contract (Year 1 – FY20/21) P115228 09/20/2020 $45,000 $45,000 Contract Amendment No. 1 P115528 02/25/2021 $50,000 $50,000 Original Contract (Year 2 – FY21/22) P115523 07/01/2021 $85,000 $85,000 Contract Amendment No. 2 P115523 06/11/2021 $50,000 $50,000 Contract Amendment No. 3 P115523 01/13/2022 $167,494 $167,494 Contract Amendment CDBG P115523 09/26/2022 $25,000 $22,380 Original Contract (Year 3 – FY22/23) P116115 07/01/2022 $305,000 0 Invoiced to Date (07/1/2022 – 11/30/2022 $256,187 Pending Invoices (12/01/2022 – 02/28/2023) $155,620 Projected Invoices (03/1/2022 – 06/30/2023) Development Services $336,000 Public Works $55,000 TOTAL PROJECT COST $727,494 $1,222,681 EXCESS/(SHORTFALL) $(495,187) Requested Contract Amendment No. 4 Pending $495,500 Account 1104250-4309000 $45,000 Account 1104300-4301000 $55,500 Appropriation to 1104300-4301000 $400,000 * Bolded amounts are the subject of this request REVIEWED BY: Public Works Director: Martin Alvarez Development Services Director: Richard D. Cannone, AICP Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Contract Amendment No. 4 Item 1O-4 Project Number Project Account Funding Source 501-21 Citywide Storm Drain and Catch Basin Cleaning Program 4204314-4332000 Drainage Fund 509-22 Haystack Road Channel Improvement 4204370-5000454 Drainage Fund 520-22 Market Place and Cook Street Traffic Signal Improvement 2134385-5000911 2344250-4400100 Measure A Developer Fees 540-23 Discover Palm Desert Building Improvement 4514419-4400100 Capital Bond Fund 553-20 Traffic Operations and Capacity Improvements 2134250-5000907 Measure A 564-XX 2022 Citywide Restriping Program 2134315-4332000 Measure A 565-21 Walk and Roll PD 2134633-5000103 Measure A 569-22 Traffic Signal Hardware Upgrade Program 2134250-5000906 Measure A 569-23 Traffic Signal Hardware Upgrade Program 2134250-5000906 Measure A 570-21 Neighborhood Traffic Management Plan 2134565-5000903 Measure A 600-21 Roadway Safety Improvements 2134317-5000908 Measure A 627-22 Section 29 Retention Basin Study 2324370-5000455 2894374-5000455 Fund 232 BAD No. 1 667-21 Haystack Road Traffic Calming Improvements Phase 2 2134250-5000904 Measure A 708-20 PD Link Phase 2 2134670-5000202 Measure A 727-22 727-22 CV Link Hovley Connector 2314670-5000202 New Construction Tax 728-22 728-22 CV Link Enhancements 2314670-5000202 New Construction Tax 744-22 744-22 North Sphere Park Improvements 2334670-5000201 Park 750-XX 750-XX 2023 Parking Lot Maintenance Project 1104313-4332000 General 751-XX 752-XX Slurry & Resurfacing Programs 2134311-4332000 2114311-4332000 Measure A Gas Tax 753-XX ADA Curb Ramp Modification Program 2134312-4400100 Measure A 759-21 Bridge Inspection & Repair Program 2134359-4400100 Measure A 810-22 Lupine Plaza 4004430-5000912 Capital Improvement Fund FY22/23 PUBLIC WORKS CIP PROJECTS REQUIRING CITY ENGINEER / CITY SURVEYOR SUPPORT Printed 3/3/2023 Item 1O-5 AMENDMENT NO. 4 TO THE ON-CALL SURVEYING AND CIVIL ENGINEERING PLAN REVIEW SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND MICHAEL BAKER INTERNATIONAL, INC. Contract No. C40520 1. Parties and Date. This Amendment No. 4 to the PROFESSIONAL SERVICES AGREEMENT is made and entered into as of this 23rd day of March, 2023, by and between the City of Palm Desert (“City”) and MICHAEL BAKER INTERNATIONAL, INC., a PENNSYLVANIA CORPORATION with its principal place of business at 75-410 GERALD FORD AVENUE, PALM DESERT, CALIFORNIA (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled “On- Call Surveying and Civil Engineering Plan Review Services” dated September 24, 2020 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide On-Call Surveying and Civil Engineering Plan Review Services. 2.2 Amendment. The City and Consultant desire to amend the Agreement to extend the term and for additional compensation. The Parties have heretofore entered into that Amendment No. 1 dated February 25, 2021; Amendment No. 2 dated June 11, 2021; and Amendment No. 3 dated January 13, 2022. 2.3 Amendment Authority. This Amendment No. 4 is authorized pursuant to Section 3.6.14 of the Agreement. 3. Terms. 3.1 Section 3.3.1 Compensation. Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows: 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in the original contract. The total compensation shall not exceed eight hundred twenty-five thousand and five hundred dollars ($825,500) from July 1, 2022, through June 30, 2023, without written approval of the City Council or City Manager, as applicable. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 4. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. 3.4 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or Item 1O-6 Contract No. ______________ Page 2 of 3 otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 4 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Item 1O-7 Contract No. ______________ Page 3 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 4 TO THE ON-CALL SURVEYING AND CIVIL ENGINEERING PLAN REVIEW SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND MICHAEL BAKER INTERNATIONAL, INC. IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 3 to the ON- CALL SURVEYING AND CIVIL ENGINEERING PLAN REVIEW SERVICES AGREEMENT as of the day and year first above written. CITY OF PALM DESERT By: L. Todd Hileman City Manager ATTEST: By: Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney MICHAEL BAKER INTERNATIONAL, INC. By: Its: Printed Name: By: Its: Printed Name: QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1O-8 Page 1 of 3 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Randy Bowman, Deputy Director of Public Works REQUEST: APPROVE AMENDMENT NO. 2 TO CONTRACT NO. C41380 WITH KIMLEY-HORN AND ASSOCIATES, INC. OF INDIAN WELLS, CALIFORNIA IN THE AMOUNT OF $315,415 FOR TRAFFIC OPERATIONS AND CAPACITY IMPROVEMENTS (PROJECT NO. 553- 20) RECOMMENDATION: 1. Approve Amendment No. 2 to Contract No. C41380 with Kimley-Horn and Associates, Inc. of Indian Wells, California, for additional traffic engineering and design services in an amount not to exceed $315,415. 2. Authorize the City Manager or designee to execute the amendment and to review and approve written contract amendment requests per Section 3.30.170 of the Palm Desert Municipal Code for unforeseen circumstances. Funds are available in Measure A Account No. 2134250-5000907. BACKGROUND/ANALYSIS: On March 4, 2021, the City Manager created a new project and directed the Public Works Department to solicit proposals to evaluate capacity and operations at intersections throughout the community. At its April 22, 2021 meeting, the City Council awarded Contract No. C41380 to Kimley-Horn and Associates, Inc. in the amount of $488,229 for the first phase of work. At its June 9, 2022 meeting, the City Council approved Contract Amendment No. 1 to Contract No. C41380 in the amount of $350,000 for the second phase of work. To date, the consultant has completed the following tasks: • Assessed and recommended improvements to 75 intersections to address operational, safety and capacity issues. • Updated traffic signal coordination on Cook Street, Country Club Drive, Fred Waring Drive, Monterey Avenue, Portola Avenue, and Highway 111. • Corrected traffic signal system connectivity issues at various locations. • Updated traffic signal timing at 50 intersections. • Provided ongoing support to the City for the construction of the CVAG CV Sync Phase 1 project. • Reviewed plans and specifications for the CVAG CV Sync Phase 2 project. City of Palm Desert Amendment No. 2 to Contract No. C41380 Page 2 of 3 • Analyzed the roundabout of Dinah Shore Drive and Athena Pointe for safety improvements, which were implemented in September 2022. • Analyzed the CV Link for additional enhancement improvements and the design of recommended improvements – plans are 95% complete and planned to be bid in Q2 2023. • Conducted an Engineering & Traffic Survey of Park View Drive, San Pablo Avenue, and Magnesia Falls Drive to establish posted speed limits following the completion of construction of San Pablo Phase 2 and CV Link improvements – City Council adopted Ordinance 1385 on August 25, 2022. • Assisted the City and CVAG in applying for a USDOT SMART grant to study effective uses of data to be collected from the operations of the CVAG CV Sync project. • Prepared a USDOT Safe Streets For All grant application to conduct a Safe Routes to Schools Plan for children and aging members of the community – the City was notified in February 2023 of the award of $720,000 for the project. • Conducted and completed a safety and capacity study of the Dinah Shore Drive corridor near Monterey Avenue in collaboration with Rancho Mirage. • Prepared Caltrans grant application for Round 10 of Highway Safety Improvement Program (HSIP) funds – awaiting notification from Caltrans. • Reviewed the City’s traffic signal communications network infrastructure for future improvements needed after completion of the CVAG CV Sync project – 90% complete. • Provided ongoing support to City staff in evaluating and improving signal timing and coordination, and responding to resident requests for multi-way stops. • The consultant has also been engaged to provide additional traffic engineering support to the City as needs have arisen. Request: The third phase of this project will include the following tasks: • Continued signal timing review and support. • Continued support to the City for the CV Sync project implementation. • Grant application support for additional grant funding opportunities. • Preparation of formal signal timing documents for every traffic signal in the City. • Design of safety and capacity improvements to the Dinah Shore Drive corridor near Monterey Avenue. Strategic Plan: While the Traffic Operations and Capacity Improvements project is an on-going maintenance activity and is not a specific objective of the Strategic Plan, maintaining the City’s roadways by making necessary adjustments to traffic operations and intersection capacity improvements is an essential function of the City for safety and roadway connectivity. FINANCIAL IMPACT: This project is included in the approved Capital Improvement Project (CIP) List for FY 2022-23. Measure A Fund is the source for this project; therefore, there will be no impact to the City’s general fund. City of Palm Desert Amendment No. 2 to Contract No. C41380 Page 3 of 3 The 5-Year funding breakdown for the project is as follows: Project Funding Source Year Description Budget Amount Contract Amount Balance Traffic Operations and Capacity Improvements Measure A FY21/22 Phase 1 Engineering $488,229 $488,229 FY22/23 Phase 2 Engineering $750,000 $350,000 FY22/23 Phase 3 Engineering $315,415 FY23/24 Construction $750,000 FY24/25 Construction $750,000 FY25/26 Construction $750,000 Totals $3,488,229 $1,153,644 $2,334,585 Bolded amount is the subject of this request. REVIEWED BY: Department Director: Martin Alvarez Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Amendment No. 2 2. Vicinity Map Contract No. C41380 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND KIMLEY-HORN AND ASSOCIATES, INC. 1. Parties and Date. This Amendment No. 2 to the PROFESSIONAL SERVICES AGREEMENT is made and entered into as of this 23rd day of March, 2023, by and between the City of Palm Desert (“City”) and Kimley-Horn and Associates, Inc., a corporation incorporated in North Carolina, with its principal place of business at 45-025 Manitou Drive, Suite 11, Indian Wells, CA 92210 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Services” dated April 22, 2021 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide professional engineering services. 2.2 Amendment. The City and Consultant desire to amend the Agreement to extend the term and for additional compensation. The Parties have heretofore entered into that Amendment No. 1 dated June 9, 2022. 2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.6.14 of the Agreement. 3. Terms. 3.1 Section 3.1.2 Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows: 3.1.2 Term. The term of this Agreement shall be from April 22, 2021 to June 30, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Section 3.3.1 Compensation. Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows: 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Million One Hundred Fifty-Three Thousand Six Hundred Forty-Four dollars ($1,153,644.00) without written approval of the City Council or City Manager, as applicable. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they Contract No. C41380 Page 2 of 3 have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.5 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Contract No. C41380 Page 3 of 3 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND KIMLEY-HORN AND ASSOCIATES, INC. IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 2 to the PROFESSIONAL SERVICES AGREEMENT as of the day and year first above written. CITY OF PALM DESERT Approved By: L. Todd Hileman City Manager Attested By: Anthony J. Mejia City Clerk Approved As To Form: By: Best Best & Krieger LLP City Attorney KIMLEY-HORN AND ASSOCIATES, INC. Signature Name Title Signature Name Title QC: _____ Insurance: _____ Initial Review _____ Final Approval Traffic Operations and Capacity Improvements Contract Amendment No. 2 Scope of Services Task 1: Project Management & Meetings The Kimley-Horn team will provide the following services for up to twelve months for commencement and administration of the project. Task 1.1 – Project Team Meetings. Project Team (PT) progress meetings will be conducted to maintain regular and consistent communication on upcoming tasks and identify potential risks and challenges to success. We anticipate the participation of the City project manager, Kimley-Horn project manager, and task leads, as needed, in PT meetings. We have budgeted up to twelve PT meetings (virtual and/or face to face as possible) to support the project. Kimley-Horn will develop the agenda and prepare a summary of PT meeting notes with a list of decisions, actions, and responsible party. Deliverables: Kick-off meeting attendance and notes; PT status meetings and meeting notes (total of up to twelve meetings) Task 2: Signal Timing Review and Implementation Support The Kimley-Horn team will review existing traffic signal timing in the City and assist the City in evaluating changes to traffic signal synchronization and coordination. We will assist the City with implementing and fine-tuning signal timing that is responsive to changes in traffic demand and patterns along corridors in the City. The Kimley-Horn team will support the City by providing the following services: 1. Provide signal timing and construction support as needed to City staff 2. Assist City staff with reviewing current CVAG TSSP project plans and technical specifications. 3. Provide signal timing and construction support as needed to City staff for the current CVAG TSSP project. 4. Fine tuning. • Traffic signal timing/coordination fine tuning or development. Assist City staff with analyzing traffic operations at intersections with known issues to improve safety and accomplish the goals of the LRSP. Deliverables: One round of review and comment on existing and proposed timing sheets; Three meetings with City staff to discuss review comments and fine-tune signal timing parameters Task 3: Grant Application Preparation Kimley-Horn will support the City staff identify most appropriate funding programs and prepare grant application to secure funding for City’s improvement projects. We will support the City in identifying the funding program, compiling the required data for completing the application, and preparing the grant application for HSIP, SB81, and/or APT funding programs for up to three grant applications. Deliverables: One meeting with the City project manager to recommend the identified funding programs; Prepare grant applications for up to three funding programs Task 4: Traffic Signal Timing Recommendations and Existing Timing Sheet Review at 99 Locations Task 4.1 – Traffic Signal Timing Recommendations. Kimley-Horn will coordinate with the City to finalize the project requirements, to confirm methods for establishing timing parameters, and to collect any data available for the study including the following: 1. Existing timing sheets for all intersections 2. Traffic Signal Phase Diagrams for all locations 3. 85th-Percentile Speeds if available Using the data collected, Kimley-Horn will review and update the base timing parameters including minimum green times for bicycles, yellow intervals, and flashing don’t walk (FDW) intervals at the 99 project intersections. Yellow intervals for preemption settings will also be updated based on the base timing yellow intervals. The following methodologies will be used to review and update the parameters: Yellow Intervals Using the 85th-percentile speeds obtained from the City of Palm Desert, Kimley-Horn will utilize the 2014 version of the CA MUTCD, Table 4D-102(CA) and procedures outlined to calculate the yellow intervals for all phases at each intersection. If no 85th-percentile speed is available, yellow intervals will be determined using the posted speed limit. FDW Intervals Kimley-Horn will use the following methodology to perform necessary calculations of the Flashing Don't Walk (FDW) intervals: If calculated FDW value is 20 seconds or less: FDW (sec) = Curb-to-curb distance at center of crosswalk 3.5 ft 𝒔 walking time If initial calculated FDW value is greater than 20 seconds: FDW (sec) = Curb-to-curb distance at center of crosswalk 3.5 ft 𝒔 walking time - (Yellow Time + All Red Time)+3 For each signalized intersection, all crosswalk distances will be measured using Near Map aerial imagery. Leading Pedestrian Intervals (LPI) Kimley-Horn will add or update early walk parameters to the traffic signal timing sheets at intersections where the City wishes to implement or change existing LPI. Minimum Green Times Kimley-Horn will review the bicycle crossing minimum green times for left-turns only based on the following methodology: 𝐺min + Y + Rclear ≥ 6 sec + 𝑾 + 6 ft 14.7 ft sec 𝑮min = Length of minimum green interval (sec) Y = Length of yellow interval (sec) 𝑹clear = Length of red clearance interval (sec) W = Distance from limit line to far side of last conflicting lane (ft) The yellow interval used in the calculation will be based on the 85th-percentile speed or posted speed limit, as detailed above, and the "W" distance will be measured using Near Map aerials. In addition to updating the base timing parameters, the existing signal coordination plans will be reviewed and updated based on the revised intervals. It is anticipated that minor adjustments to the coordination plans, such as adjustments to splits based on new minimum splits, will be required, but full re-timing will not be completed. Kimley-Horn will prepare and submit a brief memorandum summarizing the calculation procedures and methodology and a spreadsheet showing the calculations and recommended timing parameters. In addition, a summary of required signal coordination parameters will be provided. Based on comments received from the City, Kimley-Horn will submit a revised memorandum incorporating City comments. Deliverables: One (1) technical memorandum summarizing the findings of Task 4.1. The technical memorandum will include a methodology summary, attachments, and recommendations. Task 4.2 - Update and Review Timing Sheets Based on the final approved base timing parameters and changes to coordination parameters, Kimley- Horn will mark-up the timing sheets and provide to the City for implementation. It is assumed that Kimley-Horn will not be required to input the timing changes or field fine-tune any of the timing parameters. Additionally, Kimley-Horn will review the updated signal timing sheets to ensure that they are complete and operate as intended. A licensed Traffic Engineer will sign each set of signal timing sheets upon completion. Deliverables: Updated signed signal timing sheets in PDF format Task 5: Dinah Shore Drive Corridor Improvements In 2022, Kimley-Horn submitted the Dinah Shore Drive Corridor Roadway Safety and Capacity Study technical memorandum to the City. The memorandum identified potential safety, capacity, and operational issues along the corridor of Dinah Shore Drive, beginning at Miriam Way and ending at Toni Drive. After careful consideration, the City has selected the final enhancements among the preliminary recommendations and has decided to move forward with implementation. Task 5.1 - Field Work and Data Collection Kimley-Horn will perform a field review of observable conditions for the preparation of the traffic signal modifications plan and signing and striping plans. Task 5.2 - Prepare Signing and Striping Plans Kimley-Horn will prepare an 80% signing and striping plan at the corridor of Dinah Shore Drive from Miriam Way to Toni Drive. The plans will show both existing striping configurations and proposed striping configurations. Proposed configurations will be based on the signing and striping improvements recommended by the Dinah Shore Drive Corridor Roadway Safety and Capacity Study technical memorandum. The plans will be prepared in accordance with current City of Palm Desert and Caltrans standards and will be prepared at 40-scale (1” = 40’) on 11” x 17” sheets using AutoCAD 2022 version drafting software. The base maps will reference aerial imagery. Once the 80% design is approved, we will prepare a 100% design for a final submittal. Deliverables: One (1) 80% signing and striping plan in PDF format; One (1) 100% signing and striping plan in PDF format Task 5.3 - Prepare Traffic Signal Modifications Plan Kimley-Horn will prepare traffic signal modifications plans at the following intersections: 1. Monterey Avenue and Dinah Shore Drive 2. Dinah Shore Drive and Toni Drive The traffic signal modifications plans will be prepared in accordance with current City of Palm Desert and Caltrans standards and will be prepared at 20-scale (1” = 20’) on up to two (2) 11” x 17” or full-sized sheets using AutoCAD 2022 version drafting software. The plans will reference screened as-built traffic signal plans provided by the client. The plans will highlight proposed locations and details of the improvements recommended by the Dinah Shore Corridor Roadway Safety and Capacity Study technical memorandum. There will be an 80% and 100% submittal. Deliverables: Two (2) 80% traffic signal modification plans in PDF format; Two (2) 100% traffic signal modification plans in PDF format Task 5.4 - Prepare Updated Traffic Signal Timing Coordination and Traffic Signal Timing Sheets Based on the signal timing improvements recommended by the Dinah Shore Drive Corridor Roadway Safety and Capacity Study technical memorandum, Kimley-Horn will review and revise the existing signal timing coordination plans at the following intersections: 1. Dinah Shore Drive and Miriam Way 2. Dinah Shore Drive and Shoppers Lane 3. Dinah Shore Drive and Monterey Avenue 4. Dinah Shore Drive and Toni Drive Based on the updated coordination parameters, Kimley-Horn will prepare updated traffic signal timing sheets at the following intersections: 1. Dinah Shore Drive and Miriam Way 2. Dinah Shore Drive and Shoppers Lane 3. Dinah Shore Drive and Monterey Avenue 4. Dinah Shore Drive and Toni Drive Deliverables: One (1) technical memorandum summarizing the findings of Task 5.4; Updated signal timing sheets in PDF format Task 5.5 - Specifications and Opinion of Probable Construction Costs (OPCC) Kimley-Horn will prepare construction specifications for bidding, and an opinion of probable construction cost (OPCC) for City use. Task 5.5a. Kimley-Horn will prepare construction specifications document consistent with City format. Construction specifications will be written specific to the project. Submittal of specifications will be delivered to the City at 80% complete and 100%. This task assumes one round of consolidate comments following the 80% submittal. We will provide a digital file for the specification package in Microsoft Word format at the project completion. Task 5.5b. Kimley-Horn will prepare an itemized construction bid schedule and OPCC. Our Opinion of Probable Construction Estimate will be delivered to the City at 80% complete and 100% in spreadsheet format. This task assumes one round of consolidated comments following the 80% submittal. Deliverables: 80% Specifications and OPCC; 100% Specifications and OPCC Task 6: As-Needed Traffic Engineering Services In addition to Tasks 1 through 5, Kimley-Horn will provide as-needed traffic engineering services to the City upon request to meet the City’s needs. Sr. Prof. III Sr. Prof. II Prof. II Prof. I Analyst Support Traffex Forbes 1 Project Management $24,560 1.1 Project Team (PT) Meetings 40 20 32 8 24,560 2 Signal Timing Review and Implementation Support $93,760 Review CVAG Signal Synch Timing for Phase I & II 30 24 48 118 4 40 53,130 Fine Tuning 8 22 62 4 56 82 40,630 3 Grant Application Preparation $39,450 Three Grant Applications 16 8 42 36 92 6 39,450 4 Traffic Signal Timing Recommendations and Existing Timing Sheet Review at 99 Locations $50,200 4.1 Traffic Signal Timing Recommendations 10 6 4 118 4 25,100 4.2 Update and Review Timing Sheets 10 6 4 118 4 25,100 5 Dinah Shore Corridor Improvements $75,455 5.1 Field Work and Data Collection 2 5 5 32 4 8,885 5.2 Signing and Striping Plans 6 10 10 40 4 14,250 5.3 Traffic Signal Modifications Plan 6 10 10 10 40 4 16,100 5.4 Updated Traffic Signal Timing Coordination and Traffic Signal Timing Sheets 6 10 10 10 40 4 40 23,500 5.5 Specifications and Opinion of Probable Construction Costs 10 10 10 24 4 12,720 6 Additional Support 12 10 10 10 52 4 20,060 156 99 127 104 768 54 136 82 $350.00 $315.00 $230.00 $185.00 $155.00 $125.00 $185.00 $150.00 54,600$ 31,185$ $29,210 $19,240 $119,040 $6,750 25,160$ 12,300$ $297,485 $3,746 $500 $13,684 $315,415PROJECT TOTAL Direct Expenses (Travel, Outside Printing, Plotting, Courier Service/Fed Ex, etc.) Indirect Expenses (not included in Direct Expenses - billed at 4.6% of labor fee) Task Description Fee Proposal for Project 553-20 Amendment TRAFFIC OPERATIONS AND CAPACITY IMPROVEMENTS - PART III KIMLEY-HORN TEAM TOTAL $ by Task TOTAL NUMBER OF HOURS LABOR Subconsultants Mark up (10%) !( !( !( !(!(!(!(!(!(!(!(!( !( !( !( !( !( !( !( !( !( !( !(!(!(!(!(!(!(!(!(!(!(!(!(!( !(!(!(!(!(!(!( !( !( !( !( !( !( !( !( !(!(!(!( !( !( !(!(!( !( !( !( !(!(!( !( !( !(!( !(!(!(!(!(!(!( !( !(!(!(!(!( !( !( !( !( !( !(!(!(!( !( !( !( !( !( !( !(COOKMONTEREYCOUNTRY CLUB FRED WARING HIGHWAY 111 FRANK SINATRAPORTOLA WASHINGTONDINAH SHORE GERALD FORD PORTOLAFRED WARING HOVLEY HIGHWAY 74PORTOLAELDORADOGERALD FORDTOWN CENTERCALIFORNIA HAYSTACK HOVLEY WARNERFAIRWAY MERLE CO L L E G E DE ANZA MAGNESIA FALLS 42ND ALESSANDRO SHADOW MOUNTAIN KANSASPITAHAY A RUTLEDGE EDGEHILL SAN GORGONIO DEEP CANYONDOLCE HARRISSAN PASCUALCAHUILLA CORPORATEPAINTERSDEEP CANYONCity of Palm Desert - Signalized Intersections ¯ Legend !(Signalized Intersections Palm Desert Boundary [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Chris Escobedo, Assistant City Manager REQUEST: APPROVE AMENDMENT NO. 1 TO CONTRACT NO. C43220 WITH FLOCK SAFETY FOR PHASE 2 OF A FIXED LOCATION AUTOMATED LICENSE PLATE RECOGNITION (ALPR) SYSTEM RECOMMENDATION: 1. Approve Amendment No. 1 to Contract No. C43220 with Flock Safety, in substantial form, for phase 2 of a fixed location Automated License Plate Recognition (ALPR) system in the amount of $151,050 in the first year and $132,500 each year thereafter, subject to annual budget appropriation. 2. Authorize the City Manager or designee to negotiate, finalize and execute a contract with Flock Safety. BACKGROUND/ANALYSIS: On June 9, 2022, the City Council awarded a contract to Flock Safety for the deployment of 49 ALPR cameras. This award included Flock Safety participating in a Request for Proposal (RFP) process and being reviewed and recommended by a committee comprised of Council, Public Safety Commissioners, Riverside County Sheriff’s Department, and City staff. Flock Safety contracts with over 1,000 cities and 1,500 law enforcement agencies across the country. They currently contract with the Riverside County Sheriff’s Department together with 20 out of 28 cities within the county, including Indian Wells and Rancho Mirage. Flock Safety operates a subscription-based model of $2,500 per camera per year, which includes all hardware, software, and LTE connectivity, together with a one-time fee of $350 per camera. Staff has brought this item forward sooner in the process since Flock Safety indicated their price will increase by $500 per camera on April 1, 2023. Approving this amendment prior to that date will save the City $53,000 over the two-year term of the agreement. The system became operational in October 2022. Since that time, it has proven to be an effective force multiplier for the Riverside County Sheriff’s Department (RCSD) leading to the apprehension of criminals faster, quicker closure of cases, and being able to help RCSD solve cases that they could not without this technology. In addition, key items recovered using Palm Desert's ALPR system include: • Over 45 stolen vehicles with a median value of $16,000 have been recovered. This equates to roughly $720,000 in recovered stolen vehicles alone. Item 1Q-1 City of Palm Desert Recommendation to Award Contract – ALPR Technology at Selected Intersections Page 2 of 2 • The stolen vehicles recovered included over $120,000 in stolen and recovered merchandise. • Over six pounds of fentanyl have been recovered, over four ounces of methamphetamine, over three ounces of cocaine and several weapons have been taken off the street. RCSD staff presented the ALPR update and phase 2 information to the Public Safety Commission on March 8th and at the March 9th Council meeting. Staff will continue to develop metrics and reports on the success of the system. FINANCIAL IMPACT: The contract law enforcement rate with RCSD is lower than estimated for the current fiscal year. This project will be paid from the anticipated savings of this lower rate for professional services – police service contract account number 1104210-4304000. REVIEWED BY: Assistant City Manager: Chris Escobedo Finance Director: Veronica Chavez City Manager: Todd Hileman ATTACHMENTS: 1. Amendment No. 1 with Flock Safety ALPR Year 1 Each Year Thereafter # of Cameras Phase 1 140,050$ 126,000$ 49 Phase 2 151,050$ 132,500$ 53 Total 291,100$ 258,500$ Item 1Q-2 Contract No. C43220 Page 1 of 3 Revised 11-2-20 BBK 72500.00001\32445060.1 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND FLOCK GROUP, INC. 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement is made and entered into as of this 23 day of March 2023, by and between the City of Palm Desert (“City”) and Flock Group, Inc. a CORPORATION with its principal place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled Professional Services Agreement dated July 1, 2022 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide automatic license plate detection services and equipment. 2.2 Amendment. The City and Consultant desire to amend the Agreement to add an additional 53 cameras and additional compensation for these services. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.1 and 3.3 of the Agreement. 3. Terms. 3.1 Scope of Services and Term. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows: " One-time professional services agreement. Includes site and safety assessment, software updates, maintenance, camera setup and testing, and shipping and handling for 53 law enforcement grade infrastructure-free license plate recognition cameras with vehicle fingerprint technology" “Exhibit [A] is hereby amended to include in its entirety Exhibit [A] attached hereto and incorporated herein by reference.” Section 3.3 Fees and Payment. Section 3.3.1 Compensation of the Agreement is hereby amended in to add as follows: “The total compensation shall not exceed for phase 2 $151,050 in the first year of the term and $132,500 for each subsequent year without written approval of the City Council or City Manager, as applicable. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Item 1Q-3 Contract No. C43220 Page 2 of 3 Revised 11-2-20 BBK 72500.00001\32445060.1 Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Item 1Q-4 Contract No. C43220 Page 3 of 3 Revised 11-2-20 BBK 72500.00001\32445060.1 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND FLOCK SAFETY,INC IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the PROFESSIONAL SERVICES AGREEMENT as of the day and year first above written. CITY OF PALM DESERT By: __________________________________ L.TODD HILEMAN City Manager ATTEST: By: _________________________________ Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: ____________________________________ Best Best & Krieger LLP City Attorney FLOCK GROUP,INC By: Its: ______________________________________ Printed Name: ____________________________ By: Its: ______________________________________ Printed Name: ____________________________ QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1Q-5 FLOCK GROUP INC. ADDITIONAL SERVICES AGREEMENT This Agreement combined with the existing agreement referenced in Amendment No. 1 describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Customer”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the terms of the previously executed agreement (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. This additional services Agreement will be effective when this Order Form is executed by both Parties (the “Effective Date”). Agency: CA - City of Palm Desert Legal Entity Name: \FSLegalEntityName{r}\ Contact Name: Chris Escobedo Address: 73510 Fred Waring Drive Palm Desert, California 92260 Phone: (760) 776-6454 E-Mail: cescobedo@cityofpalmdesert.gov Expected Payment Method: \FSExpectedPaymentMethod1\Billing Contact: \FSBillingContact1\ (if different than above) Initial Term: 24 months Renewal Term: 24 months Billing Term: Payment due Net 30 per terms and conditions Billing Frequency: 1 year invoices broken into 3 payments. 1st invoice: All professional services/implementation costs and 50% of Annual Recurring Subtotal. 2nd Invoice: 25% of Annual Recurring Subtotal. 3rd Invoice: 25% of Annual Recurring Subtotal. Annual payment at annual subscription term date invoiced for the remainder of subscription term after initial 12 months. Sales tax will be added to all fees as applicable. If your organization is tax exempt, please check this box: \FSTaxExemptCheckbox1\ and email your Sales Tax Exemption Certificate to billing@flocksafety.com. Exhibit "A" Item 1Q-6 Professional Services and One-Time Purchases Name Price/Usage Fee QTY Subtotal Professional Services - Standard Implementation Fee $350.00 53.00 $18,550.00 Hardware and Software Products Annual recurring amounts over subscription term Name Price/Usage Fee QTY Subtotal Falcon $2,500.00 53.00 $132,500.00 Subtotal Year 1: $151,050.00 Subscription Term: 24 Months Annual Recurring Total: $132,500.00 Estimated Sales Tax: $0.00 Total Contract Amount: $283,550.00 Item 1Q-7 By executing this Order Form, Agency represents and warrants that it has read and agrees to all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Agency: CA - City of Palm Desert By: \FSSignature2\ By: \FSSignature1\ Name: \FSFullname2\ Name: T\FSFullname1\ Title: \FSTitle2\ Title: \FSTitle1\ Date: \FSDateSigned2\ Date: \FSDateSigned1\ Item 1Q-8 EXHIBIT A This agreement is governed by the terms as set out in this attached agreement that has been previously executed by both parties. Item 1Q-9 [This page has intentionally been left blank.] CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Anthony Mejia, City Clerk Thomas Soule, Public Affairs Manager REQUEST: LETTER OF OPPOSITION TO SENATE BILL 423 RECOMMENDATION: Receive and file a letter of opposition to Senate Bill 423 regarding multifamily housing developments. BACKGROUND/ANALYSIS: In 2017, the Legislature passed, and the Governor signed SB 35. This law makes the approval of multifamily developments, many of which meet inadequate criteria, “ministerial” actions. As a result, the approval of these developments pre-empts local discretionary land use authority, bypasses the California Environmental Quality Act (CEQA), and ignores public input. On March 16, 2023, the League of California Cities issued a call for action to oppose SB 423. SB 423 would expand SB 35 provisions and eliminate the January 1, 2026, sunset date, permanently requiring cities to ministerially approve certain housing projects without public input or environmental review. SB 423 was assigned to the Senate Housing Committee and will be heard on March 21. Due to the time sensitivity of this matter, the Legislative Review Committee (Mayor Kelly and Mayor Pro Tem Quintanilla) authorized issuance of the letter and the City Council is requested to receive and file the attached letter. FINANCIAL IMPACT: There is no fiscal impact associated with issuance of the proposed letter. REVIEWED BY: City Clerk: Anthony J. Mejia City Manager: Todd Hileman ATTACHMENT: Draft Letter Item 1R-1 March 23, 2023 The Honorable Scott Wiener Chair, Senate Committee on Housing 1021 O Street, Suite 3330 Sacramento, CA 95814 Dear Senator Wiener: On behalf of the City of Palm Desert, a city with demonstrated commitment to expanding affordable housing, I am writing to express our strong opposition to your proposed measure, SB 423, which seeks to expand the provisions of SB 35 and eliminate the January 1, 2026, sunset date. We recognize that California is facing a severe housing crisis, and this issue is of paramount concern to our community. As you may be aware, the majority of Californians consider housing affordability to be one of the most pressing problems in their community, and the rising cost of housing is making it increasingly difficult for younger generations to afford a home. As a city, we are acutely aware of this problem and are working hard to find innovative solutions that can help us build homes of all income levels. Our local leaders are tackling this issue head- on, but it has been challenging to do so effectively, given the barrage of overreaching housing bills that are introduced every year. Unfortunately, SB 423 is the latest example of such legislation. The proposed measure would only exacerbate the problem by forcing cities to approve certain housing projects without considering the needs of the community, opportunities for environmental review, or public input. By ignoring the concerns of those directly affected by such projects, the proposed measure would only further erode public trust in government and lead to additional ballot measures aimed at limiting housing development. Instead of pursuing top-down, one-size-fits-all legislation, we urge you to collaborate with local officials. The League of California Cities is calling on the Governor and lawmakers to include a $3 billion annual investment in the state budget to help cities prevent and reduce homelessness and spur housing development. We believe that targeted, ongoing funding is the only way to find community-based solutions that can get our residents off the streets and keep them in their homes. A sustainable state investment that matches the scale of this long-term crisis is what is really needed to address the problem. For these reasons, we respectfully request that you withdraw SB 423, and work together with us to find better solutions to the housing crisis. If you have any questions regarding our opposition, please do not hesitate to contact the City Manager, Todd Hileman, at (760) 346-0611 or email thileman@palmdesert.gov. Sincerely, Kathleen Kelly Mayor cc: Assembly Member Gregg Wallis, 47th District Senator Steve Padilla, 18th District Erin Sasse, Cal Cities Item 1R-2 Page 1 of 4 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Randy Bowman, Deputy Director of Public Works REQUEST: REQUEST FOR DIRECTION ON THE WALK AND ROLL PD IMPLEMENTATION PLAN (PROJECT NO. 565-21) RECOMMENDATION: Approve as proposed the Walk and Roll PD Implementation Plan dated March 3, 2023. BACKGROUND/ANALYSIS: Background: The General Plan envisions an interconnected multi-modal transportation system, offering diverse options such as automobiles, public transit, golf carts, bicycling, and walking. Recognizing this need, the City Council approved an initial amount of funding for the project in the City’s Fiscal Year 2020-2021 Capital Improvements Budget. On April 8, 2021, the City Council awarded Contract No. C41270 in the amount of $250,000 to Michael Baker International of Palm Desert, California, for Professional Services for the Citywide Bikeway and Pedestrian Improvements, now known as Walk and Roll PD, Project No. 565-21. Project Description: The primary goals of Walk and Roll PD are to assess existing pedestrian/bicycle infrastructure, identify gaps in the pedestrian/bicycle network, and develop prioritized recommendations to address the identified gaps. Bicycle infrastructure was assessed throughout the City and the assessment of pedestrian infrastructure was focused within the urban core of the City. Once gaps were identified, improvements were prioritized based on several factors including connectivity, safety, constructability, and ease of use. Stakeholder and Public Input: The consultant commenced the project on May 14, 2021, with field assessments to document existing infrastructure and identify existing pedestrian and bicycle gaps. The project team sought input from stakeholders through social media outreach, interactive widgets on the Engage Palm Desert project page, and community meetings. The Engage Palm Desert project page has allowed residents to review completed studies and presentations, take surveys, identify existing issues/concerns using a mapping tool, and share ideas to improve the existing network. All the feedback received from residents on the web page was considered when identifying and prioritizing gaps. Item 2A-1 City of Palm Desert Request Direction on the Walk N Roll PD Implementation Plan Page 2 of 4 The project team also identified and engaged key stakeholders including City Council ATP Sub- Committee, Desert Recreation District, Coachella Valley Association of Governments, Palm Desert Area Chamber of Commerce, Desert Bicycle Club, Friends of CV Link, and Riverside County Public Health Department. Outreach meetings were held as follows: Community Meeting #1: November 22, 2021 Community Meeting #2: January 24, 2022 City Council ATP Subcommittee: March 22, 2022 City Council ATP Study Session: April 28, 2022 City Council ATP Subcommittee: November 14, 2022 Stakeholder Meeting: December 13, 2022 City Council Walk and Roll PD Study Session: February 16, 2023 Parks and Recreation ATP Briefing: March 7, 2023* *Parks and Recreation Commission asked to review and provide additional comments at their April meeting. Recommendation: Based on the prioritization scoring, staff recommends implementing a program to fill in gaps in the City’s bikeway and pedestrian facility network in a phased approach beginning in FY22/23. Refer to the attachment Bikeway Types for illustrations and example locations of the different types of bikeways envisioned in the Walk and Roll PD program. The program is proposed to be implemented using the following procurements methods: • Progressive Design/Build – The City advertises a Request for Proposals with a scope that includes the design and construction of the project; the City awards a contract to the best team with an initial amount for the design, then, following completion of the design, the City amends the contract for the construction amount. This procurement method is appropriate for low-risk transportation projects where no right-of-way or easement acquisition is needed, extensive property owner involvement is required, and no utility relocation work is required. Much of the bikeway implementation can utilize this innovative contracting method given that work is contained within the roadway and extensive reconstruction of the roadway for the bikeway implementation is not required. • Design-Bid-Build – The City procures the designer first, the designer completes the design, then the City procures the contractor. This method is appropriate where there is the probability that right-of-way or easement acquisition is high, extensive coordination is required with affected property owners, and where there is a high probability of utility relocations. The proposed sidewalk project locations will require this project procurement method. The proposed program will also bundle bikeway implementation with existing projects or programs. For example: • The City’s annual roadway slurry seal program in recent years has been a vehicle for updating bikeway markings or filling in bikeway gaps and is proposed to implement over eight miles of Class 2 and Class 3 bikeways. • The construction of the North Sphere Fire Station requires the widening of Gerald Ford Drive, an improvement that will implement one mile of buffered Class 2 bikeway. Item 2A-2 City of Palm Desert Request Direction on the Walk N Roll PD Implementation Plan Page 3 of 4 Staff recommends approval of the proposed implementation plan as shown in Attachment 1, Walk and Roll PD Implementation Plan. If approved, the implementation plan will result in the addition of over 28 miles of new, upgraded bikeways and sidewalk to the City’s active transportation network. Following approval by the City Council, staff will proceed with developing procurement documents for the first projects. In the future, staff will also bring a planned contract amendment to the City Council for the project consultant to design the pedestrian improvements project. The project consultant will also assist the City in publishing a comprehensive mapping of the City’s ATP program to Engage Palm Desert. Strategic Plan: Walk and Roll PD fulfills the following priorities identified in the City’s Strategic Plan: • Tourism and Marketing – Priority 1: “Improve access to Palm Desert and its attractions to enhance the ease of lifestyle.” • Transportation – Priority 1: “Create walkable neighborhoods and areas within Palm Desert that would include residential, retail, services and employment centers, and parks, recreation and open space to reduce the use of low occupancy vehicles.” • Transportation – Priority 3: “De-emphasize single/low-occupancy vehicles and optimize modes of travel (bus, carpool, golf-cart, bicycle and pedestrian).” FINANCIAL IMPACT: The Walk and Roll PD project is included in the Fiscal Year 2022/2023 through 2026/2027 budgets as shown in the table below. Measure A Fund is the source for this project; therefore, there is no financial impact to the City’s general fund. Funds Account Fiscal Year Budget Expended Balance Measure A 2134633-5000103 FY21/22 $250,000 $69,474 FY22/23 $1,000,000 FY23/24 $1,150,000 FY24/25 $500,000 FY25/26 $500,000 FY26/27 $500,000 Total $3,900,000 $69,474 $3,830,526 REVIEWED BY: Department Director: Martin Alvarez Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENT: 1. Walk and Roll PD Implementation Plan Item 2A-3 City of Palm Desert Request Direction on the Walk N Roll PD Implementation Plan Page 4 of 4 2. Bikeway Types Item 2A-4 Year Street From To Length (miles)Facility Type Magnesia Falls Drive Monterey Avenue San Pablo Avenue 0.50 Buffered Class 2 Bikeway (north) Magnesia Falls Drive San Pablo Avenue Portola Avenue 0.50 Buffered Class 2 Bikeway (south) Grapevine Street Highway 74 Portola Avenue 1.20 Class 3 Bikeway Goldenrod Lane Grapevine Street Ironwood Street 0.25 Class 3 Bikeway Ironwood Street Verba Santa Drive San Luis Rey Avenue 0.64 Class 3 Bikeway Fairview Drive Portola Avenue Deep Canyon Road 0.50 Class 3 Bikeway Deep Canyon Road Fairway Drive Abronia Trail 0.38 Class 3 Bikeway El Paseo San Luis Rey Avenue Highway 111 0.44 Class 3 Bikeway California Drive Fred Waring Drive Avenue of the States 1.91 Class 3 Bikeway Warner Trail Drive Fred Waring Drive Hovley Lane East 1.03 Class 3 Bikeway Michigan Drive Warner Trail Avenue of the States 0.54 Class 3 Bikeway Idaho Street Michigan Drive Hovley Lane East 0.09 Class 3 Bikeway Cabrillo Avenue Highway 111 De Anza Way 0.18 Class 3 Bikeway Portola Avenue Hwy 111 El Paseo 0.10 Class 3 Bikeway Portola Avenue El Paseo Chicory Street 0.21 Class 2 Bikeway Portola Avenue El Paseo Shadow Mountain Drive 0.13 Class 2 Bikeway Portola Avenue Chicory Street Fairway Drive 0.15 Class 3 Bikeway (west) Class 2 Bikeway (east) Portola Avenue Fairway Drive Grapevine Street 0.28 Class 2 Bikeway (west) Class 3 Bikeway (east) Portola Avenue Grapevine Street Vintage Drive 0.22 Class 3 Bikeway Portola Avenue Vintage Drive Mesa View Drive 1.33 Class 2 Bikeway Portola Avenue Dinah Shore Drive Magnesia Falls Drive 3.85 Class 2 Bikeway Portola Avenue Magnesia Falls Drive Hwy 111 1.03 Class 3 Bikeway Cook Street Fred Waring Drive Merle Drive 0.76 Class 2 Bikeway Cook Street Frank Sinatra Drive Gerald Ford Drive 0.61 Class 2 Bikeway Country Club Drive Monterey Avenue Washington Street 5.09 Class 2 Bikeway Eldorado Drive Hovley Lane East Frank Sinatra Drive 1.01 Buffered Class 2 Bikeway Oasis Club Drive Hovley Lane East Country Club Drive 1.01 Buffered Class 2 Bikeway Frank Sinatra Drive Eldorado Drive Tamarisk Row Drive 0.24 Buffered Class 2 Bikeway Tamarisk Row Drive Frank Sinatra Drive Country Club Drive 1.35 Buffered Class 2 Bikeway Hwy 111 Village Center Drive Deep Canyon Road 0.35 Buffered Class 2 Bikeway San Gorgonio Way Monterey Avenue Las Flores Lane 0.48 Crosswalks De Anza Way San Pablo Avenue Portola Avenue 0.50 Crosswalks and sidewalk San Juan Drive Fairhaven Drive Park View Drive 0.17 Sidewalk Fairhaven Drive Fred Waring Drive San Juan Drive 0.14 Sidewalk San Anselmo Avenue Royal Palm Drive Fred Waring Drive 0.27 Crosswalks and sidewalk Royal Palm Drive San Anselmo Avenue San Pablo Avenue 0.23 Crosswalks and sidewalk Catalina Way San Anselmo Avenue San Pablo Avenue 0.22 Crosswalks and sidewalk Catalina Way San Pablo Avenue Portola Avenue 0.50 Crosswalks and sidewalk Design FY22/23, Construct FY23/24 Gerald Ford Drive Cook Street Frank Sinatra Drive 1.01 Buffered Class 2 Bikeway Class 2 Bikeway:12.40 miles Buffered Class 2 Bikeway:4.96 miles Class 3 Bikeway:8.94 miles Sidewalk:2.02 miles Total:28.32 miles Project Totals WALK AND ROLL PD IMPLEMENTATION PLAN Construct FY22/23 with Slurry Seal Program Design FY22/23, Construct FY23/24 through Progressive Design-Build Design FY22/23 - FY23/24, Construct beginning FY24/25 Printed 3/3/2023 Item 2A-5 BIKEWAYTYPESPortola Avenue n/o Country Club DriveSan Pablo Avenue n/o Hwy 111Monterey Avenue n/o Park View DriveMulti‐Use Path (Class I)Buffered Bike Lane (Class II)Conventional Bike Lane (Class II)Shared Roadway (Class III)CV Link on Magnesia Falls Drive San Pablo Avenue n/o Fred Waring DriveTwo‐Way Cycle Track (Class IV)One‐Way Cycle Track (Class IV)San Pablo Avenue s/o Fred Waring DriveItem 2A-6 PALM DESERT LRSP Citywide Bicycle and Pedestrian Projects°0 0.5 1 Miles Source: ESRI, Riverside County, City of Palm Desert LEGEND 2023 Slurry Seal Projects Walk and Roll PD Phase 1 (Design-Build Bikeway Improvements) Walk and Roll PD Phase 2 (Sidewalk Improvements) Other Projects PD Link Phase 1 PD Link Phase 2 FRED W A R I N G D R PARKVIEW DR PAINTERSPATHEDGEHILL DRHWY 74FAIRWAY DR GRAPEVINE ST PORTOLA AVESHADOW MOUNTAIN DR HWY 111 EL PASEO HOVLEY LN DEEP CANYON AVEMONTEREY AVEMONTEREY AVE10 MAGNESIA FALLS DR Palm Springs Indian Wells Cahuilla Hills Item 2A-7 [This page has intentionally been left blank.] Page 1 of 3 CITY OF PALM DESERT STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Eric Ceja, Director of Economic Development REQUEST: APPROVE A PROFESSIONAL SERVICES AGREEMENT (PSA) IN THE AMOUNT OF $63,000 WITH STREETSENSE CONSULTING, LLC, FOR A MARKET STUDY OF THE VACANT PARCELS AT DESERT WILLOW GOLF RESORT RECOMMENDATION: 1.Approve a Professional Services Agreement with Streetsense Consulting, LLC, to conduct a market study to analyze the highest and best use for the vacant parcels located at the Desert Willow Golf Resort. 2.Authorize the City Manager to execute the agreement and make any amendments to the agreement as needed. BACKGROUND/ANALYSIS: Strategic Plan: •Economic Development – Priority 1: “Expand job and business creation opportunities.” •Economic Development – Priority 4: “Expand and raise awareness of business-friendly services in order to retain and attract business.” •Land Use, Housing & Open Space – Priority 1: “Enhance Palm Desert as a first-class destination for premier shopping and national retail businesses.” •Land Use, Housing & Open Space – Priority 5: “Utilize progressive land use policies and standards to support ongoing and future needs.” Background Analysis: On February 15, 2023, the City Council participated in a goal study session for the calendar year of 2023. As a result of the session, the City Council identified the need to “develop a strategy for the disposition and development of the remaining Desert Willow Golf Resort properties.” On February 28, 2023, as a follow up to the goal study session, staff met with the Economic Development Subcommittee (EDS) to discuss potential strategy options. In discussion with the EDS, staff identified the need to dispose of the vacant parcels through the Surplus Land Act (SLA) process and that a market study identifying the potential development options would be beneficial. The subcommittee recommended moving forward with such a study. Discussion: Item 2B-1 City of Palm Desert Desert Willow – Streetsense Contract Page 2 of 3 Staff has been in discussion with Streetsense Consultants, LLC, out of Washington D.C., to perform a market demand study that would aid in the City’s goal in identifying the highest and best use for the remaining vacant parcels at the Desert Willow Golf Resort. The proposed study will look at the parcels identified in the table below, including the remaining DSRT Surf overflowing parking lot for potential retail development. Parcel B, the DSRT Surf project site, is an optional parcel to include in the study. The study will be divided into two phases: Phase 1: “Research and Immersion,” of the project site and the unique context and character of the resort properties. This phase will identify any potential challenges that may be a threat to continued development at the site. Item 2B-2 City of Palm Desert Desert Willow – Streetsense Contract Page 3 of 3 Phase 2: “Retail & Hospitality Market Assessment,” of the project includes a market assessment for the following land uses: - Retail - Hospitality and Short-Term Rentals (STRs) - Residential Upon completion of these phases the City will receive an analysis of Streetsense’ findings for market demand and potential absorption rates for each of the uses listed in Phase 2. These findings will assist the City in assessing any future development proposals for the vacant parcels. The cost for these services is $63,000 and the study will be completed within 8 weeks of the contract’s execution. The cost of this study is also reimbursable to the City upon sale of any of the remaining Desert Willow properties. The City previously worked with Streetsense on a market study for the mall site and staff was very pleased with the results and expertise displayed by the Streetsense team. The City Manager has approved an exception to the bidding requirements for this study as being in the interest of the City given a recent award of contract for similar work to this contractor and the urgency to get this study started as part of the Surplus Land Act process for disposition of Desert Willow properties. FINANCIAL IMPACT: Funds for this service are budgeted in the Economic Development Department’s Professional Services funds, Account No. 1104430-4309000 ($40,000) and General Services Account No. 1104159-4309000 ($23,000). Upon completion of the sale of the remaining vacant parcels at the Desert Willow Golf Resort these funds may be reimbursed to the City. REVIEWED BY: Department Director: Eric Ceja Attorney Review: Robert Hargreaves Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. DRAFT Professional Services Agreement 2. Streetsense Proposal Item 2B-3 Contract No. ____________ CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 23rd day of March, 2023, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California (“City”) and Streetsense CA, LLC a limited liability company, with its principal place of business at 641 S Street, NW, Washington, DC 20001("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Project. The City is a public agency of the State of California and is in need of professional services for the following project: Desert Willow Highest and Best Use Market Study Analysis (hereinafter referred to as “the Project”). 2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant is duly licensed and has the necessary qualifications to provide such services. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from March 23, 2023, to March 23, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their Item 2B-4 Contract No. ____________ performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Anya Chan, Director, Research + Analysis, Tom Colicchio, Research Analyst, Baiwei Zhang, Research Analyst, and Chris Chandler-Liu, Research Analyst. 3.2.5 City's Representative. The City hereby designates Eric Ceja, Director of Economic Development, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Anya Chan, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant Item 2B-5 Contract No. ____________ represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause. 3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law Item 2B-6 Contract No. ____________ respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. 3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.3 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.2.11 Insurance 3.2.11.1 Minimum Requirements. Without limiting Consultant’s indemnification of City, and prior to commencement of the Services, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. (A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (B) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. (D) Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance Item 2B-7 Contract No. ____________ (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, volunteers and representatives. (E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (2) Pay on behalf of wording as opposed to reimbursement; (3) Concurrency of effective dates with primary policies; and (4) Policies shall “follow form” to the underlying primary policies. (5) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (F) Fidelity Coverage. Reserved (G) Cyber Liability Insurance. Reserved If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. 3.2.11.2 Other Provisions or Requirements. (A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (B) Duration of Coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance Item 2B-8 Contract No. ____________ shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured. (D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants. (G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. Item 2B-9 Contract No. ____________ (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements 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 subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review. (N) City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (P) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (Q) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. 3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of Item 2B-10 Contract No. ____________ the laws, regulations and policies of this Section. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed sixty-three thousand dollars ($63,000) without written approval of the City Council or City Manager, as applicable. 3.3.2 Payment of Compensation. Consultant shall submit to City monthly invoices which provide a detailed description of the Services and hours rendered by Consultant. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.4 Labor Code Requirements. 3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, Item 2B-11 Contract No. ____________ installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of Services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant. 3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5 Accounting Records. 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.6 General Provisions. 3.6.1 Termination of Agreement. 3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.6.1.3 Early Termination. Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the City Council fails to appropriate or allocate Item 2B-12 Contract No. ____________ funds for future payment under the Agreement after exercising reasonable efforts to do so, the City may upon seven (7) days’ written notice, order work on the Project to cease. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.6.1.4 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Item 2B-13 Contract No. ____________ 3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Streetsense CA, LLC 641 S Street, NW Washington, DC 20001 ATTN: Kurt Haglund, Chief Operating Officer City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Eric Ceja, Director of Economic Development Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.3 Ownership of Materials and Confidentiality. 3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. 3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project Item 2B-14 Contract No. ____________ or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3.4 Indemnification – Documents and Data. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers, agents and representatives free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, agents, volunteers and representatives from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. Item 2B-15 Contract No. ____________ 3.6.5 [Reserved] 3.6.6 Indemnification. 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, volunteers, or representatives. 3.6.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 3.6.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.6.13 Construction; References; Captions. Since the Parties or their agents have Item 2B-16 Contract No. ____________ participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE] Item 2B-17 Contract No. ____________ SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM DESERT AND STREETSENSE CA, LLC IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF PALM DESERT By: L. TODD HILEMAN CITY MANAGER ATTEST: By: Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney STREETSENSE CONSULTING, LLC [IF CORPORATION, TWO SIGNATURES, PRESIDENT OR VICE PRESIDENT AND SECRETARY OR TREASURER REQUIRED] By: Its: Printed Name: QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 2B-18 Contract No. ____________ Exhibit “A” EXHIBIT "A" SCOPE OF SERVICES Item 2B-19 Contract No. ____________ Exhibit “A” Item 2B-20 Contract No. ____________ Exhibit “B” EXHIBIT "B" SCHEDULE OF SERVICES Item 2B-21 Contract No. ____________ Exhibit “C” EXHIBIT "C" COMPENSATION Item 2B-22 HIGHEST & BEST USE ANALYSIS DESERT WILLOW, PALM DESERT THE CITY OF PALM DESERT PROPOSAL FOR PROFESSIONAL SERVICES MARCH 7, 2023 CONFIDENTIAL Item 2B-23 2 Eric Ceja, Director of Economic Development City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Eric, We are pleased to submit the enclosed proposal for assisting you with Desert Willow in Palm Desert, CA. As a global creative collective, our team of placeshapers, brandbuilders, and storytellers are well-positioned to help you succeed in this endeavor. We offer: • Two decades of experience creating places and brand people love. • Proven track record managing large, complex teams with diverse stakeholders. • Robust in-house research and market analysis capabilities. • Demonstrated commitment to long-term strategic partnerships that grow and evolve over time. • Unparalleled design-minded consultants and results-driven creatives spanning concepting and implementation, interior design and architecture, brand strategy, urban design, marketing strategy, and more. • Local and contextual focus combined with global perspective and presence that inspire creativity for the real world. If you have any questions, please feel free to reach out. Thank you for considering Streetsense for this effort. We look forward to hearing from you. Warm regards, Anya Chan Director, Research & Analysis achan@streetsense.com 240.423.0931 202.349.4000 STREETSENSE.COM @REALSTREETSENSE Item 2B-24 3 TABLE OF CONTENTS PROJECT UNDERSTANDING 4 OUR PROPOSAL 5 PROPOSED SCHEDULE & BUDGET 8 PAYMENT SCHEDULE 9 ABOUT STREETSENSE 10 GENERAL TERMS & CONDITIONS 11 BILLING & PAYMENT POLICIES 17 AUTHORIZATION 18 Item 2B-25 4 PROJECT UNDERSTANDING The City of Palm Desert (herein referred to as the Client) seeks a highest and best use analysis pertaining to five vacant parcels within Desert Willow Golf Resort. The Client is preparing the four parcels of approximately 14- 18 acres each, for sale and would like to understand the market supportable development opportunity that it can take to the market. Desert Willow Golf Course currently consists of a 2-course municipal golf resort, time share properties, resort hotels, and other residential developments. The city’s goal is to identify the highest and best use for the five parcels that is marketable to investors. The Client wants to focus on uses that promote and increase tourism to the city, like retail, hospitality, and resort uses. Based on the results of the market assessment, Streetsense will develop a series of yield plan options to test how to maximize those four parcels and how the sites can optimally layout those uses. Item 2B-26 5 OUR PROPOSAL PHASE 1: RESEARCH AND IMMERSION Streetsense will refresh our understanding of the asset, changes and updates to the competitive set and pipeline, and updates to desired outcomes and metrics. We will immerse ourselves in the asset as follows: Market tour to better understand local and regional community dynamics, the competitive marketplace, and the public space opportunity. Metrics and goals that align Streetsense and the Client and help drive decisions as we move forward. Strengths and challenges review to inform Streetsense of political, regulatory, or business challenges that have posed or may pose a threat to goals and objectives. DELIVERABLES • Project Brief PHASE 2: RETAIL & HOSPITALITY MARKET ASSESSMENT Streetsense will complete a retail, hospitality, and multifamily residential analysis to determine the site’s ability to support these uses and determine the highest and best use of the property. RESIDENTIAL ASSESSMENT Streetsense will investigate the potential for residential development, specifically market-rate rental multifamily residential development, at the property site based on a diagnostic assessment of the submarkets. The assessment will consider submarket vacancy rates, unit absorption, product type, price points, quality of space and future competition in the pipeline. Based on our submarket assessment, we will further evaluate the site’s ability to capture that demand, resulting in the total number of residential units that the site can support over the next 10 years. We will provide recommendations on the unit mix, rent price per square foot, and market appropriate amenities. HOSPITALITY & SHORT-TERM RENTAL ASSESSMENT Streetsense will investigate the potential for hospitality (both traditional hotel and resorts) development on the site based on a diagnostic assessment of the submarket. The assessment will consider the quality and quantity of existing hotel rooms, year-over-year occupancy rates, price points, and future competition in the hotel pipeline among other factors that would impact a hotel’s ability to succeed on the site. Item 2B-27 6 This process will determine any viable demand gaps in the market, identified by the total number of supportable hotel rooms over the next ten years. From this conclusion, we will further evaluate the site’s ability to capture that demand. Streetsense will provide estimates for RevPAR and occupancy levels. We will assess the opportunity for short-term rentals based on tourism trends and visitor patterns in the market, like average length of stay and reason for visit. We will leverage short-term rental performance data from airDNA to understand supply and opportunity in the market. We will also assess the market’s visitor demographics, seasonal residents, to define the target customer profile. To help the city make an informed decision related to short-term rental proposals, we will provide case studies for 3-5 short-term rental communities in comparable markets that evaluate the operators, offering, and performance to provide the city with context when reviewing opportunities. RETAIL MARKET ANALYSIS Streetsense will conduct a retail market analysis that will guide the future retail development efforts for the site with the best possible estimates of market supported retail demand in 2028 and 2033. The following outlines the steps taken to determine the market profile. Competition Assessment detailing the competition for customers in the immediate areas surrounding the site, as well as the regional competition in the market. We will also review the impact of existing and planned adjacent development projects on the supportable retail demanded at the site. We will assess the current tenanting, strengths, and challenges of each retail offering, and the gap in the market. It is the purpose of this analysis to ensure that the development is complementary, not competitive (i.e. that other developments will not cannibalize potential sales at the site). Trade Area Analysis will be drawn based on the market’s development trajectory, customer behavior, and the competition. We will establish primary, secondary, and tertiary trade areas, as appropriate based on competition, drive times, and sociological, psychological, and geographic boundaries, among other characteristics. Customer and Demographic Analysis outlining the density, customer profiles, and spending patterns within each trade areas to identify how expenditures throughout the area are distributed, and who the existing and potential customer bases are. The analysis will measure how much additional retail demand is derived from each of the following customer groups and their spending behavior: • Resident-Generated Spending: Our team will analyze the demographic characteristics of residents within each trade area including population, number of households, and household incomes and expenditures retail. • Employee-Generated Spending: Expenditures by the adjacent and nearby workforce will be studied for the primary trade area only. • Atypical Demand: Through our research, additional populations might be discovered and will be analyzed for spending potential (such as hospital visitors, business visitors, tourists, commuters, students, etc). Retail Demand Calculations and Capture Rates will be applied to the total customer spending for each retail category. Capture rates for the retail at the site will be influenced by current competition and Item 2B-28 7 projected development in the market, industry changes, and technology innovations. Retail demand will be calculated as total square feet per retail category. Streetsense has a reputation for being practical and conservative with our capture rates to ensure a balance in the market. This approach helps avoid the risk of retail vacancy and ensures the long-term viability of retail. DELIVERABLES • Market analysis summary report in PDF format Item 2B-29 8 PROPOSED SCHEDULE & BUDGET The following fees are not all inclusive. * Schedule is inclusive of time for scope of work. Client review time is not included. The above proposed fees are valid for a period of 90 days from the date of this Proposal. These fees are subject to change if the Scope of Work and/or Schedule described herein changes. SERVICE SCHEDULE* FEE PHASE 1 Immersion & Discovery 2 week $5,000 PHASE 2 Market Assessments 4-6 weeks - Residential Assessment $10,000 - Hospitality Assessment $20,000 - Retail Assessment $28,000 Total 6-8 weeks $ 63,000. Item 2B-30 9 PAYMENT SCHEDULE In consideration for the Services provided hereunder, Client shall pay Streetsense a professional fee of $63,000 (the “Fee”) plus any Out-of-Pocket Expenses. Streetsense requires a deposit of 20% of the fee ($12,600) in order to start work on this Project. A deposit invoice will be sent after signing and payment is due prior to commencement of work. Streetsense will issue monthly fee invoices based on the progress in the phases and deliverables according to the schedule outlined on the previous page (Proposed Schedule and Budget). The total fee shall not be exceeded without advance notification to the client. Where the fee arrangement is to be on an hourly basis, the rates shall be those that prevail at the time the services are rendered. Current rates are as follows: Designer I / Consultant I $135 - 200 Designer II / Consultant II $150 - 225 Designer III / Consultant III $165 - 250 Senior Consultant $185 - 275 Manager $200 - 300 Senior Manager $225 - 335 Director $250 - 375 Senior Director $285 - 425 Managing Director $350 - 525 Item 2B-31 10 ABOUT STREETSENSE Streetsense is a global creative collective. We’re placeshapers, brandbuilders, storytellers. For two decades, we’ve been creating places and brands people love—vibrant streetscapes and local gathering spots, big ideas and bespoke concepts, communities both physical and virtual. Our consultants and creatives make space for great experiences, and shape what’s next. 20 150+ 5 YEARS OF SHAPING WHAT’S NEXT CONSULTANTS AND CREATIVES GLOBAL HUBS AND HUNDREDS OF VISIONARY CLIENTS WHAT WE DO We partner with visionary clients to create amazing places and stories. It’s all about collaboration—tapping into our collective to find the right blend of talent and expertise, then working with you to get inspired, aligned, and focused on metrics that matter. TALENT & EXPERTISE CONSULTING TEAMS: Research and insights, real estate, retail and hospitality, food and beverage, public and nonprofit CREATIVE STUDIOS: Interior architecture, urban design, branding, marketing OUR APPROACH We’re design-minded consultants, results- driven creatives. It’s the space in between where the magic happens, bringing an innovative mindset to the places we shape, the stories we tell, the brands we love. MULTIDISCIPLINARY SOLUTIONS PLACE STRATEGY: holistic solutions focused on knitting together and maximizing the value of mixed-use places and destinations CREATIVE CONCEPTING: Innovative hospitality, food and beverage, and retail concepts—from vision to design to go-to-market 360° MARKETING: Comprehensive brand development, strategy, and implementation—from identity and digital presence to programming, activations, and events OUR MISSION We use our collective creativity to unlock better solutions—for our clients, for our employees and partners, and for the diverse communities and neighborhoods impacted by our work. We believe that the world’s most amazing places and stories are inclusive, empowering, and uplifted by a commitment to a humane and healthy future. OUR CULTURE At Streetsense, we call ourselves a global creative collective, and we mean what we say. Our roots are in real estate, but we’ve never been satisfied by one-dimensional thinking. Our teams are multi-talented, diverse, dispersed geographically, and united by the way we work together. We prioritize a culture of learning, collaboration, inclusion, and awareness, and lead the way by infusing creativity into the fabric of everything we do. Item 2B-32 11 GENERAL TERMS & CONDITIONS These General Terms & Conditions, along with any additional terms and conditions set forth in an appendix attached hereto and specifically applicable to the services being provided pursuant to the attached Proposal (collectively, the “Terms & Conditions”), shall govern the scope of services for the project (the “Project”). The Proposal, along with the Terms & Conditions, are referred to herein as the “Agreement”. FEES; HOURLY RATES Streetsense will complete the basic services set forth in the Proposal for the fees outlined therein. The total fee shall not be exceeded without advance notification to the Client. Where the fee arrangement is to be on an hourly basis, the rates shall be Streetsense’s standard hourly rates that prevail at the time the services are rendered. Current hourly rates are set forth in the Proposal and are subject to annual adjustment. REIMBURSABLE EXPENSES; OTHER OUT OF POCKET EXPENSES Unless otherwise set forth in the Proposal, the following are considered reimbursable expenses not included in the fee, as applicable, which shall be charged to the Client at cost plus a 10% administrative fee (collectively, the “Reimbursable Expenses”): § reproductions (blueprinting, copying, etc.); § postage and delivery services; § photography; § permit fees and/or permit expediting services, as applicable; § renderings and/or physical color boards beyond those expressly quoted in the Proposal; § outside vendor services; and/or § travel expenses including airfare (business class or equivalent for flight duration of more than four hours), rental car, hotel, mileage, parking, and other travel-related expenses. Additional out-of-pocket expenses such as signage, fabrication, printing, banners, etc. required by the scope of services shall be billed 100% in advance and must be paid prior to provision of such service. SUBCONSULTANTS Depending upon the scope of services, Streetsense shall have the right to subcontract all or any portion of the services to a qualified subconsultant; provided that Streetsense shall remain liable to Client for the performance of the work in accordance with the terms of this Agreement, whether self-performed or subcontracted. Subconsultant services shall be billed to Client at cost plus a 10% administrative fee. ADDITIONAL SERVICES Additional services are services not included in Streetsense’s basic services but may be required for the Project. Additional services shall arise when the Client materially modifies any initial information provided to Streetsense regarding the services, or where the Client requests changes to services previously provided, or where modifications are otherwise required for reasons outside of Streetsense’s control. Additional services shall be provided when mutually agreed upon in writing by Streetsense and Client, and Client shall compensate Streetsense either at the hourly rates indicated in the Proposal or for a mutually agreed upon fixed fee. PAYMENTS Unless otherwise set forth in the Proposal, invoices shall be submitted monthly to the Client and are payable within 30 days of Client’s receipt thereof. In the event of any question or dispute concerning an invoice, Client shall notify Streetsense in writing within 10 days of receipt of such invoice. Failure to notify Streetsense within such period shall make such invoice final and binding upon Client and shall constitute an irrevocable waiver of any claim with respect to the validity of charges set forth in such invoice. In the event that Streetsense receives a timely notification regarding a dispute from Client, the parties shall work in good faith to diligently resolve such question or issue. Invoice payment can be made via various methods including check, credit card, wire or automated clearing house (ACH). A convenience charge of 3.5% will be applied to all credit card payments, and wired payments must include payment of bank fees to effectuate the wire transfer. If an invoice is not paid within 60 days from Client’s receipt thereof (with the exception of disputed amounts set forth above), Streetsense may, without waiving any claim or right against the Client, and without liability to the Client, suspend or terminate its services and the Agreement.. Item 2B-33 12 LATE CHARGES In addition to any other rights and remedies of Streetsense, undisputed invoiced amounts not paid when due following notice to Client and reasonable opportunity to cure shall be increased by a monthly late charge of 1.5% on the then unpaid balance (18.0% true annual rate) for each month or portion thereof in which such invoiced amount remains due and unpaid, at the sole election of Streetsense. In the event any portion of an account remains unpaid 60 days after billing, Streetsense may terminate the Agreement, and the Client shall pay all costs of collection, including reasonable attorney’s fees. TAXES Client shall be responsible for all sales, use, value-added and excise taxes, and any other taxes, duties and charges of any kind imposed by any federal, state or local governmental entity, if any, on any amounts payable by Client to Streetsense hereunder; provided that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Streetsense’s income, revenue, gross receipts, personnel or real or personal property or other assets. STANDARD OF CARE The services shall be performed in a good and workmanlike manner by qualified personnel in accordance with standard industry practices for the type of services being performed in the same or similar locality and under the same or similar circumstances, and in accordance with the laws which are currently applicable to the services. Streetsense shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. THIRD PARTY PROCEEDINGS Streetsense’s services do not include preparing for, producing documents for, and/or testifying in third party proceedings, including, but not limited to mediation, dispute resolution or litigation arising from the Project to which Streetsense is not a party. Streetsense will be reimbursed for its costs (including reasonable attorney’s fees) in connection with such services. CLIENT’S REPRESENTATIVE/CLIENT RESPONSIBILITIES The Client shall designate one person to act as coordinator (the “Client Representative”) between the Client and Streetsense. The Client Representative shall provide Streetsense with information regarding any project details, special operational and code requirements, drawings, specifications, background information and any other applicable information prepared by Owner and/or its consultants required by Streetsense to complete the Project, and Streetsense shall be entitled to rely upon the accuracy and completeness of such information. The Client Representative shall provide information and clarifications regarding the Project in a timely manner, shall render decisions and approve Streetsense’s submittals in a timely manner in order to avoid unreasonable delay in the orderly progress of Streetsense’s services so that Streetsense can complete the services in accordance with Client’s schedule. The signature or email approval of the Client Representative shall be final and binding on Client. Streetsense shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client and/or the Client Representative to provide information or to otherwise fulfill its obligations hereunder. If after the Client Representative has approved a design or other deliverable, the Client alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services. INDEPENDENT CONTRACTOR STATUS Streetsense is an independent contractor, free to exercise its discretion and independent judgment as to the manner, method and means of performance of the services and the personnel who perform the services. Streetsense shall choose its personnel to perform the services, unless otherwise requested in writing by Client. Streetsense shall not be considered an employee, agent, joint venturer, partner or fiduciary of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, principal and agent, partners, co-venturers or any other relationship that may invoke fiduciary duties between Client and Streetsense or any employee or agent of Streetsense. NON-EXCLUSIVE NATURE OF THE WORK Streetsense reserves the right to cause work of the same, similar or different type as the services provided to Client to be performed by Streetsense personnel or its consultants or subcontractors for third parties (including, without limitation, projects for third parties which may be considered competing with the Client’s Project) during the term of any agreement, statement of work (“SOW”) or work order between Streetsense and Client, and thereafter. INDEMNIFICATION Client agrees to indemnify, defend and hold harmless Streetsense, its parents, subsidiaries and other affiliates, and each of their respective directors, officers, members, shareholders, agents, employees, representatives, successors and assigns (the “Streetsense Indemnitees”) against all claims, demands, obligations, suits or causes of action, whether at law or in equity, whether based on statute, regulation, or on theories of contract, tort, strict liability or otherwise (collectively, the “Claims”), and all losses, fees, costs, expenses, liabilities, fines, penalties, damages, injuries and interest (including reasonable attorney’s fees and court or other dispute resolution costs) related to such Claims (collectively, the “Losses”), brought against any or all Streetsense Indemnitees arising from or in connection with this Agreement; provided that the foregoing indemnification shall not apply in the event, and only to the extent, that the Claims and/or Losses are caused by the gross negligence or willful misconduct of a Streetsense Indemnitee. Item 2B-34 13 Client shall assume and conduct with due diligence and good faith at its expense the defense of any Claim it is notified about in writing by Streetsense with counsel reasonably acceptable to Streetsense. Client shall consult with Streetsense on all major decisions relating to such Claim. Client shall not, without the prior written consent of Streetsense, settle, compromise, or permit a default judgment or a consent to entry of any judgment with respect to any Claim for which Client has indemnification obligations under this Agreement, unless such settlement or compromise is solely for the payment of money and includes a full, unconditional release of each applicable Streetsense Indemnified party. In the event that Client fails to timely assume or diligently conduct the defense of any Claim or Streetsense reasonably concludes that there may be legal defenses available to any Streetsense Indemnitee which are different from, additional to, or inconsistent with, those available to Client, Streetsense shall have the right to select up to one separate counsel to participate in such action or proceeding on its behalf at Client’s expense. In addition, Streetsense reserves the right to defend itself or to participate with its own counsel in any action or proceeding relating to any Claim at its own expense. LIMITATION OF LIABILITY Streetsense maintains professional liability insurance. Client agrees that Streetsense’s and its consultants’ liability for errors and omissions, negligence, and/or breach of contract, whether a Claim be in tort, contract, statute, equity or otherwise, is hereby limited to the total amount of professional fees, not including out-of-pocket costs or expenses, paid to Streetsense by Client hereunder in the 12 months prior to the claimed damage or injury. Streetsense shall not be liable for any Claim in the event that Streetsense was not: (i) notified promptly upon Client’s becoming aware of the existence of such Claim; and (ii) given an opportunity to cure or mitigate such Claim, if possible. As applicable to the services, to the extent damages are covered by property insurance, Client and Streetsense waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. The Client or Streetsense, as appropriate, shall require their contractors, consultants and agents (as applicable) to provide similar waivers in favor of the applicable parties. Unless explicitly agreed to herein, in no event shall either party be entitled to any indirect, incidental, consequential, special, exemplary or punitive damages for any and all claims, disputes or other matters arising out of or relating to this Agreement, including, but not limited to loss of business, loss of profits or revenue, loss of use or opportunity, whether foreseeable or not, even if such party was advised of the possibility of such damages in advance. The liability of each party shall be limited to direct actual damages only as the sole and exclusive remedy hereunder, and all other remedies or damages at law or in equity are hereby waived. No employee, agent, representative, member, director, officer, general or limited partner or shareholder of either party shall be personally liable under this Agreement for any claim, damage or loss hereunder. WARRANTIES; LIMITATION OF WARRANTIES Streetsense represents and warrants that it has the authority to enter into this Agreement and that it is otherwise qualified and licensed, if and as applicable, to provide the services set forth in the Proposal. The warranties set forth above are in lieu of all other representations or warranties, express or implied, and Streetsense expressly disclaims and excludes any and all implied warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement. whether arising by custom of usage or operation of law. NO THIRD PARTY BENEFICIARIES Except as otherwise expressly set forth in the indemnification provisions of this agreement, nothing herein shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the parties that the agreement shall not be construed as a third party beneficiary contract. CONFIDENTIALITY For a period of two years from the date of completion of the services or the earlier termination of this Agreement, each party shall maintain in strict confidence, and use and disclose only as expressly permitted herein or in writing by the other party, all information, knowledge or data of a competitively sensitive or proprietary nature that it receives in connection with any services hereunder, including, but not limited to the deliverables and associated documentation and other work product specifically created by Streetsense for the Client hereunder (the “Work Product”) and all proprietary information relating to the other party’s programs, formulae, processes, methods, machines, products, data, inventions and/or discoveries (collectively, the “Confidential Information”). These restrictions shall not be construed to apply to (i) information already generally available to the public; (ii) information released by such party generally without restriction; (iii) information independently developed or acquired by the party or its personnel without reliance in any way on the Confidential Information of the other party; or (iv) information approved for the use and disclosure of the other party or its personnel without restriction. Notwithstanding the foregoing restrictions, each party and its personnel may use and disclose Confidential Information (x) to the extent required by an order of any court or required or requested by any other governmental authority or (y) as necessary in connection with any enforcement of rights, or any dispute between the parties, in connection with this Agreement. NON-SOLICITATION Client covenants that for a period commencing on the date this Agreement between the parties is executed and ending on the second anniversary following the termination or expiration of this Agreement or of any SOWs or work orders between the parties, Client shall not, directly or indirectly: (i) hire or engage as an employee or as an independent contractor any person then-employed by Streetsense that has performed or is performing any work hereunder; or (ii) recruit, solicit or encourage any employee or independent contractor of Streetsense that has performed or is performing any work hereunder to leave his or her employment or engagement with Streetsense; provided however, that Client may solicit and hire such person (x) whose employment or other relationship with Item 2B-35 14 Streetsense has been terminated by Streetsense or its affiliates at any time after the six-month anniversary of such termination or (y) who responds to a general advertisement not targeted at employees or independent contractors of Streetsense or its affiliates. REMEDIES WITH RESPECT TO NON-SOLICITATION / CONFIDENTIALITY Client acknowledges that Streetsense has a legitimate business interest in preventing Client from breaching the provisions regarding non-solicitation and confidentiality immediately above. Client further acknowledges that Streetsense would be immediately and irreparably harmed, and that such harm would not be readily susceptible to measurement in economic terms, or economic compensation would be inadequate, if Client were to violate any of the terms regarding non-solicitation or confidentiality or any of the terms with respect thereto were not specifically enforced. Client therefore agrees that in the event that Client breaches, threatens to breach or will inevitably breach any material provision with respect to non-solicitation and/or confidentiality, Streetsense is entitled to preliminary and permanent injunctive relief, specific performance and any other equitable remedies, in addition to any and all remedies at law, without the necessity of posting a bond. Client further agrees that the damages for breaching the non-solicitation provision above shall be equal to three times (3x) the employee’s annual salary. Client further agrees that this amount represents liquidated damages and is fair and reasonable and not a penalty of any kind. Client shall pay Streetsense’s reasonable attorneys’ fees and court costs in bringing any action to enforce any of the noted terms hereof in the event that a court concludes (at any stage) that Client has breached any of the terms regarding non-solicitation or confidentiality hereof. The parties agree that any action or proceeding for injunctive relief, specific performance or other equitable relief relating to a breach or suspected breach of the non-solicitation or confidentiality provisions hereof may be brought and enforced in any state or federal court sitting in Montgomery County, Maryland having jurisdiction over such matter in the State of Maryland. The parties hereby consent to the jurisdiction of such courts for the purposes of all such legal actions and proceedings and hereby waives, to the fullest extent permitted by law, any objection that it may have to the laying of venue as provided in this paragraph or based on the grounds of forum non conveniens. ELECTRONIC COMMUNICATION Streetsense will be sending communications electronically to Client or third parties, which communications may be subject to security risk. Despite these potential risks, Client agrees to the use of electronic methods to transmit and receive information, including confidential information. PUBLICITY Streetsense shall have the right to include photographic or artistic representations of the Project in Streetsense’s marketing, promotional and professional materials, including but not limited to Streetsense’s website, social media accounts and press releases. Streetsense may also use Client’s logo in lists attached to Streetsense’s promotional materials and agreements. Streetsense, at Client’s reasonable discretion, shall be given reasonable access to the completed Project to produce or commission such representations. Client will provide accurate professional credit for Streetsense in promotional materials for the Project, including signage at the site, as applicable, relative to Streetsense’s scope of work. INSURANCE Each party shall carry and maintain in force for a minimum of two (2) years from the date of this Agreement of the types and minimum coverage amounts as are reasonable with respect to the scope of services, and as reasonably required to conduct its business, and will provide evidence of the same upon request. This includes workers’ compensation and employer liability coverage at applicable statutory limits, commercial general liability coverage, errors and omissions and professional liability coverage, and business and automobile coverage. All such insurance shall be written and issued by a nationally recognized insurance company authorized and qualified to do business in the state where the Project is located. In the event that Client requests Streetsense to obtain additional insurance coverage above the amounts provided by Streetsense’s current policies, Streetsense may procure additional coverage at the Client’s expense. PLACE OF WORK; SAFETY AND HEALTH To the extent that the services are performed at any location that is owned or leased by the Client or made available by Client to Streetsense or any of Streetsense’s subconsultants (a “Client Work Site Location”), Client shall be deemed to have care, custody and control of the Client Work Site Location and shall be responsible for ensuring the safety and health of all persons at the Client Work Site Location, including all personnel of Streetsense and/or its subconsultants and all other contractors, agents, representatives and invitees at the Client Work Site Location. FORCE MAJEURE The term “force majeure” shall mean, cover, and include, but is not limited to, the following: “acts of god”, acts or restraints of governmental authorities, fire, explosions, storms, wars, hostilities, blockades, public disorders, pandemics, quarantines, embargoes, strikes, loss or shortage of transportation facilities, or any other act or event that is not within Streetsense’s reasonable control. Streetsense shall not constitute in default hereunder if any delay or failure to perform is caused by a force majeure event. Streetsense shall not be responsible for any cost(s) incurred by the Client resulting therefrom. SUSPENSION In the event the Project is suspended by the Client for more than 60 days, Streetsense shall resume work on the Project only after the Client pays all unpaid Streetsense invoices plus a remobilization fee equal to 10% of Streetsense’s fees for services remaining to be performed after Project suspension. The Client understands and agrees that there may be a delay before Streetsense is able to resume work on the Project and that changes to Streetsense’s Project team may occur. The Project Schedule will be equitably adjusted to accommodate time lost due to suspension. Item 2B-36 15 TERMINATION FOR CONVENIENCE The parties may terminate this Agreement for convenience depending on the services provided hereunder, as set forth in the appropriate appendix attached hereto. TERMINATION FOR DEFAULT Either party (for purposes of this section, a “Non-Defaulting Party”) may, in its sole discretion, terminate any or all of the Services hereunder upon prior written notice to the other party (the “Defaulting Party”) if the Defaulting Party: (i) fails to make any payment when due hereunder and Defaulting Party fails to cure within 7 days after receipt of written notice from Non-Defaulting Party of such non-payment; (ii) materially breaches this Agreement (other than failure to make payment when due) and Defaulting Party does not cure such breach within 30 days after receipt of written notice from Non-Defaulting Party of such breach; and/or (iii) (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, which is not fully stayed, restrained, dismissed, discharged or vacated within 15 days of the institution or presentation thereof; (c) is dissolved (other than pursuant to a consolidation, amalgamation or merger) or liquidated or takes any corporate or similar action for such purposes; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, administrator, conservator, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or to sell all or any material portion of its property or business. In the event that Streetsense terminates this Agreement as a result of any of the foregoing, Streetsense shall not be liable to Client for delays or damages caused because of such termination, and Streetsense shall be paid for all services properly performed through the effective date of such termination, including work in progress at the effective date of termination. The Non-Defaulting Party hereby agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the Defaulting Party's performance or non-performance of this Agreement. RESOLUTION OF DISPUTES If any dispute arises out of any matter concerning this Agreement (with the exception of the non-solicitation and/or confidentiality clauses above, at Streetsense’s sole discretion, or with respect to a lien relating to nonpayment for Streetsense’s services), the parties agree that they shall attempt to resolve such dispute as set forth in this section. Either party may provide written notice to the other party of the existence and nature of the dispute and require the referral of such dispute to senior management representatives of each of the parties. The parties shall notify each other in writing within 10 days of the initial notice of its designated senior management representative with authority to resolve such dispute and shall provide the other party with the information and supporting documents for its claim. If such representatives cannot resolve any such dispute within 20 days after referral, either party may (or, in the event that a party fails timely to notify the other party of its designated representative, such other party may) refer such dispute by written notice to the other party to the American Arbitration Association (the “AAA”) for arbitration in accordance with the arbitration rules of the AAA then in effect. Arbitration shall be held in Bethesda, Maryland and shall be conducted by one arbitrator selected in accordance with AAA procedures. Discovery in arbitration shall be limited to matters directly relevant to the controversy or claim in arbitration. The parties shall not be permitted to file motions in arbitration of any kind, except for motions to compel discovery of relevant evidence. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. As applicable to the services, if a dispute relates to or is the subject of a lien arising out of Streetsense’s or its subconsultants’ services, within 15 days after receipt of a written request from Streetsense, the Client shall furnish all necessary and relevant information for Streetsense to evaluate, give notice of or enforce lien rights. Streetsense may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter pursuant to the provisions hereof. The prevailing party in a dispute shall be entitled to recover from the other party all of the costs of settlement and/or arbitration, including reasonable attorneys’ fees and arbitration costs, as well as all of its costs of enforcing the arbitral award or other settlement. WAIVER OF JURY TRIAL The parties hereto agree that irrespective of the nature of any asserted claim, any judicial proceeding shall consist of a bench trial and not a jury trial and each party hereby irrevocably waives, to the fullest extent permitted by applicable law, its right to a jury trial in connection with any dispute hereunder subject to the jurisdiction of any court. GOVERNING LAW / LEGAL JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Maryland, without regard to the state’s conflict of law principles. The parties hereby submit to the exclusive personal and subject matter jurisdiction of the applicable state and/or federal courts sitting in Montgomery County, Maryland having jurisdiction over such matter in the State of Maryland, which shall be the exclusive venue for any such dispute. SURVIVAL In the event of the termination of this Agreement, or any SOW or work order hereunder, the provisions governing taxes, third party proceedings, termination, indemnification, limitation of liability, assignment, dispute resolution, non-solicitation, and confidentiality, and all other provisions of this Agreement that expressly or by implication survive such termination, shall survive and continue in effect in respect of such terminated SOW, work order or this Agreement, as the case may be. Item 2B-37 16 SEVERABILITY If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable under applicable law, such provision shall be deemed ineffective to the extent of such invalidity or unenforceability; provided, however, that the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. ASSIGNMENT Neither party may assign, transfer or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice to the other party, the other party may assign this Agreement to an affiliate of such party capable, authorized and willing to perform the assigned obligations, or to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation or acquisition. Any attempted assignment, delegation, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Item 2B-38 17 BILLING & PAYMENT POLICIES Invoices will be presented as the work progresses per the Schedule and Fees Summary and are payable within thirty (30) days following Client’s receipt of an undisputed invoice. Accounts unpaid 30 days after the invoice date shall bear monthly interest at a rate of 1.5% per month. Client agrees to promptly raise any disputes that it has in good faith with an issued invoice. Streetsense’s compensation is not to be conditioned upon the acceptance by the Client of the design prepared by Streetsense pursuant to this Proposal. Any payments to Streetsense over 60 days past due provide Streetsense the right to suspend work until Streetsense’s account is brought current, or to use unapplied payments to bring the account current. Streetsense reserves the right to withhold any and all digital files (including CAD files) at the conclusion of this phase if outstanding invoice balances are not paid in full. The foregoing shall not apply in the event Client is disputing the amount due in good faith. Please ensure that the amount wired is sufficient to cover any bank service charges that are incurred as a result of the wire transfer. Wire transfer payment to: DOMESTIC WIRE TRANSFERS Account Name: Streetsense Consulting LLC Account Number: 200022630 (US Dollar Account) ABA / Routing Number: 055003298 Bank Name: Eagle Bank Bank Address: 7735 Old Georgetown Rd Suite 100 Bethesda, MD 20814 INTERNATIONAL WIRE TRANSFERS Note: All payments to be made in US Dollars (USD) per the amounts stated in this Proposal. Account Name: Streetsense Consulting LLC Account Number: 200022630 (US Dollar Account) First Intermediary Bank: Wells Fargo Bank N.A. San Francisco, CA Swift Code: WFBIUS6S BIC (Bank Identifier Code): EAGEUS33 ABA / Routing Number: 055003298 Bank Name: Eagle Bank Bank Address: 7735 Old Georgetown Rd Suite 100 Bethesda, MD 20814 Item 2B-39 18 AUTHORIZATION If you approve the above proposal and the following Terms and Conditions, please sign below and return for our record and as your authorization to proceed. This signed proposal, and a retainer of $3,000 (20% of the project fee) will serve as our formal agreement. The remaining billing will be conducted monthly as project progresses. TERM This Agreement is effective beginning upon signature date (the “Effective Date”) and shall terminate after the “Termination Date”, unless earlier terminated or extended by mutual agreement of the parties. Signature: _________________________________________________________________ Printed Name: __________________________________________________________________ Title: __________________________________________________________________ Date: __________________________________________________________________ Legal Entity Name: __________________________________________________________________ Entity Mailing Address: __________________________________________________________________ Invoice Address: __________________________________________________________________ If different from above Phone Number(s): __________________________________________________________________ Email: __________________________________________________________________ Streetsense Signature: __________________________________________________________________ Streetsense Name: __________________________________________________________________ Title: __________________________________________________________________ Date: __________________________________________________________________ Legal Entity Name: Streetsense Consulting LLC PR #: XXX For Streetsense internal use only Item 2B-40 19 641 S ST NW WASHINGTON, DC 20001 STREETSENSE.COM @REALSTREETSENSE DC NYC LA MAD LDN THANK YOU. Item 2B-41 [This page has intentionally been left blank.] Page 1 of 3 CITY OF PALM DESERT/SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY/HOUSING AUTHORITY BOARD JOINT CONSIDERATION STAFF REPORT MEETING DATE: March 23, 2023 PREPARED BY: Veronica Chavez, Director of Finance REQUEST: INTRODUCE AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, REPLACING CHAPTER 3.30 IN ITS ENTIRETY AND RESCINDING ORDINANCES NO. 224, 423, 586, 927, 928, 986, 1162, 1166, 1204, 1229, 1276, 1317, AND 1335 RELATIVE TO THE PURCHASING SYSTEM AND PUBLIC WORKS CONTRACTS RECOMMENDATION: Waive further reading and pass to second reading. BACKGROUND/ANALYSIS: The last comprehensive update to the purchasing policies and procedures, codified in Municipal Code (the “Code”) Chapter 3.30, was in the year 2018. In keeping with the City’s goals to improve efficiency and accountability utilizing best practices for municipal governments, staff believes it is time to once again update this policy. This revision is intended to clarify procurement methods of each purchasing category. (i.e. public projects, contractual services, professional services, and materials, supplies and equipment). The proposed revision also updates the City Manager’s purchasing threshold to $75,000 and sets the minimum procurement level at $2,000 for public projects, contractual services, and materials, supplies and equipment, and $10,000 for professional services. This will help ensure consistency, simplify the procurement process on routine/small purchases, and allow for flexibility and efficiencies for the City’s day-to-day operations. In drafting the proposed Ordinance, staff’s goal was to help ensure consistency amongst the various contracts and purchases, simplify the procurement process while maintaining internal controls, and allow for flexibility and efficiencies. In doing so, staff reviewed the City’s current practices as well as the operations of all the City’s departments and facilities, including the City’s day-to-day needs; current capital projects; the management of the City’s recreational facilities and housing authority; and the overall public project process. Staff also reviewed the best practices guidelines from Government Finance Officers Association, the California Uniform Public Contract Code, and purchasing policies from various cities throughout California. Consistent with the current Code, the City Manager is designated as the Purchasing Officer. The Purchasing Officer is tasked with ensuring purchasing methods are responsible, accountable, and in the City’s best interest. This may include the establishment of additional administrative and procedural policies. The prior decentralized purchasing system continues to evolve into a more centralized version in order to maximize efficiencies, facilitate cost savings, and create consistency in application of Item 2C-1 City of Palm Desert Approve Ord. ____ Purchasing Policy Update Page 2 of 3 the policy, while promoting prompt delivery of service. This means that although individual departments are authorized to initiate their own purchases in accordance with the Ordinance, purchases in excess of the minimum thresholds must engage the purchasing staff to assist in their process. The proposed Ordinance allows for this practice by allowing the Purchasing Officer to delegate some or all of the duties as well as recommend mid-point approval thresholds for designated staff. The City Manager’s current approval threshold is $50,000. The $50,000 threshold is less than 3% of our average weekly accounts payable and has not been adjusted since the year 2018. This amount is also low when compared to our neighboring city manager thresholds, which range from $25,000 to $100,000. The State of California Uniform Public Construction Cost Accounting Act (CUPCCA) provides for a $60,000 minimum threshold, for participating (non-charter) cities. After reviewing our operational needs and for efficiency; and given the dramatic price increases we have seen over this past year, staff is recommending adjusting the threshold for all purchasing categories to $75,000. Additionally, in line with CUPCCA provisions with maximum thresholds at $200,000, staff believes creating an additional limit/category in consideration of the extensive public facility portfolio owned and operated by the City and the necessary maintenance, improvement, and/or material needs would be beneficial. Staff suggests creating an additional threshold that allows qualified vendors who are vetted by the purchasing staff through an application process to be awarded contracts between $75,000 and $250,000 through an informal bid process, whereby three quotes would be sought from the qualified vendor list, reviewed for responsiveness, and if determined to be the lowest qualified bidder, awarded the contract. Selection of the qualified bid would be approved by the City Manager. All contracts in excess of $250,000 would require the formal bid or proposal process be conducted and approved by City Council. The proposed Ordinance includes defined procurement methods and their applicability to each of the purchasing categories. It also authorizes the City Manager to establish minimum dollar thresholds by purchasing category. Item 2C-2 City of Palm Desert Approve Ord. ____ Purchasing Policy Update Page 3 of 3 Other exceptions to the purchasing ordinance include purchases for inventory held for resale, disaster/emergencies and some mandated expenditures including utilities, and other governmental fees or permits, etc. These exceptions are consistent with the City’s current practices and are further defined in the proposed Ordinance for clarity. Staff believes that the proposed Ordinance meets the current operational needs of the city and creates needed efficiencies in the process. FINANCIAL IMPACT: There is no financial impact from the proposed Ordinance, however, staff believes there will be time-saving efficiencies created by streamlining the process for all purchasing and procurement on behalf of the City. REVIEWED BY: Finance Director: Veronica Chavez City Attorney Robert Hargreaves Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Ordinance No. _____ Dollar Threshold Public Projects 3.30, Services, Supplie s 3.30.060, 070 and 090 Professional Svc 3.30.080 Dollar Threshold Public Projects 3.30, Services, Supplie s 3.30.060, 070 and 090 Professional Service 3.30.080 Minimum Threshold - No Quotes Required $2,000 $10,000 Minimum Threshold - No Quotes Required $2,000 $10,000 Staff with quotes or CM or designated staff Up to $50,000 Up to $50,000 Staff with quotes or CM or designated staff Up to $75,000 Up to $75,000 Informal Bid from Qualified Vendors - City Manager N/A N/A Informal Bid from Qualified Vendors - City Manager $75,001-250,000 $75,001-250,000 Formal Bid - City Council Over $50,000 Over $50,000 Formal Bid - City Council Over $250,000 Over $250,000 For comparison purposes. Some exceptions and/or procurement options not included. Item 2C-3 1 Palm Desert, California Municipal Code Title 3 REVENUE FINANCE Chapter 3.30 PURCHASING SYSTEM AND PUBLIC WORKS CONTRACTS 3.30.010 Purpose. 3.30.020 Definitions. 3.30.030 Purchasing officer. 3.30.040 Purchasing officer—Powers and duties. 3.30.050 General purchasing regulations, policies, and procedures. 3.30.060 Public projects. 3.30.070 Contractual services. 3.30.080 Professional services. 3.30.090 Materials, supplies, and equipment. 3.30.095 Informal bidding procedure. 3.30.100 Formal bidding procedure. 3.30.110 Public projects—Subletting and subcontractingStandard bid and proposal protest procedures. 3.30.120 Vendor price quotes procedure. 3.30.130 Proposal procedure. 3.30.140 Best competitive value procedure. 3.30.150 Design and buildAlternative project delivery. 3.30.160 Exceptions to procurement methods. 3.30.170 Change orders. 3.30.180 Local business preference program. 3.30.190 Preference for recycled content. 3.30.010 Purpose. The purpose of this chapter is to prescribe efficient policies and procedures for the procurement of public works projects, contractual services, professional services, and materials, Item 2C-4 2 supplies, and equipment to better serve the city’s residents. All purchasing will be done with absolute integrity and equal opportunity will be provided to all, free of discrimination. 3.30.020 Definitions. The following terms, whenever used in this chapter, shall be construed as follows: “Contractual services” mean all services, other than Professional professional Servicesservices, including, but not limited to, repairs, maintenance work, software subscriptions, and rental equipment. The term does not include services rendered by city officers or employees. “Department” or “agency” means a department, agency, or other unit of the city government whose affairs and funds are under the supervision and control of the city council. “Designated position” means a city staff position authorized by the city manager to make purchases consistent with this chapter subject to dollar limits set by the city manager. “Local business” means a vendor, contractor, or consultant who has a valid physical business address located within one of the nine incorporated cities of the Coachella Valley, or within an unincorporated area of Riverside County in the Coachella Valley within the boundaries of the Coachella Valley Association of Governments, 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. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. “Materials, supplies, and equipment” means any and all articles, things, or property, other than real property, furnished to be used by any city agency. “Paper products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling, or as otherwise defined in 14 CCR Section 18982(a)(51). “Prime contractor” means the contractor who contracts directly with the city. “Printing and writing papers” include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated writing papers, posters, index cards, calendars, brochures, reports, magazines, and publications, or as otherwise defined in 14 CCR Section 18982(a)(54). “Professional services” means all services performed in a professional occupation including, but not limited to, accounting, auditing, appraising, computer hardware and software support, engineering, architectural, planning, environmental, redevelopment, financial, economic, social services, legal, construction project management, communications, land surveying and other similar professional functions which may be necessary for the operation of the city. Item 2C-5 3 “Public project” or “public works” means construction, reconstruction, erection, alteration, renovation, improvement, and demolition work involving any publicly-owned, leased, or operated facility:. 1. A project for the erection, improvement, painting, or repair of public buildings and works. 2. Work in or about streams, embankments, or other works for protection against overflow. 3.1. Street or sewer work except maintenance or repair. “Purchasing” means the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment as needed by the city. “Recycled-content paper” means paper products and printing and writing paper that consists of at least thirty percent, by fiber weight, postconsumer fiber, or as otherwise defined in 14 CCR Section 18982(a)(61). “Subcontractor” means a contractor who contracts directly with the prime contractor. 3.30.030 Purchasing officer. The purchasing officer shall be the city manager or designee. The city manager may delegate some or all of the duties of that position to one or more subordinate employees. The purchasing officer shall supervise the purchasing functions of the city. The purchasing officer is authorized to establish methods and procedures for efficient and economical purchasing. (Ord. 1374 § 1, 2022; Ord. 1335 § 1, 2018) 3.30.040 Purchasing officer—Powers and duties. The purchasing officer, in accordance with this chapter and any written policies and/or procedures approved by the city manager consistent with this chapter, shall have the power to: A Purchase and Contract. Purchase or contract for public projects, contractual services, professional services, and materials, supplies, and equipment required by the city. B Purchasing Policies Procedures. Prepare and implement policies and procedures governing the bidding, contracting, and purchasing of public projects, contractual services, professional services, and materials, supplies, and equipment for the city. C Forms. Prescribe and maintain such forms as may be reasonably necessary to the implementation of this chapter and any other policies and procedures approved by the city manager consistent with this chapter. D Surplus Materials, Supplies, and Equipment. Establish policies and procedures to sell, repurpose or dispose of any materials, supplies, and equipment not needed for public use or that are obsolete, damaged beyond repair, or may become unsuitable for their intended use including establishing value thresholds for surplus. Item 2C-6 4 E Purchase for Resale. May, by adopting a procedure approved by the city manager, authorize Authorize the purchase of materials, supplies, and equipment for resale from such enterprises as the golf course, or visitor’s center to obtain the best possible price for the desired merchandise by adopting a procedure approved by the city manager. Such purchases shall not be subject to the award limits noted in this chapter, provided funding is available within the appropriated budget. F Bidder, Contractor and Vendor Lists and Catalogs. Develop and maintain any bidder’s list, contractor’s list or vendor’s list necessary to the operation of this chapter and any other policies and procedures approved by the city manager consistent with this chapter. G Recycled Product Procurement Policy. Establish and maintain procedures and specifications for the purchase of recycled-content paper and recycled-content paper products as described in Section 3.30.190(A)(4). 3.30.050 General purchasing regulations, policies, and procedures. A Applicability of Chapter. The purchasing regulations contained in this chapter shall apply to the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment required by the city. B Purchasing Limits, Authorizations and Awards. The city manager may establish dollar limits for authorizations and awards, consistent with this chapter, by designated positions, for the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment. C Subsequent Contract Awards, Amendments, Extensions or Renewals. Notwithstanding anything herein to the contrary, the city manager or designated position shall not award a subsequent contract to the same individual or entity for the same or similar services on the same project, or amend, extend or renew such a contract, without obtaining the next highest approval authority (e.g., the city council for the city manager), when the award, amendment, extension or renewal will result in the city paying an aggregate amount in excess of the approval authority of the city manager to the individual or entity in any given fiscal year. For purposes of this section, the phrase “same project” shall include an on-call or as-needed contract. D Rejection of Bids and Proposals. At its discretion, the city council may reject any and all bids, proposals, quotations, or prices secured through procurement methods consistent with this chapter and take any other action deemed appropriate for the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment. E Appropriations Requirement. No contract or purchase shall be made unless the director of finance shall have first confirmed that there is an unencumbered appropriation in the fund against which such expenditure is to be charged sufficient to cover the amount of purchase or contract, unless in cases of emergency. F Performance Bonds. The city shall have authority to require a performance bond before entering a contract in such an amount as it shall find reasonably necessary to protect the best interests of the city. Item 2C-7 5 G Confidentiality of Proposals. Contracts let pursuant to proposals permitting negotiations shall be opened and their contents secured to prevent disclosure during the process of negotiating with competing proposers. If proposals are opened publicly, only the names of the proposers shall be revealed, while prices and other information concerning the proposals shall not be disclosed until negotiations are complete and before award is made by the city council. 3.30.060 Public projects. A Two Thousand Dollars ($2,000) or Less. Public projects of Two Thousand Dollars ($2,000) or less may be awarded by a city department head after selecting a qualified contractor and negotiating a contract in the best interest of the city. AB Fifty Thousand DollarsSeventy-Five Thousand Dollars ($75,000) or Less. Public projects of fifty thousand dollarsSeventy-Five Thousand Dollars ($75,000) or less may be awarded by the city manager pursuant to the vendor price quotes procedure (Section 3.30.120) after selecting a qualified contractor or any exception consistent with this chapter. Public projects of up to twenty-five thousand dollarsTwenty-Five Thousand Dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). The contract shall be awarded in the best interest of the city. BC More than Fifty Thousand DollarsMore than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000). Public projects of more than fifty thousand dollarsmore than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000) shall, except as otherwise provided in this chapter, be awarded by the city council manager, to the extent the city council has budgeted funds for the project, pursuant to the formal biddinginformal bidding procedure (Section 3.30.100095) and to the lowest responsible bidder.and to the lowest responsible bidder. The city council may reject any or all bids received, and may waive any irregularities in each bid received. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Public projects of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall, except as otherwise provided in this chapter, be awarded by the city council pursuant to the formal bidding procedure (Section 3.30.100) and to the lowest responsible bidder. The city council may reject any or all bids received, and may waive any irregularities in each bid received. CE Review and Approval of Plans and Specifications. The director of public works and city engineer, or their designees, are authorized to review and approve engineering plans for all public projects. This shall include the working details, drawings, plans and specifications prepared for every public project, including emergency and change order work, which may affect the design or operation of public improvements and which may bring into question the city’s liability for dangerous conditions of public property. DF Municipal Projects. Except on locally funded public projects of twenty-five thousand dollars ($25,000) or less when the project is for construction work, or fifteen thousand dollars ($15,000) or less when the project is for alteration, demolition, repair or maintenance work, all contractors performing work on city public projects shall be subject to California Prevailing Wage Law, codified at California Labor Code Section 1720 et seq., as it may be amended from time to time, or otherwise proscribed by law. The only limitation on the provisions of this subsection shall be in the event federal funding requirements supersede state prevailing wage laws. Item 2C-8 6 EG The city may, in its discretion for public projects, elect to follow the uniform construction cost methods set forth in Section 22030 of the Public Contracts Code. FH Applicability of State ProvisionsPublic Contract Code. 1. Sections 7100 through 7200 of the Public Contracts Code are incorporated herein as if fully set forth and shall be applicable to city contracts.Pursuant to Public Contract Code section 1100.7, the city is expressly exempt from the Public Contract Code except to the extent the city has expressly adopted one or more provisions of the Public Contract Code pursuant to the city charter, this code, city council resolution or other city council action, or express terms of a city contract. 2. Section 22300 of the Public Contracts Code is incorporated herein as if fully set forth and shall be applicable to the retention of proceeds for city contracts. 3.30.070 Contractual services. A Tenwo Thousand Dollars ($2$10,000) or Less. Contractual services of Ten Thousand Dollars ($10,000) or less may be awarded by the city manager after selecting a qualified vendor and negotiating a contract in the best interest of the city. AB Seventy-Five Thousand Dollars ($75,000) Fifty Thousand Dollars or Less. Contractual services of Seventy-Five Thousand Dollars ($75,000) fifty thousand dollars or less may be awarded by the city manager pursuant to the vendor price quotes procedure (Section 3.30.120), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Contractual services of up to twenty-five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). BC More than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000)More than Fifty Thousand Dollars. Contractual services of more than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000) of more than fifty thousand dollars shall be awarded by the city council manager pursuant to the informal bidding procedure (Section 3.30.095), best competitive value procedure (Section 3.30.140), best competitive value procedure (Section 3.30.140) or any exception consistent with this chapter. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Contractual services of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall be awarded by the city council pursuant to the best competitive value procedure (Section 3.30.140) or any exception consistent with this chapter. CE Award. All contractual services shall be awarded in the best interest of the city, determined in the sole discretion of the city council, city manager, or designated position authorized to award the contract. 3.30.080 Professional services. Item 2C-9 7 A Ten Thousand Dollars ($10,000) or Less. Professional services of Ten Thousand Dollars ($10,000) or less may be awarded by the city manager after selecting a qualified vendor and negotiating a contract in the best interest of the city. AB Seventy-Five Thousand Dollars ($75,000)Fifty Thousand Dollars or Less. Professional services of Seventy-Five Thousand Dollars ($75,000)fifty thousand dollars or less may be awarded by the city manager pursuant to the proposal procedure (Section 3.30.130), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Professional Services services of up to twenty-five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). BC Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000)More than Fifty Thousand Dollars. Professional services of Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000)more than fifty thousand dollars shall be awarded by the city council manager pursuant to the proposal procedure (Section 3.30.130), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Professional services of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall be awarded by the city council pursuant to the best competitive value procedure (Section 3.30.140) or any exception consistent with this chapter. CE Award. Contracts for professional services shall be awarded to the consultant who will best serve the interests of the city, taking into account the demonstrated competence, professional qualifications and suitability for the project in general. The city may consider cost of professional services if determined to be a relevant factor under the circumstances, but cost shall not be the sole determining factor. 3.30.090 Materials, supplies, and equipment. A Two Thousand Dollars ($2,000) or Less. Materials, supplies, and equipment of Two Thousand Dollars ($2,000) or less may be awarded by a city department head after selecting a qualified vendor and negotiating a contract in the best interest of the city. B Seventy-Five Thousand Dollars ($75,000) or Less. Materials, supplies, and equipment of Seventy-Five Thousand Dollars ($75,000) or less may be awarded by the city manager pursuant to the vendor price quotes procedure (Section 3.30.120), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Materials, supplies, and equipment of up to twenty-five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). AC More than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000)Fifty Thousand Dollars or Less. Materials, supplies, and equipment of more than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000)fifty thousand dollars or less may be awarded by the city manager pursuant to the vendor price quotesinformal bidding procedure (Section 3.30.120095), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Materials, supplies, and equipment of up to twenty-five thousand dollars ($25,000) may be awarded by a designated Item 2C-10 8 position, subject to the limits and authorizations established under Section 3.30.050(B). The contract shall be awarded in the best interest of the city. BD More than Two-Hundred Fifty Thousand Dollars ($250,000)Fifty Thousand Dollars. Materials, supplies, and equipment of more than Two-Hundred Fifty Thousand Dollars ($250,000) fifty thousand dollars shall, except as otherwise provided in this chapter, be awarded by the city council pursuant to formal bidding procedures and to the lowest responsible bidder. The city council may reject any or all bids received and may waive any irregularities in each bid received. 3.30.095 Informal bidding procedure. A The informal bidding procedure shall follow the formal bidding procedure except that the city shall maintain a list of qualified vendors and contractors established by this chapter, the notice inviting informal bids shall be provided to all vendors and contractors on the bidder list and/or to a designated construction trade journals not less than ten (10) calendar days before the date of opening bids, and award shall be by the city manager. The development and maintenance of the contractors list will be established by the purchasing officer. 3.30.100 Formal bidding procedure. A Uses of formal Formal Bidding Procedure. This formal bidding procedure shall be used whenever formal bidding is required. B Notice Inviting Formal Bids. Notice inviting formal bids shall be providedissued. and Notices shall state the time and place for the receiving and opening of sealed bids and distinctly describe the project. Aat a minimum, the notice inviting formal bids shall: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of sealed bids; and (4) include any other information required by state or local law, as determined by the city attorney. C Published Notice. The notice shall be published at least ten calendar days before the date of opening the bids in a newspaper of general circulation,on the city’s website, and on an electronic bulletin board or an Internet site that is a generally recognized source of local public works contract information. Notice shall be published at least twice not less than five days apart. D Bidder’s Security (Projects). All bids shall be presented under sealed cover accompanied by require one of the following forms of bidder’s security: (1) cash; (2) cashier’s check made payable to the city; or (3) a bidder’s bond executed by an admitted surety insurer made payable to the city. Such security shall be an amount at least equal to ten percent of the amount bid. No bid shall be considered unless security in the form above set forth is enclosed provided with the bid. E Forfeiture of Security (Projects). If the successful bidder fails to execute the contract and provide any required documentation, the bidder’s security shall be forfeited to the city. The city council may, on refusal or failure of the successful bidder to execute such contract, award the contract to the next lowest responsible bidder submitting a responsive bid. If the city council awards the contract to the second lowest bidder, the amount of the lowest bidder’s security shall be applied by the city to the difference between the low bid and the second low Formatted: Legal3_L4, Outline numbered + Level: 4 +Numbering Style: A, B, C, … + Start at: 1 + Alignment:Left + Aligned at: 0.5" + Tab after: 1" + Indent at: 0" Formatted: Default Paragraph Font Item 2C-11 9 bid. The surplus, if any, shall be utilized to offset any and all costs of preparation and printing of plans, specifications, estimates of cost, publication of notices, and any surplus remaining shall be returned to the lowest bidder who fails to execute the contract. F Review of Bids. The city shall review all bids received for completeness, accuracy, responsiveness to the invitation notice inviting bids and bid documents, and the city’s experience with or knowledge of the qualifications and reliability of each bidder and prepare a recommendation for award to the city council. The city council may waive any irregularities in each bid received. G No Bids. If no bids are received, the city council may have the project done in any manner that the city council may direct without further complying with this chapter. H Award of Contract. The contract shall be awarded in accordance with all applicable sections of this chapter. If two or more bids received are the same amount, the city council may decide which bid to accept and award. I Rejection of Bids. The city council may, in its sole and absolute discretion, reject all bids presented. After all bids are rejected, the city council shall have the option of any of the following: 1. Abandon the project; 2. Readvertise for bids in the manner described in this chapter; 3. Perform the work by employees of the city; or 4. Have the project done by force account, or procure materials, supplies, and equipment on the open market. J Relief of Bidders. No A bidder shall not be relieved of its bid unless by consent of the city council nor shall any change be made in the bid because of mistake. Should the city council determine to consent, tThe requesting party should provide to the city council in written form the facts that establish to the satisfaction of the city council that: (1) a mistake was made; (2) written notice was given to the city of that mistake within five days, excluding Saturdays, Sundays, and state holidays, after the opening of the bids specifying how the mistake occurred; (3) the mistake made the bid materially different than it was intended to be; and (4) the mistake was made in filling out the bid and not due to error in judgment or to carelessness in inspecting the site of the work, or in reading the plans or specifications. K Bid Protests. Bidders may file a protest of a bid with the city. In order for a bidder’s protest to be considered valid, the protest must: 1. Be filed in writing within five calendar days after the bid opening date or any city determination or recommendation including city council action; 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific city staff determination or recommendation being protested; Item 2C-12 10 4. Specify in detail the grounds for protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, the city may reject the protest without further review. If the protest is timely and complies with the above requirements, the city shall review the protest, any response from the challenged bidder(s), and all other relevant information. The city will provide a written decision to the protestor in a reasonable amount of time. The procedure and time limits set forth are mandatory and are the sole and exclusive remedy in the event of a bid protest. Failure to comply with these procedures shall constitute a failure to exhaust administrative remedies and a waiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceeding. 3.30.110 Public projects—Subletting and subcontractingStandard Bid and Proposal Protest Procedures. A Effect of Failure to Protest. The procedures set forth in this section are mandatory and are the sole and exclusive remedy of a bidder, proposer or other vendor to dispute the award of a contract that the city solicits through a competitive process. A protest that does not comply with these procedures may be summarily rejected and the person submitting the protest shall be deemed to have waived all rights to relief. B Protests of Solicitation Method. By submitting a bid, proposal or other application for a contract award, the bidder, proposer or other vendor shall be deemed to have waived all rights to challenge the city’s method for procuring the contract or any discrepancy in the solicitation process or documents. Bidders, proposers, or vendors may submit bids, proposals or other applications under protest. Protests under this section shall be submitted in writing to the official designated to receive the bid, proposal or other application and shall contain a full summary of the factual and legal basis for the protest. C Protests of Award. A bidder, proposer or other vendor applying for a city contract through a competitive process may submit a written protest of the award of the contract. The protest shall identify and explain the factual and legal grounds for the protest. Any grounds not raised in the written protest are deemed waived by the protesting bidder. D Waiver. Any person that: (1) did not directly submit a bid or proposal, (2) is not responsible or qualified to receive the contract, (3) failed to submit a responsive bid or proposal, (4) is not in line to receive the contract or is otherwise ineligible to receive the contract, (5) is otherwise not beneficially interested in the award, or (6) fails to submit a timely protest shall be deemed to have waived the right to protest the award of the contract. Any protest deemed waived will be subject to summary rejection without further consideration and the person will have no right to any relief. E Timing of Protest of Award. Protests shall be submitted in writing to the official designated to receive the bid, proposal or other application within the following times: 1. If of another bidder, within five (5) after the bid opening date. Item 2C-13 11 2. If the city makes a recommendation to the city council to award a proposal or other application, then within five (5) calendar days following the issuance of the recommendation and prior to the date of the award. 3. If in response to a notice of intent to reject a bid, proposal or other application, then within five calendar days following the issuance of the notice of intent. F City Response. If the protest is timely and complies with the above requirements, the city shall review the protest, any response from the challenged bidder, proposer or other vendor, and all other relevant information. The city will provide a written decision to the protestor in a reasonable amount of time. If the protest is in response to a recommendation of award to the city council, then the protest will be considered concurrently with the award of the contract, and the approval authority’s action is final. G Conflicts. The protest procedures contained in this section shall not apply if a particular solicitation contains a different protest procedure. This section does not limit or eliminate a claimant’s obligations under the Government Claims Act, Government Code Section 900 et seq. A Preservation of Rights and Remedies. Nothing in this chapter limits or diminishes any rights or remedies, either legal or equitable, which: 1. An original or substituted subcontractor may have against the prime contractor, his or her successors or assigns; 2. The city may have against the prime contractor, his or her successors or assigns, including the right to take over and complete the contract. B Contents of Bids or Offers. Any person making a bid or offer to perform a public project, shall, in his or her bid or offer, set forth: the name, the location of the place of business, the California contractor license number, and public works contractor registration number of each subcontractor who will perform work or labor or render service to the prime contractor in or about the construction of the public project, or a subcontractor licensed by the state of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the public project according to detailed drawings contained in the plans and specifications, in an amount in excess of one-half of one percent of the prime contractor’s total bid or, in the case of bids or offers for the construction of streets or highways, including bridges, in excess of one-half of one percent of the prime contractor’s total bid or ten thousand dollars, whichever is greater. C Failure to Specify or Specification of More Than One Subcontractor— Performance by Prime Contractor. If a prime contractor fails to specify a subcontractor or if a prime contractor specifies more than one subcontractor for the same portion of work to be performed under the contract in excess of one-half of one percent of the prime contractor’s total bid, the prime contractor agrees that he or she is fully qualified to perform that portion himself or herself, and that the prime contractor shall perform that portion him or herself. D Prime Contractor Whose Bid is Accepted—Prohibitions. A prime contractor whose bid is accepted may not: Item 2C-14 12 1. Substitute a person as subcontractor in place of the subcontractor listed in the original bid, except that the city may, except as otherwise provided in this section, consent to the substitution of another person as a subcontractor in any of the following situations: a. When the subcontractor listed in the bid after having had a reasonable opportunity to do so fails or refuses to execute a written contract, when that written contract, based upon the general terms, conditions, plans and specifications for the project involved or the terms of that subcontractor’s written bid, is presented to the subcontractor by the prime contractor; b. When the listed subcontractor becomes bankrupt or insolvent; c. When the listed subcontractor fails or refuses to perform his or her subcontract; d. When the listed subcontractor fails or refuses to meet the bond requirements of the prime contractor as set forth in this section; e. When the prime contractor demonstrates to the city, subject to the further provisions set forth in this section, that the name of the subcontractor was listed as the result of an inadvertent clerical error; f. When the listed subcontractor is not licensed pursuant to the contractors license law; g. When the city determines that the work performed by the listed subcontractor is substantially unsatisfactory and not in substantial accordance with the plans and specifications, or that the subcontractor is substantially delaying or disrupting the progress of the work; h. When the listed subcontractor is ineligible to work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code; i. When the city determines that a listed subcontractor is not a responsible contractor; or j. When there has been no bid shopping. Prior to approval of the prime contractor’s request for the substitution, the city shall give notice in writing to the listed subcontractor of the prime contractor’s request to substitute and of the reasons for the request. The notice shall be served by certified or registered mail to the last known address of the subcontractor. The listed subcontractor who has been so notified shall have five working days within which to submit written objections to the substitution to the city. Failure to file these written objections shall constitute the listed subcontractor’s consent to the substitution. If written objections are filed, the city shall give notice in writing of at least five working days to the listed subcontractor of a hearing by the city on the prime contractor’s request for substitution. 2. Permit a subcontract to be voluntarily assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the original bid, without the consent of the city. Item 2C-15 13 3. Other than in the performance of change orders causing changes or deviations from the original contract, sublet or subcontract any portion of the work in excess of one-half of one percent of the prime contractor’s total bid as to which his or her original bid did not designate a subcontractor. E Claim of Inadvertent Clerical Error in Listing Subcontractors—Notice— Objection—Hearing. The prime contractor as a condition to assert a claim of inadvertent clerical error in the listing of a subcontractor shall within two working days after the time of the prime bid opening by the city give written notice to the city and copies of that notice to both the subcontractor he or she claims to have listed in error and the intended subcontractor who had bid to the prime contractor prior to bid opening. Any listed subcontractor who has been notified by the prime contractor in accordance with this section as to an inadvertent clerical error shall be allowed six working days from the time of the prime bid opening within which to submit to the city and to the prime contractor written objection to the prime contractor’s claim of inadvertent clerical error. Failure of the listed subcontractor to file the written notice within the six working days shall be primary evidence of his or her agreement that an inadvertent clerical error was made. The city may, after a public hearing and in the absence of compelling reasons to the contrary, consent to the substitution of the intended subcontractor. F Subletting or Subcontracting Portion in Excess of Certain Percent of Prime Contractor’s Total Bid to Which No Subcontractor was Designated in Original Bid. Subletting or subcontracting of any portion of the work in excess of one-half of one percent of the prime contractor’s total bid as to which no subcontractor was designated in the original bid shall only be permitted in cases of public emergency or necessity, and then only after a finding reduced to writing as a public record of the city setting forth the facts constituting the emergency or necessity. GH Violations of Chapter and Contracts—Cancellation or Penalty—Notice and Hearing. A prime contractor violating any of the provisions of this section violates his or her contract and the city may exercise the option, in its own discretion, of: (1) canceling his or her contract; or (2) assessing the prime contractor a penalty in an amount of not more than ten percent of the amount of the subcontract involved, and this penalty shall be deposited in the fund out of which the prime contract is awarded. In any proceedings under this section the prime contractor shall be entitled to a public hearing and to five days’ notice of the time and place thereof. 3.30.120 Vendor price quotes procedure. Departmental City staff shall solicit from an approved list of vendors via posted notice, telephone request, mail, email, fax or any other reasonable solicitation method, price quotes documented in writing. If unable to obtain a minimum of three (3) price quotes from approved vendors, staff shall document that reasonable efforts were made to obtain price quotes including, that a notice was posted for not less than seven business days; that there were no other vendors to solicit price quotes from; or that they solicited to other vendors and one or more declined to provide a quote. In lieu of soliciting three price quotes, staff may elect to procure by formal biddingthe best competitive value proceduresprocedure (Section 3.30.140). The development and maintenance of the list of approved vendors will be established by the purchasing officer. Item 2C-16 14 3.30.130 Proposal procedure. Departmental City staff shall solicit from an approved list of vendors via posted notice, telephone request, mail, email, fax or any other reasonable solicitation method, proposals documented in writing. If unable to obtain a minimum of three (3) proposals from approved professional service firms, staff shall document that reasonable efforts were made to obtain proposals including, that a notice was posted for not less than seven business days; that there were no other professional service firms to solicit proposals from; or that they solicited to other professional service firms and one or more declined to provide a proposal. In lieu of soliciting three proposals, staff may elect to procure by formal biddingthe best competitive value proceduresprocedure (Section 3.30.140). The development and maintenance of the list of approved vendors will be established by the purchasing officer. 3.30.140 Best competitive value procedure. The best competitive value procedures utilizes request for qualifications (“RFQ”) and/or request for proposals (“RFP”) to engage services on the basis of demonstrated competence and qualifications for the types of services to be performed and at fair and reasonable prices to the city. The following minimum guidelines and procedures shall be implemented. A Notice Inviting RFQs or RFPs. At a minimum, the notice inviting RFQs or RFPs shall: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of qualifications or proposals; (4) describe general parameters for evaluation and selection; and (5) include any other information required by state or local law. B Published Notice. City staff shall solicit RFQs or RFPs via published notice on the city’s website or a website that electronically receives bids. C Review of Qualifications or Proposals. City will review and evaluate qualifications or proposals based on the evaluation and selection criteria in the RFQs/RFPs and rank proposals based on factors listed in the RFQ/RFP. D Negotiation. Once proposals are ranked, city may negotiate a contract with the highest ranked proposer only, may negotiate with multiple proposers, or may attempt to reach an agreement with the highest ranked proposer before negotiating with other proposers in order of ranking. City may also dispense with negotiations and recommend an award based on the proposals. E Award. Award will be made in accordance with this chapter. F Rejection of Proposals or Qualifications. The city council may, in its sole and absolute discretion, reject all qualifications or proposals presented and re-advertise. “Best competitive value” means a value determined by evaluation of criteria that may include, but is not limited to, price, features, functions, life-cycle costs, experience, and past performance. This includes, but is not limited to, request for qualifications (“RFQ”) or request for proposals (“RFP”). A RFQ and/or RFP defines the terms, conditions, and specifications for goods or services required by the city. Item 2C-17 15 3.30.150 Design and buildAlternative project delivery. As an alternative to the formal bidding procedure set forth in this chapter, the city may, for public projects, cause to be prepared estimates and documents for a solicitation of bids on a design and build basis. “Design and build” means a method of procuring design and construction from a single source. The selection of the single source occurs before the development of complete plans and specificationsthe procurement of public projects through alternative project delivery. Upon approval by the city council, the city may use the following methods of project delivery: design-build, progressive design-build, and construction manager/general contractor method. The purchasing officer is authorized to establish the procurement procedures for these methods of project delivery. As used in this chapter: A “Best value” means a value determined by evaluation of objective criteria that relate to price, features, functions, life-cycle costs, experience, and past performance. A best value determination may involve the selection of the lowest cost proposal meeting the interests of the city and meeting the objectives of the project. B “Construction Manager/General Contractor method” means a project delivery method in which a construction manager is procured to provide preconstruction services during the design phase of the project and construction services during the construction phase of the project. The contract for construction services may be entered into at the same time as the contract for preconstruction services or at a later time. The execution of the design and the construction of the project may be in sequential phases or concurrent phases. A Construction Manager/General Contractor method contract shall be awarded on a best value or qualifications basis. C “Design-build” means a project delivery process in which both the design and construction of a project are procured from a single entity. Design-build shall be awarded on a best value basis. D “Progressive design-build” means a project delivery process in which both the design and construction of a project are procured from a single design-build entity that is selected through a qualifications-based selection at the earliest feasible stage of the project. A progressive design-build contract shall be awarded on a best value or qualifications basis. A The request for submittal shall include all of the following: 1. A clear and precise description of the services to be provided and work to be performed; 2. A format for submittals to follow and the elements that shall be contained therein including the qualifications and relevant experience of the design professional and the contractor, the proposed cost of said project and the criteria that shall be used in evaluating the submittal including the base bid; and 3. The date on which the submittals are due and the timetable that will be used in reviewing and evaluating the submittals. Item 2C-18 16 B In addition to the information required in subsection A of this section regarding the qualifications and experience, bidders shall submit their proposals with a construction bid price and all cost information in a separate sealed envelope. C All submittals received prior to the closing time stated in the request for submittal shall be reviewed to determine that they meet the format requirements and the standards specified in the request for submittal. DE The contract shall be awarded to the bidder best meeting, in the sole judgment of the city council, the standards required and requested at said proposal. 3.30.160 Exceptions to procurement methods. A Minimum Procurement Levels. When the city manager establishes a minimum dollar threshold where the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment are not subject to any of the required procurement methods in this chapter. The city shall work to procure these items in the best interest of the city. B Disaster Relief. When in the case of a disaster, as further explained in Chapter 2.48, the requirements of this chapter do not apply. C Emergency. While the need for occasional emergency purchases is recognized, the practice must be curtailed as much as possible by anticipating needs so that normal purchasing procedures may be used. 1. “Emergency” means a sudden, unexpected occurrence that poses a clear, eminent danger requiring immediate action to protect the health and safety of the public, including to prevent or mitigate the loss or impairment of life, health, property or public services. 2. In the case of an emergency which requires the immediate procurement of public projects, contractual services, professional services or materials, supplies, and equipment, the city manager may authorize the purchasing officer to procure these items without regard to the provisions of this chapter; provided that a written public record shall be kept showing the nature of the emergency and the city manager’s authorization to proceed under the provisions of this section. The city manager shall terminate the emergency action at the earliest possible date that conditions warrant. D No Competitive Market. When the city council determines that a competitive market does not exist or that the city will not gain a competitive advantage by using the formal bidding procedure, the city may use any other procurement method. E Competitive Bidding Already Completed. When the purchasing officer, with the approval of the city manager, determines that: (1) a competitive bid procedure has been conducted by another public agency, including, but not limited to, another local agency, the state through the California Multiple Award Schedule (CMAS), the federal government through the General Services Administration (GSA), or a joint powers agency, authority or alliance that procures competitive contracts; and (2) the price to the city is equal to or better than the price to that public agency. Item 2C-19 17 F State Purchase. When the purchase is made on behalf of the city by the State Department of General Services. G Mandated Expenditures. When expenditures are mandated by law or regulation, such as county booking fees, utilities, postage (for delivery charges through the U.S. Postal Service), waste disposal fees or other non-negotiable permit, use or application fees. H Shared Services. When the city council or city manager authorizes the award and execution of contracts for services, subject to the dollar limits consistent with this chapter, that are provided by another government, public entity, joint powers authority, quasi- governmental entity, special district or nonprofit entity that will maximize efficiency, increase cost effectiveness, increase range of services, minimize duplication, provide training or education encourage collaboration or standardize efforts, or leverage government resources. I Best Interest of City. When the city council or city manager authorizes the award and execution of contracts, subject to the dollar limits consistent with this chapter, without competitive bidding provided that the city council or city manager finds that such award is in the best interest of the city, or of the public health, safety, and welfare. J Sole Source. When the city manager determines that there is only one source that provides the needed public project, contractual service, professional service or materials, supplies, and equipment or a product to ensure compatibility with other city products and equipment, the city shall work to procure these items in the best interest of the city. K Purchase of Recurring Charges, Authorized Vendor List. The city or any of its departments may create an open vendor list for the purposes of providing recurring and routine contractual services, professional services, and materials, supplies, and equipment for the fiscal year. Prices from each vendor shall be obtained in a manner to ensure competitive pricing, in the best interest of the city. The threshold for each vendor may be determined by the city council, at the recommendation of the city manager. A vendor list may be approved by the city council as often as necessary but not less than once every twenty-four months. 1. The cityPurchasing Officer may create an open vendor list for the purposes of providing services and goods for the fiscal year for ongoing cleanup, maintenance and different routine items that are of a continuing nature. 2. Prior to each fiscal year, an invitation to provide pricing for certain goods or services should be posted and remain posted through the fiscal year to offer vendors to provide pricing throughout the year and provide equal bidding opportunities. Prices from each vendor shall be obtained in a manner to ensure competitive pricing, in the best interest of the city. 3. The aggregate yearly threshold for each vendor may be determined by the city council, at the recommendation of the city manager. A vendor list may be approved by the city council as often as necessary but not less than once every twenty four (24) months. K4. The aggregate yearly threshold for each vendor may be determined by the city council, at the recommendation of the city manager. A vendor list may be approved by the city council as often as necessary but not less than once every twenty four (24) months. L Purchase for Recurring Charges. By adopting a procedure approved by the city manager, subject to the dollar limits consistent with this chapter, an agent, one who has Formatted: Legal3_L5 Item 2C-20 18 authority from the city to act on its behalf, contracted by the city may purchase contractual services, professional services, and materials, supplies, and equipment for ongoing cleanup, maintenance and different routine items that are of a continuing nature provided the agent’s contract allows for such purchases. ML Otherwise Authorized. When otherwise authorized by this chapter or applicable law. 3.30.170 Change orders. A The city manager or designee shall have authority to approve change orders for public projects, contractual services, professional services, and materials, supplies, and equipment previously awarded by the city manager, provided that change orders aggregated with the original contract do not exceed fifty thousand dollarsSeventy-Five Thousand Dollars ($75,000), subject to an unencumbered appropriation in the fund against which such expenditure is to be charged. AB During the award of a contract by the city council, the council may give the city manager the authority to approve change orders, specific to that contract, based on either a percentage of the contract or a specific dollar amount. If no specific authority is given by the city council, the city manager may approve change orders for a city council awarded contract subject to the dollar limits consistent with this chapter, provided such change orders are within the approved contingency. BC Change orders in excess of the city manager’s authority may be approved by the city manager and submitted to city council for ratification under the following circumstance: 1. The failure to immediately issue a change order may result in significant project cost increases or an unacceptable project delay due to work stoppage or other inefficiencies; 2. A special meeting or a regularly scheduled meeting of the city council is not scheduled within a reasonable period of time to sufficiently remedy the problem; and 3. Funding for the change order is currently available within the appropriated budget. 3.30.180 Local business preference program. A Statement of Policy. It is the policy of the city to promote employment and business opportunities for local residents and firms on all contracts and give preference to local residents, workers, businesses, contractors, and consultants to the extent consistent with the law and interests of the public. B Local Preference in Purchasing. In the bidding of, or letting for procurement of, supplies, materials, and equipment, as provided in this chapter, the purchasing officer may give a preference to local businesses in making such purchase or awarding such contract in an amount not to exceed five percent of the local business’ total bid price. Total bid price shall include not only the base bid price but also adjustments to that base bid price resulting from alternates requested in the solicitation. In order for a local business to be eligible to claim the Item 2C-21 19 preference, the business must request the preference in the solicitation response and provide a copy of its current business license from a jurisdiction in the Coachella Valley. C Local Preference in Professional Services. In awarding contracts for professional services, including consultant services, preference to local business shall be given whenever practicable pursuant to this chapter consistent with the statement of policy in subsection A of this section. The contractor or consultant will also, to the extent legally possible, solicit applications for employment and proposals for subcontractors and sub-consultants for work associated with the proposed contract from local residents and firms as opportunities occur and hire qualified local residents and firms whenever feasible. In order for a local business to be eligible to claim the preference, the business must request the preference in the solicitation response and provide a copy of its current business license from a jurisdiction in the Coachella Valley. D Exceptions to Local Business Preference Policy. The preference set forth in this section shall not apply to the following purchases or contracts: 1. Goods or services provided under a cooperative purchasing agreement; 2. Purchases or contracts which are funded in whole or in part by a governmental entity and the laws, regulations, or policies governing such funding prohibit application of that preference; 3. Purchases made or contracts let under emergency or noncompetitive situations; 4. Purchases with an estimated cost of twenty-five thousand dollars or more; 5. Application of the local business preference to a particular purchase, contract, or category of contracts for which the city council is the awarding authority may be waived at the city council’s discretion; 6. Public works projects; 7. Bids that are nonresponsive. E Quality and Fitness. The preferences established in this section shall in no way be construed to inhibit, limit or restrict the right and obligation of the purchasing officer to compare quality and fitness for use of supplies, materials, equipment, and services proposed for purchase and compare the qualifications, character, responsibility, and fitness of all persons, firms, or corporations submitting bids or proposals. In addition, the preferences established in this section shall in no way be construed to prohibit the right of the city council or the purchasing officer from giving any other preference permitted by law or this chapter. F Verification of Local Business Preference Eligibility. Any vendor or consultant claiming to be a local business, shall so certify in the bid. The purchasing officer shall not be required to verify the accuracy of any such certifications, and shall have sole discretion to determine if a vendor or consultant meets the definition of “local business.” G Enforcement. Item 2C-22 20 1. The information furnished by each bidder requesting a local business preference shall be under penalty of perjury. 2. No person or business shall knowingly and with intent to defraud, fraudulently obtain, retain, attempt to obtain or retain, or aid another in fraudulently obtaining or retaining or attempting to obtain or retain certification as a local business for the purpose of this section. 3. No person or business shall willfully and knowingly make a false statement with the intent to defraud, whether by affidavit, report, or other representation, to a city official or employee for the purpose of influencing the certification or denial of certification of any entity as a local business. 4. A business which has obtained city certification as a local business by reason of having furnished incorrect supporting information or by reason of having withheld information, and which knew or should have known the information furnished was incorrect or the information withheld was relevant to its request for certification, and which by reason of such certification has been awarded a contract to which it would not otherwise have been entitled, shall: a. Pay to the city any difference between the contract amount and what the city’s costs would have been if the contract had been properly awarded; b. In addition to the amount described in subsection (G)(4)(a), be assessed a penalty in an amount of not more than ten percent of the amount of the contract involved; and c. Be subject to debarment from future award of contracts from the city. 5. The penalties identified in subsection (G)(4) shall also apply to any business that has previously obtained proper certification and, as a result of a change in its status would no longer be eligible for certification, fails to notify the purchasing officer of this information prior to responding to a solicitation or accepting a contract award. 3.30.190 Preference for recycled content. A Environmentally Preferable Practices. The city will act to make resource conservation an integral part of its waste reduction and recycling programs. The practice of discarding materials used in the city facilities is wasteful of natural resources, energy, and money. 1. The city will integrate the concept of resource conservation, including waste reduction and recycling, into its environmental programs. 2. The city will decrease the amount of waste of consumable materials by: a. Reducing the consumption of consumable material wherever possible. b. Fully utilizing all material prior to disposal. c. Minimizing the use of nonbiodegradable products wherever possible. Item 2C-23 21 3. The city will cooperate with, and participate in, recycling efforts being made by the city and county. As systems for recovering waste and recycling develop within the city limits, the city will participate by appropriately separating and allowing recovery of recyclable waste products. 4. All vendors providing paper products and printing and writing paper shall: a. Provide recycled-content paper products and recycled-content printing and writing paper that consists of at least thirty percent, by fiber weight, postconsumer fiber, if fitness and quality are equal, and available at equal or lesser price. b. Provide paper products and printing and writing paper that meet Federal Trade Commission recyclability standard as defined in 16 Code of Federal Regulations (CFR) Section 260.12. c. Certify in writing, under penalty of perjury, the minimum percentage of postconsumer material in the paper products and printing and writing paper offered or sold to the city. This certification requirement may be waived if the percentage of postconsumer material in the paper products, printing and writing paper, or both can be verified by a product label, catalog, invoice, or a manufacturer or vendor internet website. d. Certify in writing, on invoices or receipts provided, that the paper products and printing and writing paper offered or sold to the city is eligible to be labeled with an unqualified recyclable label as defined in 16 Code of Federal Regulations (CFR) Section 260.12. B Representatives of the city will actively advocate, where appropriate, for resource conservation practices to be adopted at the local, regional, and national levels. C City employees shall refer to the adopted recovered organic waste product procurement policy for proper purchasing and recordkeeping procedures related to recovered organic waste products and recycled-content paper products and recycled-content printing and writing paper. Item 2C-24 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, REPLACING CHAPTER 3.30 IN ITS ENTIRETY AND RESCINDING ORDINANCES NO. 224, 423, 586, 927, 928, 986, 1162, 1166, 1204, 1229, 1276, 1317, AND 1335 RELATIVE TO THE PURCHASING SYSTEM AND PUBLIC WORKS CONTRACTS WHEREAS, the City Palm Desert (“City”) periodically reviews the Palm Desert Municipal Code (“Municipal Code”) to identify areas that need updating, clarification, and revisions in accordance with state law; and WHEREAS, the last comprehensive update to the purchasing policies and procedures, codified in Municipal Code Chapter 3.30, was in the year 2018; and WHEREAS, this update will ensure consistency amongst the various contracts and purchases, simplify the procurement process while maintaining internal controls, and allow for flexibility and efficiencies; and WHEREAS, all other legal prerequisites to the presentation of this Ordinance have occurred. THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Recitals. The City Council finds that the above recitals are true and correct and, accordingly, are incorporated as a material part of this Ordinance. Section 2. Amending Chapter 3.30. Chapter 3.30 (Purchasing System and Public Works Contracts) of the Palm Desert Municipal Code is hereby amended to read in its entirety as set forth in Exhibit “A” to this Ordinance, which is hereby incorporated by reference herein. Section 3. Severability. If any section, subsection, clause or phrase of this Ordinance or any part thereof is for any reason held to be invalid, unconstitutional, or unenforceable by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of the Ordinance. The City Council declares that it would have passed each section, subsection, paragraph, sentence, clause, or phrase thereof, irrespective of the fact that any one or more section, subsection, sentence, clause or phrase would be declared invalid, unconstitutional or unenforceable. Section 4. CEQA. The City Council hereby finds and determines that this Ordinance is exempt from CEQA pursuant to State CEQA Guidelines section 15061(b)(3) because it can be seen with certainty that the Ordinance would not have the potential or possibility for causing a significant effect on the environment. Specifically, the proposed changes to the Municipal Code are primarily administrative in nature and clean-up various inconsistencies that existed in the prior version of the Municipal Code. Moreover, many Item 2C-25 Ordinance No. ____ Page 2 of the changes are technical in nature and do not allow for specific development. In reviewing the Ordinance the City Council has exercised its independent judgment and has reviewed and considered the Ordinance in light of all testimony received, both oral and written. Therefore, based upon the entire administrative record, the City Council hereby determines that no further environmental review is required for the Ordinance. SECTION 5. Publication. The City Clerk of the City of Palm Desert, California, is hereby directed to publish this Ordinance in the Desert Sun, a newspaper of general circulation, published and circulated in the City of Palm Desert, California, and shall be in full force and effective thirty (30) days after its adoption. ADOPTED ON _______________. ______________________ KATHLEEN KELLY MAYOR ATTEST: _____________________________ ANTHONY J. MEJIA CITY CLERK APPROVED AS TO FORM: I, Anthony J. Mejia, City Clerk of the City of Palm Desert, California, do hereby certify that Ordinance No. ____ is a full, true, and correct copy, and was introduced at a regular meeting of the Palm Desert City Council on ____________, and adopted at a regular meeting of the City Council held on _____________, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RECUSED: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on _________________. ANTHONY J. MEJIA CITY CLERK Item 2C-26 1 Palm Desert, California Municipal Code Title 3 REVENUE FINANCE Chapter 3.30 PURCHASING SYSTEM AND PUBLIC WORKS CONTRACTS 3.30.010 Purpose. 3.30.020 Definitions. 3.30.030 Purchasing officer. 3.30.040 Purchasing officer—Powers and duties. 3.30.050 General purchasing regulations, policies, and procedures. 3.30.060 Public projects. 3.30.070 Contractual services. 3.30.080 Professional services. 3.30.090 Materials, supplies, and equipment. 3.30.095 Informal bidding procedure. 3.30.100 Formal bidding procedure. 3.30.110 Standard bid and proposal protest procedures. 3.30.120 Vendor price quotes procedure. 3.30.130 Proposal procedure. 3.30.140 Best competitive value procedure. 3.30.150 Alternative project delivery. 3.30.160 Exceptions to procurement methods. 3.30.170 Change orders. 3.30.180 Local business preference program. 3.30.190 Preference for recycled content. 3.30.010 Purpose. The purpose of this chapter is to prescribe efficient policies and procedures for the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment to better serve the city’s residents. All purchasing will be done with absolute integrity and equal opportunity will be provided to all, free of discrimination. Item 2C-27 2 3.30.020 Definitions. The following terms, whenever used in this chapter, shall be construed as follows: “Contractual services” mean all services, other than professional services, including, but not limited to, repairs, maintenance work, software subscriptions, and rental equipment. The term does not include services rendered by city officers or employees. “Department” or “agency” means a department, agency, or other unit of the city government whose affairs and funds are under the supervision and control of the city council. “Designated position” means a city staff position authorized by the city manager to make purchases consistent with this chapter subject to dollar limits set by the city manager. “Local business” means a vendor, contractor, or consultant who has a valid physical business address located within one of the nine incorporated cities of the Coachella Valley, or within an unincorporated area of Riverside County in the Coachella Valley within the boundaries of the Coachella Valley Association of Governments, 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. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. “Materials, supplies, and equipment” means any and all articles, things, or property, other than real property, furnished to be used by any city agency. “Paper products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling, or as otherwise defined in 14 CCR Section 18982(a)(51). “Printing and writing papers” include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated writing papers, posters, index cards, calendars, brochures, reports, magazines, and publications, or as otherwise defined in 14 CCR Section 18982(a)(54). “Professional services” means all services performed in a professional occupation including, but not limited to, accounting, auditing, appraising, computer hardware and software support, engineering, architectural, planning, environmental, redevelopment, financial, economic, social services, legal, construction project management, communications, land surveying and other similar professional functions which may be necessary for the operation of the city. “Public project” means construction, reconstruction, erection, alteration, renovation, improvement, and demolition work involving any publicly-owned, leased, or operated facility. 1. “Purchasing” means the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment as needed by the city. Item 2C-28 3 “Recycled-content paper” means paper products and printing and writing paper that consists of at least thirty percent, by fiber weight, postconsumer fiber, or as otherwise defined in 14 CCR Section 18982(a)(61). 3.30.030 Purchasing officer. The purchasing officer shall be the city manager or designee. The city manager may delegate some or all of the duties of that position to one or more subordinate employees. The purchasing officer shall supervise the purchasing functions of the city. The purchasing officer is authorized to establish methods and procedures for efficient and economical purchasing. (Ord. 1374 § 1, 2022; Ord. 1335 § 1, 2018) 3.30.040 Purchasing officer—Powers and duties. The purchasing officer, in accordance with this chapter and any written policies and/or procedures approved by the city manager consistent with this chapter, shall have the power to: A Purchase and Contract. Purchase or contract for public projects, contractual services, professional services, and materials, supplies, and equipment required by the city. B Purchasing Policies Procedures. Prepare and implement policies and procedures governing the bidding, contracting, and purchasing of public projects, contractual services, professional services, and materials, supplies, and equipment for the city. C Forms. Prescribe and maintain such forms as may be reasonably necessary to the implementation of this chapter and any other policies and procedures approved by the city manager consistent with this chapter. D Surplus Materials, Supplies, and Equipment. Establish policies and procedures to sell, repurpose or dispose of any materials, supplies, and equipment not needed for public use or that are obsolete, damaged beyond repair, or may become unsuitable for their intended use including establishing value thresholds for surplus. E Purchase for Resale. Authorize the purchase of materials, supplies, and equipment for resale from such enterprises as the golf course, or visitor’s center to obtain the best possible price for the desired merchandise by adopting a procedure approved by the city manager. Such purchases shall not be subject to the award limits noted in this chapter, provided funding is available within the appropriated budget. F Bidder, Contractor and Vendor Lists and Catalogs. Develop and maintain any bidder’s list, contractor’s list or vendor’s list necessary to the operation of this chapter and any other policies and procedures approved by the city manager consistent with this chapter. G Recycled Product Procurement Policy. Establish and maintain procedures and specifications for the purchase of recycled-content paper and recycled-content paper products as described in Section 3.30.190(A)(4). Item 2C-29 4 3.30.050 General purchasing regulations, policies, and procedures. A Applicability of Chapter. The purchasing regulations contained in this chapter shall apply to the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment by the city. B Purchasing Limits, Authorizations and Awards. The city manager may establish dollar limits for authorizations and awards, consistent with this chapter, by designated positions, for the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment. C Subsequent Contract Awards, Amendments, Extensions or Renewals. Notwithstanding anything herein to the contrary, the city manager or designated position shall not award a subsequent contract to the same individual or entity for the same or similar services on the same project, or amend, extend or renew such a contract, without obtaining the next highest approval authority (e.g., the city council for the city manager), when the award, amendment, extension or renewal will result in the city paying an aggregate amount in excess of the approval authority of the city manager to the individual or entity in any given fiscal year. For purposes of this section, the phrase “same project” shall include an on-call or as-needed contract. D Rejection of Bids and Proposals. At its discretion, the city council may reject any and all bids, proposals, quotations, or prices secured through procurement methods consistent with this chapter and take any other action deemed appropriate for the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment. E Appropriations Requirement. No contract or purchase shall be made unless the director of finance shall have first confirmed that there is an unencumbered appropriation in the fund against which such expenditure is to be charged sufficient to cover the amount of purchase or contract, unless in cases of emergency. F Performance Bonds. The city shall have authority to require a performance bond before entering a contract in such an amount as it shall find reasonably necessary to protect the best interests of the city. G Confidentiality of Proposals. Contracts let pursuant to proposals permitting negotiations shall be opened and their contents secured to prevent disclosure during the process of negotiating with competing proposers. If proposals are opened publicly, only the names of the proposers shall be revealed, while prices and other information concerning the proposals shall not be disclosed until negotiations are complete and before award is made by the city council. 3.30.060 Public projects. A Two Thousand Dollars ($2,000) or Less. Public projects of Two Thousand Dollars ($2,000) or less may be awarded by a city department head after selecting a qualified contractor and negotiating a contract in the best interest of the city. B Seventy-Five Thousand Dollars ($75,000) or Less. Public projects of Seventy-Five Thousand Dollars ($75,000) or less may be awarded by the city manager pursuant to the vendor price quotes procedure (Section 3.30.120) after selecting a qualified contractor or any exception Item 2C-30 5 consistent with this chapter. Public projects of up to Twenty-Five Thousand Dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). The contract shall be awarded in the best interest of the city. C More than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000). Public projects of more than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000) shall, except as otherwise provided in this chapter, be awarded by the city manager, to the extent the city council has budgeted funds for the project, pursuant to the informal bidding procedure (Section 3.30.095) and to the lowest responsible bidder. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Public projects of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall, except as otherwise provided in this chapter, be awarded by the city council pursuant to the formal bidding procedure (Section 3.30.100) and to the lowest responsible bidder. The city council may reject any or all bids received, and may waive any irregularities in each bid received. E Review and Approval of Plans and Specifications. The director of public works and city engineer, or their designees, are authorized to review and approve engineering plans for all public projects. This shall include the working details, drawings, plans and specifications prepared for every public project, including emergency and change order work, which may affect the design or operation of public improvements and which may bring into question the city’s liability for dangerous conditions of public property. F Municipal Projects. Except on locally funded public projects of twenty-five thousand dollars ($25,000) or less when the project is for construction work, or fifteen thousand dollars ($15,000) or less when the project is for alteration, demolition, repair or maintenance work, all contractors performing work on city public projects shall be subject to California Prevailing Wage Law, codified at California Labor Code Section 1720 et seq., as it may be amended from time to time, or otherwise proscribed by law. The only limitation on the provisions of this subsection shall be in the event federal funding requirements supersede state prevailing wage laws. G H Applicability of Public Contract Code. 1. Pursuant to Public Contract Code section 1100.7, the city is expressly exempt from the Public Contract Code except to the extent the city has expressly adopted one or more provisions of the Public Contract Code pursuant to the city charter, this code, city council resolution or other city council action, or express terms of a city contract. 2. 3.30.070 Contractual services. A Two Thousand Dollars ($2,000) or Less. Contractual services of Ten Thousand Dollars ($10,000) or less may be awarded by the city manager after selecting a qualified vendor and negotiating a contract in the best interest of the city. Item 2C-31 6 B Seventy-Five Thousand Dollars ($75,000) or Less. Contractual services of Seventy-Five Thousand Dollars ($75,000) or less may be awarded by the city manager pursuant to the vendor price quotes procedure (Section 3.30.120), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Contractual services of up to twenty-five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). C More than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000). Contractual services of more than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000) shall be awarded by the city manager pursuant to the informal bidding procedure (Section 3.30.095), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Contractual services of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall be awarded by the city council pursuant to the best competitive value procedure (Section 3.30.140) or any exception consistent with this chapter. E Award. All contractual services shall be awarded in the best interest of the city, determined in the sole discretion of the city council, city manager, or designated position authorized to award the contract. 3.30.080 Professional services. A Ten Thousand Dollars ($10,000) or Less. Professional services of Ten Thousand Dollars ($10,000) or less may be awarded by the city manager after selecting a qualified vendor and negotiating a contract in the best interest of the city. B Seventy-Five Thousand Dollars ($75,000) or Less. Professional services of Seventy-Five Thousand Dollars ($75,000) or less may be awarded by the city manager pursuant to the proposal procedure (Section 3.30.130), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Professional services of up to twenty- five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). C Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000). Professional services of Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000) shall be awarded by the city manager pursuant to the proposal procedure (Section 3.30.130), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Professional services of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall be awarded by the city council pursuant to the best competitive value procedure (Section 3.30.140) or any exception consistent with this chapter. E Award. Contracts for professional services shall be awarded to the consultant who will best serve the interests of the city, taking into account the demonstrated competence, professional qualifications and suitability for the project in general. The city may consider cost of professional services if determined to be a relevant factor under the circumstances, but cost shall not be the sole determining factor. Item 2C-32 7 3.30.090 Materials, supplies, and equipment. A Two Thousand Dollars ($2,000) or Less. Materials, supplies, and equipment of Two Thousand Dollars ($2,000) or less may be awarded by a city department head after selecting a qualified vendor and negotiating a contract in the best interest of the city. B Seventy-Five Thousand Dollars ($75,000) or Less. Materials, supplies, and equipment of Seventy-Five Thousand Dollars ($75,000) or less may be awarded by the city manager pursuant to the vendor price quotes procedure (Section 3.30.120), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Materials, supplies, and equipment of up to twenty-five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). C More than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000). Materials, supplies, and equipment of more than Seventy-Five Thousand Dollars ($75,000) to Two-Hundred Fifty Thousand Dollars ($250,000) or less may be awarded by the city manager pursuant to the informal bidding procedure (Section 3.30.095), best competitive value procedure (Section 3.30.140), or any exception consistent with this chapter. Materials, supplies, and equipment of up to twenty-five thousand dollars ($25,000) may be awarded by a designated position, subject to the limits and authorizations established under Section 3.30.050(B). The contract shall be awarded in the best interest of the city. D More than Two-Hundred Fifty Thousand Dollars ($250,000). Materials, supplies, and equipment of more than Two-Hundred Fifty Thousand Dollars ($250,000) shall, except as otherwise provided in this chapter, be awarded by the city council pursuant to formal bidding procedures and to the lowest responsible bidder. The city council may reject any or all bids received and may waive any irregularities in each bid received. 3.30.095 Informal bidding procedure. A The informal bidding procedure shall follow the formal bidding procedure except that the city shall maintain a list of qualified vendors and contractors established by this chapter, the notice inviting informal bids shall be provided to all vendors and contractors on the bidder list and/or to a designated construction trade journals not less than ten (10) calendar days before the date of opening bids, and award shall be by the city manager. The development and maintenance of the contractors list will be established by the purchasing officer. 3.30.100 Formal bidding procedure. A Uses of Formal Bidding Procedure. This formal bidding procedure shall be used whenever formal bidding is required. B Notice Inviting Formal Bids. Notice inviting formal bids shall be issued and at a minimum: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of bids; and (4) include any other information required by state or local law. Item 2C-33 8 C Published Notice. The notice shall be published at least ten calendar days before the date of opening the bids on the city’s website and on an electronic bulletin board or an Internet site that is a generally recognized source of local public works contract information. D Bidder’s Security (Projects). All bids require one of the following forms of bidder’s security: (1) cash; (2) cashier’s check made payable to the city; or (3) a bidder’s bond executed by an admitted surety insurer made payable to the city. Such security shall be an amount at least equal to ten percent of the amount bid. No bid shall be considered unless security in the form above set forth is provided with the bid. E Forfeiture of Security (Projects). If the successful bidder fails to execute the contract and provide any required documentation, the bidder’s security shall be forfeited to the city. The city council may, on refusal or failure of the successful bidder to execute such contract, award the contract to the next lowest responsible bidder submitting a responsive bid. If the city council awards the contract to the second lowest bidder, the amount of the lowest bidder’s security shall be applied by the city to the difference between the low bid and the second low bid. The surplus, if any, shall be utilized to offset any and all costs of preparation and printing of plans, specifications, estimates of cost, publication of notices, and any surplus remaining shall be returned to the lowest bidder who fails to execute the contract. F Review of Bids. The city shall review all bids received for completeness, accuracy, responsiveness to the notice inviting bids and bid documents, and the city’s experience with or knowledge of the qualifications and reliability of each bidder and prepare a recommendation for award to the city council. The city council may waive any irregularities in each bid received. G No Bids. If no bids are received, the city council may have the project done in any manner that the city council may direct without further complying with this chapter. H Award of Contract. The contract shall be awarded in accordance with all applicable sections of this chapter. If two or more bids received are the same amount, the city council may decide which bid to accept and award. I Rejection of Bids. The city council may, in its sole and absolute discretion, reject all bids presented. After all bids are rejected, the city council shall have the option of any of the following: 1. Abandon the project; 2. Readvertise for bids in the manner described in this chapter; 3. Perform the work by employees of the city; or 4. Have the project done by force account, or procure materials, supplies, and equipment on the open market. J Relief of Bidders. A bidder shall not be relieved of its bid unless by consent of the city council nor shall any change be made in the bid because of mistake. The requesting party should provide to the city council in written form the facts that establish to the satisfaction of the city council that: (1) a mistake was made; (2) written notice was given to the city of that mistake within five days, excluding Saturdays, Sundays, and state holidays, after the opening of the bids specifying how the mistake occurred; (3) the mistake made the bid materially different than it was Item 2C-34 9 intended to be; and (4) the mistake was made in filling out the bid and not due to error in judgment or to carelessness in inspecting the site of the work, or in reading the plans or specifications. If the protest does not comply with each of these requirements, the city may reject the protest without further review. If the protest is timely and complies with the above requirements, the city shall review the protest, any response from the challenged bidder(s), and all other relevant information. The city will provide a written decision to the protestor in a reasonable amount of time. 3.30.110 Standard Bid and Proposal Protest Procedures. A Effect of Failure to Protest. The procedures set forth in this section are mandatory and are the sole and exclusive remedy of a bidder, proposer or other vendor to dispute the award of a contract that the city solicits through a competitive process. A protest that does not comply with these procedures may be summarily rejected and the person submitting the protest shall be deemed to have waived all rights to relief. B Protests of Solicitation Method. By submitting a bid, proposal or other application for a contract award, the bidder, proposer or other vendor shall be deemed to have waived all rights to challenge the city’s method for procuring the contract or any discrepancy in the solicitation process or documents. Bidders, proposers, or vendors may submit bids, proposals or other applications under protest. Protests under this section shall be submitted in writing to the official designated to receive the bid, proposal or other application and shall contain a full summary of the factual and legal basis for the protest. C Protests of Award. A bidder, proposer or other vendor applying for a city contract through a competitive process may submit a written protest of the award of the contract. The protest shall identify and explain the factual and legal grounds for the protest. Any grounds not raised in the written protest are deemed waived by the protesting bidder. D Waiver. Any person that: (1) did not directly submit a bid or proposal, (2) is not responsible or qualified to receive the contract, (3) failed to submit a responsive bid or proposal, (4) is not in line to receive the contract or is otherwise ineligible to receive the contract, (5) is otherwise not beneficially interested in the award, or (6) fails to submit a timely protest shall be deemed to have waived the right to protest the award of the contract. Any protest deemed waived will be subject to summary rejection without further consideration and the person will have no right to any relief. E Timing of Protest of Award. Protests shall be submitted in writing to the official designated to receive the bid, proposal or other application within the following times: 1. If of another bidder, within five (5) after the bid opening date. 2. If the city makes a recommendation to the city council to award a proposal or other application, then within five (5) calendar days following the issuance of the recommendation and prior to the date of the award. 3. If in response to a notice of intent to reject a bid, proposal or other application, then within five calendar days following the issuance of the notice of intent. Item 2C-35 10 F City Response. If the protest is timely and complies with the above requirements, the city shall review the protest, any response from the challenged bidder, proposer or other vendor, and all other relevant information. The city will provide a written decision to the protestor in a reasonable amount of time. If the protest is in response to a recommendation of award to the city council, then the protest will be considered concurrently with the award of the contract, and the approval authority’s action is final. G Conflicts. The protest procedures contained in this section shall not apply if a particular solicitation contains a different protest procedure. This section does not limit or eliminate a claimant’s obligations under the Government Claims Act, Government Code Section 900 et seq. H 3.30.120 Vendor price quotes procedure. City staff shall solicit from an approved list of vendors via posted notice, telephone request, mail, email, or any other reasonable solicitation method, price quotes documented in writing. If unable to obtain a minimum of three (3) price quotes from approved vendors, staff shall procure by the best competitive value procedure (Section 3.30.140). The development and maintenance of the list of approved vendors will be established by the purchasing officer. 3.30.130 Proposal procedure. City staff shall solicit from an approved list of vendors via posted notice, telephone request, mail, email, or any other reasonable solicitation method, proposals documented in writing. If unable to obtain a minimum of three (3) proposals from approved professional service firms, staff shall procure by the best competitive value procedure (Section 3.30.140). The development and maintenance of the list of approved vendors will be established by the purchasing officer. 3.30.140 Best competitive value procedure. The best competitive value procedures utilizes request for qualifications (“RFQ”) and/or request for proposals (“RFP”) to engage services on the basis of demonstrated competence and qualifications for the types of services to be performed and at fair and reasonable prices to the city. The following minimum guidelines and procedures shall be implemented. A Notice Inviting RFQs or RFPs. At a minimum, the notice inviting RFQs or RFPs shall: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of qualifications or proposals; (4) describe general parameters for evaluation and selection; and (5) include any other information required by state or local law. B Published Notice. City staff shall solicit RFQs or RFPs via published notice on the city’s website or a website that electronically receives bids. C Review of Qualifications or Proposals. City will review and evaluate qualifications or proposals based on the evaluation and selection criteria in the RFQs/RFPs and rank proposals based on factors listed in the RFQ/RFP. Item 2C-36 11 D Negotiation. Once proposals are ranked, city may negotiate a contract with the highest ranked proposer only, may negotiate with multiple proposers, or may attempt to reach an agreement with the highest ranked proposer before negotiating with other proposers in order of ranking. City may also dispense with negotiations and recommend an award based on the proposals. E Award. Award will be made in accordance with this chapter. F Rejection of Proposals or Qualifications. The city council may, in its sole and absolute discretion, reject all qualifications or proposals presented and re-advertise. 3.30.150 Alternative project delivery. As an alternative to the formal bidding procedure set forth in this chapter, the city may, for public projects, cause to be prepared estimates and documents for the procurement of public projects through alternative project delivery. Upon approval by the city council, the city may use the following methods of project delivery: design-build, progressive design-build, and construction manager/general contractor method. The purchasing officer is authorized to establish the procurement procedures for these methods of project delivery. As used in this chapter: A “Best value” means a value determined by evaluation of objective criteria that relate to price, features, functions, life-cycle costs, experience, and past performance. A best value determination may involve the selection of the lowest cost proposal meeting the interests of the city and meeting the objectives of the project. B “Construction Manager/General Contractor method” means a project delivery method in which a construction manager is procured to provide preconstruction services during the design phase of the project and construction services during the construction phase of the project. The contract for construction services may be entered into at the same time as the contract for preconstruction services or at a later time. The execution of the design and the construction of the project may be in sequential phases or concurrent phases. A Construction Manager/General Contractor method contract shall be awarded on a best value or qualifications basis. C “Design-build” means a project delivery process in which both the design and construction of a project are procured from a single entity. Design-build shall be awarded on a best value basis. D “Progressive design-build” means a project delivery process in which both the design and construction of a project are procured from a single design-build entity that is selected through a qualifications-based selection at the earliest feasible stage of the project. A progressive design-build contract shall be awarded on a best value or qualifications basis. E 3.30.160 Exceptions to procurement methods. Item 2C-37 12 A Minimum Procurement Levels. When the city manager establishes a minimum dollar threshold where the procurement of public projects, contractual services, professional services, and materials, supplies, and equipment are not subject to any of the required procurement methods in this chapter. The city shall work to procure these items in the best interest of the city. B Disaster Relief. When in the case of a disaster, as further explained in Chapter 2.48, the requirements of this chapter do not apply. C Emergency. While the need for occasional emergency purchases is recognized, the practice must be curtailed as much as possible by anticipating needs so that normal purchasing procedures may be used. 1. “Emergency” means a sudden, unexpected occurrence that poses a clear, eminent danger requiring immediate action to protect the health and safety of the public, including to prevent or mitigate the loss or impairment of life, health, property or public services. 2. In the case of an emergency which requires the immediate procurement of public projects, contractual services, professional services or materials, supplies, and equipment, the city manager may authorize the purchasing officer to procure these items without regard to the provisions of this chapter; provided that a written public record shall be kept showing the nature of the emergency and the city manager’s authorization to proceed under the provisions of this section. The city manager shall terminate the emergency action at the earliest possible date that conditions warrant. D No Competitive Market. When the city council determines that a competitive market does not exist or that the city will not gain a competitive advantage by using the formal bidding procedure, the city may use any other procurement method. E Competitive Bidding Already Completed. When the purchasing officer, with the approval of the city manager, determines that: (1) a competitive bid procedure has been conducted by another public agency, including, but not limited to, another local agency, the state through the California Multiple Award Schedule (CMAS), the federal government through the General Services Administration (GSA), or a joint powers agency, authority or alliance that procures competitive contracts; and (2) the price to the city is equal to or better than the price to that public agency. F State Purchase. When the purchase is made on behalf of the city by the State Department of General Services. G Mandated Expenditures. When expenditures are mandated by law or regulation, such as county booking fees, utilities, postage (for delivery charges through the U.S. Postal Service), waste disposal fees or other non-negotiable permit, use or application fees. H Shared Services. When the city council or city manager authorizes the award and execution of contracts for services, subject to the dollar limits consistent with this chapter, that are provided by another government, public entity, joint powers authority, quasi-governmental entity, special district or nonprofit entity that will maximize efficiency, increase cost effectiveness, increase range of services, minimize duplication, provide training or education encourage collaboration or standardize efforts, or leverage government resources. Item 2C-38 13 I Best Interest of City. When the city council or city manager authorizes the award and execution of contracts, subject to the dollar limits consistent with this chapter, without competitive bidding provided that the city council or city manager finds that such award is in the best interest of the city, or of the public health, safety, and welfare. J Sole Source. When the city manager determines that there is only one source that provides the needed public project, contractual service, professional service or materials, supplies, and equipment or a product to ensure compatibility with other city products and equipment, the city shall work to procure these items in the best interest of the city. K Purchase of Recurring Charges, 1. The Purchasing Officer may create an open vendor list for the purposes of providing services and goods for the fiscal year for ongoing cleanup, maintenance and different routine items that are of a continuing nature. 2. Prior to each fiscal year, an invitation to provide pricing for certain goods or services should be posted and remain posted through the fiscal year to offer vendors to provide pricing throughout the year and provide equal bidding opportunities. Prices from each vendor shall be obtained in a manner to ensure competitive pricing, in the best interest of the city. 3. The aggregate yearly threshold for each vendor may be determined by the city council, at the recommendation of the city manager. A vendor list may be approved by the city council as often as necessary but not less than once every twenty four (24) months. 4. The aggregate yearly threshold for each vendor may be determined by the city council, at the recommendation of the city manager. A vendor list may be approved by the city council as often as necessary but not less than once every twenty four (24) months. L Otherwise Authorized. When otherwise authorized by this chapter or applicable law. 3.30.170 Change orders. A The city manager or designee shall have authority to approve change orders for public projects, contractual services, professional services, and materials, supplies, and equipment previously awarded by the city manager, provided that change orders aggregated with the original contract do not exceed Seventy-Five Thousand Dollars ($75,000), subject to an unencumbered appropriation in the fund against which such expenditure is to be charged. B During the award of a contract by the city council, the council may give the city manager the authority to approve change orders, specific to that contract, based on either a percentage of the contract or a specific dollar amount. If no specific authority is given by the city council, the city manager may approve change orders for a city council awarded contract subject to the dollar limits consistent with this chapter, provided such change orders are within the approved contingency. C Change orders in excess of the city manager’s authority may be approved by the city manager and submitted to city council for ratification under the following circumstance: Item 2C-39 14 1. The failure to immediately issue a change order may result in significant project cost increases or an unacceptable project delay due to work stoppage or other inefficiencies; 2. A special meeting or a regularly scheduled meeting of the city council is not scheduled within a reasonable period of time to sufficiently remedy the problem; and 3. Funding for the change order is currently available within the appropriated budget. 3.30.180 Local business preference program. A Statement of Policy. It is the policy of the city to promote employment and business opportunities for local residents and firms on all contracts and give preference to local residents, workers, businesses, contractors, and consultants to the extent consistent with the law and interests of the public. B Local Preference in Purchasing. In the bidding of, or letting for procurement of, supplies, materials, and equipment, as provided in this chapter, the purchasing officer may give a preference to local businesses in making such purchase or awarding such contract in an amount not to exceed five percent of the local business’ total bid price. Total bid price shall include not only the base bid price but also adjustments to that base bid price resulting from alternates requested in the solicitation. In order for a local business to be eligible to claim the preference, the business must request the preference in the solicitation response and provide a copy of its current business license from a jurisdiction in the Coachella Valley. C Local Preference in Professional Services. In awarding contracts for professional services, including consultant services, preference to local business shall be given whenever practicable pursuant to this chapter consistent with the statement of policy in subsection A of this section. The contractor or consultant will also, to the extent legally possible, solicit applications for employment and proposals for subcontractors and sub-consultants for work associated with the proposed contract from local residents and firms as opportunities occur and hire qualified local residents and firms whenever feasible. In order for a local business to be eligible to claim the preference, the business must request the preference in the solicitation response and provide a copy of its current business license from a jurisdiction in the Coachella Valley. D Exceptions to Local Business Preference Policy. The preference set forth in this section shall not apply to the following purchases or contracts: 1. Goods or services provided under a cooperative purchasing agreement; 2. Purchases or contracts which are funded in whole or in part by a governmental entity and the laws, regulations, or policies governing such funding prohibit application of that preference; 3. Purchases made or contracts let under emergency or noncompetitive situations; 4. Purchases with an estimated cost of twenty-five thousand dollars or more; 5. Application of the local business preference to a particular purchase, contract, or category of contracts for which the city council is the awarding authority may be waived at the city council’s discretion; Item 2C-40 15 6. Public projects; 7. Bids that are nonresponsive. E Quality and Fitness. The preferences established in this section shall in no way be construed to inhibit, limit or restrict the right and obligation of the purchasing officer to compare quality and fitness for use of supplies, materials, equipment, and services proposed for purchase and compare the qualifications, character, responsibility, and fitness of all persons, firms, or corporations submitting bids or proposals. In addition, the preferences established in this section shall in no way be construed to prohibit the right of the city council or the purchasing officer from giving any other preference permitted by law or this chapter. F Verification of Local Business Preference Eligibility. Any vendor or consultant claiming to be a local business, shall so certify in the bid. The purchasing officer shall not be required to verify the accuracy of any such certifications, and shall have sole discretion to determine if a vendor or consultant meets the definition of “local business.” G Enforcement. 1. The information furnished by each bidder requesting a local business preference shall be under penalty of perjury. 2. No person or business shall knowingly and with intent to defraud, fraudulently obtain, retain, attempt to obtain or retain, or aid another in fraudulently obtaining or retaining or attempting to obtain or retain certification as a local business for the purpose of this section. 3. No person or business shall willfully and knowingly make a false statement with the intent to defraud, whether by affidavit, report, or other representation, to a city official or employee for the purpose of influencing the certification or denial of certification of any entity as a local business. 4. A business which has obtained city certification as a local business by reason of having furnished incorrect supporting information or by reason of having withheld information, and which knew or should have known the information furnished was incorrect or the information withheld was relevant to its request for certification, and which by reason of such certification has been awarded a contract to which it would not otherwise have been entitled, shall: a. Pay to the city any difference between the contract amount and what the city’s costs would have been if the contract had been properly awarded; b. In addition to the amount described in subsection (G)(4)(a), be assessed a penalty in an amount of not more than ten percent of the amount of the contract involved; and c. Be subject to debarment from future award of contracts from the city. 5. The penalties identified in subsection (G)(4) shall also apply to any business that has previously obtained proper certification and, as a result of a change in its status would no longer be eligible for certification, fails to notify the purchasing officer of this information prior to responding to a solicitation or accepting a contract award. 3.30.190 Preference for recycled content. Item 2C-41 16 A Environmentally Preferable Practices. The city will act to make resource conservation an integral part of its waste reduction and recycling programs. The practice of discarding materials used in the city facilities is wasteful of natural resources, energy, and money. 1. The city will integrate the concept of resource conservation, including waste reduction and recycling, into its environmental programs. 2. The city will decrease the amount of waste of consumable materials by: a. Reducing the consumption of consumable material wherever possible. b. Fully utilizing all material prior to disposal. c. Minimizing the use of nonbiodegradable products wherever possible. 3. The city will cooperate with, and participate in, recycling efforts being made by the city and county. As systems for recovering waste and recycling develop within the city limits, the city will participate by appropriately separating and allowing recovery of recyclable waste products. 4. All vendors providing paper products and printing and writing paper shall: a. Provide recycled-content paper products and recycled-content printing and writing paper that consists of at least thirty percent, by fiber weight, postconsumer fiber, if fitness and quality are equal, and available at equal or lesser price. b. Provide paper products and printing and writing paper that meet Federal Trade Commission recyclability standard as defined in 16 Code of Federal Regulations (CFR) Section 260.12. c. Certify in writing, under penalty of perjury, the minimum percentage of postconsumer material in the paper products and printing and writing paper offered or sold to the city. This certification requirement may be waived if the percentage of postconsumer material in the paper products, printing and writing paper, or both can be verified by a product label, catalog, invoice, or a manufacturer or vendor internet website. d. Certify in writing, on invoices or receipts provided, that the paper products and printing and writing paper offered or sold to the city is eligible to be labeled with an unqualified recyclable label as defined in 16 Code of Federal Regulations (CFR) Section 260.12. B Representatives of the city will actively advocate, where appropriate, for resource conservation practices to be adopted at the local, regional, and national levels. C City employees shall refer to the adopted recovered organic waste product procurement policy for proper purchasing and recordkeeping procedures related to recovered organic waste products and recycled-content paper products and recycled-content printing and writing paper. Item 2C-42