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15-0721_MUFG UNION BANK Personal Services AgreementPERSONAL SERVICES AGREEMENT T I AGREEMENT is made, entered into, and shall became effective this day of "� 2015, by and between the City of San Juan Capistrano (hereinafter referred o a the "City") and MUFG Union Bank, N.A. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide Custodial Banking Services; and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2018. The City shall have the option to renew this Agreement for no more than three additional one-year terms. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed the total amount in the City's adopted fiscal year operating budget for custodial services at the rates as set forth in Exhibit "B," attached, and incorporated herein by reference, for the first custodial account and a $1,500 annual fee for each additional account, fixed for the entire term of this Agreement. 1 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit quarterly invoices based on total services which have been satisfactorily completed for such quarterly period. The City will pay quarterly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of Its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of 2 the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Mork Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City, except in the case of regulatory examinations of Consultant or where prohibited by court order or by legal process. All such reports, information, data, designs, and exhibits shall be the property of the Consultant, however, any information, data, designs, and exhibits can be exclusively trademarked or copyrighted, as applicable, by the City at any time and shall be delivered to the City upon demand without additional costs or expense to the City, with the exception only for copies kept exclusively pursuant to internal records retention policies established pursuant to applicable laws and regulatory requirements governing Consultant. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. Consultant agrees to indemnify, save, hold harmless, and at City's request, W defend the City, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to City arising from Consultant's or its officers', agents' or employees' negligence in performance, or negligent failure to perform under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the Consultant's or its officers', agents'. or employees' negligence in performance or failure to perform. City agrees to indemnify, save, hold harmless, and at Consultant's request, defend Consultant, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to Consultant arising from City's or its officers', agents' or employees' negligence in performance, or negligent failure to perform under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the City's or its officers', agents' or employees' negligence in performance or failure to perform. Section 14. Insurance. 4n or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof the insurance specified below. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class Vll or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than two million dollars per occurrence ($2,000,000.00), single limit coverage for risks associated with the work contemplated by this agreement. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non -owned vehicles in an amount not less than two million dollars per occurrence ($2,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. M 14.4 Proof of Insurance RequirementslEndorsement. Prior to beginning any work under this Agreement, Consultant shall provide a link to its Memorandum of Insurance including evidence of a blanket additional insured endorsement as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. [+"T C•TiTt[:111111111101 All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: 5 To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Michelle Bannigan, Assistant Finance Director To Consultant: MUFG Union Bank, N.A. 445 So. Figueroa Street, 8th Floor Los Angeles, CA 90071 Attn: Eileen Perez, Vice President & Relationship Manager Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire_ Agreement. Except as noted in Section 21, this Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same affect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and has the same force and effect as if they were original signatures. Section 21. Other Banking Agreements. This Agreement is subject to the provisions of Consultant's Custody Agreement, dated the same date as this agreement, between the City and Consultant and is incorporated herein by reference. To the extent that the terms of this Agreement are inconsistent with the Custody Agreement, the terms and conditions of this Agreement shall control (SIGNATURE PAGE FOLLOWS) n IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: Derek Reeve, Mayor CONSULTANT Je re B Ringer, l5ty Attorney 0 MU -F Union Bank, N.A. P LJ `, L Ik€�APAAB74II tisAtA 1961 Q 1776 r � REQUEST FOR PROPOSAL BANKING AND RELATED SERVICES Financial Services Department CITY OF SAN JUAN CAPISTRANO Released on December 23, 2014 Exhibit A Page 1 of 61 REQUEST FOR PROPOSAL (RFP) Dear Proposer: The City of San Juan Capistrano (hereinafter referred to as the "City") is requesting propoaaka EI ul I k qi.lalll ICU plilJllli andiluor private firm(s), for pr oacSaioi al and GcuE EI WIC" services to provide the following services: • Banking Services • Custodial Services • Lockbox Services • Merchant Services The proposer may respond to one or more service components under this RFP. Each service component must be priced separately. All proposers must adhere to the proposal format as described in section 7. The Excel format for each pricing bid form is available on the City's Finance Department webpage at AAA,sa ivancapiThe term will be for three (3) years with two (2) one-year options to renew. The City of San Juan Capistrano is a general law city, which operates under the council/manager form of government with a General Fund expenditure budget of over $22 million and an overall expenditure budget of over $63 million for fiscal year 2013-2014. The City of San Juan Capistrano, incorporated in 1951, has a population of approximately 35, 900 and has a land area of 14.4 square miles. It is located in the southeastern portion of Orange County, California, approximately 62 miles south of the city of Los Angeles and 65 miles north of the City of San Diego. The City provides a wide range of municipal services that include: public works, planning and zoning, water and sewer services, parks and recreation, finance, City Clerk and City Manager's office. Police services are provided by contract with the Orange County Sheriff's Department. Fire services are provided through the taxing authority of the County Structural Fire Fund and the Orange County Fire Authority. The City provides the collection of wastewater, whereas Southeast Regional Reclamation Authority, of which the City is a contributing member, provides the treatment and disposal. Y This request for proposal will be governed by the following schedule: Release of RFP Deadline for Written Questions Responses to Questions Posted on Web December 23, 2014 January 16 2015 January 23, 2015 2 Exhibit A Page 2 of 61 Proposals are Due Interview (if held) Approval of Contract February 2, 2015 TBD in February March 20, 2015 All dates are subject to change at the discretion of the City. a. Minimum Qualification To be considered for selection, proposer must have at least the following qualifications: • Be a Federal or State of California chartered financial institution. • Be a member of the Federal Reserve System and have access to all services. • Be a qualified State depository for public funds. • Be a full service financial institution in good standing among other comparable banks and have a location within five (5) miles of the City Hall located at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. • Be capable of providing the services sought by the City, which include a wide range of electronic payment and deposit services. • Be adequately capitalized to accommodate the City's cash and investment management needs. This includes, but not limited to, a minimum $1 million daylight overdraft facility, subject to credit review by the financial institution. lb. Scope of Work The City is seeking a financial institution that has demonstrated its ability in the following areas: • Service Public Agencies • Deposit Compensation • Demand Deposit Accounts • ACH, Wire and Other Transfers • Deposit Transmittal Process • Direct Deposit Relationship -State of California • Direct Deposit of Payroll and Payroll Taxes • Balance & Detail Reporting • Bill Concentration Service • Daylight Overdraft Protection • Implementation Plan • Business Continuity Plan • Information Technology 3 Exhibit A Page 3 of 61 c. Proposal to include the following tams: Mf1K017= • Tab B — Bank Services to Public Sector. Please respond to the following sections: r Institution Overview — General overview of the financial institution, governmental client services philosophy, corporate organization, including identification of the government services unit, location of corporation, processing center, branch localities, hours of operation and banking holidays. Also please provide any relevant information regarding a correspondent bank relationship. r Experience — Describe the institution's direct experience in servicing public sector clients. Please include: the number of public agency clients, the dollar amount of public funds on deposit, and the institution's knowledge of and adherence to the California Government Code including collateralization requirements, and other applicable federal and state laws. Will the institution be able to comply with transaction confirmation and respond to other requests for data as needed (i.e. from the City's auditors)? What role does technology play in the delivery of services? Relationship Management — Identify the size and scope of your California-based public banking unit, bank officers responsible for the City's accounts, what each person's role and responsibilities will be, and the relevant credentials and experience of each person on the relationship management team. a Compliance and Exception -- Include a statement to confirm the bank's compliance to the specific minimum qualifications in item a, listing any exceptions to required services. ® Tab C -- References. Please provide three references that are of similar size and scope of service utilization as the City. Include the following information for each reference: Contact name and title Name of the public agency Telephone number and e-mail address r Number of years as customer and services provided Tab D — Collateralization of Deposits: The bank is required to collateralize public funds deposits under the California Government Code, Sections 53651 and 53652. Copies of the reports filed with the State of California shall be made available to the City upon request. Please detail the bank's procedures for collateralizing public funds deposits. 4 Exhibit A Page 4 of 61 What types of securities are used as collateral? Can the City select the type of collateral used? Which bank department is responsible for tracking deposits and monitoring collateral? What is the bank's current level ($ amount) of California public funds deposits and the related collateral? � What is the frequency of reporting to the State Treasurer's Office? Tab E — Deposit Compensation: The City compensates for bank services primarily with compensating balances and is charged for any deficiencies based on monthly account analysis. Please indicate the following in this section: List the financial institution's Earnings Credit Rate (ECR), and how it is calculated and applied. a List the financial institution's ECR for the past twelve (12) months. Please explain, in detail, how and when the FDIC assessment is computed and charged. Does the City have the option of compensating on fees or balances basis or, a combination of both? Please describe any difference in related costs to the City with either option. What is the financial institution's settlement period for account analysis and billing purpose — monthly, quarterly, semiannually or annually? How long can any excess balances be carried forward to apply to charges in future billing periods? Please explain exactly what type of items and services can be applied against the City's account analysis in addition to standard bank services. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? Please state the negative collected balance charge that the City will pay and, in detail, explain how this charge is computed. Is the rate quoted in this proposal good for the term of the contract? Please provide escalation clauses. 5 Exhibit A Page 5 of 61 m Tab F — Demand Deposit Accounts, The City, the Successor Agency to the City's Redevelopment Agency and the Housing Authority currently use four (4) demand deposit accounts (DDA) or checking accounts. None of the accounts are Zero Balance Accounts. Please describe in detail the institution's ability to provide services to this type of accounts. Entity Name Account Type Average Collected Balance City of San Juan Checking Account $ 3,497,080 Capistrano City of San Juan Investment Sweep $ 115,675 Capistrano Account San Juan Capistrano Checking Account $ 148,400 Housing Authority Successor Agency to the Checking Account $ 135,000 San Juan Capistrano Community Redevelopment Agency • Tab G —Automated Clearing House (ACH) Services. ACH Direct Deposit of Payroll: The City utilizes direct deposit services for its bi-weekly payroll_ Each payroll run has approximately 100 employees using the direct deposit service. Please address the following: Describe the bank's procedure in detail for receiving electronic payroll data and any back-up plans for data transmissions. Discuss screening measures that the bank uses to minimize errors on files sent to the bank (i.e. pre -notes, ABA screening, etc.). Describe the processes and timing available for file/error correction. Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the file from the City and when funds are debited from the City's account. ACH Auto Debit: The financial institution must have the capability to accommodate an online bill collection service. The City currently collects utility bills via ACH debit each month. qP Tab H — Wire and Other Transfers. Please describe the financial institution's on-line transfer service capability and what specifically is recommended for the City's use and consideration. What is the process for initiating wire transfers? Please Include the deadlines. 6 Exhibit A Page 6 of 61 Describe the financial institution's incoming and outgoing electronic money transfer services. Include safeguards and security measures offered by your services. Please provide a description or sample of the institution's funds transfer agreement. How are the authorization levels established for transfers? ® Tab I -- Deposit Transmittal Process. The City currently makes physical deposits at the local branch. o Please identify your branch locations within five (5) miles of City Hall. Please describe the institution's required deposit preparation for check, currency and coin. Y What are the cut-off times for deposits at the financial institution's local branch to ensure same day credit? Is there additional charge for after banking hours processing fee? How would the City order cash vault supplies? How is payment made for such supplies? Please describe in detail the financial institution's procedures for Dandling deposit adjustments. What documentation on discrepancies does the bank provide? Please describe the financial institution's returned item handling and notification procedures. Is an automatic re -clear option available? How long does it take for returned items to be sent to the City? Tab J — Payroll Tax Processing: Please describe the services available from the financial institution to accommodate the City's payment and reporting of payroll taxes. Tab K — State Activity/LAIF Transfers. The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives State electronic payments. Please describe the LAIF transfer process. Are the transfers done by telephone, email, fax, wire transfer, etc.? How is the accuracy of transfers assured? What is the charge per transfer to LAIF? From LAIF? Does the bank have an office in Orange County that maintains a direct DDA banking relationship with the State Treasurer's office and the State Controller's office? Is the bank an approved State of California depository? What is the charge for the deposit of State electronic payments? State warrants? 7 Exhibit A Page 7 of 61 ® Tab L — Bill Concentration Service: The City implemented this service in Fall 2014. Does the bank have the capability to provide a bill concentration service? If so, please describe the service and any costs associated. ® Tab M — Balance and Detail Reporting: The City currently utilizes a web -based on-line system to perform a variety of processes, such as placing stop payments, obtaining cancelled check image and accessing on-line balance reporting information (current day and prior day) for all accounts using a PC and the internet. Please describe the financial institution's on-line banking and information reporting system(s) including a list of all services provided and its respective costs. What are the current computer hardware and software specifications for the financial institution's on-line system? ➢ At what time (Pacific Standard Time) is prior day information available? Can the City obtain current day information? a Please include in this section: sample copies of prior day and current day (if available) reports that would be the best example of the system's capabilities. := Can the reports be customized for the end-user or exported to Excel? What types of security measures are in place? How is the assignment of user l.D.'s and passwords managed? What is the bank's contingency plan for providing this information if the event of unexpected bank system problems or natural disasters? Does the bank offer electronic delivery of statements, reports and notices? Tab N — Daylight Overdraft Protection: The City requires daylight overdraft protection for the occasional situations whereby timing differences occur between incoming wires or t_AIF transfers and outgoing wires. Describe any issues, concerns and charges associated with the use of a daylight overdraft facility. �= Will the bank guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? Tab O — Conversion Plan: As part of any conversion, the City requires an efficient transition to the new service provider or to enhanced services with its existing service provider. r Please describe the overall plan the financial institution would coordinate to ensure a smooth conversion. 8 Exhibit A Page 8 of 61 Please describe the on-site training to the City's staff for the operation and use of the services selected? Now is the training typically structured? Please provide a detailed time line schedule and applicable charges for the conversion plan. a What size of conversion allowance will the financial institution provide to the City? P lease state a specific dollar amount or identify those supplies, products or services included. Tab P -- Business Continuity Plan. The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period. Please describe in detail, the financial institution's compliance with the State and Federal regulations pertaining to this area. Please describe testing of core service applications and system that assure information backup, anti -intrusion and other privacy requirements. Please describe operational diversification and geographic dispersal of service centers. g Tab Q — Banking Services Bid Form. Please complete per form shown in Exhibit A. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Fees related to all services described in the proposal must be listed on this form — even if the service is not shown on the form. Also, please include any one-time set-up charges, equipment costs, research fees and all other fees that will be charged. Include any incentives or price breaks based on volume, timeliness, or rebates. Please state the period of validity for these fees. 0 Tab R Sample Reports to Submit. Sample Account Analysis and User's Guide �- Sample Account Statements r Sample Prior Day and Current Day Reports ® Tab S — Relevant Contract, Agreements and Statements to Submit. Sample Funds Transfer Agreement Sample Contract for Deposit of Monies Tab T -- Financial Statements and Ratings. Please provide the most recent audited financial statements or annual report for the financial institution (a reference to electronic availability will suffice). Also include the institution's most current Standard & Poor's, Moody's and or Fitch credit ratings, where available. 9 Exhibit A Page 9 of 61 Tab U — Sample City Agreement, Mandatory Insurance and Business License Requirements. See Attachment 1 for a sample of the City's standard personal services agreement. • Tab V — Service Enhancement and -industry Best Practices. What best practices have you identified in this industry space? Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations, including procedures for Positive Pay processing and remote check deposits. 4. SERVICE #2 — CUSTODIAL SERVICES a. Scope of Work The City currently has two safekeeping accounts (one for the City and another for the Successor Agency). The City contracts with an investment advisor firm, PFMAM Asset Management, to manage approximately $30 million of the City's $44 million investment portfolio. The City manages $14 million of the City's investment portfolio and the entire portfolios for the Successor Agency and the Housing Authority. The City's intention is not to hold uninvested cash in the custodian accounts. Funding for investment purchases will be wired from the City's investment sweep account, the Housing Authority's checking account, or the Successor Agency's checking account. The October 2014 investment reports for each entity, the most recent data available, is included as Attachment 2 to the RFP. The City is seeking proposal from qualified institutions that have demonstrated its ability in the following areas: • Service Public Agencies • System and Data -Processing • Accounting and Reporting • Asset Safekeeping • Implementation Plan b. Proposal to include the following tabs: • Tab A — Table of Contents • Tab B — Organization Information. Please indicate the following information in this section: Provide a description of total custody assets and clients by type and asset size (i.e. corporate client and public fund client, etc.). 10 Exhibit A Page 10 of 61 Include an organizational chart of the Trust/Custody Department showing the position of the Department within the firm's structure. Describe any organizational changes (mergers or acquisitions, etc.) in the past three years that had an impact on your trust/custody operations. Describe your Trust/Custody Department's long-term strategy for business and personnel development. Discuss the financial stability of your firm. Please provide the most recent audited financial statements or annual report for the firm (a reference to electronic availability will suffice). Also include the firm's most current Standard & Poor's, Moody's and or Fitch credit ratings, where available. ➢ Define your firm's fiduciary responsibility and describe how your firm maintains its independence. Describe your firm's commitment to service quality and customer services. Does your firm have a quality management program? How do you measure customer satisfaction? Describe briefly what you feel sets your firm apart from other trust/custody service providers. ® Tab C — General and Administration Information. Please indicate the following information in this section: How many accounts are assigned to each primary client contact officer on average? Identify the client service officer and account administration team that would support the City. Please include biographies and years of experience for client support person(s). Also list the location and hour of service for client support person(s). r What was your firm's custodial client turnover (gains and losses) in the past three years? r Describe any litigation, legal proceeding or investigation in the last three (3) years by a regulatory agency that involved your Trust/Custody Department or its officers. Y Describe your disaster recovery plan including backup capabilities and procedures. List all insurance coverage relevant to custody functions. Indicate the type and the amount. Tab D — References. Provide contact information (name, address, telephone number and e-mail address) of three (3) references for trust/custody services of similar size. ® Talo E — Investment Reconciliation Process. Please describe the following in this section: What information delivery system do you offer to investment managers? Do managers have on-line access to portfolio data? 11 Exhibit A Page 11 of 61 How do investment managers communicate trade instructions to your firm for settlement? Please include instruction deadlines. Does your firm have a separate investment manager liaison group that handles the reconciliation process? If so, please describe the structure of the group and how it communicates with the accounting group. If not, describe how investment manager relationships are handled, Describe the role your firm plays in the investment manager reconciliation process. What specific procedures are performed on the reconciliation prepared by managers? Do you formally reconcile your records with those of the investment managers? Describe the process and frequency of reconciliation. Do you reconcile and research pricing and market value differences with the investment managers? Does your firm monitor tolerance levels for pricing discrepancies with investment managers? How are pricing challenges resolved? Please comment on follow-up procedures for discrepancies identified during the reconciliation process. How are reconciling items communicated to the client? Do you have specific client services accounting staff with the responsibility of reconciling exception items between you and the investment managers? ® Tab F — Accounting and Reporting. Please describe the following in this section: ➢ Provide a description of your accounting system. Describe your procedures for ensuring that all interest and dividends for the City's portfolio are paid. �- Provide a schedule of all accounting reports available in your custody system and include samples. How often are such reports produced? How soon after accounting periods are fully audited reports available? Can you provide daily pricing and related portfolio holding report? What steps are taken to ensure the accuracy of client reports? Who is responsible for ensuring accuracy? What controls are built into the process? What is the turnaround time for correcting errors? Do you have the ability to provide all accounting report on-line through your custodian portal? Describe your data retention policy. Is there any special hardware and software required to use your online service? If yes, please specify. If your system is a web - based, what web -browser version does your system can operate with? 12 Exhibit A Page 12 of 61 Please describe your on-line capabilities for accounting and reporting information. What type of reports can be generated? Can the client download the data to create custom reports? What is your practice in creating custom reports for clients and related cost? How current is the on-line information? Is it real-time (access trade information as it changes throughout the day) or batch processed (data is updated each night)? How long is information available on the system? Is this daily or monthly information? What provisions are made for training clients in the use of the systems? ® Tab G — Asset Safekeeping. Please describe the following in this section: Describe your depository memberships (i.e., DTC, FRB) and the services you use at these depositories. Describe your system for registration and custody of assets. Discuss the level of automation of your security transaction processing system. How and where are physical settlements transacted? What procedures are in place to ensure the accuracy in your custody and clearing area? How and when are corporate actions processed? What source do you use to price securities? What is the frequency of your pricing updates? Y What procedures do you have to identify and investigate any significant or unusual price changes? • Tab H — Audit Controls. Please provide the following in this section: r A copy of your most recent SSAE 16 report: (formerly SAS 76). A reference to electronic availability will suffice Copies of any internal control opinions issued by your independent auditors specifically related to your custody services within the last three (3) years. What is responsible for monitoring and implementing the auditors' recommendations made to management? ® Tab I — Implementation Flan. Please describe the following in this section: Discuss your approach to the implementation process. Include an estimated implementation calendar, actions required on the part of the City and Custodian and the timeframe to complete the tasks. What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? 3 Exhibit A Page 13 of 61 • Tab J — Fees. Please provide a fee schedule for custodial services. Specify what services are included in the fee schedule. If you offer unbundled custodial services, please list the specific unbundled pricing for the services. Will you guarantee your fees for a fixed number of years? ® Tab K — Service Enhancement and Industry Best Practices. Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations. What best practices have you identified in this industry space? a. Scope of Mork The City utilizes lockbox services to collect and process customer payments for its Water Utility services. The City receives approximately 7,200 payments per month through lockbox. b. Proposal to include the following tabs: 0 Tab A -- Table of Contents Tab B — Organization and General Information. Please provide the following information in this section: �- General overview of the firm's and lockbox services unit, including location of office, processing center and hour of operation. Provide the names of individuals who will be working on the proposed services and their areas of responsibility. Include their specific experience relatives to the request for proposal requirements and their contact numbers and e-mail addresses. Describe your firm's approach to keep your product line competitive and develop new services. Tab C — References. Please provide three (3) references (preferably from current local government customers for lockbox services). Include name, address, telephone number and e-mail address. a Tab D — Lockbox Receipt Processing. Please describe the following in this section: Location of post office box Time and frequency of pickups from the post office box Turn -around processing time Deposit frequency, deadlines and reconciliation 14 Exhibit A Page 14 of 61 Ability to provide images of remittance documents and checks via web and/or CD Rom. Acceptance criteria for payments Method and time of delivery for returning original. documents to the City `r Treatment of exception (non-standard) items and ability to process exception items separately Ability to handle payments containing multiple remittance advices Technical specifications of transmission of data to the City y Error tolerance of lockbox personnel and subcontractors Bonding requirements of lockbox personnel and subcontractors Procedures to handle inquiry, research and adjustments and turn- around time if established • Tab E — Security Measure and Disaster Recovery Plan. Please describe your firm's security features to minimize the risk of unauthorized transactions and formal disaster recovery plan. Tab F — Implementation Plan. Please describe the following in this section: Discuss your approach to the implementation process. include an estimated implementation calendar, actions required on the part of the City and your firm and the timeframe to complete the tasks. What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? Tab G — Lockbox Services Bid Form. Please complete per form shown in Exhibit B. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Fees related to all services described in the proposal must be listed on this form — even if the service is not shown on the form. Also, please include any one-time set-up charges, equipment costs, research fees and all other fees that will be charged. Include any incentives or price breaks based on volume, timeliness, or rebates. Please state the period of validity for these fees. Tab H — Service Enhancement and Industry Best Practices. Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's lockbox services. i, What best practices have you identified in this industry space? 15 Exhibit A Page 15 of 61 6. SERVICE #4 — MERCHANT SERVICES a. Scope of Work The City currently accepts Visa, MasterCard, American Express and Discover credit card payments approximating $245,004 or 2,400 transactions each month. The City currently has two merchant locations accepting payments for City services such as utility payments, business license fees, permits, plan checks, recreation classes and parking fees, etc. The City also has hand-held devices to process credit card payments. Payments are accepted over-the-counter, by mail, by telephone, online and occasionally in the field (using hand-held devices). The City prefers a single point of contact for technical issues, configuration changes, upgrades, maintenance and troubleshooting for any merchant Bankcard issues. b. Proposal to include the following tabs: a Tab A — Table of Contents d Tab B — Organization and General information. Please provide the following in this section: Describe your firm's Merchant Bankcard and Point -of -Sale processing capabilities. Include an organization chart of the Merchant Bankcard Service Department showing the position of the Department within the firm's structure. Describe your customer service standards for Merchant Bankcard processing and review. Do you have a quality management program? How do you measure customer satisfaction? ® Tab C — Bankcard Transaction Processing What is the settlement cutoff time for card transactions? When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed wire? Are settlement amounts listed separately on the bank statement or will they appear as one lump sum? Will your firm break out amounts by merchant locations/payment types? r Describe your online reporting capabilities. What types of report are available to view merchant card transactions? Can the user create custom reports? Please provide sample reports. How are adjustments and charge backs Dandled? Now is the City notified of charge backs? Are charge backs and other debit adjustments netted with daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurred? Tab D — Fees. Please complete per form shown in Exhibit C. In addition to submitting with proposal responses, this form roust also be submitted in Excel format with the proposal package. Please provide the ("Interchange Pass -Through") discount rate and all other applicable charges lf6)r Exhibit A Page 16 of 61 credit/debit card processing services as described above. Include the following: Visa and MasterCard authorization fees Monthly service fee Monthly statement fee I Any WLihei fees the CILy YYVUId UU- l�ihargr..d. i Tab E — Service Enhancement and Industry Best Practices. s Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's operations. � What best practices have you identified in this industry space? 7. PROPOSAL FORMAT GUIDELINES Interested entities or contractors are to provide the City of San Juan Capistrano with a thorough proposal using the following guidelines: FMEel Niv, T_1I I Proposal shall be typed and should contain no more than fifty (50) typed pages using a 12 -point font size, including a cover letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward,.concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of any contract awarded under this RFP, may be rejected. The following proposal sections are to be included in the Proposer's response: b. Cover Letter Proposal shall be accompanied by a cover letter, not to exceed two (2) pages in length. The cover letter should summarize key elements of the proposal. An individual authorized to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to San Juan Capistrano, California and the office from which the project will be managed. c. Background, Project and Methodology Section Refer to the Scope of Work for specific services. 17 Exhibit A Page 17 of 61 d. Staffing Provide a list of personnel who will be working on this project and indicate the functions that each will perform and anticipated hours of service of each individual. Include a resume for each designated individual. Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work. e. Financial Capacity Provide the Proposers latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the City to reasonably formulate a determination about the financial capacity of the Proposer. Describe any administrative proceedings, claims, lawsuits, or other exposures pending against the Proposer. f. Fee Proposal See requirements in the Scope of Work for specific services. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Proposals shall be valid for a minimum of 180 days following submission. g. Disclosure Please disclose any and all past or current business and personal relationships with any current San Juan Capistrano elected official, appointed official, City employee, or family member of any current San Juan Capistrano elected official, appointed official, or City employee. Any past or current business relationship may not disqualify the firm from consideration. h. Sample Agreement The firm(s) selected by the City will be required to execute a Personal Services Agreement (Agreement) with the City. The form of the Agreement is enclosed as Attachment 1. See additional information on the Agreement at Section 12 below. The proposal must be submitted using the format as indicated in the proposal format guidelines. Each proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation. 1$ Exhibit A Page 18 of 61 c. blumbgr of Pro al Submit one original, five (5) hard copies plus one disk copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis. In the event of a conflict between the original and any bard copy or disk copy, the original shall control. Complete written proposals must be submitted in sealed envelopes marked and received no later than 4:30 p.m. (P.S.T) on February 2, 2015 to the address below. Proposals will not be accepted after this deadline. Faxed or e-mailed proposals will not be accepted. City of San Juan Capistrano Michelle Bannigan, Assistant Finance Director 32400 Paseo Adelanto San Juan Capistrano, CA 92575 RE: Banking and Related Services Questions about this RFP must be directed in writing, via e-mail no later than Janua 16 2015 at 4:30 p.m. to: Michelle Bannigan Assistant Finance Director mbanni an sanivanca istrano.or The City reserves the right to amend or supplement this RFP prior to the proposal due date. The City will endeavor to answer all written questions timely received no later than January 23, 2015. The City reserves the right not to answer all questions. From the date that this RFP is issued until the contractor(s) are selected and the selection is announced, firms are not allowed to communicate outside the process set forth in this RFP with any City employee other than the contracting officer listed above regarding this RFP. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted, and no response other than written will be binding upon the City. f. Conditions for Proposal Acceptance This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source(s), or to cancel this RFP in part or in its entirety. The City may waive any irregularity in any proposal. All proposals will become the property of the City of San Juan Capistrano, USA. If any proprietary information is contained in the proposal, it should be clearly identified. 19 Exhibit A Page 19 of 61 10. EVALUATION CRITERIA Evaluation of all proposals received by the City shall be based on the following criteria. a. Qualifications of Entity and Key Personnel -------25% Includes the following: the Proposer's ability to provide the requested scope of services; the Proposer's financial capacity; the Proposer's recent experience conducting work of similar scope; the complexity, and magnitude for other public agencies of similar size; and references. b. Approach to Providing the Requested Scope of Services -------25% Includes an understanding of the RFP and of the project's scope of services, knowledge of applicable laws and regulations related to the scope of services. c. Price Proposal ------25% Price Proposals will be evaluated on the basis of the Total Estimated Annual Price for each service area. d. Innovative and/or creative approaches to providing the services that provide additional efficiencies or increased performance capabilities. ----- In accordance with its Municipal Code Section 3-4.306, the City will adhere to the following procedures in evaluating proposals. A Selection Committee (Committee), which comprises City's staff will screen and review all proposals according to the weighted criteria set forth above. While price is one basic factor for award it is not the sole consideration. a. Responsiveness Screening Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFP. At any time during the evaluation process, the City reserves the right to request clarifications or additional information from any or all Proposers regarding their proposals. b. Initial Proposal Review The Committee will initially review and score all responsive written proposals based upon the Evaluation Criteria set forth above. The Committee may also contact Proposer's references. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any proposal in which a Proposer's approach, qualifications, or price is not considered acceptable by the City. An unacceptable proposal is one that 20 Exhibit A Page 20 of 61 would have to be substantially rewritten to mare it acceptable. The City may conclude the evaluation process at this point and recommend award to the lowest responsible bidder. Alternatively, the City may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a recommendation or selection. c, Interviews, Reference Checks, Revised Proposals, Discussions Following the initial screening and review of proposals, the Proposers included in this stage of the evaluation process may be invited to participate in an oral interview. Interviews, if held, are tentatively scheduled to occur in February 2015 and will be conducted at City of San Juan Capistrano City Nall, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. This date is subject to change. The individual(s) from Proposer's firm that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. The oral interview may, but is not required to, use a written question/answer format for the purpose of clarifying the intent of any portions of the proposal. In addition to conducting an oral interview, the City may during this stage of the evaluation process also contact and evaluate the Proposer's references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a Proposer's services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process. Following conclusion of this stage of the evaluation process, the Committee will again rank all Proposers according to the evaluation criteria set forth above. The Committee may conclude the evaluation process at this point, and make a recommendation for award, or it may request Best and Final Offers from Proposers. The City may accept the proposal or negotiate the terms and conditions of the agreement with the highest ranked firm, which shall be determined to be the lowest responsible bidder. The City may recommend award without Best and Final Offers, so Proposers should include their best proposal with their initial submission. Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP. 11. CONFIDENTIALITY The California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless information is exempt from disclosure by law, the content of any request for explanation, exception, or substitution, response to this RI=P, protest, or any other written communication between the City and Proposer, shall be available to the public. The City intends to release all public portions of the proposals following the evaluation process at such time as a recommendation is made to the City Council. 21 Exhibit A Page 21 of 61 If Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer's competitive position if disclosed, the Proposer shall request that the City withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. Proposer may not designate its entire proposal as confidential nor designate its Price Proposal as confidential. Submission of a proposal snail indicate that, if Proposer requests that the City withhold from disclosure information identified as confidential, and the City complies with the Proposer's request, Proposer shall assume all responsibility for any challenges resulting from the non- disclosure, indemnify and hold harmless the City from and against all damages (including but not limited to attorney's fees that may be awarded to the party requesting the Proposer information), and pay any and all cost and expenses related to the withholding of Proposer information. Proposer shall not make a claim, sue, or maintain any legal action against the City or its directors, officers, employees, or agents concerning the disclosure, or withholding from disclosure, of any Proposer information. If Proposer does not request that the City withhold from disclosure information identified as confidential, the City shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to the City. 12. EX PARTE COMMUNICATIONS Proposers and Proposers' representatives should not communicate with the City Council members about this RFP. In addition, Proposers and Proposers' representatives should not communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFP Facilitator, regarding this RFP until after contract award. Proposers and their representatives are not prohibited, however, from making oral statements or presentations in public to one or more representatives of the City during a public. meeting. A "Proposer" or "Proposer's representative" includes all of the Proposer's employees, officers, directors, consultants and agents, any subcontractors or suppliers listed in the Proposer's proposal, and any individual or entity who has been requested by the Proposer to contact the City on the Proposer's behalf. 13. CONFLICT OF INTEREST The Proposer shall warrant and represent that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code sections 1090, et seq., or sections 87100, et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable. 14. DISCLOSURE OF GOVERNMENTAL POSITION In order to analyze possible conflicts that might prevent a Proposer from acting on behalf of the City, the City requires that all Proposers disclose in their proposals any positions that they hold as directors, officers, or employees of any governmental entity. Additional disclosure may be required prior to contract award or during tke Exhibit A Page 22 of 61 term of the contract. Each Proposer shall disclose whether any owner or employee of the firm currently hold positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve (12) months. 15. CONDITIONS TO AGREEMENT, IF ANY. The selected Proposer Will aVn1'1at© a Perennnl Cnr it-mr c Agrn�nw.ment ith fhn City` describing the Scope of Services to be performed, the schedule for completion of the services, compensation, and other pertinent provisions. The contract shall follow the sample form of Agreement provided as Attachment 1 to this RFP. All Proposers are directed to particularly review the indemnification and insurance requirements set forth in the sample Agreement. The contractor will maintain insurance requirements during the entire time of the contract. To confirm this requirement, within fifteen (15) days from execution of the agreement, the contractor shall furnish the City satisfactory evidence of the insurance requirements and evidence that each carrier is required to give at least thirty (30) days prior notice of the cancellation agreement. The City shall be named additional insured under the Contractor's policies as noted in the agreement. The terms of the agreement, including insurance requirements have been mandated by the City. Submittal of a proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample Agreement for Services unless the Proposer includes with its proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement. 9 [41,1 Il r 1% 11411rill It Proposers shall submit a statement with the proposal to state whether a Proposer, any officer of a proposer, or any employee of a Proposer who has a proprietary interest in the Proposer, has ever been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local government project because of a violation of law or safety regulation and if so, to explain the circumstances. A proposal may be rejected on the basis of a Proposer, any officer or employee of such Proposer, having been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local project because of a violation of law or a safety regulation. a. AMgpdmer is The City reserves the right to amend or supplement this RFP prior to the proposal due date. All amendments and additional information will be posted to the San Juan Capistrano City website, Sari _Juan Capistrano Official City Web Site - Department —Financial Services- e oast for Pro Deals. Proposers should check this web page daily for new information. b. Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the Proposer. All proposals submitted become the property of the City. 23 Exhibit A Page 23 of 61 c. Business License The Contractor must have a City of San Juan Capistrano business license while conducting any work under this contract. 24 Exhibit A Page 24 of 61 EXHIBIT A City of San Juan Capistrano - Banking Services Bid Form (Mark Items Clearly if "No Proposa€: or Contracted to Turd Party) y 1 -•"'=�?s:'='" "``" �ti Y..aa,x1 ^+]'.Yflf.��'i i0/.,yw� y. --/ ! A �{ iA .q l i General Account Services Account Maintenance - Web 4 AAA003 Bank Statement - Web 4 CHK111 Information Reporting Partial Reconciliation Monthly Maintenance 2 ARP003 Paper Report Print & Shipping 1 ARP180 Imo e Item Prior Day Statement 13 INF450 CSV Report Monthly 1 ARP502 Web Prior Day Reoort 4 INF407 Web Prior Day Balance/Summary Updated 942 iNF411 Web Prior Day Transaction Updated 572 INF412 Web Current Dav Report 4 INF425 Web Current Day Balance/Surnmary Updated 169 INF413 Web Current Day Transaction Updated 202 INF414 Depository Services Branch Deposit 40 CHK010 Electronic Credit 129 CHK011 Ni ht Drop Deposit 29 CHK012 Deposit Administration Fee 3699 CHK750 Currency Deposit Standard 30915 R00015 Check Deposit on Us 460 CKP120 Check Deposit - Local ClearinR House 1672 CKP137 Check Deposit - Select In District, CA 2168 CKP138 Check Deposit - All Others 1759 CKP139 Deposited item Return - Reciear 3 RET062 Deposited Item Return - Char eback 2 RET063 ACH ACH Web Monthly Base Fee 3 CPY406 ACH Web Credit Transactions 284 CPY407 ACH Web Debit Transactions 1702 CPY409 ACH Web Returns Transmission 4 CPY417 ACH Web Rejects/Rev/Dei 1 CPY420 ACB Web NOC Transmission 5 CPY430 ACH Web Batch Release 7 CPY432 Web Addenda Records 1 CPY435 ACH Web Acknowledgement Re art 6 CPY458 Paper Disbursement Services Check Paid Partial - Truncated 276 ARP034 Paid Check Charge 16 CHK020 Daily Paid Report 2 ARP051 Paid No Issue Report 2 ARP065 Reconcile Stop Payments - Renewal 1 ARP082 Transmission Output - Per TX 2 ARP113 Transmission Output - Per Item 296 ARP114 Check Capture 359 ARP151 Check ima e Retrieval Monthly Fee 1 IMG401 Checklma e 4 IMG402 Check Processing Rejects 15 CKP181 Pre-Encoded Courier Deposit 18 CKP001 Non -Customer Cash Paid on - us 1 CUS301 Credit Error Notice 2 CKP191 Debit Error Notice 1 OKP190 Web Stop Payment Single Inquiry 3 TSP450 Web Stop Payment Renewal 42 TSP418 Electronic Debit and Wire Transfer Electronic Debt 32 CHK021 Wire Transfer Monthly Fee Web 1 WTM442 Account Transfer End of Day Web 2 WTM436 jOutgoing Domestic Wire Web 6 WTM443 Exhibit A Page 25 of 61 EXHIBIT A City of San Juan Capistrano - Banking Services Bid Form (Mark Items Clearly if "No Proposal: or Contracted to Third Party) X '�' � _ ..,,,y �r�l�. 3~ _� \' \.. ". \ ti' ��4ii� �'i�F1•Y�'si.FSw ��+.�' E 4sf~ s# .. LAW LAW Redem tion ? CSU170 LAIF Investment 1 CSU171 Bill Concentration Monthij License Fee 1 BCS003 Transmission Fee 19 BCS006 Transaction Fee 627 BCS007 Return Fee 2 BCS028 Miscellaneous Items Bank Supplies Endorsement Stamps i]e osit SIE s De ceit 8a 5 Exhibit A Page 26 of 61 Exhibit A Page 27 of 61 EXHIBIT B City of San Juan Capistrano - Lockbox Services Bid Form (Mark Items Clearly if "No Proposal or Contracted to Third Party") Item Estimated Monthly Unit Price Volume Monthly. Cost Explanation Processing Monthly Maintenance Processed item Multiple Payment Surcharge Deposit Cash Payment Received Additional Processin Manual/Express Mail Sort Stub Only Item Photocopy Outline Exce tion Review Outline Exceptions Monthly Outline Exceptions Item Outline Exceptions User image Delivery Services Ima e Monthly Maintenance Image Web Item Image Full -Page Item Ima e Cts -ROM Image OD Rom Item Reporting Transmissions Custom Report Monthly Other Lockbox Changes Package Pre aration US Mail per item Research Request Annual P.O. Box Rental Initial Fees Lockbox Setup Fee Image Setup Fee Courier Fee Daily Courier Service Third Party Courier Service Photocopy Per Item Photocopy Char e Other Fees Exhibit A Page 27 of 61 Exhibit A Page 28 of 61 EXHIBIT B City of San Juan Capistrano - Lockbox Services Bid Form (Mark Items Clearly if "No Proposal or Contracted to Third Party") Item Estimated Monthly Unit Price Volume Monthly Cost Explanation Processing Monthly Maintenance Processed Item Multiple Payment Surcharge Deposit Cash Payment Received Additional Processing Manua I/Exp ress Mall Sort Stub Only Item Photoco Outline Exception Review Outline Exceptions Monthly Outline Exceptions Item Outline Exceptions user image Delivery Services Ima a Monthly Maintenance Image Web Item Image Full -Page Item Image CD-ROM Image CD Rom item Reporting Transmissions Custom Report Monthly Other Lockbox Changes Package Preparation US Mail per item Research Request Annual P.O. Box Rental Initial Fees Lockbox Setup Fee Image Setup Fee Courier Fee DaiN Courier Service Third Party Courier Service Photocopy Per Item Photocopy Charge Other Fees Exhibit A Page 28 of 61 EXHIBIT C - MERCHANT CARD SERVICES BID FORM (r ,lk Cls-Irly iF" No Prop( sal or Crc ntli; lod to a Third Party") rI 3 i iu tt5f r11 i �, rm �.; - • . Authorization/EDC Fea -Visa (Crelitt and Non -PIN Debit)5 i - 5 - - AuthorizationlEDC Fee - Mastercard Credit and Non -PIN Deb€t - _ -----_,. $ E S �f$ S - S� r- Authori alio y ❑r and Non -PIN Debit) z rY..DC Fee - Uisenver Net v k Card (Credit a � Authoriza!iorVEDC Fee - American Express Card Credit and Non -PIN Debit ..... F $ ( $ $ 5 S Chargebacks-MC,V Char ebacks - Discover Char ebacks - AMEX$ _......... - - _.-.. 'r ------ .-,.. _..m., � - $ s _.. f Other Fees (Please provide description and unit prices} -� � -� j � � � � � T _. Subtotal Ail. Fe,,s er Transaction • - Monthl Service Fee I - �- III - - S Pa er Statement Fee I _ Internet Service Fee desrri (Son and unit prices) Other Fees (Please provide rices} ' $ — - _ ! _ y �'. _._ _._....... ..... ...... .. __. _ V --33 ---.. Annual Fee i ----_-- - Othe€ Fees (Please -provide description and n t pri es} _ ----- -s 5 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this day of , 2014, by and between the City of San ,Juan Capistrano (hereinafter referred to as the "City") and (hereinafter referred to as the "Consultant"). 4I�lltil_1 WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to ; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows:. Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in. this Agreement shall control. Section 2. Term. [OPTION 1: ONGOING SERVICES, NO END DATE] This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days notice of termination. [OPTION2: SPECIFIC TERM] ' This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $ [either, total contract amount, or amount per month or per fiscal year; also specify whether the total compensation includes expenses, etc.], [as set forth in Exhibit "B," attached and incorporated herein by reference [if Consultant provides a cost proposal or rate schedule]]. 1 Exhibit A Page 30 of 61 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total'services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. ,.These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and he ars independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other. entity to perform the services required without written approval of the City This Agreement may not be assigned, voluntarily or by operation of law, without the priorv+written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions.of. its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City All,persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section6 Changes to Scope of Work. For extra work not part: of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a. change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity ail terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of 2 Exhibit A Page 31 of 61 all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in. any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or ',drawings containing Consultant's findings, conclusions, ands recommendations,; with any supporting documentation. All reports submitted to the City., shatle..inreproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' 3 Exhibit A Page 32 of 61 fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense. sl all;carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the.ity, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class Vll or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,OOD flQ0.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability,,lnsurance form or;other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general. aggregate limit shall be at least twice the required occurrence 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, 4 Exhibit A Page 33 of 61 Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insured as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Errors and Omissions Coverage [FOR PROFESS IONS/WORK EXCLUDED FROM GENERAL LIABILITY] Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage)`in an amount of not less than One Million Dollars ($1,000,000). Prior to -beginning anyvuork under this Agreement, Consultant shall submit an insurance certificate to the City's'` General Counsel for certification that the insurance requirements of this Agreert enthave leen satisfied. 14.5 Notice of Cancellation/Termination of Insurance. The above policylpoli.cies`shNll not terminate, nor shall they be cancelled, nor the coverages reduced;<until after thirty (30) days' written notice is given to City, except that ten (10) days' notice: shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. 5 Exhibit A Page 34 of 61 In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to. the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: To Consultant; Section 17. Afforne s° Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 19.Dispute Resolution. In the event of a dispute .arising between the parties regarding performance or interpretation;of this Agreement, thedispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreemeint constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. 6 Exhibit A Page 35 of 61 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: Mayor CONSULTANT F."VAM4251 Maria Morris, City Clerk 7 Exhibit A Page 36 of 61 October 31, 2014 *The information on City Managed Investments (LAIF and Non -Negotiable CD) reported on the following pages has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 37 of 61 SUMMARY Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Fuge 38 of 61 Consolidated Summary For the Month Ending October 31, 2014 .. ......... 'CITY OF SAN JUAN CAPISTRANO Allocation Closing Market Value Percent PFM Managed Investments Negotiable CD „4% Certificate of Deposit 1,740,909.03 3.93 Corporate Corporate Note 6,297,275.07 14.23 ' Note Federal Agency Bond / Note 11,532,292.09 26.05 14% U.S. Treasury Bond / Note 10,603,815.70 23.95 LAIF 30% City Managed Investments Non-Negotiable Certificates of Deposit 750,000.00 1.69 ■www Local Agency Investment Fund 13,344,459.00 30.15 Total $44,268,750.89 100.00% ■wwwwwwwww■ ■wwwwwwwwww w■■■■■■■■■■ Non ■wwww■■■■ ■■■■wwwww Federal o , . Negotiable CD ■■wwwlw ■■wwwww Agency26 Maturity Bucket Closing Market Value Percent 2�7o MUl�iw /° Under 30 days 13,594,459.00 30.71 an■ 31 to 60 days 0.00 0.00 U.S. Treasury 61 to 90 days 0.00 0.00 24% 91 to 180 days 250,393.50 0.57 181 days to 1 year 3,607,955.27 8.15 1 to 2 years 15,460,747.27 34.92 2 to 3 years 11,355,195.85 25.65 3 to 4 years 0.00 0.00 4 to 5 years 0.00 0.00 Over 5 years 0.00 0.00 $44,268,750.89 100.00% SUMMARY Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Fuge 38 of 61 gag neWrIVITFIrlys-MIMM October 31, 2014 *The information on City Managed Investments (LAIF and Non -Negotiable CD) reporter{ on the following pages has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 39 of 61 Apf�,� Summary of Holdings For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - CITY:MANAG.ED INVESTMENTS Security Type/Description S&P Moody's Trade Settle Original YTM Accrues[ Amortized Market Dated Date/Coupon/Pllaturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Pools tocal Agency Investment Fund LAIFC[TY 13;344,459.00 NR NR 2128/2009 2/28/2009 13,344,459.00 0.26% 13,344,459.00 13,344,459,00 Security Type Sub -Total 13,344,459.00 13,344,459.00 0.26°% 13,344,459.00 13,344,459.00 i,NonnNegos^.r Mission National Bank - 0.50% onal Bank CD381060750 250,000.00 NR. NR 1.1/10/201.2 11/10/2012 250,0W00 0.50°/ 82.21 250,000.00 250,000.00 Independence Bank CD999999930B 250,000.00 NR NR 5/8/2014 5/8/2014 250,000.00 0.95% 143.15 250,000.00 250,000.00 — 0.95% 05/08/2016 Farmers and Merchants Bank — 0.40% 06/25/2016 CD7264 250.000.00 NR NR 6/25/2014 6/25/201A 250,000.00 0,40% 13.70 250,QOD:00 250,000.00. . .............. .... .--- Security Type Sub -Total 750,000^00 750,000.00 0.62% 239.06 750,000.00 750,000.00 Securities Sub -Total $14,094,459.00 $14,094,459^00 0,28% $239.06 $14,094,459.00 $14,094,459.00 Accrued Interest $239.06 Total Investments $14,094,698.06 CITY MANAGED INVESTMENTS Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 40 of 61 Interest/Dividends/Coupons Received 7,401.09 Less Purchased interest Related to Interest/Coupons 0.00 Plus Net Realized Gains/Losses 0.00 Total Cash Basis Earnings $7,401.09 Ending Amortized Value of Securities 14,094,459.00 Ending Accrued Interest 239.06 Plus Proceeds from Sales/Withdrawais 0.00 Plus Proceeds of Matti rlties/Ca Ifs/Principal Payments 0.00 Plus Coupons/Dividends Received 7,401.09 Less Cast of New Purchases (3,007,014.00) Less Beginning Amortized Value of Securities (11,087,445.00) Less Beginning Accrued interest (226.38) Total Accrual Basis Earnings $7,413.77 CITY MANAGED INVESTMENTS Page 2 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 41 of 61 t Summary Of Transactions & Interest For the Month Ending October 31, 2014 .CITY ORSAN JUAN CAPISTRANO - CITY MANAGED INVESTMENTS Transaction Type Principal Accrued Trade Settle Security Description CUSIP Par Proceeds Interest Total 10/07/2014 10/07/2014 Local Agency Investment fund LAIFCI'rY 3,000,000.00 (3,000,000.00) 0.00. (3,000,000.00) 10/14/2014 10/15/2014 Local Agency Investment Fund LAIFCITY 7,014.00 (7,014.00) 0.00 (7,014.00) Transaction Type Sub -Total 3,007,014.00 (3,007,014.00) 0.00 (3,007,014.00) Mission National Bank 10/03{2014 10/03/2014 CQ381060750 250,000.00.. 0.00 109.61 109.61' — . 0.50% 11/10/2014 Independence Bank 10/09/2014 10/09/2014 CD999999930B 250,000.00 0.00 195.28 195.28 — 0.95% 05/08/201.6 .10/14/2014 I0/15/2014 Local Agency Investment Fund LAIFCITY 13,337,445.00 0.00 7,014.00 7,014.00 farmers and Merchants Sank 10/30/2014 10/30/2014 CD7264 250,000.00 0.00 82.20 82.20 — 0.40% 06/25/2016 Transaction Type Sub -Total 14,087,445.00 0.00 7,401.09 7,401.09 Total Security Transactions (3,007,014.00) 7,401.09 (2,999,617.91) CITY MANAGED INVESTMENTS Page 3 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 42 of 61 39 I'm PRIN October 31, 20:4 *The information on City Managed Investments (i__AIF and Non -Negotiable CD) reported on the following pages has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 43 of 61 Opening Market Value $30,148,384.66 Maturities/Calls 450,000.00 Plus Proceeds from Sales 0.00 Sale Proceeds 0.00 Maturities/Calls (450,000.00) Coupon/Interest/ Dividend Income 34,419.30 Principal Dispositions 0'00 Principal Payments- 0.40 Principal Acquisitions 446,188.15 Security Purchases (446,355.03) Unsettled Trades 0.00 Net Cash Contribution 0.00 Change in Current Value 29,719.08 Reconciling Transactions 0.00 Closing Market Value $30,174,291.89 Interest/ Dividends/Coupons Received 34,419.30 Closing Cash Balance $110,568.38 Less Purchased Interest Related to Interest/Coupons (166.88) Plus Net Realized Gains/Losses (2,420.00) Total Cash Basis Earninqs $31,832.42 Ending Amortized Value of Securities 30,101,830.31 Ending Accrued Interest 96,351.52 Plus Proceeds from Sales 0.00 Plus Proceeds of Maturities/Calls/Principal Payments 450,000.00 Plus Coupons/Dividends Received 34,419.30 Less Cost of New Purchases (446,355.03) Less Beginning Amortized Value of Securities (30,121,629.83) Less Beginning Accrued Interest (95,574.43) Total Accrual Basis Earnings $19,041.84 Page 1 e PFM Asset Ma.nw1Aovrnew 11j,CExhibit A Page 44 of 61 Description Par Value Market Value Percent U.S. Treasury Bond / Note 10,440,000.00 10,603,815.70 35.14 Federal Agency Bond / Note 11,465,000.00 11,532,292.09 US TSY Bond / Note 38.22 35.14% Corporate Notre 6,165,000.00 6,297,275.07 20.87 Certificate of Deposit 1,745 000.00 1,740,909.03 5.77 Managed Account Sub -Total _ 29,815,000.00 30,174,291.89 _ 100.00% Accrued Interest 96,351.52 Total Portfolio 29,815,000.00 30,270,643.41 Unsettled Trades 49.58% 0.00 0.00 0 - 6 Months 6 - 12 Months I - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years PFM Asset.Manalgeniew LLC Cert of Deposit 5.77% Corporate Note 20.87% Fed Agy Bond / Note 38.22% Yield to Maturity at Cost 0.77% Yield to Maturity at Market 0.62% Duration to Worst 1.73 Weighted Average Days to Maturity 658 Exhibit A Page 45 of 61 Page 2 Issuer of Holdings Percent BERKSHIRE HATHAWAY INC 790,432.72 2.62 N CATERPILLAR INC 780,849.08 2.59 3.329, CITIGROUP INC 249' 940.50 0.83 N 10.19° DISCOVER FINANCIAL SERVICES 251,319.25 0.83 FANNIE MAE 3,928,982.55 13.02 FEDERAL FARM CREDIT BANKS 1,302,519.90 4.32 FEDERAL HOME LOAN BANKS 4,070,960.46 13.49 FREDDIE MAC 2,229,829.18 7.39 GENERAL ELECTRIC CO 1,049,539.77 3.48 GOLDMAN SACHS GROUP INC 250,393.50 0.83 IBM CORP 803,794.11 2.66 7P MORGAN CHASE & CO 786,097.64 2.61 PROCTER & GAMBLE CO 753,994.80 2.50 TOYOTA MOTOR CORP 776,594.60 2.57 UNITED STATES TREASURY 10,603,815.70 35.14 US BANCORP 739,818.53 2.45 WELLS FARGO & COMPANY 805,409.60 2.67 Total $30,174,291.89 100.000/0 76,01% Am V Page 3 KAI Asset Managern.ent I-J,cExhibit A Page 46 of 61 ZINC A 'T Managed Account Detail of Securities Held For the Month Ending October 38, 2014 JU}' N"CAPISTRANd XXX 0 Security Type/ Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date cost at Cost Interest Cost Value US TREASURY NOTES 912828NP1: 100,000.00 AA+ Aaa 09/26/13 09/27/13 102,621.09 0.32 442.26 101,064.92 101,195.30 DTD 08/02/2010 1.750% 07131/2015 US TREASURY NOTES 912828NP1 940,000.00 AA+ Aaa OB115113 08/16/13 965,446.10 0,36 4,157.20 949,738.91 951,235.82 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES 912828PM6 960,000.00. AA+ Aaa 07/02/14 07/07/14 986,137.50 0.2B 6,873,91 980,534.33 981;300;48 DTD 1213 1120 10 2.1250/612/31/2015 US TREASURY NOTES 912828040 3311,000.00 AA+ Aaa 04/04/14 04/07/14 329,651.95 0.43 108.79 329,751.62 330,386.72 DTD 03/31/2014 0.375% 03/31/2016 US TREASURY NOTES 912828008 580,000,00 AA+ Aaa 12/20/13 12123/13 597,332.03 0.51 4,270.77 591,257.02 592,642419 DTD 05/31{2011 1.750% 05/31/2015 US TREASURY NOTES 912828OX1 600,000.00 AA+ Aaa 06/02/14 06/05/14 613,382.81 0.46 2,274.46 610.862.48 611,296.80 DTD 08/01/2011 1.500% 07/31/2016 US TREASURY NOTES 912828LP3 915,000.DO AA+ Aaa 03/03/14 03/04/14 .973,168.28 0.51 2,413.19 958,294.41 958391.02 .. DTD 09/30/2009 3.000% 09130/2016 US TREASURY NOTES 912828RM4 600.000,00 AA+ Aaa 06/02/14 06/05/14 606,140.63 0.57 16.57 605,111.93 605,718.60 DTD 10/31/2011 1.000% 10/31/2016 USTREASURY NOTES 912828RX0 995.000.00 AA+ Aaa 02/12/14 02/14/14 999,702,93 0.71 2,933.63 998,547.13 1,000,674,49 DID 01/03/2012 0.8750?b 1.2131/201.6 US TREASURY NOTES 91282BSCS 50,000.00 AA+ Aaa 02/10/14 02/11/14 50,291.02 0.68 110.56 50,220.76 50,273.45 DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828SC5 250,000.00 AA+ Aaa 09/08114 09/09/14 250,654.30 0.76 552.82. 250,61530 251.367.25 DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828MK3 740,000.00 AA+ Aaa 01/17/14 01/21/14 790,701,56 0.83 5,844.09 777,757.01 780,873.16 DTD 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES 912828SC5. 1,100,00(3.00 AA+ Aaa 07/29114 0713.1/14 1,102,234.38 0.79 2,432:40 1,102,010..29 1..106;07.5.90 DTD 01/3112012 0.8750% 01/31/2017 US TREASURY NOTES 912828SM3 1,300,000.00 AA+ Aaa 03/20/14 03/21/14 1302,945.31 0.92 1,142.86 1,302.353.73 1.309,241.70 DTD 03/31/2012 1.000% 03/31/2017 W €. Page 4 Asset � 1 :°t � .,� Exhibit A Page 47 of 61 AMMMUM NwL 0 Managed Account Detail ®f Securities Held For the Mor,th Ending October 31, 2014 QTY .OP:, PI `RANO WOW: Security Type/Description 3133EAN33 S&P Moody's Trade Settle original YTM Accrued Amortized Market Dated Date/Coupon/Maturity U.S. Treasury Bond Note CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value US TREASURY NOTES 912828SY7 500,000.00 AA+ Aaa 06/02114 06/05/14 496,796.68 0.84 1.314.89 497,229,02 497;890.50 DTD 05/31/2012 0.625% 05/31/2017 999,807;10 1,001,685:00 DTR 08/09/2013 0.3750/. 08/28/2015 US TREASURY NOTES 912828TGS 5,000.00 AA+ Aaa 07/29/14 07/31/14 4.923.63 1.02 6.32 4,929.98 4,951.17 DTD 07/31/2012 0.500% 07/31/2017 0.42 186.67 1,000.000.00 1,002,015.00 DTD 12/26/2012 0.420% 10/15/2015 US TREASURY NOTES 91282STG5 475,000.00 AA+ Aaa 07/02/14 07/07/14 467,856.45 1.00 600.20 468,590.55 470,361.15 DTD 07/31/2012 0.500'/0 07/31/2017 01/07/14 999,400.00 0.41 1,260.42 999,646,90 1,001;414.00 DTD 12/30/2013 0.375% 12/30/2015 Security Type Sub -Total 10,440,000.00 10,640,006.85 0.64 35,494.92 10,578,869.39 10,603,815.70 FFCB NOTES 3133EAN33 300,000.00 AA+ Aaa 06/15/12 06/15/12 300,000.00 0.50 750.00 300,000.00 300,504.90 DTD 05/01/2012 0.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL NOTES 313383V81 1,000,000.00 AA+ Aaa 08120/13 08/21/13 999,510.00 0.40 656.25 999,807;10 1,001,685:00 DTR 08/09/2013 0.3750/. 08/28/2015 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 AA+ Aaa 12126112 12/26/12 1,000,000.00 0.42 186.67 1,000.000.00 1,002,015.00 DTD 12/26/2012 0.420% 10/15/2015 FHLB (EX -CALLABLE) GLOBAL NOTES 3130AOGKO 1,000,000.0fl AA+ Aaa. 01106/14 01/07/14 999,400.00 0.41 1,260.42 999,646,90 1,001;414.00 DTD 12/30/2013 0.375% 12/30/2015 FEDERAL HOME LOAN BANK GLOBAL NOTES 3130AOSD3 245,000.00 AA+ Aaa 09122/14 09/23/14 245,159.25 0.33 183.75 245,147.32 245,277.34 DTD 01/24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 400,000.00 AA+ Aaa 08/20/13 08/21/13 398,268.00 0.67 172.22 399,057.64 400,728.00 DTD 02/15/2013 0.500% 03130/201.6 FANNIE MAE GLOBAL NOTES 3135GOVA8 445,000.00 AA+ Aaa 10124114 10/27/14 446,188.15 0.31 191.60 446,178.90 445,809,90 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 500,000.00 AA+ Aaa 09125/14 09/26/14 500,805.00 0.39 215,28 500,753.34 500.910.00 DTD 02115/2D13 0.500% 03/30/2016 FHLMC NOTES 3137EACT4 240,000.00 AA+ Aaa 09/26/14 09/29/14 248,088.00 0.46 2,566.67 247,657.07 247,685.28 DTD 04/08/20112.5000% 05/27/2016 FHLMC NOTES 3137EACT4 95D,000.00 AA+ Aaa 02119/14 02/20/14 994,298.50 0.43 10,159,72 980,736.19 980,420.90 DTD 04/0$/2011 2,5009% 05/27/2016 Page PI�M Asso ° atia. ement LLCI Exhibit A Page 48 of 61 DTD 11/25/2003 4.850%fl 12/15/2015 CATERPILLAR FINANCIAL SE 14912L4S7 760,000.00 A A2 08/20/13 08/2311.3 790,673.60 1.07 1,678.33 776,784.04 780,849.08 DTD 04101/20112.650% 04/01/2016. IBM CORP GLOBAL NOTES (EX -CALLABLE) 45920OHL8 805,000.00 AA- Aa3 08/20/13 08/23/13 795.879.35 0.88 1,760.94 799,865.44 803,794.11 DTD 05/0712013 0,450/a 05/06/2016 Managed Account Detail Of Securities Held For the Month Ending October 31, 2014 TY O SAN UAI CAP'15MANO ' 1C�ti... JPMORGAN CHASE & CO GLOBAL NOTES 46625HJA9 760,000.00 A A3 08/20/13 Security Type/ Description 794,656.00 1.52 S&P Moody's Trade Settle Original YTM Accrued Amortized Market Bated Date/Coupon/Maturity CUSIP Par Rating Rating pate Date Cost at Cost Interest Cost Value .• ;.Note 08/23/13 793,160,00 1,36 3,587.92 791,874,87 800,102.52 DTD 07/12/2013 1.500% 07/12/2016 FHLB NOTES 313OA2T97 500,000.00 AA+ Aaa 09/25/14 09/26/14 498,615.00 0.64 229.17 498,681.81 499.005.50 DTD 08/07/2014 0.500% 09/28/7.016 08123/13 799,336.00 1.28 2,805.56 799,605.20..: 805,409.60 ETD 07/29/2013 1.250°/© 07/20/2016 FHLB NOTES 3130A2T97 520,000.00 AA+ Aaa 08/06/14 08/07/14 618.605.00 0.61 284.17 618,755.76 618,766;82. DTD 08/07/2014 0.500% 09/28/2016 FNMA NOTES 3135GOJA2 2.050,000.00 AA+ Aaa 09/03/14 09/04114 2,059,799.00 0.94 256.25 2,059.224.94 2,066,879.70 DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 313DAILIS 700,000.00 AA+ Aaa. 04/031:14 04/28114 707,847.00 1.24 94.79 703,862.92 704,81.1.80 DTD 04/28/2014 1.625% 04/28/2017 FREDDIE MAC GLOBAL NOTES 3137EADJ5 1,000,000.00 AA+ Aaa 08/13/14 08/14/14 1,000,700.00 0.98 2,583.33 1,000.650.35 1,001,723,00 DTD 06/25/2012 1.000% 07/28/2017 FNMA NOTES 3135GDZLO 515,000.00 AA+ Aaa 08/21/14 08/25/14 513,161.45 1.12 486.39 513,267.95 514,654.95 . DTD 08/25/2014 1.000% 09/27/2017 Security Type Sub -Total 11,46S,00OX0 11,530,444.35 0.67 20,276.68 11,513,428.19 11,532,292.09 Corporate PROCTER & GAMBLE CO CORP NOTES 742718BZ1 720,000.00 AA- Aa3 08/20/13 08/23/13 789,22.8.00 0,65 13,192.00 753,744,18 753,994.80 DTD 11/25/2003 4.850%fl 12/15/2015 CATERPILLAR FINANCIAL SE 14912L4S7 760,000.00 A A2 08/20/13 08/2311.3 790,673.60 1.07 1,678.33 776,784.04 780,849.08 DTD 04101/20112.650% 04/01/2016. IBM CORP GLOBAL NOTES (EX -CALLABLE) 45920OHL8 805,000.00 AA- Aa3 08/20/13 08/23/13 795.879.35 0.88 1,760.94 799,865.44 803,794.11 DTD 05/0712013 0,450/a 05/06/2016 JPMORGAN CHASE & CO GLOBAL NOTES 46625HJA9 760,000.00 A A3 08/20/13 08/2317.3 794,656.00 1.52 7,714.00 780,465.28 786,097.64 DTD 06/29/20113,150% 07/05/2016 GENERAL ELEC CAP CORP 36962G6Z2 790,000.00 AA+ Al 08/20/13 08/23/13 793,160,00 1,36 3,587.92 791,874,87 800,102.52 DTD 07/12/2013 1.500% 07/12/2016 WELLS FARGO & COMPANY 94974BFL9 800,000.00 A+ A2 08/20/13 08123/13 799,336.00 1.28 2,805.56 799,605.20..: 805,409.60 ETD 07/29/2013 1.250°/© 07/20/2016 Pack; & 1Fti:ha4::.... Exhibit A Page 49 of 61 Security Type/Description Dated Date/Coupon/Maturity CUSIP Managed Account Detail of Securities Held S&P Moody's Trade Settle Original 7TM Par Rating Rating Date Date Cost at Cost For the Month Ending October 31, 2014 Accrued Amortized Market Interest Cast Value BERKSHIRE HATHAWAY INC GLOBAL NOTES 084670BB3 770,D00.00 AA Aa2 08/20/13 08/23/13 795,710.30 1.06 3,576.22 785,539.94 790,432.72 DTI) D8/15/2011 2.200% 08/15/2016 TOYOTA MTR CRED NOTES 89233P5E2 760,D00.00 AA- Aa3 02/19/14 02(24114 784,259.20 0.74 1,942.22 777.797:41 776,594.60 DTD. 09/15120112.000% 09/15/2016 Security Type Sub -Total 6,165,000.00 6,342,902.45 1.07 36,257.19 6,265,676.36 6,297,275.07 GOLDMAN SACHS BANK USA 38143AIL0 2S0,000,00 NR NR 02/08/12 02/08/12 250,0DQ.00 1.04 604.11 250,000.00 250,393.50 DTD D2/08/2012 1.050% 02/09/2015 DISCOVER BANK 254671GN4 250,000,00 NR NR 09/26112 09/26/12 250,000,00 1.03 258.90 250,000.00 251,319.25 DTD 09/26/2012 1,050% 09/28/2015 GE CAPITAL SANK 361603PD4 250,000.00 NR NR 05103/13 05/03/13 250,000.00 0.70 872.60 250,000.00 249,437.25 DTD 05/03120131).700% 05/03/2016 CIT SANK (CALLABLE) 17284CEH3. 250,000.00 NR NR 05/15/13 05/15/13 250,000.00 0.99 1,164.38 250.000.00 249;940.50' DTD 05/15/2013 1,000%, 05/15/2017 US BANK NA CINCINNATI (CALLABLE) Cid 90333VPFI 745,000.00 AA- Aa3 09/09/14 09111/14 743,800.55 1.41 1,422.74 743,856.37 739,818.53 DTD 09/11/2014 1..375% 09/11/2017 Security Type Sub -Total 1,745,000.00 1,743,800.55 1,14 4,322.73 1,743,856.37 1,740,909.03 Managed Account Sub -Total 29,815,000,00 30,257,154.20 0.77 96,351.52 30,101,830.31 30,174,291.89 Securities Sub -Total $29,815,000.00 $30,257,154.20 0.77% $96,351.52 $30,101,830.31 $30,174,291.89 Accrued Interest $96,351.52 Total Investments $30,270,643.41 Exhibit A Page 50 of 61 Page 7 x .......... Managed Account Fair Market Value $a Analytics For the Month Ending October 31, 2014 � A l t� N AT?i sTRANC XX0i0g Security Type/Description Next Call Market Market unreal G/L Unreal G/L Effective Duration YTM Dated Date/Coupon/Maturity TreasurySond /:Note CUSIP Par Braker mate Price Value On Cost Amort Cost Duration to Worst at Mkt US TREASURY NOTES 91282BNPI 100,000.00 CMGRP 101,20 101,195.30 (1,425,79) 1:30.38 0.75 0.75 0.15 DTD 08/02/2010 1.750°/fl 07/31/2015 US TREASURY NOTES 912828NPI 940,000.00 CMGRP 101.20 951,235.82 {14,210.28) 1,496.91 0.75 0.75 0.15 DTD 08/02/2010 1.750% 07/31./2015 US TREASURY NOTES 912828PM6 960,000.00 .MERRILL 102.22 981300.48 (4,837,02) 766.15 1.15 1.15 0.22. DTD 12/3V2010 2.125% 12/31/2015. US TREASURY NOTES 912828040 330,000,00 MORGANST 100.12 330,386,72 734.77 635.10 1.41 1,41 0,29 DTD 03/3112014 0.375% 03/31/2016 US TREASURY NOTES 912828OP8 580,000,00 MERRILL 102.18 592,642.19 (4,689,84) 1,385.17 1.55 1..55 0,37 DT[). 05/31/2011 1.750% 05/31/2016 US TREASURY NOTES 912828OX1 600,000.00 MORGANST 101.88 611,296.80 (2,086.01) 434.32 1.72 1.72 0.42 DTD 08/01/2011 1,500% 07/31/2016 US TREASURY NOTES 912828LP3. 915,000,00 MORGANST 104.74 958,391.02 (14,797.26) 96.61 1.87 1.87 0.51 PTD 09/30/2009 3.000% 09/30/2016 US TREASURY NOTES 912828RM4 600,000.00 MERRILL. 100.95 605,718.60 (422.03) 606,67 1.98 1.98 0.52 DTD 10/31/2011 1.000% 10/31/2016 US TREASURY NOTES 912828RX) 995,000.00 MERRILL 100.57 1,000,674.49 971.56 2,127.36 2,14 2.14 0.61 DTD 01/03/2012 0,8750/(,12]31/2016 US TREASURY NOTES 912828SC5 50,000.00 MORGANST 100.55 50273.45 (17.57) 52,69 2.22 2.22 0,63 DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828SC5 250,000.00 CMGRP 100.55 251,367.25 712,95 751.95 2.22 2.22 0.63 DTD 01/31/2012 0.8759% 01/31/2017 US TREASURY NOTES 912828MK3 740,000,00 CMGRP 105.52 780,873.16 (9,828.40) 3,116.15 2.17 2.17 0.65 DTD 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES 912828SC5 1,100,000.00 CITIGRP 100.55 1,106,015.90 3,781.52 4,005.61 2,22 2.22 0,63 DTD 01/31/2012 0,875% 01/31/2017 US TREASURY NOTES 912828SM3 1,300,000.00 HSBC 100.71 1.309,241.70 6,296.39 6,887.97 2.38 2.38 0,70 DTD 03/31/2012 1,000% 03/31/2017 US TREASURY NOTES 912828SY7 500,000:00 CITIGRP 99:58. 497,890.50 1,093.62 661.48 2155 2.55 0,79 DTD 05/31/2012 0.625% 05/31/2017 US TREASURY NOTES 912828TGS 5,000.00 MORGANST 99.02 4,951.17 27.54 21.19 2.72 2.72 0.86 DTD 07/31/2012 0,500% 07/31/2017 US TREASURY NOTES 912828TG5 475,000,00 MORGANST 99.02 470,361,15 2,504.70 1,770.60 2.72 . 2,72 0,86 DTD 07/31/2012 0.500% 07/31/2017 Page 8 U A 1F.1 Asset Nfanagvment 1,LC Exhibit A Page 51 of 61 Managed Account Fair Market Value & Analytics For the Month Ending October 31, 2014 Security Type/ Description Next Call Market Market Unreal G/L Unreal G/L Effective Duration YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value on Cost Amort Cost Duration to Worst at Mkt Security Type Sub -Total 1€1,440,000,00 10,603,815.70 (36,191.15) 24,946.31 1.88 1.88 0.52 FFCB NOTES 3133EANJ3 300,000.00 NEW ACCT 100.17 300,504.90 504.90 504.90 0.50 0.50 0.16 DTD 05/02/2012 0.500% 05101/2015 FEDERAL HOME LOAN BANK GLOBAL 313383V81 1,000,000.00 NOMURA 100.17 11001,685.00 2,175.00 1,877.90 0.82 0.82 0.17 NOTES DTD 08/09/2013 0.375% 08/2812015. FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 NEW ACCT 100.20 1,002,015.00 2,015.00 2,015.00 0.95 0.95 0.21 DTD 12/26/2012 0.420% 10115/2015 FHLB (EX -CALLABLE) GLOBAL NOTES.. 3130AOGKO 1,000,000.00 HSBC 100.14 1,001,414.00 2,014.00 1.767.10 1.16 1.16 0;25. DTD 12/30/2013 0.375% 12130/M5 FEDERAL HOME LOAN BANK GLOBAL 3130AOSD3 245,000.00 WELLSFAR 100.11 245,27734 118.09 130.02 1.30 1.30 0.29 NOTES DTD 01/24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 400,000.00 CIT"IGRP 100.18 400.728.00 2,460.00 1,670.36 1.41 1.41 0.37 DTD 02/15/2013 0,500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 445.000.00 NOMURA 100.18 445.809.90 (378.25) (369.00) 1.41 1..41 0.37 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVAS 500,000.00 WELLSFAR 100.1.8 500,910.00 105.00 156.66 1.41 1.41 0.37 DTD 02/15/2013.0.500% 03/30/201.6 FHLMC NOTES 3137EACT4 240,000.00 MERRILL 103.20 247,685.28 (402.72) 28.21 1.53 1.53 0.45 DTD 04/08/20112.500% 05/27/2016 FHLMC NOTES 3137EACT4 950,000.00 MERRILL 103.20 980,420.90 (13.877.60) (31.5.29) 1.53 1.53 0.45 DTD 04/08/2021 2.500% 05/27/2016 FHLB NOTES 313OA2T97 500,000.00 MERRILL 99.80 499,005.50 390.50 323.69 1.90 1.90 0.60 DTD 08/07/2014 0.500% 09/28/2016 FHLB NOTES 313OA2T97 620,000.00 MORGANST 99.80 618,766.82 161.62 11.06 1.90 1.90 0.60 DTD 08/07/2014 0.500% 09/28/2016 FNMA NOTES 3135GOJA2 2,050,000.00 TD SEC U 100.82 2,066,879.70 7,080.70 7,654.76 2.45 2,45 0.79 DTD 03/01/2012 1,125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1L35 - 700,000.00 MERRILL 04/28/15 100.69 704.811.80 (3,035.20) 948.88 0.61 0.49 1.34 DTD 04/28/2014 1.6250/0 04/28/20.1.7 FREDDIE MAC GLOBAL NOTES 3137EADJ5 1,000,000.00 JPMCHASE 100.17 1,001,723.00 1,023.00 1,072.65 2.69 2.69 0.94 DTD 06/25/2012 1.0000/6 07/28/2017 Page9 F ^1. -ry PFNI Asset < nao -c m.ent: 1,1,(" Exhibit A Page 52 of 61 Managed Account Fair Market Valle & Analytics For the Month Ending October 31, 2014 CiYF SAN DUAN CAPi5TRAfVo XXXX010� Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective Duration YTM Dated Date/Coupon/Maturity Federal:Agencyftno CUSIP par Broker mate price Value On Cost Amort Cost Duration to Worst at Mkt FNMA NOTES 3135GDZLO 515,000.00 MORGANST 99.93 514,654.95 1,493.50 1,387.00 2.85 ' 2.85 1,02 DTD 08/25/2014 1.000% 09/27/2.017 Security Type Sub -Total 11,465,000.00 11,532,292.09 1,847.74 18,863.90 1.65 1.64 0.57 Corp r PROCTER & GAMBLE CO CORP NOTES 742718BZI 720.000.00 RBC CAP 104.72 753,994.80 135.233,20) 250.62 1.08 1.08 0,62 DTD 11/25/2003 4.850% 12/15/2015 CATERPILLAR FINANCIAL SE 14912L4S7 760,000,00 MERRILL 102,74 780,849.08 (9,824.52). 4,065,04 1.39 1.39 0,70 DTD 04/01/20112.650% 04/01/2016 IBM CORP GLOBAL NOTES (EX -CALLABLE) 459200HL8 805,000.00 HNP PARI 99.85 803,794.11 7,914.76 3,928.67 1.50 1.50 0.55 DTD 05/07/2013 0.450% 05/06/2016 3PMORGAN CHASE & CO GLOBAL NOTES 46625HJA9. 760.000.00 STIFEL 103.43 786.097.64 (8,558.36) 5,632.36 1.62 1.62 1.08 DiD 06/29/2011 3.15011/o 07/05/2016 GENERAL ELEC CAP CORP 36962G6Z2 790,000.00 WELLSFAR 101.28 800,102.52 6,942,52 8,227.65 1.67 1.67 0.74 DTD 07/12/2013 1.500% 07/12/2016 WELLS FARGO & COMPANY 94974BFI-9 800,000.00 WELLSFAR 100.68 805,409.60 6.073.60 5,804,40 1.69 1.69 0.85 DTD 07/29/2013 1.250% 07/20/2016 BERKSHIRE HATHAWAY INC GLOBAL 084670BB3 770,000.00 WELLSFAR 102.65 790,432.72 (5,277.58) 4,892.78 1.75 1.75 0.70 NOTES DTD 08/15/2011 2.200% 08/15/2016 TOYOTA MTR CRED NOTES 89233PSE2 760,000.00 BARCLAYS 102.18 776,594.60 (7,664.60) (1„202.81) 1.84 1.84 0.82. DTD 09/15/20112.000% 09/15/2016 Security Type Sub -Total 6,165,000.00 6,297,275.07 (45,627.35) 31,598.71 1.S7 1.57 0.76 of r r GOLDMAN SACHS BANK USA 38143A1L0 250,000.00 NEW ACCT 100.16 250,393.50 393.50 393.50 0.28 0.28 0.72 DTD 02/08/2012 1.050% 02/09/2015 DISCOVER BANK 25467IGN4 250,000.00 NEW ACCT 100.53 251,319.25 1;319.25 1,319.25 0.91 0.91 0.46 DTD 09/26/2012 1.050% 09/28/2015 GE CAPITAL BANK 36160)PD4 250,000.00 NEW ACCT 99.77 249,437.25 (562,75) (562.75) 1.50 1.50 0.84 DTD 05/03/2013 0,700%n 05/03/2016 t " ` Page 10 .. F Asset Mana ellie t .,... Exhibit A Page 53 of 6 Managed Account Fair Market Value & Analytics For the Month Ending October 31, 2014 Security Type/ Description Next Call Market Market Unreal G/L Unreal G/L Effective Duration YTM Dated Date/Coupon/Maturity CUSIP Par Broker slate Price Value On Cost Amort Cost Duration to Worst at Mkt Certificate of Deposit $29,815,000.00 $30,174,291.89 ($82,862.31) $72,461.58 1.73 1.73 0.62% CIT BANK (CALLABLE) 17284CEH3 250.000.00 NEW ACCP 11/15114 99.98 .. 249.940.50 (59.50) (59.50) 2.53 2.53 0.98 DTD 05/15/2013 1.000% 05/15/2017 U5 BANK NA CINC1NNA-a (CALLABLE) CD 90333VPFI 745,000.00 US BANK 08/11/17 99.30 739.818.53 (3.982.02) (4,037.84) 2.84 2.84 1.60 DTD 09/11/2014 1.375% 09/11/2017 Security Type Sub -Total 1,745,000.00 1,740,909.03 (2,891.52) (2,947.34) 1.96 1.96 1.11 Managed Account Sub -Total 29,815,000.00 30,174,291.89 (82,862.31) 72,461.58 1.73 1.73 D.62 Securities Sub -Total $29,815,000.00 $30,174,291.89 ($82,862.31) $72,461.58 1.73 1.73 0.62% Accrued Interest $96,351.52 Total Investments $30,270,643,41 Exhibit A Page 54 of 61 Page 1.1 Transaction Type Sub -Total 445,000.00 (446,188.15) (166.88) (446,355.03) 10101/14 10101/14 CATERPILLAR FINANCIAL SE 14912L4S7 760,000.00 0.00 10,070.00 10,070.00 DTD 04101/20112.650% 04/01/2016 10]15(14 10/15/14 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1;000,000.00 0.00 2,100.00 2,100.00 - DTD 12126/20120.420% 10/15/2015 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02587DEU8 200,000.00 0.00 1,403.84 1,403,84 DTD 10/20/2011 1.400% 10/20/2014 10/24/14 10/24/14 INDEPENDENCE BK OWENSBOR 45340KCL1 250,000.00 0.00 626.71 626.71 DTD 10/24/2012 0.500% 10/24/2014 10/27/14 10/27/14 FNMA NOTES 3135G0JA2 2,050,000.00 0.00 11,531.25 11,531.25 DTD 03/01/2012 1.125% 04/27/2017 10/28/14 1012.8/14 FHLB GLOBAL NOTE (CALLABLE) 3130AIU5 700,000.00. 0.00 5.687.50 5,687.50 DTD 04/28/2014 1.625% 04/28/2017 10/31/14 10131/14 US TREASURY NOTES 912828RM4 600,0D0.00 0.€70 3,000.00 3,000.00 DTD 10/31/2011 1.000% 10/31/2016 Transaction Type Sub -Total 5,560,000.00 0.00 34,419.30 34,419.30 1 11 F!Ihtg 11111 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02587DEU8 200,000.00 200.000.00 0.00 200,000,00. (2,420.00) 0,00 DTD 10/20/2011 1.400% 10/20/2014 10/24/14 10/24/14 INDEPENDENCE BK OWENSBOR 45340KCL1 250,000.00 250,000.00 0.00 250,000.00 0.00 0100 DTD 10/24/2012 0.500% 10/24/2014 Transaction Type Sub -Total 450,000.00 450,000.00 0.00 450,000.00 (2,420.00) 0.00 Managed Account Sub -Total 3,811.85 34,252.42 38,064.27 (2,420.00) 0.00 Total Security Transactions $3,811.85 $34,252.42 $38,064.27 ($2,420.00) $0.00 Ame— Exhibit A Page 55 of 61 Page 12 Account Statement Important Disclosures For the Month Ending October 31, 2D14 ti [ rant �lSltls This statement is for general information purposes only and is not intended to provide specific advice or recommendations. PFM Asset Management LLC ("PFM") is an investment advisor registered with the Securities and Exchange Commission, and is required to maintain 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 PFM 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. PFM's Proxy Voting Policy is available upon request by contacting Service Operations at the address below. Questions About an Account PFM'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 PFM. 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. PFM recognizes that clients may use these reports to facilitate record keeping and that the custodian bank statement and the PFM statement should be reconciled and differences resolved. Many custodians use a settlement date basis which may result in the creed to reconcile due to a timing difference. Account Control PFM does not have the authority to withdraw funds from or deposit funds to the custodian_ 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, PFM's market prices are derived from closing bid prices as of the last business day of the month as supplied by Interactive Data, Rtoomberg or Telerate. 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 fail between data points are interpolated. Non-negotiable FMC -insured bank certificates of deposit are priced at par. Although PFM believes the prices to be reliable, the values of the securities do not always represent the prices at which the securities could have been bought or sold. Explanation of the valuation methods for money market and TERM funds is contained in the appropriate fund 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 of 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 1 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. PFM 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. Financiat Situation In order to better serve you, PFM should be promptly notified of any material change in your investment objective or financial situation, Callable Securities Securities subject to redemption prior 10 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 PFM, the FDIC (except for certain non-negotiable cerfificates of deposit) or any government agency. Investment in securities involves risks, including the possible loss of. the amount invested, 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 money market and TERM funds are marketed through representatives of PFM's wholly owned subsidiary, PFM Fund Distributors, Inc. PFM Fund Distributors, Inc. is registered with the SEC as a brokeridealer 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 Regulator Public Disclosure Hotline at 1-888-289-9999 or at the FINRA Regulation Internet website address www.nasd.com. A brochure describing the FINRA Regulation Public Disclosure Program is also available from the FINRA upon request. Key Terms and Definitions Dividends on money market 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 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 PFM 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. Plea" 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 PFM within 60 days of receipt. If you have other concerns or questions regarding your account you should contact a member of your client management team or PFM Service Operations at the address below. PFM Asset Management LLC Attn: Service Operations One Keystone Plaza, Suite 300 N. Front & Market Sts Harrisburg, PA 17101 Exhibit A Page 56 of 61 City of San Juan Capistrano Portfolio summary Report Format: By Totals Group By: Security Sector Portfolio/ Report Group: Successor Agency of the 5JC CRA As of 10/31/2014 Local Government .Investment Pool 1,120,533.57 1,120,533.57 1,120,533.57 1,120,533.57 0.261 0.00 1 27.20 US Agency 2,000,000.00 1,999,250.00 1,999,766.34 2,000,549.00 0.201 1,250.41 134 48.53 Total / Average 4,120,533.57 4,119,783.57 4,120,299.91 4,121,284.82 0.281 1,377.12 126 100 Exhibit A Page 57 of 61 Face YTM @ Accrued Days To % of Description CUSIP/Ticker Amount/Shares Cost Value Book Value Market Value Cost Interest Maturity Portfolio Certificate Of Deposit 1,000,000.00 1,000,000.00 1,000,000.00 1,000,202.25 0.463 126.71 250 24.27 Local Government .Investment Pool 1,120,533.57 1,120,533.57 1,120,533.57 1,120,533.57 0.261 0.00 1 27.20 US Agency 2,000,000.00 1,999,250.00 1,999,766.34 2,000,549.00 0.201 1,250.41 134 48.53 Total / Average 4,120,533.57 4,119,783.57 4,120,299.91 4,121,284.82 0.281 1,377.12 126 100 Exhibit A Page 57 of 61 City of San Juan Capistrano Monthly Change in Portfolio Report Format: By Transaction Group By: Security Sector Portfolio/ Report Group: Successor Agency of the SIC CRA Begin Date; 9/30/2014, End Date; 10/31/2014 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period- YTM @ Rating Rating Maturity Days To Description CUSIP/Ticker Date Cost Value Principal Principal Value Ending MV Interest[ Dividends MV Cost 1 2 Date Maturity CERTIFICATE OF DEPOSIT BBCN Bank 0.5 073296AZ8 8/18/20.15 11/18/207.3 250,000.00 0.00 0.00 250,000.00 250,202.25 102.74 106.16 0.500 NR NR 8/18/2015 291 Farmers & Merchants Bank CD72.65 6/25/2014 500,900.00 0.00 0.00 500,000.00 500,000.00 61.64 63.69 0.150 NR NR 12/24/2014 54 0.15 12/24/2014 Independence Bank 1.05 CD528059049 6/21/2013 250,000.00 0.00 0.00 250,000.00 250,000.00 215.85 223.04 1.050 NR NR 6/21/2016 599 6/21/2016 Sub Total/Average 1,000,000.00 0.00 0.00 1,000,000.00 1,000,202.25 380.23 392.89 0.463 250 Certificate Of Deposit LOCAL GOVERNMENT INVESTMENT POOL LAIF LGIP LAIFCRA 3/31/2009 1,118,593.71 1,939.86 0.00 1,120,533.57 1,120,533,57 1,939.86 1,939.86 0,261 Nit NR N/A 1 Sub Total/Average Local Government 1,118,593.71 1,939.86 0.00 1,120,533.57 1,120,533.57 1,939.86 1,939.86 0.261 1 Investment Pool US AGENCY FFCB 0.22 3133EDBEI 12/20/2013 999,500.00 0.00 0.00 999,500.00 1,000,525.00 0.00 189.44 0.252 Mcoriys- 5&P -AA+ 7/9/2015 251 7/9/2015 Aaa FHLB 0.125 3730AOC81 11/19/2013 999,750.00 0.00 0.00 999,750.00 1,000,024.00 0.00 107.64 0.150 Moodys- S&P -AA+ 11/18/2014 18 11/18/2014 Aaa Sub Total/Average 1,999,250.00 0.00 0.00 1,999,250.00 2,000,549.00 0.00 297.08 0.201 134 US Agency Total / 4,117,843.71 1,939.86 0.00 4,119,783.57 4,121,284.82 2,320.09 2,629.83 0.281 126 Average Exhibit A Page 58 of 61 City of San Juan Capistrano Portfolio Summary Report Format: By Totals Group By: Security Sector Portfolio/ Report Group: San Juan Capistrano Housing Authority As of 10131/2014 Description Face CUSEP/Ticker Amount/Shares Cost Value Book Value Market Value YTM @ Cost Accrued Interest Days To Maturity % of Portfolio Certificate Of Deposit Local Government Investment Pool 575,000.00 1,1.26,101.34 575,000.00 1,126,101.34 575,000.00 1,126,10134 575,022.28 1,126,101.34 0.604 0.261 157.87 0.00 366 1 13.93 27.29 US Agency 925,000.00 924,856.25 924,883.88 924,525.28 0.228 401.31 361 22.41 US Treasury 1,500,000.00 1,500,747.50 1,500,621.37 1,501,132.94 0.244 578.65 446 36.37 Total / Average 4,126,101.34 4,126,705.09 4,126,606.59 4,126,781.84 0.295 1,137.83 294 100 Exhibit A Page 59 of 61 City of San Juan Capistrano Monthly Change in Portfolio Report Format: By Transaction Group By: Security Sector Portfolio/ Report Group: San Juan Capistrano Housing Authority Begin Date: 9/30/2014, End Date, 10/31/2014 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period- YTM @ Rating Ratings Maturity Days To Description CUSIP/Ticker Date Cost Value Principal Principal Value Ending MV Interest/ Dividends MV Cost 1 2 Date Maturity CERTIFICATE OF DEPOSIT Farmers and Total/Average Merchants Bank CD16646806 9/18/2014 250,000,00 0.00 0.00 250,000.00 250,000.00 51.37 53.08 0.250 None None 9/18/2015 322 0.25 9/18/2015 1,126,101.34 293.57 293.57 0.261 1 Investment GE Capital Bank 361603YL6 10!11/2013 75,000.00 0.00 0.00 75,000.00 75,022.28 206.82 35.04 0.550 NR NR 4/13/2015 164 0.55 4/13/2015 ............................................. US AGENCY ....................................................................... ... .. ..................................................................................... independence FFCB 0.21 3133EDM82 6/26/2014 150,000.00 0.00 0.00 150,000.00 149,923.95 0.00 27.13 0.210 5&P -AA+ Moody'- 11/27/2015 392 11/27/2015-14 Bank 0.9 CD526841368 10/6/2014 0.00 125,000.00 0.00 125,000.00 125,000.00 0.00 77.05 0.900 None None 10/6/2015 340 1016/2015 624,856.25 624,696.88 OX0 67.27 0.150 5&P -AA+ Moody'- 7/30/2015 272 7/30/2015 Independence Aaa FHLB 0.57 3130A2AD8 7/16/2014 150,000.00 0.00 0.00 150,000,00 149,904.45 0.00 Bank 1.05 CD528450287 6/21/2013 125,000.00 0.00 0.00 125,000.00 125,000.00 107.92 111.52 1.050 NR NR 6/21/2016 599 6/21/2016 Sub - Suis 924,856,25 0.00 0.00 924,856,25 924,525.28 0.00 165.65 0.228 361 US Agency Total/Average 450000,00 125,000.00 0.00 575,000.00 575,022.28 366.11 276,69 0,604 366 Certificate Of Deposit LOCAL GOVERNMENT INVESTMENT POOL Local Agency Investment LAIFHA 6/19/2013 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 293.57 293.57 0.261 NR NR N/A 1 Fund LGIP Sub Total/Average Local Government 1,125,807.77 29357 0.00 1,126,101,34 1,126,101.34 293.57 293.57 0.261 1 Investment Pool ............................................. US AGENCY ....................................................................... ... .. ..................................................................................... FFCB 0.21 3133EDM82 6/26/2014 150,000.00 0.00 0.00 150,000.00 149,923.95 0.00 27.13 0.210 5&P -AA+ Moody'- 11/27/2015 392 11/27/2015-14 Aaa FHLB 0.125 3130A25JG 8/27/2014 624,856.25 0.00 0.00 624,856.25 624,696.88 OX0 67.27 0.150 5&P -AA+ Moody'- 7/30/2015 272 7/30/2015 Aaa FHLB 0.57 3130A2AD8 7/16/2014 150,000.00 0.00 0.00 150,000,00 149,904.45 0.00 71.25 0.570 Moodys- 5&P -AA+ 9/30/2016 700 9/30/2016-14 Aaa Sub - Total/Average 924,856,25 0.00 0.00 924,856,25 924,525.28 0.00 165.65 0.228 361 US Agency US TREASURY Exhibit A Page 60 of 61 Sub Total/Average 1,500,747.50 0.00 0.00 1,500,747.50 1,501,132.94 1,250.00 370.31 0.244 446 US Treasury Total / 4,001,411.52 125,293.57 0.00 4,126,705.09 4,126,781.84 1,909.68 1,106.22 0.295 294 Average Exhibit A Page 61 of 61 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period- YTM @ Rating Rating Maturity Days To Description CUSIP/Ticker Date Cost Value Principal Principal Value Ending MV Interest/ Dividends MV Cost 1 2 Date Maturity T-Nate 0.25 91282$Ti7 8/27/2014 500,625.00 0.00 0.00 500,625.00 500,505.00 625.00 106.18 0.140 S&P-AAA Moadys- 10/15/2015 349 10/15/2015 Aaa T-Note 0.25 912828UW8 8/27/2014 499,185.00 0.00 0.00 499.185.00 499,648.44 625.00 106.18 0.350 S&P-AAA MoodyS- 4/15/2016 532 4/15/2016 Aaa TNoe 06 912828841 8/27/2014 500,937.50 0.00 0,00 500,937.50 500,976.50 0.00 157.95 aodys- 0.243 S&P-RAA 1/31/2016 457 11/31//203.6 A Aaa Sub Total/Average 1,500,747.50 0.00 0.00 1,500,747.50 1,501,132.94 1,250.00 370.31 0.244 446 US Treasury Total / 4,001,411.52 125,293.57 0.00 4,126,705.09 4,126,781.84 1,909.68 1,106.22 0.295 294 Average Exhibit A Page 61 of 61 Ci3 MUFG RESPONSE TO SERVICE ##Z -- CUSTODIAL SERVICES MUFG Union Bank, N.A. is a full-service master custodian and is qualified to meet the client's custodial, cash management and accounting needs, as well as to provide administration and management assistance. Our professionals are specialists in the custody and securities industry, and are supported by our technical staff and our comprehensive custody accounting systems. Can the fallowing pages, we have provided responses to the City's questions related to Custodial Services. so A member of MUFG, a global financial group 19>2014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A,, with permission. Member FDIC. Exhibit B Page 1 of 35 OMUFG Tab A — Table of Contents Tab A — Table of Contents .......... .................... I ......... .............,....,. ...,..,.,,..,.... ...., ...w--"' .... 51 Tab B -- Organization Information.... ....... .................................... ...... ........ ..... 52 Tali C — General and Administration Information ................... ......... 59 TabD — References ............... .............. ................................,....,........,..,.,.,..,.,., .,.,,........1 62 Tab E — Investment Reconciliation Process ...................................................... 63 Tab F — Accounting and Reporting. , __ i ............................................>...............,.> 66 Tab G — Asset Safekeeping... ... ....... ................. ...... ..__ ........... .................,, ... 72 Tab H —Audit Controls .............. ...................................... ............... .......... ................. 76 Tab I — Implementation Plan., ................. ... . ................ ................. ...... _ ........... 77 Tab! — Fees ..................................................................>. ................. ...............,.... 81 Tab K—Service Enhancement and Industry Best Practices...................................>......:...;...,...,..,.. 82 s1_ A member of MUFG, a global financial group 92014 Mitsubishi UFJ Rnanclai Group, Inc. All rights reserved. The MUFG logo and name Is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission. Member FDIC. Exhibit B Page 2 of 35 C63 MUFG Tab 0 — Organization Information Please indicate the following information in this section. Provide a description of total custody assets and clients by type and asset size (i.e. corporate client and public fund client, etc.). As of December 31, 2014 Union Bank administered nearly $264.9 billion in assets, including $103.1 billion in debt outstanding for Corporate Trust clients. Assets* ' Clients` I Glabaf assets: $14.5 billion i Corporate Clients: $6.6 billion E 87 Mutual Funds: $33.5 billion I 129 Not -far -Profits $22.8 billion 170 Financial Institutions; -----$15.2 billion 138 Limited Partnerships: $3.2 billion 14 Government � _ $37.3 billion - - � 6 Insurance $11.6 billion 206 *Arovided by Global Custody Services. Numbers are approximate. Include an organizational chart of the Trust/Custody Department showing the position of the Department within the firm's structure. The chart below provides a general overview of the Bank's structure and the position of our Trust/Custody Department within that structure. More detailed organization charts for Global Trust Services are included in Exhibit 3. 52 A member of MUFG, a globaifinancial group 9)2014 Mitsubishi UFJ Financial Group, Inc, All rights reserved. The MUFG logo and name is a service marl of Mitsubishl UFJ Flrranclal Group, Inc., and is used by MUFG Union Hank, N.A., with permission. Member FDIC. Exhibit B Page 3 of 35 CO3 MUFG 8 Describe any organizational changes (mergers or acquisitions, etc.) in the past three years that had an impact on your trust/custody operations. We have had the following organization changes within the last three years: s 2012: Union Bank acquired Pacific Capital Bancorp and its bank operating subsidiary Santa Barbara Bank & Trust, adding 38 branches along the Central Coast of California. • August 2, 2022: Kevin Galvin, Managing Director, was appointed Manager of the Global Trust Services — Global Custody Services business line. Kevin has been in the financial industry for more than 25 years with particular product and client expertise in global custody services, institutional trust, and asset management. He began his career with Union Bank in 1989, consistently achieved success in business development, dramatically expanded the mutual fund custody client segment through external channel development, and acted as the business line industry expert at client conferences and events, Kevin has a B. A. from Gonzaga University and has earned his Certified Securities Operations Professional (CSOP) designation from the ABA. • August 2, 2012: Susana Ryan, Director, was appointed as Market Segment Manager for our Global Custody Services Corporate & Institutional client market segments. Susana brings more than 25 years experience in the custody, retirement trust, and asset management financial services industry and is highly respected by colleagues and clients for her dedication to high quality service delivery as well as providing innovative product solutions. She joined Union Bank in 2007, delivered strong results in her custody and trust services marketing/sales efforts, and built outstanding alliances and relationships across the organization. Susana has a B. A. from Loyola Marymount University and has earned her Certified Retirement Services Professional (CRSP) designation from the ABA. • 2013: Union Bank acquired First Bank Association Bank Services-- expanding its capabilities to provide banking services nationwide to homeowners association management companies. This follows the earlier acquisitions of Klik Technologies Corporation in 2011 and Smartstreet in 2012, both market leaders in their respective industries. ® 2013: Union Bank acquired PB Capital Corporation's institutional commercial real estate lending portfolio to expand national properties and capabilities. 53 A member of 0LJFG, a global financial group ©2044 MifsuNshl UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name Is a service marc; of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission. Member FIDIC. Exhibit B Page 4 of 35 ,CO3 MUFG « July 1, 2013: Ranjana Clark was appointed manager of Transaction Banking to replace JoAnn Bourne, who retired after over 32 years of services to the bank. Transaction Banking is composed of several businesses: Corporate and Institutional Treasury Services, Commercial Treasury Services, eCommerce, Commercial Product Management, and Global Trust Services. Ranjana has more than 25 years of extensive experience in the financial services, payments, .and technology businesses, including leadership positions at PayPal, Western Union, Wachovia, Wells Fargo, and Deutsche Bank. Ranjana earned an MBA with an emphasis in Finance from the Fuqua School at Duke university, an MBA with a focus on Marketing from the Indian Institute of Management, Ahmedabad, and a Bachelor of Arts from the University of Delhi. In 2013, she has been recognized as one of The Most Influential Women in Payments by PaymentsSource and Bank Technology News, and one of Silicon Valley's Women of influence. This follows her repeated recognition over the years as one of the most important people in payments and banking by US Banker and Treasury & Risk Management. In addition, Ranjana became a member of Union Bank's Executive Committee immediately upon joining, e July 1, 2014: The Bank's ultimate parent company, Mitsubishi UFJ Financial Group, Inc. (MUFG), integrated The Bank of Tokyo -Mitsubishi UFJ (BTMU) U.S. branch banking operations with Union Bank, N.A., and now operates the combined U.S, banking operations under the name MUFG Union Bank, N.A. All of BTMU's Americas banking activities, including the unified U.S. organization, are overseen by MUFG Americas Holdings Corporation (formerly UnionBanCal Corporation). The combined bank's leadership is bi-coastal; retail, wealth, commercial banking and transaction banking leaders remain on the West Coast, while corporate and investment banking leaders are based in New York, ➢ Describe your 'frust/Custody department's long-term strategy for business and personnel development. The Bank's long-term strategy for continued growth includes adding new locations and staff to introduce potential clients to our products based on a wide range of capabilities, quality service, and experienced personnel. To meet our goals, we are continually investing in the business as well as evaluating potential acquisitions that will strengthen our position in the marketplace and expand our service offerings. The Global Trust Services division has been identified by senior management as a strategic growth business and the Bank invests significant resources that are required for continued growth and success as well as to maintain the quality our clients expect.. sa A member of MUFG, a global tinariclal group W014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Flnanc€al Group, Inc., and is used by MUFG Union Bank, N.A,, with permission. Member FMC, Exhibit B Page 5 of 35 C?3 MUFG In addition, Union Bank actively encourages training programs for personnel development in several ways: m Centralized Corporate Training Department This department provides workshops in general banking and trust -related courses, sales, management, leadership, and systems. We also maintain a library of over 4010 video and desk -top training programs that all employees can access. • Outside Training Programs Many of our employees attend classes at the Cannon School of Banking, and are enrolled in other programs as well, such as financial analysis, and others. The Bank offers an education assistance program that reimburses employees for professional degrees and certificates. • Formal Training Coals As part of the employee performance evaluation, training objectives are identified for employees and included as part of their performance objectives on an individual basis. All internal and external employee training is formally monitored through a quarterly division -wide training report. ■ Global Custody Services maintains an extensive set of policies and procedures for all aspects of account administration. Subject certifications, staff meetings and communications provide procedural discussions and training, The scope of the policies and procedures and training sessions include but are not limited to topics such as: ■ New Employee Orientation ■ Regulatory (such as Money Laundering, CIFAC, Wire transfer rules, etc.) ■ Timekeeping requirements ■ Information security ■ Operational/procedural - Securities Processing, Reporting Retrieval, Cash Processing, Trade Order Entry System; Receipts, Deliveries and Transfers, Third Party System Access, Corporate Action Processing System, SMAC Overview ■ All staff members are required to review, follow and comply with the Bank and Global Custody policies and procedures, Ongoing account reviews, internal audits and annual star reviews are an integral process to ensuring compliance with all Hank policies and procedures as well as meeting regulatory requirements. a Global Trust Services Risk Management Group This internal oversight unit ensures that daily processing, controls, and regulatory requirements are adhered to. 55 A member of MUFG, a global financial group ©2014 Mitsubishi UFJ Financial Group, Inc. All rights reserved, The MUFG Sogo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and Is used by MUFG Union Bank, NA,, with permissfon. Member FDIC, Exhibit B Page 6 of 35 00 MUFG • Member of all Major Industry Trade Organizations and user Croups Relationship ivIanagers and Senior Account Administrators regularly attend conventions, seminars, and user group meetings to remain current on best practices and industry trends. ➢ Discuss the financial stability of your firm. Please provide the most recent audited financial statements or annual report for the firm (a reference to electronic availability will suffice). Also include the firm's most current Standard & Poos's, Moody's and or Fitch credit ratings, where. available, The financial stability of our firm is summarized in the following highlights from our fourth quarter 2014 "Financial update": • We continue to be strongly capitalized compared to our peers. Our tangible common equity ratio and Tier 1 risk-based capital ratio exceeded peer averages at December 31, 2014. All of our regulatory capital ratios exceed the "well capitalized" thresholds. In addition, we have a very high-quality capital mix, comprised mostly of common equity, • our asset quality continues to be strong relative to our peers, • MUFG Union Bank, N.A.', has solid investment grade credit ratings at each of the three major rating agencies, 1Effective 07/01/2014 Union Bank, N.A.'s legal name changed to MUFG Union Bank, N.A. and UnionBanCal Corporation's legal name changed to MUFG Americas Holdings Corporation. Please refer to Tab T — Financial Statement and Ratings for additional information. Define your firm's fiduciary responsibility and describe how your firm maintains its independence. When acting purely as custodian, we typically do not consider ourselves a fiduciary. Though we will perform the ministerial and administrative functions as described in our Custody Agreement, we will have no power to make decisions regarding any policy or procedure to the account. However, although not required by law, we employ the fiduciary standards of OCC Regulation 9 to all our custody accounts. As specified in Regulation 9, all investments under our custody administration are segregated from the general assets of the Bank, In addition, all investments in each account are place in the joint custody or control of not less than two officers or employees designated for that purpose by the Board of Directors of the Bank. Depending on the type of activity that requires the movement of securities, there are at minimum two individuals in each of our administration and securities operation areas that review the .client direction and account holdings as well as instructions from receiving counterparty prior to actual release of securities. 56 A member of MUFG, a global gnanckal group 02094 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG Togo and name is a service marc of Mitsubishi UFJ Financial Group, Inc,, and ]s used by MUFG Union Bank, N.A., with permission. Member FDIC, Exhibit B Page 7 of 35 00 MUFG ,o Describe your firm's commitment to service quality and customer services. Does your firm have a quality management program? How do you measure customer satisfaction? Union Bank is firmly committed to service quality and has built its reputation on delivering the highest level of customer service in the market, supported by nearly 200 Global Trust Services professionals. As part of our relationship management structure, union Bank has established key indicators for both productivity and accuracy for all operational areas under a service agreement with the business managers and based on the functional expectations for the manager or each area. The agreement is a formal document that is distributed to senior managers and monitored by the Quality Control and Compliance area. The custody controls area is responsible for the issuance of the monthly report. Manager and staff performance evaluations are tied to the results of the service indicators results. In addition, there are qualitative measurements that impact the performance evaluation of our professional staff. For operational areas, judgment and problem resolutions are key indicators of our professional staff's ability to ensure top performance and risk controls. For client service staff, the judgment and problem resolution must be matched by their ability to understand and communicate issues to clients and investment advisors. An annual account review is also conducted, both in client service and operations. This provides a second opportunity for clients to formally rate our services during each calendar year and to discuss any service issued with regard to the account. Procedural changes are also reviewed and approved at. the meetings together with sub -agent performance. Investment Managers are also included in our relationship management plans with formal visits planned by relationship managers and the department manager to ensure that they retain high satisfaction with our services. ➢ Describe briefly what you feel sets your firm apart from other trust/custody service providers. We believe the following differentiates Union Bank from other service providers: Strenath and Stability (as of December 31, 2014): ® We continue to be strongly capitalized compared to our peers. Our tangible common equity ratio and Tier 1 risk-based capital ratio exceeded peer averages at December 31, 2014. All of our regulatory capital ratios exceed the "well capitalized" thresholds. In addition, we have a very high-quality capital mix, comprised mostly of common equity. We have solid investment grade credit ratings at each of the three major rating agencies. * Our asset quality continues to be strong relative to our peers. 57 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Financial Group, inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank. N.A., with permission. Member FEAC. Exhibit B Page 8 of 35 Service; Union Bank has built its reputation on delivering the highest level of service in the market, supported by nearly 200 Global Trust Services professionals. Our commitment to the highest quality of service is demonstrated by our: • Successful track record working with diverse clients with unique service requirements and challenges. • Capacity and technology to manage diverse clients with a high level of customer service. • Commitment to future growth and investment to serve our clients regardless of economic conditions. • Knowledgeable professionals working in a "client first" corporate culture. Senior Managers average 25 years in the industry and senior trust staff members average 15 years of industry experience. We provide reliable support and access to knowledgeable people who give our clients fast, effective solutions to their service requirements. We provide clients with a team of front-line professionals to manage each component of our full-service program. This team includes: senior relationship managers, administrators, operations, technology, accounting, investment, and other specialists. Experience: Union Bank has provided trust and custody services for nearly a century and we have $254.9 billion in trust and custody assets, including $103.1 billion in debt outstanding for Corporate Trust clients, We provide a full range of integrated services to our clients, including asset management, trust, global and domestic custody for both institutional and individual investors, Commitment: Global Trust Services has been identified by senior management as a strategic growth business and the Bank invests significant resources that are required for continued growth and success, Over the years, our investment in systems and human resources demonstrates our commitment to achieving the high standard of service quality that our clients expect. Examples include substantial investments in Online Trust & Custody, our web based account access system, and enhanced processing and reporting features. Our business plan includes strategies to maintain and grow our existing book of business by continuing to provide the highest level of service and through continued development of our products, and the introduction of new services. To meet our goals, we are continually investing in the business as well as evaluating potential acquisitions that will strengthen our position in the marketplace and expand our service offerings. 58 A member of MUl G, a global financial group 02094 M€tsubishl UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission, Member FDIC. Exhibit B Page 9 of 35 z Tab C—General and Administration Information Please indicate the following information in this section: A How many accounts are assigned to each primary client contact officer on average? The number of clients assigned to each primary contact officer varies. Each client is assigned to a specialized team with expertise in the client's market segment, and each team member services a varying number of clients according to the size and complexity of each client. For example, a relationship that has multiple products and a more complex investment and servicing profile will require more dedicated attention and therefore tete administrative team dedicated to this client could be focused exclusively on this client. By contrast, a custody client with very basic servicing needs and access to our online tools would require less attention thereby freeing up our administrative team to add more relationships for efficient coverage, When Union Bank assesses new business during the proposal process and during the implementation process, we are best able to determine the servicing needs of the specific client and based on our client service rankings, our clients feel strongly we are executing this effectively and efficiently. Identify the client service officer and account administration team that would support the City. Please include biographies and years of experience for client support person(s). Also list the location and hour of service for client support person(s), The City service team is located in our West Coast office and will be available from 7:00 am — 5:00 pm. The team includes the following members: Elena Aguba is a Relationship Services Specialist for the Government and Public Agency Market Segment and will be your Daily Contact; She has over 10 years of experience with Union Bank in Trust Operations and administration in addition to over three years experience as a liaison between mutual fund companies and Bank of New York servicing department concerning the bank's capacity as custodian. Elena is responsible for day- to-day activities on various municipalities and public agency accounts. April Beauchamp is a Vice President and Senior Relationship Manager for Global Custody Services and is your Primary Contact. April has been with Union Bank for 14 years in Global Custody Services beginning in the Securities lending department that averaged $20-$30 billion in lendable assets across both foreign and domestic equity and fixed income assets. She graduated from University of California, Santa Barbara and holds a B.A. in Political Science. Christina Ledendecker is a Vice President and Senior Relationship Manager for Global Custody Services. Christina is responsible for consulting with clients on institutional custody products and services. She has in-depth experience in transitioning and servicing large client relationships for the bank, especially those with complex government and public agency portfolios. Christina joined Union Bank in July of 1989 and has over 25 years of experience in the securities industry. She graduated from 59 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Financial Group, Inc -All rights reserved. The MUFG logo and name fs a service mark of Mitsubishi UFJ Financial Group, Inc., and Is used by MUFG Union Bank, N.A., with permission. Member FDIC, Exhibit B Page 10 of 35 00 MUFG California State University, Fullerton and holds a BS in International Business. Christina is fluent in Spanish. Susana Rivera Ryan is a Vice President and Business Unit Manager for Global Custody Services. She brings more than 25 years of experience in the custody, retirement trust, and asset management financial services industry and is highly respected by colleagues and clients for her dedication to high quality service delivery as well as providing innovative product solutions. She has been with Union Bank since 2007, delivered strong results in her custody and trust services marketing//sales efforts, and has built outstanding alliances and relationships across the organization. Susana has a B. A. from Loyola Marymount University and has earned her Certified Retirement Services Professional (CRSP) designation from the ABA. ➢ What was your firm's custodial client turnover (gains and losses) in the past three years? The following tables show a breakdown of clients gained and lost 203.3.-203.3: 2013** 45. 1,749 1.16 2012 100:: 2.809 1 72 2€111 527,028 3.51 *Reflects number of custody accounts won rather than client relationships. Clients may have multiple accounts. ** 2014 Statistics were not available at the time of production. ➢ Describe any litigation, legal proceeding or investigation in the last three (3) years by a regulatory agency that involved your Trust/Custody Department or its officers. Union Bank has not been subject to any litigation, legal proceeding or investigation in the last three (3) years by a regulatory agency that involved our Trust/Custody Department or its officers. A Describe your disaster recovery pian including backup capabilities and procedures. Global Trust Services Division Business Resumption fContinaency Planning Each business line within Union Bank's Global Trust Services, including Global Custody and Corporate Trust, has a Business Resumption Contingency Plan that is specific to the business line. All plans are updated and distributed to the Business Unit Managers and their delegated Business Resumption Coordinators annually. Tests of all plans are performed on a periodic basis, including business resumption scenarios and exercises conducted in conjunction with bank -wide plans. In the case of a disaster or another event interrupting operations, specific alternate sites have been identified and documented in the plan depending upon the business line and the location and extent of the disaster or other event. Each business line's plan is integrated into the Bank's overall Business Resumption Plan, with analysis performed at a bank level to prevent any conflict in the availability of alternate sites and resources. A member of MVFG, a g€obal finanaiat group 612014 Mitsubishi UFJ Flnancltal Group, Inc. All rights reserved. The MUFG logo and name Is a sell n mark of Mltsubishi UFJ Flnanclal Group, Inc„ and is used by MUFG Union Hank, N.A., MM permission. Member FOIL, Exhibit B Page 11 of 35 The Global Trust Services Division maintains a recovery facility service center for its specific business lines. This facility is remote from the primary production facility for these lines of business. Each alternate location is redundant and network -vendor diverse, providing backup capabilities including computer, telecommunications and environmental infrastructure, which can be activated once a disastrous event has been declared. Division staff' can either physically relocate to the alternate site or access the alternate site from the primary production facility if the disastrous event does not render the site unusable. Business recovery to these facilities is managed and tested separately from other Union Bank recovery services. Some operations of the Division, such as the SEI and SEI Global 3000 -trust accounting system recover to a vendor -supported site in another state. Where vendor -supported recovery is utilized as part of the Bank's recovery plan, Union Bank reviews the vendor's disaster recovery strategies annually and participates in testing of the vendor's recovery plan. Business line recovery timeframes will depend on the severity and scope of the event requiring contingency plan implementation. Therefore, recovery timeframes cannot be provided in specific terms. Generally, critical processing functions such as cash wire and foreign exchange transaction processing can be recovered within 24 hours. Should the extent of a disastrous event cause the need to relocate staff to the backup processing centers, it is expected, but not guaranteed, that trade -processing functions would be recovered 80% within 24 hours. In the event that the Global Trust Services Division implements its business resumption/contingency recovery program, Union Bank personnel will contact customers and provide further instructions. ➢ List all insurance coverage relevant to custody functions, indicate the type and the amount. We carry the following insurance: Carrier: National Union Fire insurance Company Term: June 30, 2014 through June 30, 2015 Coverage: Financial Institution Bond (including computer crime) Limit: $15 million Carrier: Chartis Specialty Insurance Company Term: June 30, 2014 through June 30, 2015 Coverage: Bankers Professional Liability Limit: $15 million primary coverage 61 A member of MUFG, a giobat financial group 02014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, inc., and is used by MUFG Union Bank, N.A, with permissfon. Member FDIC, Exhibit B Page 12 of 35 OMUFG Tab D — References Provide contact information (name, address, telephone number and e-mail address) of three (3) references for trust custody services of similar size. Shelley Piech Kelley Williams, CCMT Assistant Treasurer -Tax Collector Deputy City Treasurer Tuolumne County City of Whittier 2 S. Green St Address: 13230 Penn Street Sonora, CA 95370 Whittier CA, 90502 Phone: 209-533-5969 Phone: 562-567-9866 Email: s ie�h. c .t�tcai rrrtne.ca, rs Email: lc illia€ s cit of+ hittier.or Georgina Carbajal Deputy Treasurer l San Diego Unified Port District (Park of San � Diego) 3165 Pacific Highway San Diego, CA 92101 Phone: 619-686-6519 Email: ri crrdi .:r 62 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission. Member FDIC, Exhibit B Page 13 of 35 CO3 MUFG Tab E— Investment Reconciliation Process Please describe the following in this section: What information delivery system do you offer to investment' managers? bo managers have on-line access to portfolio data? Investment managers have online access portfolio data through Online Trust & Custody, our real time Internet -based third -party access system. We also have a number of file Interfaces designed for specific portfolio management systems that are sent to the investment managers. These files generally have holding and transaction information that allows managers to electronically compare their records to the Bank's and do an automated reconciliation. We also provide copies of periodic statements to investment managers as needed. A How do investment managers communicate trade instructions to your firm for settlement? Please include instruction deadlines. There are a number of different ways that managers can communicate trade data to Union Bank. In addition to the industry standard methods of trade communication, we also offer flexible alternatives that managers can select that best fits their organizations' operational structure. Investment managers who have DTC access generally self -affirm trades which are then routed to the Bank. For those managers who have direct or indirect access =via their portfolio management systems) to SWIFT, the Bank accepts instructions via SWIFT. Union Bank also has interfaces to a number of industry leading portfolio management systems that the managers use to send their trade data electronically. For those managers that use systems where a standard interface is not in place, we can accept trade files extracted from these systems or an Excel file, Union Bank also offers trade order entry through its Online Trust and Custody system, including submissions of same day trades regardless of security class. Those managers wishing to not use any of these methods can submit trade instructions via facsimile. Our daily deadlines are as follows: ® Outgoing checks o Outgoing wire transfers o Incoming wire transfers W DTC trades + Fed trades • Mutual Funds • Money Market/Sweeps • Same Day Trades 1:00 p,m, Pacific Tune/4:00 p,m. Eastern Time 2:00 p,m. Pacific Time/5:00 p.m. Eastern Time 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time 11:30 a,m. Pacific Time/2:30 p.m. Eastern Time 11:30 a.m. Pacific Time/2:30 p.m. Eastern Time Varies according to fund deadlines One -Half hour prior to fund deadlines 11:00 a.m. Pacific Time/2:00p.m. Eastern Time Any instructions received after the deadline may be processed on on exception basis. 63 A member of MUFG, a global financial group X12014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name Is a service mark of Mitsubishi UF.t Financial Group, Inc., and is used oy MUFG Union Bar kK N.R, with permission. Member FDIC. Exhibit B Page 14 of 35 MUFG A Does your firm have a separate investment manager liaison group that handles the reconciliation process? If so, please describe the structure of the group and hove it communicates with the accounting group. If not, describe how investment manager relationships are handled. The assigned client service team also interacts with the client's investment managers, We feel that this structure provides better overall service because the client service team understands and is involved in all facets of the service delivery. This is also in keeping with our philosophy of single point of contact for our client service model. Specifically for investment managers, during conversion planning procedures are established with each investment manager for trade communication, and processes to notify them of trade statuses and cash balances, This is typically done online or through regular transaction reports. Most security transactions are automatically submitted to the Bank by the investment managers online through the DTC trade submission and affirmation system, via SWIFT, or through electronic trade files through their portfolio management systems. We are also able to establish online capabilities with investment managers to submit all trades regardless of security class including same day trades, Those managers wishing not to be online can submit trade instructions via facsimile. Account balances, holdings, transactions, etc. are available to investment managers online, real time through Online Trust & Custody, our Internet -based third -party access system. We also have a number of file interfaces designed for specific portfolio management systems that are sent to the investment managers. These files generally have holding and transaction information that allows managers to electronically compare their records to the Bank's and do an automated reconciliation. We also provide copies of periodic statements to investment managers as needed. Mutual fund orders are submitted via our Trade Order Entry system manually. These are executed with the respective fund companies on the date of entry if submitted by 12:45 PST and settled in the client's account on trade date plus one. Mutual fund positions on our trust accounting system are reconciled with the funds at least weekly. Describe the role your firm plays in the investment manager reconciliation process, What specific procedures are performed on the reconciliation prepared by managers? Do you formally reconcile your records with those of the investment managers? Describe the process and frequency of reconciliation, tics you reconcile and research pricing and market value differences with the investment managers? Generally investment managers choose to perform the reconciliation of transaction and holdings with custodian records. As requested by the investment manager, we can provide an electronic feed of transactions and holdings to the client's investment managers for their reconciliation.. We interface with a number of different portfolio management systems and have standard built-in formats. 64 A member of MUFG, a glomal financial group 02814 Mitsubishi UFJ Financial Group, Inc, All rights reserved. The MUFG logo and name Is a service mark of Mits;Wshl UFJ Finanoia# Group, Inc, and is used by MUFG Union Bank, NA., with permission, Member FDIC, Exhibit B Page 15 of 35 C� ,) MUfG If there are discrepancies, we will work with the client and/or its managers to resolve them. Upon request, we can provide an exception report based on a comparison between our records and files provided by the investment managers. There may be additional fees for this service. ➢ Does your firth monitor tolerance levels for pricing discrepancies with investment managers? How are pricing challenges resolved? While we do not reconcile our records to those of the investment manager, if there are. differences we will work with the investment manager to resolve them. We keep a record of disputes in our files and attempt to resolve them within 48 hours. If further research is required to resolve differences we will notify you. if we are responsible for trading errors resulting in a loss to the account, we will make the account whole. ➢ Please comment on follow-up procedures for discrepancies identified during the reconciliation process. Our problem resolution process requires that any inquiry be responded to either with a resolution or with a reasonable status within 24 hours. If a situation requires escalation, our staff will escalate to the senior relationship manager, who monitors the progress of the inquiry or issue. if a client does not feel the senior relationship manager is effectively managing the process, it can be escalated to the manager of Global Custody. Relationship managers are responsible for reporting larger issues to the group manager. A How are reconciling items communicated to the client? The assigned client service team communicates reconciling items to the client per the client's instructions, Upon request, we can provide an exception report based on a comparison between our records and files provided by the investment managers. There may be additional fees for this service. ➢ Do you have specific client services accounting staff with the responsibility of reconciling exception items between you and the investment managers? The assigned client service: team will work with the investment manager to resolve any exception items. If a situation requires escalation, our staff will escalate to the senior relationship manager, who monitors the progress of the inquiry or issue. 65 A member of MLIFG, a global financial group 92094 Mltsubishi UFJ Financiat Group, Inc. All rights reserved, The MU FG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission. Member FDIC. Exhibit B Page 16 of 35 Tab. F — Accounting and Reporting Please describe the following in this section: ➢ Provide a description of your accounting system. Union Bank utilizes a proprietary relational database for the accounting and reporting of U.S. domestic assets and a private label multi -currency platform for global portfolios. The flow chart below illustrates our platform's primary services and structures: Trust Technology Platar CUSTOM PROGRAMMING MUTUAL PUNA TRADING REPORTS STATEMENTS PERFORMANCE ANALY77CS SYSTEMS INTERFACE Our USIJ accounting and reporting platform is supported by an industry leading solution. Significant resources are devoted to research and development, which includes software and hardware upgrades for new product offerings. Through this system, all of our accounting options are delivered to our clients, including: Full trade date/settlement date accounting Cash/accrual basis accounting Amortization/accretion of premiums and/or discounts r Realized gains reported by FIFO, LIFO, highest, lowest, minimize gain, maximize gain, or on average cost basis « Access to performance measurement reporting available through SmartPort (Clearwater Analytics) 66 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Financial Group, Inc, All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Finsncial Group, Inc., and is used by MUFG Union Hank, N.A., with permission. Member FDIC. Exhibit B Page 17 of 35 C83 MF Multi -currency accounting and reporting is available through the Global Custody Workbench, which provides reports at country, industry, and security levels. Reports are available for each manager's portfolios as well as consolidated for a broader relationship, as applicable. Global Custody Workbench has the capacity to report in the local currency and to translate to any base currency. Clients may access account information and data through a single sign -on to the Union Bank Online Business Center. Our trust technology environment is supported by dedicated systems and operations professionals that maintain this highly scalable processing infrastructure to deliver flexible and customized solutions to our clients. ➢ Describe your procedures for ensuring that all interest and dividends for the City's portfolio are paid. Sweep interest is credited on the first business day of each month. For all other securities, the Bank generally pays Interest and dividend income on the asset's payable date. There are exceptions to this for assets where factors are not available on payable date, such as non-negotiable CDs or non -marketable assets such as limited partnerships and closely held securities. Funds are available for investment the same day the income is posted to the account. ➢ Provide a schedule of all accounting reports available in your custody system and include samples. How often are such reports produced? Standard reporting periods include monthly, quarterly, and annual reporting, as well as Interval accounting for clients that do not use standard quarterly reporting. We offer a number of different statement packages to our clients that they can choose from which include simple cash statements, fully accrued packages and multi -currency statements, Our cash statements include: • Account Summary - Features beginning and ending market values for the period as weli as estimated income • Income Portfolio Summary - Provides a consolidated overview of dividend and interest holdings as of the end of the period • Principal Portfolio Summary - Consolidates your portfolio by asset class • . Cash Transaction Summary - Provides an overview of cash transactions during the period • Asset Detail - Includes assets held in the income and principal portfolios • Transaction Detail - Reports each transaction by type of activity We also have comprehensive reporting capabilities including optional trade date/accrual or settlement date/cash accounting In a multi -currency accounting environment 67 A member of MUFG, a global financial group CU�2014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Finanolal Group, Inc., and Is used by MLJPG Union Bank, N.A., with permisslon. Member FDIC. Exhibit B Page 18 of 35 CO3 MUFG In addition the following standard reports are available through our online system: a Asset Allocation • Holdings — Including Tax Lot Reporting • Transaction History • Gain/Loss Information —both unrealized and realized • Online Account Statements Anticipated Cash • Pending Transactions b Customized Reports and Downloads Additionally, we offer custom interface programs for data reconcilement and other purposes at the required frequency and based on the client's requirements. We can provide reports by plan, asset class, manager, etc. > How soon after accounting periods are fully audited reports available? Can you provide daily pricing and related portfolio Folding report? Depending on client needs and types of assets in the account, cash -based statements are available online one to three business days after the period end. Statements are also available through Online Trust & Custody (OTC), and on CD. 1099s are produced and mailed following regulatory guidelines. Daily pricing and holdings reports are available through OTC. > What steps are taken to ensure the accuracy of client reports? Who is responsible for ensuring accuracy? What controls are built into the process? What is the turnaround time for correcting errors? The internal quality control functions at Union Bank are extremely comprehensive. All operating processes in Global Trust Services are documented in centrally maintained procedures which include detailed workflows and supporting information. We also have a training department devoted exclusively to trust and custody procedural issues. Ongoing transaction and asset listing quality is maintained by several checks and balances. Assets, processing characteristics and account information are initially established using models and accuracy is further established by comparing asset profiles to two outside sources. Asset transactions and positions are balanced daily between the Bank and the respective depositories. Income postings are balanced and variances resolved daily. Disbursements require review and authorization by two independent individuals before they are processed. In addition, periodic reconciliation of holdings provides additional controls. 68 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Fnancial Group, Inc. All rights reserved. The Mt1FG loge and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MtUFG Union Bank, N.A:, with permission. Member FDIC. Exhibit B Page 19 of 35 Ce]) MUFG As a national bank, we operate under the strict guidelines of the Office of the Comptroller of the Currency and are regularly audited by them. Union Bank has a continuing monitoring process and key activities of all groups are monitored at least quarterly by the Bank's internal Audit Department. Any deficiencies are noted and reported tothe Bank's Hoard of Directors. In addition, Internal Audit has dedicated trust auditors completing "continuous audits" and issuing reports throughout the year on various departments/activities. Finally, our independent outside auditor performs an annual audit and produces a SSAE 16 report. Bank operating procedures are also examined regularly by our internal audit department, our external auditors during their SSAE 16 audit, and the Office of the Comptroller of the Currency (OCC). All cash and marketable securities held for clients within Institutional Services are segregated from the general assets of the Bank and governed by Regulation 9 of the OCC. All book -entry eligible securities, as well as physical securities held at our agent, are processed with depositories and all securities are held in nominee name. All trust accounting records are maintained on our trust accounting system. In addition, all investments in each account are placed in the joint custody or control of not less than two officers or employees designated for that purpose by the Board of Directors of the Bank. Depending on the type of activity that requires the movement of securities, there are at minimum two individuals in each of our administration and securities operations areas that review the client direction and account holdings as well as instructions from the receiving counterparty prior to actual release of securities. Assets are categorized by specific codes that denote depository location and registration. There are numerous interfaces between the system, various vendors and the depositories that enable us to process information in an accurate and efficient manner, We also utilize a number of software applications which enable us to balance our respective cash and security positions by location. All cash and securities activity is reconciled on a daily basis. In addition, all securities positions are reconciled weekly, A Do you have the ability to provide all accounting report on-line through your custodians portal? Yes, we offer online account access through the Internet with our Web -based account access system, Online Trust & Custody (OTC). > Describe your data retention policy. The Bank has very detailed policies and procedures surrounding the control over the creation, distribution, use, retention, storage, retrieval, protection, preservation, and final disposition of its records regardless of format or media, in a manner that is consistent with applicable laws, regulations, and operational needs. The process of producing records may vary depending on record type and term of the period. 69 A member of MUFG, a global financial group 9*01 Q MitsubWil UFJ Flnannlal Group. Inc. All rights reserved. The MUFG logo and name Is a service mark of Mitsubisbi UFJ Financial Group, Inc„ and is used by MUFG Union Hank, N.A., with permission. Member FDIC, Exhibit B Page 20 of 35 C�3 MUFG Is there any special hardware and software required to use your online service? If yes, please specify, if your system Is a web- based, what web -browser version does your system cawt"rate, with? There is no special hardware or software necessary to use our online service. OTC may be accessed through any PC with secured Internet access. To access your account, you must use a browser with 128 -bit or higher encryption and Secure Sockets Layer (SSC} 3.0. If your browser does not support these technologies, you will not be able to sign on. For your protection: We use 128 -bit encryption to protect your online session. This scrambles the information exchanged online so others cannot monitor your banking information, We secure your personal information. ® Our online system verifies that the information you sent was not altered during the transfer. a We use SSC 3.4 to prevent encrypted online banking session information from being written on your hard drive, so others cannot view account data on your computer. > Please describe your on-line capabilities for accounting and reporting information. What type of reports can be generated? Can the client download the data to create custom reports? What is your practice in creating custom reports for clients and related cast? We offer online account access through the Internet with our Web -based account access systems, Online Trust & Custody (OTC). Information on domestic holdings and activities in U.S, dollars can be consolidated through OTC. This account information management service is online, real-time and can be accessed 24 .hours a day, 7 days a week. It features advanced security and access to essential account information including: ® Asset Allocation s Cash Projection Reports Corporate Actions Customized reports. and downloads Failed Trades ® Gain/loss information — both unrealized and realized ® Holdings — including tax lot reporting and locations • Mutual Fund trading ® Online account statements — with option to elect paper or electronic delivery s Summary of account market values s Transaction history — including pending trades ® User tools and resources m Corporate Action Notifications 7C1 A member of MUFG, a glottal iinaiiciai group 02014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a servioe mark of Mitsubishi UFJ Financtai Group, lac.; and is used by MUFG Union Bank, N.A., with permission. Member FDIC. Exhibit B Page 21 of 35 CO3 MUFG OTC offers standard reports, as well as custom, user -defined reports. You can conveniently find the standard report you need by reviewing a list of standard reports available, such as Holdings, Anticipated Cash, Asset Allocation, etc. The system permits you to customize how you view, print, or download reports based on your preferences. Then you may save the search options, column sections, and display order you have chosen for future use. Data can be easily downloaded into multiple formats including Microsoft Excel, Adobe Acrobat, and CSV. Customized reports are available on request. In general, there are no additional charges for customized reports, assuming no extensive programming or formatting is required. A dedicated technical staff supports OTC and representatives are available to assist you through our toll-free User Support Line during regular business hours. To view OTC, please visit our website at https://www.unionbank.corn/onlinetrustandcustody and click on (inline Trust and Custody Demo. A How current is the on-line information? Is it real-time (access trade information as it changes throughout the day) or batch processed (data is updated each night)? How long is information available on the system? is this daily or monthly information? Online Trust & Custody is a "real-time" system and is available 24 hours per day, 7 days per week. Our system maintains 16 months of historical data. History from prior to 16 months is maintained by the Bank and is available upon request. What provisions are made for training clients in the use of the systems? While Online Trust & Custody is user-friendly and easily navigated, our Client Services Team will review the system with your staff to explain all features, services and reports and to make sure staff is comfortable using it. The Client Services Team is always available to assist your staff with any questions they may have. In addition, daily support for the online system is available through our toll- free user support line and toll-free fax line between 7:00 a.m. and 5:00 p,m. Pa.cific Time. 71 A member of MUFG, s global iinsncial group ©2014 Mitsubishl UFJ Financial Group, Inc. All rights received. The MUFG logo and name is a service mark of Mftsublshi UFJ Flnanalat Group, Inc., and ]s used by MU FG Unlor Bank, N.A., with permission. Member FDIC: Exhibit B Page 22 of 35 C63 MUFG Tab G Asset Safekeeping Please describe the following in this section: > Describe your depository memberships (i.e., DTC, FRB) and the services you use at these depositories. Describe your system for registration and custody of assets. Union Bank is a member of the following central depositories: Federal Reserve Bank U.S. Treasury & Agency The Depository Trust Company Corporate Bonds, Stocks, Municipal Bonds Eurociear Foreign Bonds & Stocks We have electronic communications established with the depositories and settle electronically each day, We reconcile cash and securities with each depository daily. In the United States, the vast majority of securities are held in book -entry form in national securities depositories, Transfer of ownership between the custodian bank and the client's counterparty is affected at the time of the delivery within the depository. In such an environment the custodian bank keeps track of individual client positions on its own securities processing system. In a few cases physical certificates are still used to reflect client ownership. As soon as securities are received from the counterparty to the trade the bank sends the securities to the transfer agent to be re -registered into the bank's nominee. The newly issued certificates are then kept under dual custody in a bank vault. Discuss the level of automation of your security transaction processing system. Our SWIFT environment is fully automated. Union Bank has its own BIC; therefore all messages are received at the Bank and then routed to the correct target system. The SWIFT gateway at the Bank is part of the "GFT" system and therefore has the highest degree of standby procedures. Because we follow ISITC standards on our SEI system we do not have customized options with clients, since the intent of ISTIC is to have a standardized approach. ➢ How and where are physical settlements transacted? For the rare instances in which physical certificates are employed, we instruct Depository Trust Company by secure communications network of the exact securities to be received and the corresponding dollar amount to be paid to the counterparty. Once the securities have been examined and accepted by our agent they are sent to a transfer agent for registration into a nominee. Upon return from the transfer agent the certificates are placed in a secure, fireproof vault. Physical securities are always handled in a dual custody environment by bonded employees as required by CaCC Regulation 9. All securities held in this vault are subject to periodic vault counts. The Bank maintains appropriate insurance coverage over the securities while in transit and also during the period that the securities are in our vault. 72 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission, Member FDIC, Exhibit B Page 23 of 35 C0} MUFG What procedures are in place to erasure the accuracy in your custody and clearing area? The internal quality control functions at Union Bank are extremely comprehensive. All operating processes in Global Trust Services are documented in centrally maintained procedures which include detailed workflows and supporting information. We also have a training department devoted exclusively to trust and custody procedural issues. Ongoing transaction and asset listing quality is maintained by several checks and balances, Assets, processing characteristics and account information are initially established using models and accuracy is further established by comparing asset profiles to two outside sources. Asset transactions and positions are balanced daily between the Bank and the respective depositories. Income postings are balanced and variances resolved daily. Disbursements require review and authorization by two independent individuals before they are processed. In addition, periodic reconciliation of holdings provides additional controls. As a national bank, we operate under the strict guidelines of the Office of the Comptroller of Currency and are regularly audited by them. Union Bank has a continuing monitoring process and key activities of all groups are monitored at least quarterly by the Bank's internal Audit Department. Any deficiencies are noted and reported to the Bank's Board of Directors. In addition, internal Audit has dedicated trust auditors completing "continuous audits" and issuing reports throughout the year on various departments/activities. Finally, our independent outside auditor performs an annual audit and produces a SSAE 16 report. Bank operating procedures arealso examined regularly by our internal audit department, our external auditors during their SSAE 16 audit, and the Office of the Comptroller of the Currency (OCC). All cash and marketable securities held for clients within Institutional Services are segregated from the general assets of the Bank and governed by Regulation 9 of the OCC. All book -entry eligible securities, as well as physical securities held at our agent, are processed with depositories and all securities are held in nominee name, All trust accounting records are maintained on our trust accounting system. In addition, all investments in each account are placed in the joint custody or control of not less than two officers or employees designated for that purpose by the Board of Directors of the Bank. Depending on the type of activity that requires the movement of securities, there are at minimum two individuals in each of our administration and securities operations areas that review the client direction and account holdings as well as instructions from the receiving counterparty prior to actual release of securities. Assets are "categorized by specific codes that denote depository location and registration. There are numerous interfaces between the system, various vendors and the depositories that enable us to process information in an accurate and efficient manner. We also utilize a number of software applications which enable us to balance our respective cash and security positions by location. All cash and securities activity is reconciled on a daily basis, In addition, all securities positions are reconciled weekly. 73 A member of MUFG, a global financial group 02014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name Is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with Permission. Member FDIC. Exhibit B Page 24 of 35 CO3 MUFG ➢ How and when are corporate actions processed? Our Corporate Actions unit monitors all capital change announcements for both voluntary and mandatory corporate actions on a daily basis. We notify clients of new announcements within 24 hours of receipt of the information. Automated corporate action is available through Online Trust and Custody (OTC), Clients and/or their advisors receive system generated e-mails of upcoming mandatory and voluntary announcement deadlines. As an announcement deadline approaches clients will receive a 3 -day, 2 -day and 1 -day reminder e-mail that requires a response. Clients can view all announcements and details online, and create reports to monitor upcoming response dates. Customized reporting options are available as well. ➢ What source do you use to price securities? What is the frequency of your pricing updates? Union Bank utilizes the following pricing service and frequencies: U.S. Common & Interactive Data Preferred Stock U.S. Corporate Bonds _ interactive. Data U.S. Treasuries & Interactive Data Federal Agencies U.S. Federal Agencies Interactive Data Pools Non -U.S. Government Interactive.Data Bonds Non -U.S. Common & Interactive Data Preferred Stock Non -U.S. Corporate interactive Data Bonds Asset- and Mortgage - Backed Securities Futures Options r Swaps rra nts In Manager Interactive Data Investment Manager or Outside Source Interactive Data Investment Manager Investment Manager Investment Manager: Interactive Data Interactive Data . Interactive Data Interactive Data Interactive Data Interactive Data Interactive Data Interactive Data Interactive Data Investment Manager or outside Source Interactive Data Investment Mana Investment Marta Not Applicable Interactive Data Daily Daily Daily (if asset trades in US and has a CUSIP, otherwise, monthly) Daily (if asset trades in US and has a CUSIP, otherwise, monthly) Daily (if asset trades in US and has a CUSIP, Monthly _J Not priced unless requested Daily As requested . As requested Monthly . . ....._..... . . UN 74 A member of MUFG, a global flnanc%l group 02014 Mitsubishi UFJ Financial Group, Inc, All rights reserved. The MUF.G logo and name is a service mark of Mitsubishi UFJ Financia[ Group, Inc., and is used by MUFG Union Bank, N.A., with permission. Member FDIC. Exhibit B Page 25 of 35 00 MUFG Collateralized I Interactive Data ' Interactive. Data. Monthly Mortgage.Obligations and Collateralized Commingled Funds Investment Manager or Fund Accountant Investment Manager or Fuad Accountant Monthly Commercial Mortgage -Backed Securities Interactive Data Interactive Data Monthly Eurobonds Not Applicable Interactive Data Monthly Euro CDs Not Applicable Not Applicable Monthly Non -t1.5. Government Bonds' " Interactive Data Interactive Data Monthly GICs Investment Manager Not Applicable Monthly Mutual Funds interactive data Not Applicable Dally Right Offerings Interactive Data Not Applicable Daily OTC Issues Interactive Data Not Applicable Daily (teal Estate Appraisals Appraisals Minimum every three What procedures do you have to identify and investigate any significant or unusual price changes? The system has }wilt -in thresholds for price variance, Items that exceed the thresholds are reviewed daily. Reports are automatically generated to indicate potentially unreasonable pricing moves. These movements are then investigated and validated on a daily basis. 75 A member of MUFG, a global financial group ©2014 MitsuibiO1 UFJ Financial Group, Inc. All rlghis reserved. The MUFG logo and name Is a service mark of Mitsub€shl UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., wilh permission, Member FDIC. Exhibit B Page 26 of 35 C0} MUFG Tab H — Audit Controls Please provide the following in this section: > A dopy of your most recent SSAE 16 report (formerly SAS 70). At reference to electronic availability will suffice. A copy of our most recent SSAE 16 and Bridge Letter is available on the CD included with this response, A Copies of any internal control opinions issuers by your independent auditors specifically related to your custody services within the last three (3) years. To maintain security and assure confidentiality, Union Bank does not provide clients or prospects actual copies of. our internal audit reports because they contain confidential information. ➢ What is responsible for monitoring and implementing the auditors' recommendations made to management? The Audit Division is responsible for monitoring audit recommendations made to management. Audit issues with future resolution dates are trached by the Audit Division and a status report is requested from each business line manager to monitor progress and final resolution. Quarterly, the Audit Division provides a comprehensive list of all issues in the Open Issues: Report to executive management and to the business line managers of the related areas, The report lists the open audit issues, the level of risk represented and the status of proposed resolution. In addition, an Open Issues Report listing critical and high exposure issues is produced for the Audit Committee and Executive Management. 76 A member of MUFG, a global frnanciel group @2014 Mitsubishi UFJ Financial Group, Inc. Alf rights reserved. The MUFG logo and name Is a service mark of Mitsubishi UFJ Financial Group, Inc., and Is used by MUFG Union Bank, N.A., with permission. Member FDIC. Exhibit B Page 27 of 35 CO3 MUFG Tab I — Implementation Plan Please describe the following in this section: A Discuss your approach to the implementation process. include an estimated implementation calendar, actions required on the part of the City and Custodian and the timeframe to complete the tasks.. Our implementation process begins with our selection as your custodian, A detailed conversion plan is completed by the client and the client services team with input from the prior custodian to ensure the smooth transfer of securities and currencies with minimal interruption to the investment process. In addition to ensuring a smooth transition of assets, Union Bank also plans onsite training for both the client and any new investment advisors to minimize "day ane" processing interruptions, We prefer to have at least a 30 to b© day window prior to transfer date to prepare everyone for the conversion, A shorter time frame can be arranged dependent on the completion of any technical consideration. We follow an established process in our approach to conversion planning: I. Transition set -110 A. Contact Team Transition Coordinator The Transition Coordinator manages all transition activities between Union Bank and the prior custodian bank and serves as the primary contact for the client. The coordinator is usually the senior relationship manager. Transition Team A team will be created at Union Bank to implement the various operational components of the transition. This tears will be the client services team that will be assigned to the client. Depending on. the complexity of the transfer, we may add conversion experts from supporting groups, such as Technology, or Operations Settlement. A complete listing of names and phone numbers will be available. at least one month prior to the transfer date. B. Operating Procedure Review 1. Prior to the transition, representatives from Union. Bank client services will meet with members of your staff to review existing account relationships and workflow with the purpose of constructing an "operating profile" for the client. The review will cover: Structure of accounts o Current information flows Existing operating procedures with prior custodian Sank Telecommunications needs m Client reporting needs 77 A member of MUFG, a global financial group 02014 Mltsublshl UFS Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsublshl UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permfssfon. Member MIC. Exhibit B Page 28 of 35 • Investment advisory relationships 2. At the same time, an overview of Union Bank daily account administration procedures will be presented to the client that includes the following: • Trade deadlines • Cash management services • Standard format for communicating trade instructions s Securities and cash delivery/receipt instructions • Contact lists ® Other documents requiring signature 11. Transition Plan. Following the initial set-up, Union Bank will create a detailed transition plan for distribution to all concerned parties, A. Request for Information Approximately two weeks prior to transition, Union Bank will request asset positions, outstanding receivables and all other pertinent information regarding the transfer from the prior custodian bank; B. Activity Schedule An Activity Schedule will be produced by Union Bank covering the period of approximately one month prior to and after the transition. This schedule will identify all tasks and responsible parties, and set milestone deadlines. C. Plan Review Implementation of the Activity Schedule will be overseen by the Transition Coordinator and carried out by the Union Bank Transition Team. Union Bank Institutional Custody will provide ongoing status reports of the transition to the client including, but not limited to: ® Fending receipts of securities and cash • In the case of delays, reasons will be provided v Registration status • Securities available for sale • Available cash balances • Receivable income • Receivable corporate actions The timing and content of status reports Will be arranged according to the client's requirements. 78 A member of MUFG, a global #inanclal group 02014 M[tsublshl UFJ Finamlal Group, Inc. All rights reserved. The MUFG logo and .name .isa service mark of Mltsubishl UFJ Financial Group, Inc., and Is used by MUFG Union Bank, N.A., with permission. Member FDIC. Exhibit B Page 29 of 35 We will work closely with your prior custodian to promptly transfer all assets. Generally most assets are transferred on conversion date as determined with the prior custodian. If the client holds international assets or complex alternative assets, depending on the type of account assets and how they are held, transfer of some assets can take up to a few weeks to complete. onion Bank will monitor all conversion related security transfers and will reconcile all the positions to ensure all assets are received. We will provide all new account documentation in a "signature -ready" format_ We anticipate an implementation timeline of 30 days. listed below is a high-level conversion timeline f Appoint: Union Bank as Custodian Client s' Conduct conversion meeting Account opening documentation sent to Client Union Bank and Review current procedure and client specific requirements Client Secure initial asset listing Review assets and current documents for any required modifications i Contract negotiations Commence weekly conference calls to review implementation Union Bank plan Contact prior Custodian and Investment Managers System development and work flow review 79 A member of MUFG, a globa€financial group ©2014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ f=inancial Group, Inc., anis is used by MUFG Union Bank, N.A., with permission. Member FDIC, Exhibit B Page 30 of 35 (D MUFG A What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? Our conversion team, led by the relationship manager, will manage and complete the conversion of your account to Union Bank. We will provide a complete conversion plan that will detail all tasks, responsible parties, determine tinning, and any other resources needed. The relationship manager will monitor the conversion and conduct periodic conference calls with all responsible parties to make sure theconversion is progressing on schedule. 80 A member of MUFG, a global finaneW group 02014 Mitsubishl UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name I$ a service mark of Mitsubishi UFJ Financial Group, Inc„ and Is used by MUFG onion Bank, N,A., wlthperrmisabn. Member FDIC. Exhibit B Page 31 of 35 Tab 9 — Fees ➢ Please provide a fee schedule for custodial services. Specify what services are included in the fee schedule. if you offfer unbundled custodial services, please list the specific unbundled pricing for the services. Included at the end of this section is our fee schedule for Custodial Services. ➢ Will you guarantee your fees for a fixed number of years? Yes, fees are guaranteed for three years, 81 A member of MUFG, a global financial group 02014 Mi(tsubtshl UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and Is used by MUFG union Bank, N.A., with perml"lon. Member FDIC. Exhibit B Page 32 of 35 C63 MUFG SCHEDULE OF FEES City of San .ivan Capistrano Effective March 20, 2015 Institutional New account set-up Custody Services Free Receipt of initial transfer of assets to Union Bank — (Fees waived) Asset safekeeping Trade settlements Proxy processing Daily cash sweep Electronic Account statement— Holdings and Transactions Dedicated relationship manager assigned to your account Account access to Online Trust & Custody Annual $3,500 per account Administration Fee Fees assessed on a quarterly basis Itemized Fees Transaction Fee Depository EligibieVineligible3 $151$40 Monthly Molding Fee* Depository Eligible2lineligible3 $11$4 Disbursements -- Wires/Checks $10 P&I Paydowns $5 Income Collection Capital Gains Distribution Hard Copy Statements $25 per statement Out -of -Pocket Expenses As incurred Class Action Services 6% of recovered funds Disclosures Market value used for fee calculations on fee invoices may differ sllghtly from market values on client statements due to posting of accruals, late Ocing of securities, and/or other boring issues. A transaction Is detirmd as.any ocWity:affi sting asS'e.fl €orf teny:pugcjias , sates, to a raftat , St Ck divider, stock splits, free receipts, frac d0 Ver'ies, Mainr'Mas. exa#'#1 rges.:catis, rout aril€icrt $, 17o66 fa lnrolgn securities, foreign oxc? angn:sransertleas, International w res, and gran-standaul swvices are qunied sspwa o[y, Union Barak retains tlie:.nphl Jo rhar9s spwW rias for extras€dirraryser ori Pot c -'tiered Irl 1fr; frac=Wrlu* You may be assossed an overdraft charge for any negative balanee in your account, provided such advance or overdraft Is riot related to Bank errors or omissions. The current rate will be provided at time of account opening and may be subject to change upon notification, please see your account Agreement for additional ln%ohmation. "lneiudes cash sweep, 2 CTC, Fed, or NSCC, 'Physical Securilles, Valult Held -Away, Etc Acknowledgment City of San Juan Capistrano Authorized Ciient Representative Date MUFG Union Bank Representative Date A member of MUFG, a globsi financial group Prepared February 2.oiS 02014 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, inc., and is used by MUFG Union Bank, N.A„ with permission. Member FDIC, Exhibit B Page 33 of 35 Col MUFG Tab K — Service Enhancement and Industry Best Practices 8 Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations. Union Bank's SmartPortO Powered by Clearwater Analytics, Inc.® Union Bank offers a wide array of expertise, products, and tools that can help the City meet its fiduciary responsibilities with ease and confidence, including our innovative online SmartPort, powered by Clearwater Analytics. Through SmartPort, we can deliver a sophisticated, web -based, consolidated, multi -asset class; investment portfolio reporting solution to you. This enhanced reporting technology integrates core custody applications with a comprehensive reporting solution that delivers transparent accounting, compliance, risk, and performance reporting. Key highlights include: • Daily investment reporting, compliance, risk, and performance including real- time notification of investment policy compliance violations. • Independent, third party verification of all securities pricing and cash movements. • Transparency and clear segregation of investment function and duties. • Daily reconcilement and audited monthly statements available next business day. Following is a summary of each of the reporting modules. We look forward to providing the City with a demonstration of these reporting capabilities. Accounting SmartPort's accounting module provides independent, daily balance sheet, income statement, and statement of cash flows for portfolios and aggregates. These reports are supplemented by transaction; income and security detail, general ledger entries, impairment analysis, trading activity, cash flow forecast, tax lots, and more. In addition, investors can choose to receive journal entries through an automated general ledger upload the day after their fiscal close cycle using pre -defined accounting assumptions. Compliance SmartPort's compliance module monitors the status of the aggregate and individual investment portfolios daily in relation to the investment policy and delivers automated notification of current violations and maintains a history of prior violations. The SmartPort system handles rules related to both exposure—concentration, duration, credit, currency—and accounting including maximum realized gains or losses. The compliance module identifies what is out of compliance, why it is out of compliance, and how the portfolio can be returned to compliance. 82 A member of MUFG, a global financial group 02014 MitsubkW UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and Is used by MUFG Union Bank, NA, with permission. Member FDIC Exhibit B Page 34 of 35 CO3 MUFG Performance SmartPort's performance module allows investors to compare the performance of their investment managers to each other and to custom benchmarks using consistent assumptions, Custom performance reports and return calculations are available according to fiscal cycle and are designed to meet applicable Global Investment Performance Standards (GIPS) calculation standards. Portfolio -level performance attribution explains the primary factors affecting performance and the information and Sharpe ratios provide insight into risk adjusted returns. Risk SmartPort's risk module provides tools for investors to measure, understand, and report on portfolio risk. The solution provides risk reporting across multiple asset classes including issuer, security type, currency and country concentrations. Fixed income risk reporting includes duration, sector, credit rating (with credit watch), and issuer concentration. Equity risk reporting includes market cap, beta, price/earnings and sector concentration. Risk summary reports have drill -down capabilities to display the underlying data at the tax lot level. Additional tools include Value at Risk calculations for individual and aggregate portfolios. SSAE-16-Type If SmartPort supports its processes with a SSAE-16 Type II audit report issued three times each year. ➢ What best practices have you identified in this industry space? Since 1918 union Bank has provided custody services in California, We are a leader in this industry space providing custody and related services to many counties, cities and special districts in California and other states. Our leadership and growth in this industry space exemplifies our ability to deliver exceptional customer service and relationship management, advanced systems and technology, cost-effective reporting, and competitive pricing. We have earned respect in this industry with our expertise, financial strength, advanced technology, and commitment to superior customer service, 83 A member of MUFG, a global financial group ©2014 Mitsubishi UFJ Financial Group, Inc. All r€ghts reserved The MUFG logo and name Is a service mark of MltsuWsN UFJ Financial Group, $no., and Is used by MUFG Union Bank, N.A., with permission. Member FDIC, Exhibit B Page 35 of 35 32400 PASEO ADELANTO SAN JUAN CAPIST4 ANO, CA 92675 (949) 493.1171 (949) 493-1053 FAx www, sai?luancapistrano. org TO: MUFG Union Bank, N.A. Attn: Christina Ledendecker 350 California Street, Suite 2018 San Francisco, CA 94104 DATE: July 27, 2015 — MEMBERS OF THE CITY GOW4CIL IhtORPOBR,ER SAM AG.LEVATO €nnE�,sREn 1461 KERRY K. FERGUSON IIx PAM PATTERSON, ESQ. JOHN M. PERRY Aft ® DEREK REEVE FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement Custodial Banking Services & Custody Agreement for Public Funds An original Personal Services Agreement and Custody Agreement are enclosed for your records To date, insurance documentation as outline in Section 14 of the Personal Services Agreement has not been provided. Please provide the all the required insurance documentation as soon as possible. Any compensation will be withheld until all insurance documentation has been provided. If you have questions related to insurance requirements, Please call me directly at (949) 443-6310. If you have questions concerning the agreement, please contact Cindy Russell, Chief Financial Officer at (949) 443-6301, An original agreement is enclosed for your records. Cc: Cindy Russell, Chief Financial Officer San Juan Capistrano Preserving the Past to Enhance the Future Printed on 100% recyded paper