Agenda packet — Monterey City Council, March 21, 2023 (part 2 of 4)

COMMUNITY DEVELOPMENT DEPT - PLANNING FEES

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 19, Packet Page 256 (2 pages)

COMMUNITY DEVELOPMENT DEPT - PLANNING FEES
Text or Map Admendments -
General Plan/Area Plan/Specific Plan/Zoning Ordinance $4,000 deposit Text or Map Admendments - Local Coastal Plan $5,000 deposit Annexation $5,000 deposit
Permits - Food Vending Permit 1 $220.00
Permits - Development Services Sidewalk Vendor Permit 1 $227.00 Permits - Home Occupation Permit 1 $77.00
Zoning Affidavit 1 $362.50
Permits - Permit Extension 1 $1,014.50
Permits - Permit Amendment 2/3 of permit fee
Permits - Special Permits (bingo, pet) 1 $220.00
Permits - Temporary Sign 1 $19.50
Permits - Tree Permit Associated with Development (ARC) 1 $741.50 Permits - Tree Permit Associated with Development (Administrative) 1 $313.50 Concept Review (PC) 1 $1,740.50
Undocumented Dwellings 1 $362.50
Appeals - Of Decisions of Staff, ZA, ARC and
Environmental Determination to the Planning Commission 1 $365.50 Appeals - Of Decisions of Planning Commission to the City Council 1 $795.00 1 Per City Code Sec. 19-103, Fee includes CPI adjustments, for applicable fees (SF, April). * Solar arrays, cisterns, and safe parking are exempt from architectural review, historical preservation, use permit and variance fees.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 20, Packet Page 257 Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 1 $157.67
SENIOR ASSOCIATE PLANNER $147.84 6 $887.04
ADMINISTRATIVE ASSISTANT $83.51 0.5 $41.76

7.5 $1,086.47
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 2 $315.34
SENIOR ASSOCIATE PLANNER $147.84 12 $1,774.08
ADMINISTRATIVE ASSISTANT $83.51 0.5 $41.76

14.5 $2,131.18
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 4 $630.68
SENIOR ASSOCIATE PLANNER $147.84 20 $2,956.80
ADMINISTRATIVE ASSISTANT $83.51 10 $835.10
34 $4,422.58
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 2 $315.34
SENIOR ASSOCIATE PLANNER $147.84 15 $2,217.60
ADMINISTRATIVE ASSISTANT $83.51 7 $584.57
24 $3,117.51
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 0 $0.00
SENIOR ASSOCIATE PLANNER $147.84 2 $295.68
ADMINISTRATIVE ASSISTANT $83.51 1 $83.51
3 $379.19
Historic Permits
Community Development Department
FY 2023/24 Fee Schedule Update
SB9 Ministerial Review
SB35 Ministerial Review
Mills Act Request w/rezone
Mills Act Request w/o rezone
Demolition Review

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 21, Packet Page 258 Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 1 $157.67
SENIOR ASSOCIATE PLANNER $147.84 10 $1,478.40
ADMINISTRATIVE ASSISTANT $83.51 5 $417.55
16 $2,053.62
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 1 $157.67
SENIOR ASSOCIATE PLANNER $147.84 2 $295.68
ADMINISTRATIVE ASSISTANT $83.51 1 $83.51
4 $536.86
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 1 $157.67
SENIOR ASSOCIATE PLANNER $147.84 3 $443.52
ADMINISTRATIVE ASSISTANT $83.51 5 $417.55
9 $1,018.74
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 2 $315.34
SENIOR ASSOCIATE PLANNER $147.84 6 $887.04
ADMINISTRATIVE ASSISTANT $83.51 5 $417.55
13 $1,619.93
Historic Permit - Major (HPC review)
Historic Permit - Admin
Historic Preservation Report Review (HPC review)
Historic Survey (HPC review)

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 22, Packet Page 259 Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 1 $157.67
SENIOR ASSOCIATE PLANNER $147.84 5 $739.20
ADMINISTRATIVE ASSISTANT $83.51 0.5 $41.76

6.5 $938.63
Position Fully-burdened
hourly rate
Hours per
application
Cost per
application
PRINCIPAL PLANNER $157.67 2 $315.34
SENIOR ASSOCIATE PLANNER $147.84 10 $1,478.40
ADMINISTRATIVE ASSISTANT $83.51 0.5 $41.76

12.5 $1,835.50
Cost per
application
$4,000.00
Cost per
application
$3,000.00
Subdivision/Lot Line Adjustment- Licensed Land Surveyor Review Appeals - Of Decisions of Staff, ZA, ARC, & Environmental Determination to the Planning Commission
Appeals - Of Decisions of Planning Commission to City Council Community Development Department
FY 2023/24 Deposit Update
Deposit Amt
Pre-Application
Deposit Amt

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 23, Packet Page 260 DESCRIPTION FY 24 FEE
Street Opening Fee 1 $277.00
Street Opening Fee with Sewer Connection 1 $560.00
Temporary Encroachment Fee
(plus $96/hour if review outside PPW is required) 1 $212.00 Permanent Encroachment Fee
(plus $91/hour for inspection)1 $277.00
Driveway or Sidewalk Encroachment Fee1 $277.00
Traffic Control Fee1 $140.00
Public Improvement Inspection
3% of common area or
dedication improvements
Investigative Fee for work without permit(s) Cost of permit Missed inspections or work not complete1 $114.00
Sewer Lateral Review Fee1,2 $124.00
Plumbing Permit - for the issuance of
most Plumbing Permits1 $145.00
Electrical Permit1 $145.00
Mechanical Permit1 $145.00
Grading Plan Review Fee1 $145.00
Grading Permit Fee1 $145.00
Residential Property Inspections Reports -
Single Family Dwelling1 $162.00
Additional Inspection1 $114.00
Additional Plan Check fee1 $120.00
Address Change1 $82.00
Duplicate Job Card1 $57.00
Revision1 $57.00
Temporary Permit1 $157.00

COMMUNITY DEVELOPMENT DEPT & PUBLIC WORKS DEPT -

GENERAL
(2 pages)
Building Permits
Encroachment Permits

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 24, Packet Page 261 DESCRIPTION FY 24 FEE

COMMUNITY DEVELOPMENT DEPT & PUBLIC WORKS DEPT -

GENERAL
(2 pages)
General Plan Fee 15% of building permit fee
PW Engineering
Grease Interceptor Waiver Fee
(360 days from City letter) $60/month
Final Subdivision Map Check1 $830.00
Sewer Connection (Twin Oaks) $420/Developable parcel
Standard Specification $50/set
Street Patch Charge (asphalt only) $16.50/sq foot
Banner 1 $208.00
Lease Administration Fee1 $275.00
Storm Water Review and Inspection Fee
(plus $99/hour)1 $363.00
Storm Water - Developer Design Review1 $2,458.00
Miscellaneous - Public Improvement Design Service
or Plan Check $111/hour
Miscellaneous - Administrative Notification Fee $111/hour 1 Fee amount includes CPI adjustments, for applicable fees (SF, April). 2 Per Ordinance #3579
Other

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 25, Packet Page 262 DESCRIPTION FY 24 FEE
Overdue Fines - Adult Materials
(includes Audio Cassettes, CDs, Books, Magazines, DVDs, Videos) $.50/day to a max of $10 Overdue Fines - Teen Materials
(includes Audio Cassettes, CDs, Books, Magazines, DVDs, Videos) $.25/day to a max of $5 Overdue Fines - Youth Materials
(includes Audio Cassettes, CDs, Books, Magazines, DVDs, Videos) $.25/day to a max of $5 Overdue Fines - Laptop Computers $5/hour to a max of $50 Overdue Fines - Telescopes $5/day to a max of $50
Lost/Damaged Materials - Books Cost of item
Lost/Damaged Materials - Magazines Adult $10 / Youth & Teen $5 Library Cards - California Resident No Charge
Library Cards - Out of State Resident $10/month
Duplicate (Replacement) Library Card No Charge
Photocopying Services - Library
$.10 per single-sided black &
white copy,
$.25 per single-sided color copy
Microfilm copies - Library $0
Print-outs from Internet Stations $.10 per printed page Fees for document delivery, color internet prints, & duplication of California History Room photos and other archival materials. Call Library for fee Meeting Room Use - Community Room
(must be non-profit org w/ approved application on file) $0 Meeting Room Use - Conference Room
(must be non-profit org w/ approved application on file) $0

LIBRARY

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 26, Packet Page 263

DESCRIPTION
FY 24

PUBLISHED
FY 24

NON-PROFIT
Room
Serra I $5,040 $4,030
Serra II $4,160 $3,330
Serra I, II $9,200 $7,360
Serra Lobby $1,250 $1,000
Steinbeck I $1,615 $1,290
Steinbeck II $1,305 $1,045
Steinbeck III $1,615 $1,290
Steinbeck I, II, III $4,535 $3,625
Steinbeck I - A $980 $785
Steinbeck I - B $980 $785
Steinbeck I - C $980 $785
Steinbeck Lobby $980 $785
Colton I, II or III $570 $455
Colton I, II & III $1,710 $1,365
Jeffers Plaza $1,650 $1,320
Stevenson I $700 $560
Stevenson II $700 $560
Stevenson Terrace $1,370 $1,095
Delmonte Terrace $1,250 $1,000
Parking

1. Published Rates: from $0.38/sq foot for Ballrooms to $1.09/square foot for Stevenson Rooms.

2. Non-Profit Rates: 20% off published rates for Monterey County 501 (c)(3) Organizations.

3. Future rates beyond FY22 increase between 3-5% annually, not to exceed 5%.

4. Rates are rounded off to the nearest $5.

5. Rates are on a fiscal basis July 1 through June 30.

MONTEREY CONFERENCE CENTER
Notes regarding MCC fees:

Parking

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 27, Packet Page 264 DESCRIPTION FY 24
Pacific Biological Laboratories (public use)
$35/hour/staff person M-F 8am to 5pm,
$60/hour/staff person at other times,
including time for travel, set up & close-up

MUSEUMS & CULTURAL ARTS

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 28, Packet Page 265 DESCRIPTION FY 24 FEE
5x7 Lined pad w/pen or pencil 26.00/dozen
Hard candies 6.00/bowl
Table 18.00
Table w/linen 23.00
Linen - refresh 6.00
Skirt - refresh 38.00 (cost to dry clean)
Podium 30.00
Easel 15.00
Dance Floor/15x15 or larger 350.00 per event
Dance Floor/15x15 or smaller 150.00 per event
Pipe & Drape (2 bases) 20.00
Stanchion (2 bases) 10.00 per section
Chair, banquet 1.00
Including but not limited to: removing
decorations, preparing for fog machines,
additional room refreshes, airwall open/close,
room turns or balloon drops. 50.00/hr per person
Steinbeck Ia, Ib, Ic 50.00/section
Steinbeck II, III 150.00 per section
Colton 50.00 per section
Serra I 450.00 minimum
Serra II (Based On Setup Requirements) 400.00 minimum
Serra Carpet Replacement 125.00 per 3x3 section
Re-Key Lock + (1) Key 75.00
Additional Keys 25.00 each
Unreturned Keys 25.00 each
Banner hung, oversized with grommets @
corners & center 50.00
Banner installation of grommets @ 2 corners
& center 50.00
MONTEREY CONFERENCE CENTER - Equipment & Service
Fees
Room Turns
(2 pages)
Equipment
Labor Fees
Services

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 29, Packet Page 266 DESCRIPTION FY 24 FEE
MONTEREY CONFERENCE CENTER - Equipment & Service
Fees
(2 pages)
Shipment per cardboard box

25.00/day to store
(5 boxes for the RENTER is
complimentary with receipt no earlier
Shipment, oversized 110.00/day to store
Shipment, pallet
110.00 + 50.00/additional day to store,
includes forklift assistance
Polycom instrument 50.00/day
Heavy Equipment Day = 8 hours
Forklift with operator 75.00/hr or 500.00/day
Scissor Lift 75.00/hr or 500.00/day
Powered Pallet Jack 30.00/hr or 150.00/day
Non-Powered Pallet Jack 25.00/hr or 125.00/day
Power Strip 30.00
Extension Cords 20.00
Office Services/Supplies Cost + 25% (5.00 minimum)
Tables 9.00 each
Banquet Chairs 1.00 each
Risers 15.00 per 6' x 8' section
Forklift 50.00 per hr or 25.00 per ½ hr
Pallet Jack 50.00 per hr or 25.00 per ½ hr
Scissor Lift 50.00 per hr or 25.00 per ½ hr
Analog Lines
Office Supplies/Services
Offsite Equipment Rental Fees

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 30, Packet Page 267 DESCRIPTION FY 24 FEE
Cannery Row Garage $52.50/mo, $150/qtr, $540/yr
West Custom House Garage $52.50/mo, $150/qtr, $540/yr
East Custom House Garage $52.50/mo, $150/qtr, $540/yr
Waterfront Lot $52.50/mo, $150/qtr, $540/yr
Wharf II $52.50/mo, $150/qtr, $540/yr
Red Wharf Permits - $150/qtr
Depot Lot Figueroa / Del Monte $52.50/mo, $150/qtr, $540/yr Upper 7 $52.50/mo, $150/qtr, $540/yr
Lot #4 Franklin / Van Buren $52.50/mo, $150/qtr, $540/yr Lot #6 Wharf $162.50/mo, $480/qtr, $1728/yr
Lot #8 Franklin / Pierce $52.50/mo, $150/qtr, $540/yr
Lot #11 Franklin / Pierce $82.50/mo, $240/qtr, $864/yr
Lot #14 Bonifacio / Adams $52.50/mo, $150/qtr, $540/yr
Lot #18 Van Buren / Jefferson $52.50/mo, $150/qtr, $540/yr Lot #21 Foam / Cannery Row $52.50/mo, $150/qtr, $540/yr Lot B Calle Principal / Pearl $82.50/mo, $240/qtr, $864/yr New Monterey Employee Permit Permits - $32.50/mo, $90/qtr Monterey Resident Discount Decal
$20/yr
2hrs free in Downtown Garages (West and East),
Waterfront Lot and Cannery Row Garage
Employee Voucher Parking Program
Cannery Row & Downtown Garages
20 entries - $50
Valid in Downtown Garages (East and West)
and Cannery Row Garage
Construction Daily Permit
$15.00 Downtown
$25.00 Waterfront / Cannery Row
Reserved Parking (Citywide) space per day $25/space per day Reserved Parking (Citywide) space for display $55/space for display

2. Wharf II permits shall only be issued to those who have boats at A or H Tier and must be verified with the Harbormaster.

8. Effective 01/01/09, the monthly charge for a net storage in the Depot Lot shall be $50/space.

9. Boot Removal Fee is $75.00.

10. The City Manager or their designee shall have the authority to set a flat parking rate in any attendant parking facility up to the approved maximum daily rate for said facility.

11. The City Manager or their designee shall have the authority to negotiate and set fees for any City parking facility for special events or functions.

PARKING - PERMIT FEES

1. A refundable $5.00 deposit for the permit entry card and card programming will be required in addition to the permit fee. Please note, if payment is received after the grace period, a reactivation fee of $5.00 per permit will be charged.

3. Permit fees are non-refundable. If you desire to change your billing option, it will become effective the following quarter. You may not switch billing options during the quarter.

4. A replacement fee of $10 per permit will be charged for lost or stolen paper permits.

6. Permit Pro-rate Information: Monthly - on the 15th of each month, Quarterly - on the 1st and 15th of each month, Annual - None.

5. Grace periods: Monthly Permits - 2 days, Quarterly Permits - 5 days, Annual Permits - 10 days Notes Regarding Parking Fees:

7. Monterey Residents may purchase a decal for $20/year that will allow them two hour parking in the Downtown Garages, Cannery Row Garage and the Waterfront Lot.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 31, Packet Page 268 DESCRIPTION FY 24 FEE
Downtown:

Lot 7, Calle Principal Garage Lower $1.50/hr, $8.00 all day Lot 7, Calle Principal Garage Upper $1.50/hr, $8.00 all day Downtown West Garage
1st hr free, $1.00/30 min or fraction thereof.
$12 daily max
Downtown East Garage
1st hr free, $1.00/30 min or fraction thereof.
$12 daily max
Monterey Sports Center Lot
$1.50/hr, 3 hr max
Defered - Pending validation program
Lot 4, Franklin & Van Buren $1.50/hr $8.00 all day
Lot 8, Franklin & Pierce $1.50/hr
Lot B, Calle P. & Pearl permit only
Lot 11, Calle P. and Pearl $1.50/hr, $8.00 all day
Lot 14, Bonifacio & Adams $1.50/hr, $8.00 all day
Lot 18, Van Buren & Jefferson permit only
Cannery Row:

Meters, Cannery Row (Zone 1) $1.50/hr.

Meters, Wave (Zone 2) $2.00/hr.

Meters, Foam (Zone 3) $1.75/hr
CR1, Foam & Hoffman
Flat rate pricing or hourly rate structure based on
demand and season. $5.00 - $20 daily max
CR7, Foam & Irving $20/daily max, $5 after 5pm
Lot 24, C.R. & Foam - Meters (Zone 3) $1.75/hr
Lot 21, C.R. & Foam
$1.50/hr, $10 daily max
Double space $2/hr, $16 daily max
San Carlos Beach Lot $1.50/hr, $10 daily max
Coast Guard Pier (Breakwater)
$1.50/hr, $10 daily max
Double space $2/hr, $16 daily max
Waterfront:

Waterfront Lot 1 $1/30 minutes or fraction thereof, $15 daily max.

Marina Lot
$1.50/hr, $10 daily max
Double space $2/hr, $16 daily max
Depot Lot , Figueroa
$1.50/hr, $10 daily max
Double space $2/hr, $16 daily max
Municipal Wharf II $1.50/hr, $10 daily max
Lot 6, Waterfront no fee, loading/unloading zone only
Southern Pacific (SP) Lot $1.50/hr, $10 daily max
East Depot Lot/Gravel side
$1.50/hr, $10 daily max
Double space $2/hr, $16 daily max
Monterey Bay Park (MB7)
$1.50/hr, $10 daily max
Double space $2/hr, $16 daily max
Electric Vehicle Charging Rates:

Electric Vehicle (EV) Charging, PER KWH $0.36
Idle Fee After Designated Grace Period, PER MINUTE $0.50

PARKING - RATES

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 32, Packet Page 269

DESCRIPTION
FY 24 Program Fee FY 24 Monterey
Resident Fee
REVISED FY 24
Program Fee
REVISED FY 24
Monterey Resident
Fee
Permits/Facility Rentals

1. Group Picnic Permit $85.00 $65.00 $85.00 $65.03

2. El Estero Park Group Picnic Permit $110.00 $90.00 $110.00 $90.20

3. Veteran's Memorial Park Group Area 2 Picnic Permit $110.00 $90.00 $110.00 $90.20

4. Group Beach Permit $85.00 $65.00 $85.00 $65.03

5. Group Beach Permit/Commercial $228.00 $228.00 $228.00 $228.00

6. Beach Wedding Permit $643.00 $643.00 $643.00 $643.00

7. Beach/Park Annual Use Permit For Small Group Activities Incl. Picnics/Teambuilding/Instructional Classes/Camps/Fitness Or Athletic Training (groups of 15 or less)- Commercial $836.00 $639.50 $836.00 $639.54

8. Beach/Park Annual Use Permit For Small Group Activities Incl. Picnics/Teambuilding/Instructional Classes/Camps/Fitness Or Athletic Training (groups of 15 or less)- Nonprofit $263.00 $263.00 $263.00 $263.00

9. Sport Court Permit
(eg., Volleyball, Basketball, Tennis) - PER DAY $70.00 $54.00 $70.00 $53.55

10. Bounce House/Inflatable Permit $53.00 $53.00 $53.00 $53.00

11. Wedding Event Permit - Colton Hall Lawn
Or Friendly Plaza - Per Location $218.00 $185.50 $218.00 $185.30

12. Event Permit (Per Day) $643.00 $643.00 $643.00 $643.00

13. Event/Park Closure Permit (Per Day) $1,462.00 $1,462.00 $1,462.00 $1,462.00

14. Meeting Room Use - Nonprofit (During Community Center Operating Hours) - Per Hour Fee $29.00 $29.00 $29.00 $29.00

15. Meeting Room Use - Nonprofit (During Community Center Non-Operating Hours) - Per Hour Fee w/ 2 Hour Minimum $59.00 $59.00 $59.00 $59.00

16. Facility Rental – Community Centers Private Party Use - Per Hour Fee w/ 2 Hour Minimum $155.00 $119.00 $155.00 $118.58

17. Waterfront Community Room Rental Permit - Nonprofit - Per Hour Fee $80.00 $80.00 $80.00 $80.00

18. Ballpark Event Permit
Day Use $643.00 $643.00 $643.00 $643.00
Hourly Use $65.00 $65.00 $65.00 $65.00
Lights Use - Per Hour Fee $29.00 $29.00 $29.00 $29.00

19. Ballpark Use Fee Practice -
Per Hour Fee w/ 2 Hour Minimum $30.00 $24.00 $30.00 $24.00

20. Parks & Recreation Commission
Appeal Process $179.00 $179.00 $179.00 $179.00

PARKS & RECREATION
(3 pages)

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 33, Packet Page 270

DESCRIPTION
FY 24 Program Fee FY 24 Monterey
Resident Fee
REVISED FY 24
Program Fee
REVISED FY 24
Monterey Resident
Fee

PARKS & RECREATION
(3 pages)

21. Monterey Sports Center
Drop-In Admission:

Youth (3-12 Years) $10.00 $9.00 $10.00 $9.00
Teen (13-17 Years) $11.00 $10.00 $11.00 $10.00
Adult (18-61 Years) $16.00 $14.00 $16.00 $14.00
Senior (62 And Older) $10.00 $9.00 $10.00 $9.00
10-Visit Pass:

Youth (3-12 Years) $100.00 $90.00 $100.00 $90.00
Teen (13-17 Years) $110.00 $100.00 $110.00 $100.00
Adult (18-61 Years) $160.00 $140.00 $160.00 $140.00
Senior (62 And Older) $100.00 $90.00 $100.00 $90.00
Subscription/Auto Billing (1 Month):

Youth (9-12 Years) $36.00 $32.50 $36.00 $32.40
Teen (13-17 Years) $40.00 $36.00 $40.00 $36.00
Adult (18-61 Years) $65.00 $58.50 $65.00 $58.50
Senior (62 And Older) $48.00 $43.50 $48.00 $43.20
Family* $96.00 $86.50 $96.00 $86.40
Membership (1 Year):

Youth (9-12 Years) $395.00 $355.50 $395.00 $355.50
Teen (13-17 Years) $448.00 $403.00 $448.00 $403.20
Adult (18-61 Years) $712.00 $641.00 $712.00 $640.80
Senior (62 And Older) $525.00 $472.50 $525.00 $472.50
Family* $1,052.00 $947.00 $1,052.00 $946.80
Business/Corporate Fee:

Membership (1 Year) $624.00 $624.00 $624.00 $624.00
Facility Rental (Staff Time Additional)
During Non-Operating Hours:

Pool - First 2 Hours $324.00 $292.00 $324.00 $291.60
Additional Hour $145.00 $130.50 $145.00 $130.50
Gym - First 2 Hours $324.00 $292.00 $324.00 $291.60
Additional Hour $237.00 $213.50 $145.00 $130.35
Pool & Gym - First 2 Hours $496.00 $446.50 $496.00 $446.40 Additional Hour $237.00 $213.50 $237.00 $213.30
During Operating Hours:

Pool Lane Rental - Per Hour Fee $20.00 $18.00 $20.00 $18.00 Gymnasium Court Rental- Per Hour Fee $39.00 $35.00 $39.00 $35.10 Studio Rental- Per Hour Fee $79.00 $71.00 $79.00 $71.10 * Family Membership Eligibility - 2 adults and their dependent children 20 years of age and younger than live in the same household.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 34, Packet Page 271

DESCRIPTION
FY 24 Program Fee FY 24 Monterey
Resident Fee
REVISED FY 24
Program Fee
REVISED FY 24
Monterey Resident
Fee

PARKS & RECREATION
(3 pages)
Conference Room Rental- Per Hour Fee $27.00 $24.50 $27.00 $24.30

22. Veteran's Memorial Park Campground:

Campsite With 1 Vehicle $47.00 $47.00 $47.00 $47.00
Additional Vehicle $13.00 $13.00 $13.00 $13.00
Each Bicycle - Hiker Campsite $10.00 $10.00 $10.00 $10.00 Overnight Youth Group Area 3 - Per Person Fee $10.00 $10.00 $10.00 $10.00 Overnight Youth Group Area 2 - Per Person Fee $12.00 $12.00 $12.00 $12.00 Active Duty & Retired U.S. Military,
Disabled U.S. Veterans & Senior Age 62
And Older - (Vehicle Campsite)3 $5 Discount $5 Discount $5 Discount $5 Discount Active Duty & Retired U.S. Military,
Disabled U.S. Veteran & Senior Age 62
And Older - (Hiker Campsite)3 $2 Discount $2 Discount $2 Discount $2 Discount Shower Fee For Non-Campers $4.00 $4.00 $4.00 $4.00
Dump Station Fee For Non-Campers - Per Use Fee $13.00 $13.00 $13.00 $13.00 Recreational Vehicle Surcharge - Per Night Fee $6.00 $6.00 $6.00 $6.00 Veteran's Memorial Park Campground fees are rounded to the nearest whole dollar.

Urban Forestry
$123.50 $117.50
$0.00 $0.00
$154.00 $146.50
$219.00 $208.50
Notes Regarding Parks & Recreation fees:
1 Fees will be annually adjusted per CPI (SF, April Edition) rounded to the nearest fifty cents. 6 Five percent (5%) of Parks & Recreation (P&R) Fees, which excludes P&R Commission Appeals, Cemetery, RV Storage Lot, and Urban Forestry fees, will be committed to the Facility Maintenance and Improvement Fund.
2 To be eligible for the resident rate, the purchaser must be a resident of the City of Monterey or United States Active Duty Military as of the date of registration or for eligible employee and dependents who have access to resident rates per Memoranda of Understanding. Proof of residency, such as a driver's license or state-issued identification, utility bill or U. S. Military active duty status such as military ID is required. 3 To be eligible for discounted camping rates at Veteran's Memorial Park, proof of age such as a driver's license or state-issued identification, or proof of United States Military active duty, retired or disabled veteran status is required. 4 The Parks and Recreation Director may approve promotional pricing for Recreation activities, programs, and services, subject to the following standards: 1. The fee reduction must be intended to promote Recreation programs and facilities; 2. The fee reduction shall not reduce fees by more than 25%; 3. The fee reduction is publicized and open to all; and 4. The fee reduction is limited in duration.
5 The Parks and Recreation Director is authorized to set fees for Recreation activities, programs and services, subject to the following standards: 1. Recreational programs and services shall benefit both the participant and the community due to their educational, cultural, and physical value. 2. Recreational programs and services require facilities, supplies, equipment, and/or considerable staff planning and supervision specific to the program and therefore, it is appropriate to charge a fee for these programs and services.

Some examples include, but are not limited to instructional programs, summer day camp, senior programs, teen programs, special events, and youth/adult athletic programs. 3.

Fees will not exceed the reasonable cost to the City of providing the program, class, or service. 4. Fees will remain affordable to allow access to community members, especially youth and seniors; and 5. Contractually taught class fees will be set based on availability of instructor, instructor costs, as these programs follow city purchasing policy.

Tree View Trimming Permit - City or Private Tree1
Tree Removal Permit Fee - Dead and Dying1
Tree Removal Permit Fee (Non-Development)1
Tree Removal Permit Appeal Fee (Non-Development)1
Non-Development Tree Permits:

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 35, Packet Page 272 DESCRIPTION FY 24 FEE RESIDENT
Ground Burials for Caskets
a. Infant Burial Site $1,618.00 $1,375.00
b. Adult Burial Site - Single Depth $5,311.50 $4,515.00 Niche Inurnment
a. Niche- Single Lakeside Columbarium $2,899.00 $2,464.00 b. Niche - Double Lakeside and Old Columbarium $5,501.00 $4,675.00 Ground Burial for Urns
a. Full Burial Site (1-8 urns) $5,311.50 $4,515.00
b. Half Burial Site (1-4 urns) $2,561.50 $2,177.00
c. Quarter Burial Site (1-2 urns only) $1,686.00 $1,075.00 d. Cremains Added Plot (2nd, 3rd right etc. of Inurnment) $700.00 $700.00 Ossuary- Scattering Garden (shared burial site)
a. Remains added to shared burial site- remains not retrievable $300.00 $255.00 b. Fetal remains $50.00 $42.50
Indenture/Administrative Fee
a. Indenture – Burial Site $230.00
b. Indenture - Niche $230.00
c. Indenture Transfer fee $275.00
d. Deed Replacement $90.00
e. Ossuary Administrative Fee $30.00
Endowment Care
a. Infant Burial Site $688.00
b. Half Burial Site $1,260.50
c. Quarter Burial Site (1-2 urns only) $620.00
d. Burial Site – Single Depth $1,948.00
f. Niche- Single $916.50
g. Niche- Double $1,146.00
h. Ossuary (Scattering Garden) $75.00
PARKS & RECREATION DEPARTMENT - CEMETERY FEES1
(2 pages)

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 36, Packet Page 273 DESCRIPTION FY 24 FEE RESIDENT
PARKS & RECREATION DEPARTMENT - CEMETERY FEES1
(2 pages)
Internment/Inurnment – Labor Charges
a. Infant Cremains $601.50
b. Adult Cremains $700.00
c. Infant Casket Burial $800.00
d. Child Casket Burial $900.00
e. Child Burial (adult sized casket) $1,750.00
f. Adult Burial – Single Depth $1,750.00
g. Adult Burial – Double Depth $1,900.00
h. Niche- Lakeside Columbarium Inurnment $550.00
i. Niche- Old Columbarium Inurnment $675.00
Internment/Inurnment - Weekends/Holidays – Labor Charges – Additional Fee a. Infant Burial $700.00
b. Cremation Burial $550.00
c. Niche – Columbarium Inurnment $550.00
d. Adult Burial – Single Depth $900.00
Disinterment – Labor Charges
a. Infant Cremains $500.00
b. Adult Cremains $700.00
c. Infant/Child Casket Burial $2,200.00
d. Child Casket Burial (adult sized casket) $3,500.00
e. Adult Burial – Single Depth $3,500.00
f. Adult Burial – Double Depth $4,200.00
g. Dis-inurnment Niche - Single/face plate disposal/replace $850.00 h. Dis-inurnment Niche - Double/ face plate disposal/replace $1,050.00 Memorial Marker Placement - Cement Border
a. 8X16x3 inch $190.00
b. 12X24x3 inch $450.00
c. 16x28x3 inch $560.00
Memorial Marker Placement – No Cement Border
a. 8X16x3 inch $150.00
b. 12X24x3 inch $275.00
c. 16X28x3 inch $350.00
Other Services
a. Niche Engraving - Single Niche – per character $10.50 b. Minimum Niche Engraving Fee (Death Date) $168.00
c. Niche Layout - Administrative Fee - Premium $80.00
d. Flower Vase Drilling $20.00
e. Paint Inscriptions $200.50
f. Remove Marker/Dispose $258.00 1
Fees shall be adjusted annually in July based on the Consumer Price Index (CPI). The CPI increase shall be based on the published CPI for San Francisco Area (San Francisco-Oakland-San Jose) April edition and rounded to the nearest fifty cents (0.50). *To be eligible for the resident rate, the purchaser or deceased must be a resident of the City of Monterey as of the date of purchase or death or for eligible employees who have access to residents rates per Memorandum of Understanding. Proof of residency, such as a driver’s license or utility bill we be required.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 37, Packet Page 274 DESCRIPTION FY 2024 FEE
Special Events Stand-by (Fire) Fully Burdened Cost
Engine Company Inspections (initial inspection) $0
Engine Company Inspections - First re-inspection $0
Engine Company Inspections - Subsequent re-inspections $90 Fire Prevention Bureau Inspections - initial inspection $0 Fire Prevention Bureau Inspections - First re-inspection $0 Fire Prevention Bureau Inspections - Second re-inspection $100 Fire Prevention Bureau Inspections - Third re-inspection $200 Fire Prevention Bureau Inspections - Fourth & each subsequent reinspection $500 State Mandated Community Care Facilities Inspections,
Pre-Inspection Fee ≤25 occupants $174
State Mandated Community Care Facilities Inspections,
Pre-Inspection Fee ≥26 occupants $304
State Mandated Community Care Facilities Inspections,
Fire Clearance Fee 7 to 50 occupants $174
State Mandated Community Care Facilities Inspections,
Fire Clearance Fee >50 occupants $304
State Mandated Community Care Facilities Inspections,
Annual Inspection Fee 7 to 50 occupants $174
State Mandated Community Care Facilities Inspections,
Annual Inspection Fee >50 occupants $304
High Rise Inspection
Annual Day Care Inspections (6 or more children) $76
Fire False Alarm Response (for any 12 month period) -
First False Alarm $0
Fire False Alarm Response (for any 12 month period) -
Second False Alarm $50
Fire False Alarm Response (for any 12 month period) -
Third False Alarm $100
Fire False Alarm Response (for any 12 month period) -
Fourth False Alarm $250
Fire False Alarm Response (for any 12 month period) -
Fifth False Alarm $500
Fire False Alarm Response (for any 12 month period) -
Any Additional False Alarms $500
Hazardous Materials Response Fully Burdened Cost
DUI Incident Reimbursement1 Not to exceed $12,000
Fire Hydrant Flow Tests $75
(2 pages)

PUBLIC SAFETY - FIRE

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 38, Packet Page 275 DESCRIPTION FY 2024 FEE
(2 pages)

PUBLIC SAFETY - FIRE
CPR Heart Saver Class - cost per student $55
CPR Hear Saver Skill Verification $33
CPR Healthcare Provider Class (BLS) - cost per student $65 CPR Healthcare Provier (BLS) Skill Verification $24
CPR First Aid - cost per student $105
CPR First Aid Skill Verification $45
Fire Plan review and inspections, trade show set-up review $76 Fire Plan review and inspections, Liquid Propane Gas installations $235 Fire Plan review and inspections, Field Inspections (missed appointment) Fully Burdened Cost
Fire Plan review and inspections, Medical Gas $235
Fire Plan review and inspections, Tent Installation
(400 - 1000 sq ft) $141
Fire Plan review and inspections, Tent Installation
(1000 - 2000 sq ft) $206
Fire Plan review and inspections, Tent Installation
(>2000 sq ft) $271
Unauthorized Work Double Permit Fee
Unauthorized Occupancy $100
Fire Department Review of Building Plans, Residential
10% of Building Plan Check
Fee
Fire Department Review of Building Plans, Commercial
20% of Building Plan Check
Fee
Project Consultation Fee Fully Burdened Cost
Expedited Plan Checks Fully Burdened Cost
Fire Protection System Plan Check Fees-Fire Alarm System (1-9 $235 Fire Protection System Plan Check Fees-Fire Alarm System (10-50 $428 Fire Protection System Plan Check Fees-Fire Alarm System (50+ $623 Fire Protection System Plan Check Fees-Automatic Fire Sprinkler System 61-180 Heads (contractor review) $248 + contractor cost Fire Protection System Plan Check Fees-Automatic Fire Sprinkler System 180+ Heads (contractor review) $622 + contractor cost Fire Protection System Plan Check Fees - Fixed Fire Protection System, other than Sprinklers (ie., spray booth, clean agent, hood system), new system $623
Fire Protection System Plan Check Fees - Fixed Fire Protection System, other than sprinklers (ie., spray booth, cleant agent, hood system) - alteration to existing system $428
Fire Protection System Plan Check Fees - Underground Systems (includes plan review, inspection, permit approval, system test flush) system test flush) $816
Defensible Space Inspection $174

1. Including but not limited to personnel, apparatus, vehicles, reports, booking.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 39, Packet Page 276 DESCRIPTION FY 2024 FEE
Vehicle Equipment Inspection $16
Animal Impound Fee - altered animal 1st visit $54
Animal Impound Fee - non-altered animal 1st visit $64
Animal Impound Fee - altered animal 2nd vist and thereafter $69 Animal Impound Fee - non-altered animal 2nd visit and thereafter $79 Animal Impound Fee - daily kennel fee $22
Fingerprints - inked card $12
LiveScan service only $33
LiveScan prints - Local (includes DOJ fee)2 $65
LiveScan prints - Local/Federal (includes DOJ & FBI fee)2 $82 LiveScan prints - Child Care Provision (includes DOJ & CACI fee)2 $80 Clearance Letter $20
Taxicab Owner or Driver Permit Application Review $0
Taxicab Driver Permit $194
Taxicab Vehicle Permit $56
Taxicab Driver Transfer $58
Massage Establishment - CAMTC Certified Owner(s) $128
Massage Establishment - Non-CAMTC Certified Owner(s) $222 Amended Massage Establishment Permit $13
Amended Massage Establishment Permit with Livescan $94
Local Background Checks $10
Security Alarm Permit $25
Police False Alarm Response - First false alarm $0
Police False Alarm Response - Second false alarm $30
Police False Alarm Response - Third false alarm $50
Police False Alarm Response - Fourth false alarm $75
Police False Alarm Response - Fifth false alarm $100
Police False Alarm Response - Sixth false alarm and thereafter $500 Police Party Disturbance Response - First response $0
Police Party Disturbance Response - Second response $80 Commercial Filming (daily)5 $350 to $1,500
Vehicle Release $172
Concealed Weapons Permit $100
Alcoholic Beverages on the Beach Permit (for 10 or fewer people) $10 Officer Public Service Rate (hourly)4 $206.69
CSO Public Service Rate (hourly)4 $113.12
DUI Incident Reimbursement3 Not to exceed $12,000
Dog License - monthly - unaltered dog $25
Dog License - monthly - altered dog $15
Dog License - 12 months - unaltered dog $54
Dog License - 12 months - altered dog $20
Dog License - 24 months - unaltered dog $67
Dog License - 24 months - altered dog $30
Dog License - 36 months - unaltered dog $87
Dog License - 36 months - altered dog $40
Senior Discount Dog License Fee - unaltered N/A
Senior Discount Dog License Fee - altered $12
Dog License - delinquent penalty $30
Dog License - replacement tag $5
Pedicab Owner Permit1
Pedicab Driver Permit1

PUBLIC SAFETY - POLICE

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 40, Packet Page 277 DESCRIPTION FY 2024 FEE

PUBLIC SAFETY - POLICE

5. Commercial Filming is based on # of days requested, amount of staff time involved in getting the permit in

4. Based on FY23 costs.

1. Adjusts annually July 1 per CPI SF April edition, rounded to nearest $1.

2. Total fee comprised of service fee set by resolution ($33) and fees set by State DOJ and FBI.

3. Including but not limited to personnel, apparatus, vehicles, reports, booking.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 41, Packet Page 278 Comprehensive Fee Schedule

PUBLIC WORKS - HARBOR & MARINA
FY23 Mar-Oct Transient1 $0.83 Nov-Feb Transient1 $0.76
TIER BERTH SIZE LENGTH FY23 MONTHLY1 FY23 ANNUAL1 MONTHLY 1.5x 1 Monthly Transient1 $/ft length
Daily
Transient 1 Monthly Transient1
$/ft length
Daily
Transient1
A 4, 6-8, 10, 12 50X19.5 50 560.50 6,053.50 841.00 1,162.00 41.50 1,064.00 38.00 A 9, 11 45X19.5 45 517.00 5,583.50 775.50 1,050.00 37.50 952.00 34.00 A 13-18* 45X15.5 45 489.50 5,286.50 734.50 1,050.00 37.50 952.00 34.00 A 19-34 45X14.5 45 489.50 5,286.50 734.50 1,050.00 37.50 952.00 34.00 A 35-58 40X14.5 40 452.00 4,881.50 678.00 924.00 33.00 854.00 30.50 A 59-80* 35X13.5 35 416.50 4,498.00 625.00 812.00 29.00 742.00 26.50 A 81-82 35X14.5 35 416.50 4,498.00 625.00 812.00 29.00 742.00 26.50 B 1-36* 30X11.5 30 357.50 3,861.00 536.50 700.00 25.00 630.00 22.50 B 37-57 (odd) 35-12.5 35 390.50 4,217.50 586.00 812.00 29.00 742.00 26.50 B 38-58 (even) 30x12.5 30 371.50 4,012.00 557.50 700.00 25.00 630.00 22.50 B 59 35X13 35 416.50 4,498.00 625.00 812.00 29.00 742.00 26.50 B 60 30x13 30 371.50 4,012.00 557.50 700.00 25.00 630.00 22.50 C 1-4 25x11.9 25 303.50 3,278.00 455.50 588.00 21.00 532.00 19.00 C 5-40 25x10 25 295.50 3,191.50 443.50 588.00 21.00 532.00 19.00 D 1-36* 30X11.5 30 357.50 3,861.00 536.50 700.00 25.00 630.00 22.50 D 37-58 30X12.5 30 371.50 4,012.00 557.50 700.00 25.00 630.00 22.50 D 59-60 30X13 30 371.50 4,012.00 557.50 700.00 25.00 630.00 22.50 E 1-36 25x11.9 25 303.50 3,278.00 455.50 588.00 21.00 532.00 19.00 E 37-40 25X10.6 25 295.50 3,191.50 443.50 588.00 21.00 532.00 19.00 F 1-44 20X9.9 20 197.50 2,133.00 296.50 462.00 16.50 420.00 15.00 G 1* 26X11.5 26 323.50 3,494.00 485.50 602.00 21.50 546.00 19.50 G 2-18* 35X12.5 35 390.50 4,217.50 586.00 812.00 29.00 742.00 26.50 G 19-27 35X13 35 416.50 4,498.00 625.00 812.00 29.00 742.00 26.50 G 28 35X14.5 35 416.50 4,498.00 625.00 812.00 29.00 742.00 26.50 G 29 40 40 452.00 4,881.50 678.00 924.00 33.00 854.00 30.50 H 1-2 & 5 50X24 50 604.00 6,523.00 906.00 1,162.00 41.50 1,064.00 38.00 H 3-4 50X19.5 50 560.50 6,053.50 841.00 1,162.00 41.50 1,064.00 38.00 H 6-14* 50X17.5 50 541.50 5,848.00 812.50 1,162.00 41.50 1,064.00 38.00 H 15-24 50X15.5 50 517.00 5,583.50 775.50 1,162.00 41.50 1,064.00 38.00 H 25-34 25X10.6 25 295.50 3,191.50 443.50 588.00 21.00 532.00 19.00 I 1-10 20X9.9 20 197.50 2,133.00 296.50 462.00 16.50 420.00 15.00 I 11-14 Side-tie 20 175.50 1,895.50 263.50 462.00 16.50 420.00 15.00

7.73 Transformer berths (6 feet shorter and charged at a lesser rate) A 17 39X15.5 39 424.50 4,584.50 637.00 910.00 32.50 826.00 29.50 A 61 28X13 28 338.00 3,650.50 507.00 658.00 23.50 588.00 21.00 B 1 & 31 24X11.5 24 283.50 3,062.00 425.50 560.00 20.00 504.00 18.00 D 1 & 31 24X11.5 24 283.50 3,062.00 425.50 560.00 20.00 504.00 18.00 G 15 28X12.5 28 311.50 3,364.00 467.50 658.00 23.50 588.00 21.00 H 13 44X17.5 44 485.50 5,243.50 728.50 1,022.00 36.50 938.00 33.50 1 Licensee fee amounts include CPI adjustments per year end Feb SF.

Non-standard berth -
fishing vessel rate $/ft: 1

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 42, Packet Page 279 DESCRIPTION FY23 FEE

MONTEREY OUTER HARBOR MOORING RATES
Monterey Resident Rate1
Quarterly $248.50
Annual (with 10% discount) $894.50
Liveaboard quarterly $89.50
Liveaboard annually (with 10% discount) $322.00
Non-Resident Rate1
Quarterly $313.50
Annual (with 10% discount) $1,128.50
OHM Assignment Fee per month1 $78.50
Other Services1
Qrt Wharf 1 Dinghy fee $84.50
Qrt Marina Dinghy fee $141.50
Qrt Marina Boat Rack (kayaks) $56.50
Qrt Marina Boat Rack (skiff) Dinghy fee $84.50
City Mooring Rate1
Monthly $144.00
East Mooring Rates
Vessel Size1
Under 30 ft1 $133.90
30' to 40' 1 $177.70
41' to 45' 1 $222.60
East Mooring Rates from Nov through March = 1.5 times regular berth rate Transient Mooring - East Mooring Balls $15/day
Comprehensive Fee Schedule

PUBLIC WORKS - HARBOR & MARINA
(2 pages)

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 43, Packet Page 280 DESCRIPTION FY23 FEE
Comprehensive Fee Schedule

PUBLIC WORKS - HARBOR & MARINA
(2 pages)
OTHER
Marina Impound Fee 1.5 x Transient berth rate
Disabled Vessel Towing, PER HOUR or portion thereof 1 $215.00 Water Removal (charged only if owner is notified and fails to respond), PER HOUR or portion thereof 1 $61.50
Mooring Repair Rate, PER HOUR or portion thereof 1 $241.00 Deposits - Refundable
Electrical Pigtails
20/30 amp $100
50 amp $200
Marina Shower, Restroom, Gate, Hoist Keys $20
Annual Parking Permit - Marina Berth License Holder, PER CALENDAR YEAR 1 $120 Bike Locker Rental, PER MONTH 1 $10
Public Hoist on Wharf II, PER 15 MINUTES 1 5.50
Mooring Inspection Fee (Forced) 1 120.50
Yellow Boat Dock, PER MONTH (Dive Boat Loading and Sailing Charters) 1 $150 Berth Assignment Rate 1.5x Regular berth rate
Waiting List - Initial Fee1 $25.50
Waiting List - Annual Fee1 $10
K Tier Side-tie Transient (no utilities, rafting required) 28' & Under (Summer), PER DAY1 $12.50
29' & Up (Summer), PER DAY2 $18.75
K Tier Side-tie Transient (no utilities, rafting required) 28' & Under (Winter), PER DAY 2 $11.25
29' & Up (Winter), PER DAY 2 $17.00
Wharf I & II Transient Vessel
Wharf I & II Transient Vessel, FY23 FEE AMENDMENT: Wharf I & II Transient Vessel 1 DELETE THIS FOR FY 2024 -

DUPLICATE WITH ABOVE ROW
51' - 70', PER DAY $30.00
71' - 90', PER DAY 35.00
91' & over, PER DAY 40.00
Cruise Ship Passenger Landing Fee, PER PASSENGER 1 $7.50

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 44, Packet Page 281 DESCRIPTION FY23 FEE
Comprehensive Fee Schedule

PUBLIC WORKS - HARBOR & MARINA
(2 pages)
Wharfage
High Volume Seafood (Trawl-caught ground fish, squid, mackerels, sardines) $/TON 3 $7.51 High Volume Seafood (Anchovies) $/TON 3 $3.77
All Other Seafood/Sea Products Harvested by Pot, Trap, Hooks, or By Hand (includes crustaceans and invertebrates) $/POUND 4 0.025
Aguaculture Abalone (Less than 4" in length) $/EACH 4 0.063 Aguaculture Abalone (4" or larger in length) $/EACH 4 0.125 1 Fees include CPI adjustment per year end Feb SF, rounded down to the nearest 50 cents. 2 There is a single fee for K-Tier Side-tie Transient; a reduced fee is charged during Winter months. 3 Fees include CPI adjustment per year end Feb SF, no rounding. 4 Fees include CPI adjustment per year end Feb SF, rounded to the nearest mill.

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 45, Packet Page 282 DESCRIPTION UNITS FY24 FEE
Category
Residential Sewer Charge1 $10.77
Multi-Residential/Condo Sewer Charge1 $7.88
Sewer Connection Fee2 Dwelling Unit $3,515
Non-residential Sewer Charges1
(per one unit of sewer charge)
Business/Government (1-10 employees) Location/Each Business $8.29 Business/Government (11-20 employees) Location/Each Business $16.59 Business/Government (21-30 employees) Location/Each Business $24.99 Business/Government (31-40 employees) Location/Each Business $33.28 Business/Government (41-50 employees) Location/Each Business $41.57 Business/Government (51-60 employees) Location/Each Business $49.87 Business/Government (61-70 employees) Location/Each Business $58.27 Business/Government (71-80 employees) Location/Each Business $66.56 Business/Government (81-90 employees) Location/Each Business $74.85 Business/Government (91-100 employees) Location/Each Business $83.14 Business/Government (101-110 employees) Location/Each Business $91.55 Business/Government (111-120 employees) Location/Each Business $99.84 Business/Government (141-150 employees) Location/Each Business $124.82 Business/Government (171-180 employees) Location/Each Business $149.70 Business/Government (181-190 employees) Location/Each Business $158.10 Business/Government (210-220 employees) Location/Each Business $182.98 Business/Government (271-280 employees) Location/Each Business $232.52 Business/Government (721-730 employees) Location/Each Business $607.32 Hotel/Motel Each Room $4.63
Supermarket Each Location $45.45
Medical Office Each Licensed Physician $11.09
Dental Office Each Licensed Dentist $15.29
Rest Home/Convalescent Each Bed of Licensed Capacity $3.12 Animal Hospital Location/Each Licensed Business $20.79
Restaurant - 1 Meal/day Each Restaurant Seat $0.43
Restaurant - 2 Meals/day Each Restaurant Seat $0.65
Restaurant - 3 Meals/day Each Restaurant Seat $1.18
Restaurant with Bar Each Restaurant Seat $1.18
Bar Location/Each Business $18.09
Night Club Location/Each Business $54.17
Take-Out Small Location/Each Business $20.14
Take-Out Medium Location/Each Business $49.65
Take-Out Large Location/Each Business $90.47
Bakery Location/Each Business $16.37
Theatre Per screen @ each Location $26.82

PUBLIC WORKS - SEWER
(2 pages)

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 46, Packet Page 283 DESCRIPTION UNITS FY24 FEE

PUBLIC WORKS - SEWER
(2 pages)
Non-residential Sewer Charges1
(per one unit of sewer charge) cont'd
Gym - 500 Members Location/Each Business $8.29
Mortuary Location/Each Business $22.08
School - Minimum Location/Each Business $8.29
School - Pre-Grade 6 School Population $0.11
School - Grade 7 - College School Population $0.22
School - Boarding School Population $2.26
Instructional Facility School Population $8.29
Church - 1-100 Members Location/Each Business $8.29
Church - Over 100 Members Location/Each Business $16.59 Photo Developer Location/Each Business $8.29
Laboratory - 10 Employees Location/Each Business $8.29
Laboratory - 20 Employees Location/Each Business $16.59 Printer - 10 Employees Location/Each Business $8.29
Printer - 20 Employees Location/Each Business $16.59
Garage/Repair Location/Each Business $7.97
Paint Shop - 10 Employees Location/Each Business $8.29
Paint Shop - 20 Employees Location/Each Business $16.59 Dry Cleaner Location/Each Business $27.57
Laundromat Each Washing Machine $7.22 1
Fees set with annual increases July 1 of each year through 2015/16. 2 Annual increases effective July 1 each year, per Construction Cost Index (MRWPCA ordinance for Dec).

EXHIBIT A
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 47, Packet Page 284

!"#$%#&' ()*+
( , -./

01 2
314
5

678

9:

;<=><?6@@A6B/:
9:

C
D
E.F;G=H<<6G@ I6B/:
9:

C
E:A
E.F ;@6@@
F
DD
JDF
8

B/:
D
E.F

B/:

E:A
E.F KG@L
8
B/:
D
E.F
-IM 'NO

# 1

6IFC
D
P
Q/

A
:
;R=?SS6@@A6IF
C
E:A
P
Q/

/
T/

A
:
;G=G@<6@@ 01 2
314
5
U
6V:
9:

K<C?
:M;G=H<<6G@ A6
W
8
9:

K<CX
:M;R=G><6G@I6Y:

9:

K<CR
:
M;<=>?>6@@ /6

B///
-
KR/=
H/
DF
I6
8
7:
M ;>XZ6G@
Z Z@@6@@;

G @@6@@;

@@6@@;

<=@XG6@@;

&1[\
!N

]
02

^O
2 _14

`
6J

///

F
/
A:

C

a
A
;H@@6@@A6V

;G@6@@ # 2

1
bc2

d

(

67/:
e
9:

;RRH6G@R
R H@6@@;

XH6@@;

A67/:
C
IF
;RRH6G@RH@6@@;

I67/:
f
8
8;R>H6@@RZG6@@;

/6E/
J.
I

;?>6@@S@6@@;

6T:

B/

a
V;H@6@@H@6@@;

678

9:

;>??6@@A6W
8
9:

;<=R>@6G@
I6Y:

9:

K<CR
:
M;>R@6@@/69:

e
D
E.F;<=SX?6G@
$c"h!
i
" " c%#&'
$c"%j '%
\
j % ")
( ! kl
mnopqr /6
;@6@@
ATTACHMENT 2
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 48, Packet Page 285

!"#$%& "#'()%

*+
,
- . ,//0//- 1

2345
6
7/78 ,8 9&)(#& (&):9&;#& (&) < =">#
?"#@(% A/3 78
-78
- 78
-
B
78/

+

C6 C6D3
78/
+5
5 5
*+

B
7/C
5
E *
F C6
373 7/C
EG C6
F C673 13
/H3 /C
4 *G

*5
* *
*
5
D3

1
3
4*G

*5
* *
*
5 D3

1 /

4

/
/ *+

* * *E
5 *
5 IC/3 788 B8
+F 5

+5 *+
03 788 B8

G5
5
5
+5 *+
9&)(#& (&):9&;#& (&) J K(('(&L%:MN$L"O% < ="># ?"#@(% < PLL$)$&"N Q((
B
+
E
5 E
E

78
+
E

E

E

788 B8
+
E

E

E

3D3

R
E5
* E

D3

1/
* G3 S
B
8
4 T$%$&)(# (&) < =">#
?"#@(%
B
78/+EG

C6D3
78/

5 * C6 G*F

B
R73 7/C
G*
5G
*G G+ G*F
373 7/C
13
/H3 /C
4G*E
F G *
* G+ +*5G D3

F*F5 G F*
* + *F+ *5G
D3

F*EFF
G +*G * + *+E
*5G

/8

R
3//R5+
E 5
C6*+

/8

R
3//RE

5 *
C6*+

ATTACHMENT 2
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 49, Packet Page 286

! "

$%
&'(

)*+,-+.
/0
1,2*)34,
6 54)441

767 ,8*)441

9),8+82+.
/01.5-)442
8 34)441

* 44)441

24)441

8**)441

/),-+8*+.
/01325)343
. -4)441

* 44)441

24)441

22*)441

! "

:
;

)*+,-+.
/01,.*)44,
3 34)441

-8)441

,8*)441

9),8+82+.
/0183*)448
8 <3)441

3 44)441

-8)441

8**)441

/),-+8*+.
/01..*)34.
. 34)441

3 44)441

-8)441

3-8)441

=
>

?
@"

)/0
A
BA
C
ADE69
/0
F
'
/0

/ 15)34,
8 4)341

8)341

D
D
9)/0
A
BA
C
E69
/0

C
'
/0

/
14)44 9)
6
/0
A
BA
G
H
E
0
(

IJJ 1,-*)44,-*)441

/)/0
K
6
C
L(

B
G
C
&
6

JJ 1*4)44*4)441

()G
M

EA1,<)448
4)441

D
D
D

)&

N/'1844)348
44)341

D
D
D
O)P
B

7DE'183*)4483*)441

,*4)441

JQ
9
A9
O
0
(

R
0
'6/0

(/
(

6
9

(
O
0

O
0
(

O
'6/0

(
0

O
A9

'
0
0 B

//

(

'

(6

O
S(
(A)
&O
O
(/R
6/0

(BT
/

6
9

9
U6()
,G
0

9

(V6(

6

W6
9 (

0

6

&/
N(+
H
&NI)

&N
/

0

9
9 (

0
'690(

&N
O

G
//
L

H

G
//C X
7
(C

WI
L'
(

(
6((

0

OO
/
H4)34I)
ATTACHMENT 2
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 50, Packet Page 287 ORDINANCE NO. ____ C.S.

AN ORDINANCE OF THE COUNCIL OF THE CITY OF MONTEREY
AMENDING MONTEREY CITY CODE SECTION 19-103 TO FULLY RECOVER COSTS OF

APPEALS AND HISTORIC PRESERVATION APPLICATIONS
THE COUNCIL OF THE CITY OF MONTEREY DOES ORDAIN, as follows:

SECTION 1:

WHEREAS, on June 2, 1992, the City adopted Ordinance 3100 to recover the percentage of costs reasonably borne in providing the products or services as established in the ordinance;
WHEREAS, existing policy is to recover 10% of the City’s costs in administering appeals before the City Council and the City’s Boards and Commissions. This means that the General Fund is subsidizing 90% of third-party appeals. The cost of administering appeals ranges from $938.63 to $1,835.50. The purpose of this amendment is to recover 100% of the costs reasonably borne that are necessary to process and administer appeals; WHEREAS, the City’s current policy is to 100% subsidize Historic Rezone, Mills Act, Historic Permits, Historic Survey Reviews, and Historic Report Reviews. Staff is proposing to charge fees for properties seeking historic designation, tax incentives (Mills Act), permits and review of Historic Preservation Reports. The city at one time charged these fees, but they were eliminated to incentivize historic preservation. The amount of the City’s subsidy ranges from $3,117.50 to $4,422.58 per application. The purpose of this amendment is to recover 100% of the costs connected with historic preservation applications; WHEREAS, [Insert CEQA Text as approved by Planning Division]; NOW THEREFORE, the Monterey City Council declares as follows:

SECTION 2: The above recitals are true and correct and are hereby incorporated and adopted as findings of the City Council as if fully set forth herein.

SECTION 3: Monterey City Code, Chapter 19, Section 19-103(a)’s table of fees and service charges, (I.)(11) is hereby amended to read as follows:

I. Development Services:
(11.) Appeals 100%
VI. Administrative Services
(13.) Appeals staffed by City Attorney’s Office 100%
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 51, Packet Page 288 2 SECTION 4: Monterey City Code, Chapter 19, Section 19-103(a)’s table of fees and service charges, (I.)(27) is hereby amended to read as follows:

I. Development Services:
(27.) Historic Rezone, Mills Act, Historic Permits,
Historic Survey Review, Historic Report Review 100%
SECTION 5: All ordinances and parts of ordinances in conflict herewith are hereby repealed.

SECTION 6: This ordinance shall be in full force and effect thirty (30) days from and after its final passage and adoption.

PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF MONTEREY this _____ day of _______, 202_, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

APPROVED:

ATTEST:

Mayor of said City
City Clerk thereof
Council Regular Meeting, 3/21/2023, Item No. 14., Item Page 52, Packet Page 289 Council
Agenda Report
FROM: Rafaela T. King, CPA, MBA, Finance Director
Prepared By: Kyle R. Olsen, Finance Analyst
SUBJECT: Amend Resolution 22-086 Authorizing Changes to the Fiscal Year (FY) 2022/23 Budget to Increase Revenues and Appropriations in the General Fund and Other Funds, Designate Funds into the Economic Uncertainty Fund and Various other Reserve Funds, and Update the Position Control List (Not a Project under CEQA Article 20, Section 15378 and under General Rule Article 5, Section 15061) RECOMMENDATION:

That the City Council approve the attached resolution amending the FY 22/23 budget and FY 22/23 Position Control List.

VALUE DRIVERS:

Serve as stewards of the City’s financial resources through sound economic vitality efforts, streamlining operations, reasonable revenue enhancements, visionary long-term planning, fiscal transparency, and community partnerships.

POLICY IMPLICATIONS:

It is good fiscal and budget policy to regularly review the financial results of City operations. In addition, governmental accounting standards requires that the City Council be regularly updated as to the financial condition of the City.

FISCAL IMPLICATIONS:

In June 2022, the Council adopted a balance budget for the 2022/23 fiscal year. With the proposed mid-year adjustments. The General Fund FY 22/23 estimated revenues and expenditures are $93.48M and $96.18M, respectively. Estimated FY 22/23 Net Transfers Out is $1.97M. The FY22/23 mid-year budget adjustments for increases to revenues and expenditures are $4.48M and $3.07M, respectively. The change to the Net Transfers Out is $1.2M. The current year deficit of revenues to expenditures is $4.67M.

The previously projected June 30, 2022 unassigned fund balance was estimated to be $6M.

The audited FY21/22 unassigned general fund balance is $7.8M. This increase is attributed to increased revenues, closely monitoring and underspending of expenses, deferring much needed costs and repairs, and unfilled funded positions.

Unassigned fund balances can be used to fund reserves and one-time efforts, as opposed to funding new programs, since they are not a reliable ongoing source of revenue. The recommended budget adjustments propose to repay the Neighborhood Community Improvement Project (NCIP) Fund $1.2M for funding the dehumidifier at the Monterey Sports Center at the beginning of the fiscal year when the City was unsure the general fund would be able to support this project. Also included in this proposed budget, is to fund the a “Community Investment” portion for the City-owned Affordable Housing project at Van Buren and Madison Sts. in the amount of $1.5M. It also proposes to use a portion of the unassigned fund balance as Date: 3/21/2023
Item No.: 15.

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 1, Packet Page 290 contributions to the following Reserve Accounts:
 Economic Uncertainty Reserve - $2.83M taking it to 18% of General Fund operating expenses.
 Repay NCIP - $1.2M
 Pension Obligations Reserve - $2M
 Conference Center Reserve - $750K
 Sport Center Reserve - $750K
 Technology Infrastructure Reserve - $750K
 City Facilities Reserve - $300K
Other Special Revenue Funds Mid-Year adjustment requests include an increase in Transient Occupancy Tax revenue to the Neighborhood Improvement Fund of $512,000, an increase in Sales Tax revenue to the Street Infrastructure Rehab (Measure P&S) Fund of $348,000, an increase in expenditures of $20,000 to the Housing Fund, and an increase in revenue to the Tidelands Fund of $411,738. This report also proposes an allocation of $250K to the Tidelands Sea Level Rise Reserve Fund.

The Capital Improvement Projects fund consists of increases to appropriations for three projects, totaling $1.2M. These projects include $1M for Monterey Conference Center cooling towers, charged to the General Fund, $180K for a roof replacement on the Wharf charged to the Tidelands Fund, and $30K for pay station upgrades at the waterfront parking lot charged to the Marina Fund.

The Internal Service Funds consists of an increase in revenue of $29K in the Equipment Replacement Fund and an increase in expenditures of $260K in the Vehicle Maintenance Fund.

The Enterprise/Proprietary Fund consists of an increase in revenue of $610K and a corresponding increase in expenditures of $2.17M for a net increase in expenditures of $1.5M in the Parking Fund.

ENVIRONMENTAL DETERMINATION:

Because the proposed action and this matter have no potential to cause any effect on the environment, or because it falls within a category of activities excluded as projects pursuant to CEQA Guidelines section 15378, this matter is not a project. Because the matter does not cause a direct or any reasonably foreseeable indirect physical change on or in the environment, this matter is not a project. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.

ALTERNATIVES CONSIDERED:

The Council could choose to not approve budget adjustments or designate fund balance to the various reserve funds; however, that is not recommended.

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 2, Packet Page 291 DISCUSSION:

Purpose and Value of Periodic Budget Updates
Budgets are a compilation of estimates (i.e., about economics, programs, projects, service demands, emergencies, etc.) and such estimates are based upon information known at the time the budget is developed. The budget process consists of activities that encompass the development, implementation, and evaluation of a plan for the provision of services and capital assets. The process helps decision makers make informed choices about the provision of services and capital assets and to promote stakeholder participation in the process. Financial forecasting is a best practice recommended by Government Fiscal Officers Association (GFOA) because it evaluates current and future fiscal conditions to guide policy and programmatic decisions.

The City’s fiscal year spans July 1 to June 30 and currently uses the annual budget model.

A critical feature of effective governance, transparency and financial management is budget monitoring and reporting. This FY22/23 update reflects information known about halfway through the fiscal year (from July 2022 to January 2023) and this helps plan for the upcoming FY22/24 budget and the five-year forecast.

Sound fiscal management practices suggest that unanticipated one-time revenues be used for one-time uses rather than recurring operational expenses. Furthermore, the City has not been able to adequately address ballooning pension liability and the long-term needs of City facilities, technology, and infrastructure. As such, City staff is proposing to add $7M of funding to pension liability and necessary facility/infrastructure funds, in addition to restoring the Fund for Economic Uncertainty.

Fund for Economic Uncertainty
The proposed mid-year budget adjustments include recommendations to add additional funding to reserve funds addressing the needs expressed in our tax measures. We learned that our fund for economic uncertainty, while funded at the City Council adopted policy level of 16.6% (2 months of General Fund expenditures) of the General Fund, did not provide us with a sufficient cover to face a prolonged disaster such as the pandemic. Staff propose using $2.825 million of the unassigned balance to restore the fund and raise it to 18% of the General Fund operating balance. 1
Pension Reserve Fund
In March 2022, the Council received a report from actuarial services consultant Bartel Associates, LLC highlighting that the City of Monterey’s Unfunded Actuarial Accrued Liability (UAAL) exceeded $170M.

In July 2022 CalPERS announced a net investment return of negative 6.1% for the fiscal year ending 2021-22. This, along with the change in the discount rate to 6.8%, will negatively impact 1 A comparison of neighboring cities (using ACFR data) shows the following reserve level policies:

Seaside 30% - currently at 34%; Pacific Grove 35% - currently at 42%; Carmel 15% - currently at 20%; Marina 20% - currently at 25%.

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 3, Packet Page 292 the net pension liability in future reporting periods. The investment pool experienced gains in fiscal year 2021, resulting in a drastically reduced liability in fiscal year 2022. With the release of the latest CalPERS Annual Valuation Report, the City saw its UAAL drop to $130M. However, those gains are short lived and the City expects the inverse to be true in fiscal year 2023 as all gains were lost in fiscal year 2022.

In September 2022, the Council set a policy to fund the Pension Reserve Fund at an amount between $1M to $2.5M annually. This proposal recommends an allocation of $2M to affirm the City’s commitment to address the City’s current UAAL of $130 million.

In addition, as directed by the City Council, staff sent out a Request for Proposal (RFP) to get a firm to establish and manage an Internal Revenue Code (IRC) Section 115 Trust. In a separate agenda item, Staff has provided a recommendation for council to select the firm and move forward with the implementation of the Section 115 Trust. This budget action will provide initial funding of $2M that is currently in the Pension Reserve Fund. Staff may recommend additional allocations to the Pension Reserve Fund as part of the 2023/24 Budget.

Facility Reserves for Sports Center and Conference Center Our Sports Center and our Conference Center continue to require periodic and visionary reinvestments – Staff propose to annually contribute to the reserves for both facilities in the amount of $1.5M ($750K per facility). The balance in the Sports Center reserve fund after the approval will be $1.875M. The balance in Conference Center reserve fund after the approval will be $1.838M.

Facility Reserves for All Other City Buildings and Property Along with the Sports Center and Conference Center, the City has other buildings and facilities that need repair, upgrades, and maintenance on a regular basis. The City has an ongoing list of deferred maintenance upwards of $120M. Staff propose to start this reserve with an initial contribution of $300K. Annual contributions should be added as appropriate during the budget cycle. The balance in this reserve fund after the approval will be $300K.

Technology Infrastructure Fund
At the FY 21/22 Mid-Year budget, council authorized the creation of the “Technology Infrastructure Fund” reserve and initially funded it with $1.5 million to address the growing technology needs. The projected technology replacement costs continue to be in the millions of dollars. To stay on top of the escalating costs, and prepare for major upcoming technology needs, this report, proposes to allocate $750K to this reserve fund. The balance in this reserve fund after the approval will be $2.5M.

Internal Service Funds
While it is good news to see the increase in unassigned fund balance, it is also noteworthy to add that for many years now three of the six Internal Service Funds (ISF) are running at a combined deficit of over $6M. The Internal Service Funds are used to account for the financing of goods or services provided by one department to other departments of the City on a costreimbursement basis. Their revenue source comes from charging other departments for Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 4, Packet Page 293 services rendered. While these costs are allocated to the specific fund receiving the service, the majority of funding will come from the General Fund. Bearing this in mind, a deficit in the ISFs means the fund is operating at a structural deficit and therefore is not recovering the full cost of services that are provided. As such, the General Fund will bear the brunt of this in the form of opportunity loss. These costs will have to be evaluated and adjusted to recover the complete cost, create balanced ISF funds and continue to move forward without the current structural deficit. While these deficits are not addressed in the mid-year budget presentation, curing the $6M deficit will be a part of the strategy during the FY 2023-24 budget cycle.

Audited financial statements versus budgetary reports.

Under generally accepted accounting principles (GAAP), certain transactions are accounted for differently in the audited financial statements than in the city budget (e.g., depreciation of fixed assets, payment of debt principal, market value of investments, non-spendable fund balance, etc.). Therefore, there may be some differences between how the audited financial statement and the City budget document categorize and characterize certain revenues, expenditures, and fund balance.

FY 21/22 Financial Results

The FY21/22 audited financial statements confirm a larger than expected increase in unassigned fund balance of $7.8M as shown in Table 1.

Revenues
Revenue exceeded budget in FY 2022. Overall, total net General Fund revenue was 111% over projections. While not every revenue line item came in over the projections or even made the projected amounts, the top five general fund revenue sources that make up 85% of the revenues all surpassed the projected budget. Key areas where revenues exceeded the adopted budget are as follows:

Property taxes came in at 105% of budget equaling $690K. Sales tax was 103% over budget equaling $526K. Transient Occupancy Tax was 139% over budget, equaling $8M and Utility Users tax was 115% over budget equaling $569K. Franchise Fees exceed the projected budget by 113%, equaling $351K. Other taxes 145% equaling $225K. Licenses & Permits were 137% $491K., Fines and Forfeitures 106%, $15K. Rents were $123%, and Fees & Charges 110%, $1.3M.

A few areas of Revenue came in under the estimates. Business License at 93%, amounting to $235K., Intergovernmental at 91%, amounting to $775K., Interest Income had a $1.3M unrealized loss on investments. Other revenues (combination of Miscellaneous Reimbursements, Other Police Revenue, Special Project Reimbursement, Other Parks and Rec Services, Refunds, Donations, Sale of Promotional Items, Visitor Center Participation, etc.) came in at 34% amounting to $1.2M under projections.

Expenditures
Key areas where expenditures came under budget in large amounts include the following:

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 5, Packet Page 294 Salaries and Benefits were under the amended budget by $3.5M. The difference from the original adopted budget was under by $1.3M. The city averaged 50 to 60 vacancies City-wide during the fiscal year, for various reasons, contributing to the huge gap in salaries and benefits budget vs. actual.

Services/Supplies were also under the amended budget by $1.4M. However, the difference from the original adopted budget would have overspent this category by over $1.7M. Clearly showing the original budget was underestimated as the rising cost of services, supplies and inflation continue to grow.

Services/Supplies including Internal Service Charges were under the amended budget by $365K. The difference from the original adopted budget is $265K. Although this shows we were under budget, some services and supplies are still not as readily available to us.

Equipment Outlay is under the amended budget by $488K and the difference from the original adopted budget was under by $83K. This can be contributed to demands on the supply chain which has a direct impact on the timing of the receipt of goods and therefore a delay in the timing of payments. The City has run into the scenario numerous times over the past couple of fiscal years where orders for high ticket items, such as vehicles have been approved and ordered but due to the supply chain shortage of available parts, the requested items became unavailable and were therefore not expended, resulting in actual expenses being less than the budgeted amount.

Internal Service Charges were over budget by $75K. Again, the Internal Service Charges are overspent, specifically liability and property insurance, workers compensation and vehicle maintenance fund have negative fund balance and are not adequately funded to cover the expenses and should be evaluated and increased to make sure these funds co not continue to be in a negative fund balance position.

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 6, Packet Page 295 Table 1 - Estimated Fund Balance June 30
General Fund Balance Estimated (Unaudited) June 30 ($ million) 6/30/2022
(Audited)
6/30/2023
(Estimated)
Non-spendable 4.1 3.4
Committed, Assigned, Unassigned 32.6 39.1
Fund Balance - June 30 estimates 36.7 42.5
Budgetary Fund Balance" or Committed,
Assigned, Unassigned
Economic Uncertainty Reserve 14.8 17.3
Capital Projects (on-going) 1.6 2.5
Other Designations 2.6 2.7
Encumbrances 1.6 2.8
Conference Center Facilities Reserve 0.8 1.8
Sport Center Facilities Reserve 0.9 1.9
Pension Reserve 1.0 4.0
Technology 1.5 2.5
City Facilities 0.0 0.3
Unassigned 7.8 3.3
Budgetary Fund Balance" or Committed,
Assigned, Unassigned 32.6 39.1
FY 22/23 2nd Quarter Update & Year End Projections

On June 29, 2022, Council adopted the FY 22/23 budget. That FY 22/23 approved budget estimated an operating deficit of $0.1M and 6/30/2022 estimated unassigned (“available”) fund balance of $6.0M. In September 2022, council authorized a budget amendment with a net increase in expenditures of $3.9M to the General Fund, utilizing a portion of the projected available fund balance.

As of December 31, 2022, the City has collected 55% of budgeted revenues and spent approximately 49% of budgeted expenditures. While this is generally a positive trend, there are different cycles throughout the fiscal year. All revenues are not received on a monthly basis, some are bi-annual, quarterly as well as three times a year. The same is true for the payment cycle for expenditures. With the completion of the City’s financial audit, budget monitoring and new information known now, the FY22/23 budget has been updated and presented below.

The General Fund FY 22/23 adopted budgeted revenue and expenditures were $88.8M and $89.0M respectively. In September of 2022 these budgeted amounts were increased to revenue of $89.0M and expenditures of $93.1M. The budget is reviewed on a regular basis to assess the need for amendment to allocations of resources as well as increases or decreases in those expected resources.

As shown in Table 2, the General Fund FY22/23 estimated revenue of $93.5M is not sufficient to pay for operating expenditures of $96.2M. Taking into consideration all expenditures and transfers (for debt service and capital improvement program), the FY22/23 estimated deficit is $4.66M. There is adequate one-time savings in the unassigned (“available”) fund balance to absorb the deficit as well as to be used to fund various reserve funds. This amount is being Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 7, Packet Page 296 allocated as proposed in this budget update, leaving a projected June 30, 2023, unassigned Fund balance of $3.3M. An important outcome is not only restoring the Economic Uncertainty Reserve goal of 16.6%, but also increasing it to 18%, which is included in this proposal as noted above with all other additions to the reserve accounts.

The remaining unassigned Fund Balance of $3.3M is not being allocated at this time as it is important to have a buffer as we go into the FY23-24 budget cycle. We are keeping this amount to be able to approve new requests, close any one-time funding needs and to fund projects as they may arise during the year.

Table 2 - FY22/23 General Fund Budget Update
General Fund ($ million) Amendments
FY22/23
Amended
Budget
Revenue 4.48 93.5
Expenditure 3.07 96.2
Revenue Over/(Under) Expenditure 1.41 -2.7
Transfer In 0.7
Transfer Out Other -1.3
Transfer Out Debt Service -0.5
Transfer Out Capital Improvement Program -0.8
Net Transfer (Use) 0 -2.0
FY22/23 Estimated Surplus/(Deficit) 1.41 -4.66
Table 2 - FY22/23 General Fund Budget Update (Details)
General Fund ($ million)
FY22/23
Adopted
Budget Amendments
FY22/23
Amended
Budget @
12/31/2022
Proposed MidYear Budget
Amendments
FY22/23
Amended
Budget
Revenue 88,854,778 150,000 89,004,778 4,481,077 93,485,855 Expenditure 89,003,331 4,108,634 93,111,966 3,066,327 96,178,293 Revenue Over/(Under) Expenditure (148,554) (3,958,634) (4,107,188) 1,414,750 (2,692,438) Transfer In 658,715 658,715 658,715
Transfer Out Other (134,989) (134,989) (1,200,000) (1,334,989) Transfer Out Debt Service (543,918) (543,918) (543,918) Transfer Out Capital Improvement Prog(r7a5m0,000) (750,000) (750,000) Net Transfer (Use) (770,192) 0 (770,192) (1,200,000) (1,970,192) FY22/23 Estimated Surplus/(Deficit) (918,746) (3,958,634) (4,877,380) 214,750 (4,662,630) Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 8, Packet Page 297 The budget amendments on September 20, 2022 also included various Special Revenue Funds and Capital Improvement Projects as well as updates to the City’s salary schedule to reflect the conclusion of labor negotiations with six of the seven bargaining units.

General Fund Amendments Include:

As shown in Table 3 below, the total expected increases in General Fund revenues are $4.48M.

While we expect the revenue trends to stay strong throughout the remainder of this fiscal year, we are cautious about the results. One of the largest drivers of revenues to date is the Transient Occupancy Tax which, as of December 31, 2022, had received more than 59% of the expected annual revenue. As this translates to approximately $2.4M ahead of the Adopted Budget, we are estimating a total increase of $2.6M. However, we know that the upcoming months are typically slower than the earlier months and the recent poor weather conditions has a direct effect on the amount of leisurely travel being made to Monterey. The effects of the storms may counter gains made earlier in the fiscal year.

Other key areas of growth in projected revenues include $125K in Property Tax, $291K in Sales Tax, and $100K in Interest income. The most significant is the $873K arising from the reimbursement for firefighting services from other State agencies.

TABLE 3 - GENERAL FUND FY 2022/2023 BUDGET AMENDMENT (DETAILS) REVENUE ($ MILLION) Amendments
FY 22/23
Amended
Budget
1 Property Taxes $125,000 $13,755,482
2 Sales and Use Taxes $291,473 $15,540,191
3 Transient Occupancy Taxes $2,691,600 $28,731,600
4 Business License $0 $3,865,531
5 Utility Users Taxes $0 $4,130,452
6 Other Taxes $0 $516,509
7 Franchise Fees $0 $2,630,914
8 License and Permits $0 $1,706,323
9 Fines and Forfeitures $0 $203,070
10 Intergovernmental $873,155 $1,220,168
11 Interest Income $100,000 $504,703
12 Rents $320,000 $2,622,453
13 Fees and Charges $75,925 $16,546,688
14 Other Revenues $3,925 $1,511,772
TOTAL REVENUES $4,481,077 $93,485,855
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 9, Packet Page 298 As shown in Table 4 below, the expected increases in General Fund expenditures are $3.06M.

TABLE 4 EXPENDITURES ($ MILLION) Amendments
FY 22/23
Amended
Budget
1 City Council/ Mayor $ - $ 129,601
2 City Attorney $ - $ 1,268,106
3 City Manager $ - $ 1,087,391
4 City Clerk $ - $ 680,865
5 Communications & Outreach $ - $ 234,981
6 Community Development $ 1,530,000 $ 7,541,808
7 Conference Center $ 48,000 $ 5,003,089
8 Finance $ - $ 3,692,542
9 Fire $ 900,693 $ 27,279,281
10 Human Resources $ - $ 1,132,544
11 Non-Dept. $ 183,500 $ 379,195
12 Library $ - $ 2,956,328
13 Police $ 169,967 $ 22,462,662
14 Public Works- Engineering $ 92,167 $ 8,695,100
15 Parks & Recreation $ 142,000 $ 13,634,800
TOTAL EXPENDITURES $ 3,066,327 $ 96,178,293
Department Name
Original Budget
FY 2022-2023
Budget
Amendments
Adjusted
Budget
FY 2022-2023
Proposed MidYear Budget
Amendments
FY22/23
Amended
Budget
City Council/ Mayor $ 129,601 $ - $ 129,601 $ 129,601
City Attorney $ 1,258,654 $ 9,452 $ 1,268,106 $ 1,268,106 City Manager $ 1,072,110 $ 15,281 $ 1,087,391 $ 1,087,391 City Clerk $ 680,865 $ - $ 680,865 $ 680,865
Communications & Outreach $ 234,981 $ - $ 234,981 $ 234,981 Community Development $ 5,226,280 $ 785,528 $ 6,011,808 $1,530,000 $ 7,541,808 Conference Center $ 4,472,580 $ 482,509 $ 4,955,089 $48,000 $ 5,003,089 Finance $ 3,672,542 $ 20,000 $ 3,692,542 $ 3,692,542
Fire $ 26,128,654 $ 249,934 $ 26,378,588 $900,693 $ 27,279,281 Human Resources $ 1,082,544 $ 50,000 $ 1,132,544 $ 1,132,544 Non-Dept. $ 186,026 $ 9,669 $ 195,695 $183,500 $ 379,195 Library $ 2,869,991 $ 86,337 $ 2,956,328 $ 2,956,328
Police $ 21,937,902 $ 354,793 $ 22,292,695 $169,967 $ 22,462,662 Public Works- Engineering $ 8,139,807 $ 463,126 $ 8,602,933 $92,167 $ 8,695,100 Parks & Recreation $ 11,910,795 $ 1,582,005 $ 13,492,800 $142,000 $ 13,634,800 Total $ 89,003,331 $ 4,108,634 $ 93,111,966 $ 3,066,327 $ 96,178,293  Community Development Department: The Community Development Department needs to replace a main sewer line for a building that is owned by the City and leased to the Monterey Peninsula Chamber of Commerce. This results in a net increase of $30,000 to the department’s expense budget.
 City-owned Affordable Housing Project: This proposed budget also proposes to allocate $1.5M to fund ”community investment” portion for the City-owned Affordable Housing Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 10, Packet Page 299 project at Van Buren and Madison Streets into the Community Development Department’s budget.
 Monterey Conference Center: The Conference Center needs an increase in funds to reestablish a contract with a local falconer to prevent the local bird population from nesting on top of the facility. Additionally, the Conference Center will utilize salary savings to partially fund the addition of a new Conference Center Facilities Attendant position. The remaining will be added to the net increase. A net increase of $48,000 will be added to the department’s expense budget.
 Fire Department: Additional funds are needed to cover the costs of a 2022 review of firehouse contracts with Baker Tilly, debt service, as well as adjust for reimbursable overtime costs. The City of Monterey has provided services to the State of California and the City of Carmel, as part of this mid-year adjustment the City will collect more than $900K in revenue to offset salary and overtime costs incurred. Also, this adjustment provides funding for new OSHA requirements and revises the budget to account for a newly approved Training Division Chief position. The net effect is an increase in revenues of $12,786.
 Non-Departmental: An appropriation of funds is needed for the payment of collected funds on behalf of the Monterey Fairgrounds for satellite betting. Additional funds are needed for the City’s membership in the League of California Cities, Local Governments for Sustainability, and similar items. Additionally, revenue for non-departmental accounts will be adjusted to include payment from the parking fund for the annual parking facility lease payment. A net of $116,500 will be added to the non-departmental revenue budget.
 Police Department: Resolution No. 17-158 authorized the expenditure of funds for nonsworn public safety presence in the Downtown and Tidelands areas with staffing in those areas as determined by the Police Chief. Additional funds are needed to cover the expense Additionally, this mid-year amendment adds the debt service and corrects a negative balance which was inadvertently budgeted during the budget process in mid2022. This results in a net increase of $169,967 to the department’s expense budget.  Public Works Department: Additional funds are needed to correct an inadvertent negative budgeted balance as well as address increases toother contractual services.

Also, the department will utilize savings from vacancies to add a new Deputy for Public Works/Administration position he net change is an addition of $92,167 in expenses.  Parks and Recreation Department: Additionally, funds will address renovations, repairs for county health code compliance, programmatic supplies, contractual services as well as advertising and marketing for programs in advance of the department’s busy summer season. A net increase of $142,000 will be added to the department’s expense budget.

Along with amendments to the General Fund, staff also recommend adjustments to Special Revenue Funds, Enterprise Funds, Internal Service Funds, Capital Improvements as described below, as well as investments in the City’s various reserve funds as itemized above.

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 11, Packet Page 300 Special Revenue Funds Include:
 Tidelands Fund (807): Payments to the Tidelands fund to pay for its proportionate share of police and fire radios as well as Liability/Property Insurance need to be included in the City’s revenue/expense budgets. A net increase of $411,738 will be added to the Tidelands Fund projected revenue budget.
 Housing Fund (268): Payments (debt service) from the Housing Fund for the Monterey Hotel need to be included in the City’s revenue/expense budget. A net increase of $20,000 will be added to the Housing Fund’s expense budget.

 Neighborhood Improvement Fund (216): Projected increases of Transient Occupancy Tax, 16% of which is allocated to the Neighborhood and Community Improvement Program, results in the increase to revenue in the amount of $512,000.  Street Infrastructure Rehab (Measure P & S) (252): Projected increases in Sales Tax results in an increase in revenue in the amount of $348,000 Enterprise Funds Amendments Include:
 Parking Fund (625): Funds are needed to account for the fund’s annual parking facility lease payment, a corresponding increase in expenses and offsetting increase in revenue for collections processing, and debt service payment to the general fund. A net increase of $1,565,658 will be added to the fund’s expense budget.

Internal Service Funds Include:
 Vehicle Replacement Fund (705): Payments to the Vehicle Replacement Fund to eventually replace the City’s firetruck purchased in 2006 need to be included in the City’s revenue/expense budgets. A net increase of $6,425 will be added to the Vehicle Replacement Fund’s revenue budget.
 Vehicle Maintenance Fund (708): As of December 31, 2022, the City has already spent more than 63% of its annual fuel budget. As fuel costs continue to rise in the area and throughout the country, additional funds are needed. Additionally, funds are needed to address rising costs for fire apparatus repairs and to support a nine-week training for a fire mechanic to complete a fire apparatus training certificate course. A net increase of $260,003 will be added to the fund’s expense budget.

Capital Improvement Projects Amendments Include:
 General Fund (101): Monterey Conference Center Cooling Towers: Cooling towers for the conference center were not addressed during the renovation. The towers are currently at the end of their life and replacement is critical. A net increase of $1,000,000 will be added to the Capital Improvement Fund expense budget for this replacement.  Marina Fund (600): Parking Pay Station Upgrades: Additional funds are needed to procure equipment for upgrades to pay stations at the Marina. The Marina Fund is responsible for 22% of the cost of the pay station upgrade project. A net increase of Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 12, Packet Page 301 $30,000 will be added to the Capital Improvement Fund expense budget for this upgrade.
 Tidelands Fund (807): 30 Fisherman’s Wharf Roof Repairs: The roof of 30 Fisherman’s Wharf is leaking and needs to be replaced. At present, the City is unable to lease the property until the leaks are repaired. A net increase of $180,000 will be added to the Capital Improvement Fund expense budget for this repair.

Additional Considerations Include:
 Merchant Processing Fees: As part of the task of monitoring for cost efficiencies staff did an audit of merchant processing fees. While we note there should be sufficient funding in the individual department’s Operations and Maintenance budget to cover these fees, there is a significant increase of about $190K city-wide in the assessed fees. Staff will be looking at the fees charged versus the revenue received to determine our options including the maximum allowed to be charged, negotiations of fees with the merchants among other options.
 Internal Service Funds are used to account for the financing of goods or services provided by one department to other departments of the City on a cost-reimbursement basis. The City has six internal funds: (1) Equipment Replacement, (2) Vehicle Maintenance, (3) Information Services, (4) Worker’s Compensation Insurance Trust, (5) Liability & Property Insurance, and (6) Health Insurance Trust. As shown in Exhibit C, three of the funds are operating at a loss. The deficit between the three funds is in excess of $6M. This is an indication that the funds are not collecting enough revenue from the other funds they service, leaving the General Fund to subsidize the internal service funds. This is an area that will be assessed during the upcoming months to make sure these funds are adequately recovering costs and other funds are being charged accordingly. In particular, the General Fund will need to contribute from the unassigned fund balance to close the deficits.
 Fund Balance for Non-Major Funds: It is important to report on the progress of all City funds. Exhibit C illustrates the beginning fund balance of all funds, along with the FY 22/23 projected revenues and expenses and estimated fund balance at June 30, 2023. It is important to note the Capital Projects fund will allocate all incurred cost to the respective funds where the project resides at the end of each fiscal year, The result will be an increase in expenses for that fund with a corresponding decrease in fund balance and a zero fund balance in the capital projects fund.

Position Control
The City requests to add a Deputy for Public Works/Administration position to the City’s position control list. The department has accounted for the cost of providing three months of funding for the position with current salary savings. If approved, this position will be included and fully funded in the FY 2023/24 budget using other offsetting salary savings.

RTK/KRO
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 13, Packet Page 302 Attachments: 1. Resolution

2. Exhibit A – Account Details

3. Exhibit B – Position Control List

4. Exhibit C – Fund Balance projections for all funds
Writings distributed for discussion or consideration on this matter within 72 hours prior to the meeting, pursuant to Government Code § 54957.5, will be made available at the following link:
https://monterey.org/Submitted-Comments
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 14, Packet Page 303 RESOLUTION NO. __- ___ C.S.

A RESOLUTION OF THE COUNCIL OF THE CITY OF MONTEREY
AMEND RESOLUTION 22-086 AUTHORIZING CHANGES TO THE FISCAL YEAR 2022-23

BUDGET TO INCREASE GENERAL FUND BUDGET REVENUES AND EXPENDITURES IN

THE GENERAL FUND AND OTHER FUNDS, DESIGNATE FUNDS INTO THE ECONOMIC

UNCERTAINTY RESERVE AND VARIOUS OTHER RESERVE FUNDS, AND UPDATE THE

POSITION CONTROL LIST
WHEREAS, on June 29, 2022, the City Council adopted Resolution 22-086 adopting the 2022/23 operating budget of the City of Monterey;
WHEREAS, on September 20, 2022, the City Council adopted Resolution 22-130, amending Resolution 22-086 the operating budget for fiscal year 2022/23 budget, Resolution 21-106, the Position Control List, and General Fund updates were summarized and presented to Council;
WHEREAS, fiscal year 2022/23 updates were summarized and presented to Council, WHEREAS, budget adjustments are proposed to reflect information known since budget adoption and amendment; and
WHEREAS, the City of Monterey determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA)(CCR, Title 14, Chapter 3 (“CEQA Guidelines”), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Because the proposed action and this matter have no potential to cause any effect on the environment, or because it falls within a category of activities excluded as projects pursuant to CEQA Guidelines section 15378, this matter is not a project.

Because the matter does not cause a direct or any reasonably foreseeable indirect physical change on or in the environment, this matter is not a project. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MONTEREY that it hereby authorizes the Finance Director to:
1) Amend Resolution 22-086 authorizing changes to the Fiscal Year 2022-23 Budget with Exhibit A
2) Make the following FY 22/23 General Fund budget adjustments to increase estimated revenue by $4,481,077 and appropriations by $3,066,327 as itemized in the Exhibit A (attached hereto):

Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 15, Packet Page 304 2 3) Designate $2,555,886 into the Economic Uncertainty Reserve

4) Designate $2,000,000 into the Pension Liability Reserve 5) Designate $750,000 into the Technology Infrastructure Reserve 6) Designate $750,000 into the Conference Center Facilities Reserve 7) Designate $750,000 into the Sports Center Facilities Reserve 8) Establish and Designate $300,000 into a City Facilities Reserve 9) Increase the Transfer Out to $1,200,000 to the Neighborhood and Community Improvement Program
10) Add a “Deputy Public Works Director – Administration” to the Position Control list as shown in Exhibit B (attached hereto)
11) Designate $250,000 into the Tidelands Sea Level Rise Reserve 12) Make the following FY 22/23 Special Revenue and Internal Service Funds budget adjustments as itemized in the Exhibit A (attached hereto).

PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF MONTEREY this ___ day of _____ 2023, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

APPROVED:

ATTEST:

Mayor of said City
City Clerk thereof
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 16, Packet Page 305

EXHIBIT A
Fund
Department/
Division Description Account # Revenue Expense
General Fund
Community Development
Mid-Penn Housing Affordable Housing 101-400-xxxx (TBD) $1,500,000 Maintenance - Buildings 101-400-4300-0000-4214 $30,000
$0 $1,530,000
Fire Department
State Reimbursement 101-250-2530-3490 $873,155
Fire Service Charges 101-250-2530-3640 $40,325
To 705 Loan Repayment - Fire Engine 101-250-2530-0000-4296 $11,400 To 705 Loan Repayment - Fire Radios 101-250-2530-0000-4296 $65,171 Salaries - Overtime 101-250-2530-0000-4102 $648,158
Professional Services 101-250-2510-0000-4240 $64,300
Safety Equipment 101-250-2530-SAFQ-4204 $40,000
Salaries - Full Time 101-250-2540-0000-4101 $71,664
$913,479 $900,693
Monterey Conference Center
Contractual Services 101-600-6231-0000-4220 $20,000
Salaries - Full Time 101-600-6231-0000-4101 $28,000
$0 $48,000
Parks & Recreation
Equipment Outlay - Bldg 101-500-5130-0000-4504 $25,000
Equipment Outlay - Other 101-500-5130-0000-4505 $59,000 Operating Supplies 101-500-5180-0000-4205 $19,000
Contractual Services 101-500-5180-0000-4220 $6,500
Printing & Postage 101-500-5110-0000-4203 $15,000
Contractual Services 101-500-5110-0000-4220 $17,500
$0 $142,000
Police Department
Salaries - Overtime 101-210-2110-0000-4102 $9,000
Contractual Services 101-210-2110-0000-4220 $50,000
To 705 Loan Repayment - Fire Radios 101-210-2120-0000-4296 $110,967 $0 $169,967
Public Works
Salaries - Full Time 101-310-3110-0000-4101 $3,690
Fringe Benefits 101-310-3110-0000-4150 $1,435
UAAL 101-310-3110-0000-4155 $335
Salaries - Full Time 101-310-3121-0000-4101 $3,875
Fringe Benefits 101-310-3121-0000-4150 $1,315
UAAL 101-310-3121-0000-4155 $350
Contractual Services 101-310-3152-0000-4220 $38,748
Salaries - P/Time Regular 101-310-3172-0000-4109 $42,419 $0 $92,167
Non-Departmental
Property Taxes Curent Unsecured 101-900-0000-3021 $125,000 Sales and Use Taxes 101-900-0000-3060 $182,266
Sales and Use Tax Measure G 101-900-0000-3063 $109,207
Transient Occupancy Tax 101-900-0000-3071 $2,688,000
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 17, Packet Page 306 TOT Penalties & Interest 101-900-0000-3073 $3,600
Interest Income 101-900-0000-3310 $100,000
Lease Revenue 101-900-9110-3319 $320,000
Alarm Fees 101-900-0000-3631 $100
General Plan Fee 101-900-0000-3653 $34,000
Snack Bar 101-900-0000-3748 $1,500
Refunds 101-900-0000-3833 $2,500
Donations 101-900-0000-3836 $1,300
Over/Short 101-900-0000-3899 $125
Contributions 101-900-9110-0000-4425 $8,500
Dues and Publications 101-900-9114-0000-4208 $175,000
$3,567,598 $183,500
TOTAL GENERAL FUND AMENDMENTS $4,481,077 $3,066,327
-$4,481,077 -$1,233,479

SPECIAL FUNDS, ENTERPRISE FUNDS, INTERNAL SERVICE FUNDS Neighborhood Improvement Fund (216)
Transient Occupancy Tax 261-900-0000-3071 $512,000
Street Infracture Rehab (Measure P & S) (252)
Sales and Use Taxes 252-310-3151-3060 $348,000 $0
Housing (268)
To 101 Debt Service - Principal 268-400-4305-0000-4296 $0 $20,000 Capital Improvement Projects (410)
Gen Fund
Cap Projects Exp - (MCC Cooling
Towers) 410-310-3199-0000-4599 $1,000,000
Marina Cap Projects Exp - (cip2003) 410-310-3199-0000-4599 $30,000 Tidelands Cap Projects Exp - (Roof replacement) 410-310-3199-0000-4599 $180,000 $0 $1,210,000
Parking Fund (625)
Other Court Fines 625-310-3520-3220 $610,000
Contractual Services 625-310-3520-0000-4220 $610,000
Facility Lease Payments 625-700-7012-0000-4295 $300,000 To 101 DEBT SERVICE - PRINCIPAL 625-700-7014-0000-4296 $1,125,518 To 101 INTEREST EXPENSE 625-700-7014-0000-4297 $140,140 $610,000 $2,175,658
Equipment Replacement Fund (705)
Loan Repayment - Fire Engine 705-110-1143-0000-3898 $11,400 Loan Repayment - Fire Truck 705-110-1143-0000-3898 $17,825 $29,225 $0
Vehicle Maintenance Fund (708)
Fuel & Oil 708-310-3154-0000-4206 $155,000
Contractual Services 708-310-3154-0000-4220 $105,000
$0 $260,000
Tidelands Fund (807)
Fr 101 Loan Repayment - Radios 807-900-9202-3898 $176,738 Fr 716 Loan Repayment - Gen Liab 807-900-9202-3898 $235,000 $411,738 $0
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 18, Packet Page 307

TRANSFERS IN & OUT
Fr 101 Return TOT to NCIP TBD $1,200,000
To 216
Receive refund of donated TOT funds
fr GF TBD $1,200,000
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 19, Packet Page 308 CITY MANAGER DEPARTMENT Administration
Community
Resources/
Education City Clerk Total Allocation
Fund 101 0210 0211 0321

1.00 1.00

0.83 0.83

1.00 1.00

1.00 1.00
Total City Manager Dept 2.83 1.00 2.00 0.00 0.00 0.00 5.83 Conference Center Administration Sales
Event
Operations Maintenance Total Allocation
Fund 101 6210 6220 6231 6232

1.00 1.00
Custodian 1.75 1.75

1.00 1.00

1.00 1.00
Event Coordinator 1.00 1.00

1.00 1.00

4.25 4.25
Operations Coordinator 1.00 1.00

1.00 1.00

1.00 1.00
Total Conference Center 2.00 1.00 10.00 1.00 0.00 0.00 14.00

INFORMATION RESOURCES

DEPARTMENT
Information
Resources Total Allocation
Fund 710 0340

1.00 1.00

0.17 0.17

1.00 1.00

1.00 1.00
Senior Information Tech Specialist 1.00 1.00
IT Application Engineer II 3.00 3.00

1.00 1.00
Total Information Services Dept 9.17 0.00 0.00 0.00 0.00 0.00 9.17

CITY ATTORNEY DEPARTMENT
City Attorney
Administration Total Allocation
Fund 101 0500

1.00 1.00

1.00 1.00
Total City Attorney Dept 4.00 0.00 0.00 0.00 0.00 0.00 4.00 HUMAN RESOURCES Administration (1)
Workers' Comp/
Employee
Benefits(2) Total Allocation
Fund 101(1)/715(2) 0600 0612

1.00 1.00
Assistant HR Director 0.50 0.50 1.00
Human Resources Coordinator 0.00 0.00

0.75 0.25 1.00

2.00 2.00
Senior Human Resouces Analyst 1.00 1.00
Total Human Resources Dept 4.25 1.75 0.00 0.00 0.00 0.00 6.00 FINANCE DEPARTMENT Finance (1) Revenue Accounting Revenue(2) Risk
Management (3) Total Allocation
Fund 101(1)/807(2)/716(3) 1110 1120 1130 1120 1143
City Clerk
Executive Assistant
Conference Center General Mgr
Event & Sales Assistant
Sales Coordinator
Event Supervisor

AMENDED POSITION CONTROL LIST
FISCAL YEAR 2022-23
Administrative Analyst
Administrative Assistant
Assistant City Manager
City Manager
Network Engineer II
Information Technology Specialist
Systems & Network Administrator
Assistant City Attorney
City Attorney
Deputy City Attorney
Facility Attendant
Operations Supervisor
Senior Craftsworker
Asst. Director of Information Resourc
Assistant City Manager
GEO Info System (GIS) Coordinator
Legal Secretary
Human Resources Analyst
Human Resources Director
Human Resources Specialist
Exhibit B
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 20, Packet Page 309

1.00 3.00 4.00
Accounting Assistant 1.00 1.00

1.70 2.00 0.30 4.00

1.00 1.00
Business License Inspector 1.00 1.00

1.00 1.00

1.00 1.00 2.00

0.75 0.25 1.00
Finance Manager 1.00 1.00 2.00
Risk Manager 1.00 1.00
Total Finance Dept 1.750 5.70 9.00 0.300 1.25 0.00 18.00 POLICE DEPARTMENT Administration Field Operations Support Investigations/
Community
Services
Investigations/
Community
Services(2) Total Allocation
Fund 101(1)/807(2) 2110 2120 2130 2140 2120
Assistant Police Chief 1.00 1.00

1.00 1.00
Police Officer 33.00 5.00 1.00 39.00

7.00 2.00 9.00

2.00 1.00 3.00
Community Service Officer 2.00 2.00

1.00 2.00 3.00
Police Services Technician 7.00 7.00

1.00 1.00

3.00 3.00
Total Police Dept 4.00 44.00 13.00 8.00 1.00 0.00 70.00 FIRE DEPARTMENT Administration
Fire Prevention
& Emerg.

Preparedness Fire Operations Fire Training Total Allocation Fund 101 2510 2520 2530 2540

1.00 1.00

3.00 1.00 4.00
Fire Captain 21.00 21.00

24.00 24.00

30.00 30.00

1.00 1.00
Total Fire Dept 5.00 1.00 78.00 1.00 0.00 0.00 85.00

PUBLIC WORKS DEPARTMENT
Administration(1
)
Neighborhood
Improvement
Fund Admin(2)
Presidio Maint.

Admin(3) Total Allocation
Fund 101(1)/216(2)/650(3) 3110 3110 3110

1.00 1.00
Accounting Assistant 1.00 1.00

0.50 0.25 0.75

0.20 0.20

0.50 0.25 0.75
Engineering Projects Manager 1.00 1.00

1.00 1.00

1.00 1.00
Total Administration 4.00 1.00 2.70 0.00 0.00 0.00 7.70 Engineering Engineering(1)
Sewer Line
MaintenanceEngineering(2)Storm Drain
Engineering(3)
Presidio Proj
Engineering &
Admin(4) Total Allocation
Fund 101(1)/279(2)/280(3)/650(4) 3121 3121 3121 3159

2.00 2.00

1.00 1.00

2.85 0.15 2.00 5.00
Assistant Finance Director
Executive Assistant
Finance Analyst
Finance Director
Police Chief
Police Sergeant
Accountant/Auditor
Accounting Specialist
Executive Assistant
Fire Chief
Fire Prevention Technician
Deputy Fire Marshal
Division Chief
Fire Engineer
Police Lieutenant
Police Services Assistant
Police Records/Detention Supervisor
Senior Administrative Analyst
Senior Police Services Technician
Assistant Fire Chief
Executive Assistant
Senior Administrative Analyst
Public Works Director
Administrative Assistant
Engineering Programs Analyst
Associate Civil Engineer
Firefighter
Senior Adminstrative Analyst
Accounting Specialist
Deputy PW Director/City Engineer
PW Administrative Services Mgr
Deputy PW Director/Admin
Exhibit B
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 21, Packet Page 310

1.00 1.00

0.13 0.20 0.20 0.53

1.00 1.00

1.00 1.00
Engineering Project Manager 1.00 1.00 2.00

1.00 1.00 2.00

3.40 0.30 0.30 1.00 5.00

1.00 1.00

0.42 0.58 1.00

0.14 0.86 1.00
Total Engineering 16.38 1.21 1.94 5.00 0.00 0.00 24.53
Vehicle Management -Mechanical Mechanical Total Allocation Fund 708 3154

4.00 4.00
Administrative Assistant 1.00 1.00

1.00 1.00

1.00 1.00
Total Vehicle Mgmt.-Mechanical 8.00 0.00 0.00 0.00 0.00 0.00 8.00 Building Maintenance
Building
Maintenance(1)
Presidio Maint.

Bldgs(2)
Presidio Camp
Roberts(2)
Presidio Naval
Research(2) Total Allocation
Fund 101(1)/650(2) 3152 3152 3163 3164

1.00 11.00 1.00 1.00 14.00

1.00 3.00 4.00

0.15 0.85 1.00

0.25 0.75 1.00

2.00 2.00

4.00 4.00

1.00 2.00 1.00 4.00

1.00 1.00 1.00 3.00

1.00 1.00

2.00 1.00 3.00

1.00 4.00 5.00

1.00 1.00

1.00 1.00
Building Maintenance 5.40 33.60 4.00 2.00 0.00 0.00 45.00 Streets/Sewer/Stormdrain
Maintenance Maintenance(1)
Presidio Maint.

Streets(2)
Sewer
Maintenance(3)
Storm Drain
Maintenance(4) Total Allocation
Fund 101(1)/650(2)/279(3)/280(4) 3151 3151 3153 3155

0.30 0.20 0.30 0.20 1.00

0.37 0.30 0.08 0.75

0.02 0.01 0.03

1.00 2.00 1.00 4.00

1.00 1.00

0.74 1.13 0.13 2.00

2.00 1.00 2.00 1.00 6.00

1.00 1.00 2.00
Total Streets 6.41 2.33 5.77 2.30 0.00 0.00 16.81
Custodial Services Custodial Total Allocation
Fund 101 3172

7.00 7.00
Lead Custodian 1.00 1.00

2.00 2.00
Total Custodial Services 10.00 0.00 0.00 0.00 0.00 0.00 10.00 Marina/Harbor
Administration(1
) Maintenance(1) Security(1)
Administration(2
) Maintenance(2) Security(2) Total Allocation
Fund 600(1)/807(2) 3310 3320 3330 3410 3420/3440 3430

0.50 0.50 1.00
Senior Engineer
Senior Public Works Inspector
Environmental Reg. Analyst
Environmental Reg. Manager
Automotive Mechanic
Parts Clerk
City Traffic Engineer
Construction Project Manager
Deputy PW Director/City Engineer
Engineering Assistant II
Engineering Technician
Public Works Inspector
Administrative Analyst
Administrative Assistant
Building Maintenance Supervisor
Building Maintenance Worker
Facilities Maintenance Coordinator
Historic Facilities Sr. Craftsworker
Fleet Manager
Lead Mechanic
Building Maintenance Craftsworker
Electrician
General Srvc Superintendent
Maintenance Technician
PW Administrative Services Mgr
Senior Street Maintenance Worker
Sign Craftsworker
Street Maintenance Leadworker
Street Maintenance Worker
Street & Utilities Supervisor
HVAC Senior Technician
Senior Craftsworker
Senior Locksmith
Senior Parts Clerk
Streets & Utilities Operations Manag
Administrative Assistant
Custodian
Senior Custodian
Harbormaster
Deputy PW Director/Admin
Exhibit B
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 22, Packet Page 311 Harbor Coordinator 1.00 1.00 2.00

1.50 1.50

0.80 0.20 1.00

0.04 0.03 0.07

0.05 0.05 0.10

0.04 0.03 0.07

1.00 1.00 2.00

0.50 0.50 1.00

2.775 0.98 3.75
Total Marina/Harbor 2.43 1.50 2.775 1.81 3.00 0.98 12.49 Parking Administration Enforcement Maintenance
Parking
Services Total Allocation
Fund 625 3510 3520 3530 3540

2.75 2.75

1.00 1.00

0.75 0.75

1.00 1.00

0.15 0.15

0.17 0.17

0.15 0.15

8.00 8.00

1.00 1.00

2.00 2.00

1.00 1.00

4.00 4.00

0.50 0.50 1.00

4.50 4.50

1.00 1.00

1.00 1.00
Total Parking 6.47 10.00 9.00 6.00 0.00 0.00 31.47
Community Development Department Planning
Building Safety
& Inspection Total Allocation
Fund 101 4400 4410

2.00 1.75 3.75

1.00 1.00

0.40 0.40

1.00 1.00

2.00 2.00

1.00 1.00

1.00 1.00
Planning Manager 1.00 1.00

1.00 1.00

1.00 1.00
Total Community Development 10.40 6.75 0.00 0.00 0.00 0.00 17.15 Housing & Property Management
Property
Mgmt(1)
Property
Mgmt(2)
Housing
Admin(3)
Housing
Admin(4)
Housing
Projects(4)
Housing
Projects(5) Total Allocation
Fund 101(1)/807(2)/268(3)/270(4)/274(5) 4300 4300 4305 4305 4310 4310

0.50 0.50 1.00

0.15 0.85 0.50 0.25 0.25 2.00

0.10 0.30 0.20 0.60

0.50 0.50 1.00

0.15 0.85 1.00
Total Housing & Property Mgmt 0.40 2.00 1.70 1.25 0.25 0.00 5.60 Parks & Recreation Department Administration Total Allocation Recreation
Fund 101 5110

1.00 1.00

0.34 0.34
PW Administrative Services Mgr
Harbor Maintenance Craftsworker
Harbor Maintenance Leadworker
Harbor Security Worker
Accounting Assistant
Accounting Specialist
Facility Attendant (RPT)
Marina Harbor Assistant
Deputy PW Director/City Engineer
Senior Parking Enforcement Off.

Parking Controls Technician
Parking Maintenance Supervisor
Parking Maintenance Leadworker
Parking Maintenance Worker
Parking Services Coordinator
Administrative Assistant
Parking Superintendent
Deputy PW Director/City Engineer
PW Administrative Services Mgr
Parking Enforcement Officer
Parking Enforcement Supervisor
Principal Planner
Senior Associate Planner
Code Compliance Coordinator
Sustainability Manager
Sustainability Assistant
Plans Examiner
Parking Services Representative
Parking Services Specialist
Senior Parking Controls Technician
Administrative Assistant
Associate Planner
Community Development Director
Community Development Director
HCD Coordinator - Projects/Prgm.

Property Manager
Administrative Assistant
Parks & Rec Director
Building Technician
Chief Of Inspct Srvc/Bldg Off.

Senior Building Inspector
Inspector
Administrative Analyst
Administrative Assistant
Deputy PW Director/Admin
Deputy PW Director/Admin
Exhibit B
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 23, Packet Page 312

1.00 1.00
Total Recreation 2.34 0.00 0.00 0.00 0.00 0.00 2.34
Recreation Centers Youth Center Senior Center
Hilltop Park
Center
Cona Park
Center
Special
Programs &
Events Sports Total Allocation
Fund 101 5121 5122 5124 5125 5130 5160

1.00 1.00 2.00

1.00 1.00
Sports Coordinator 1.00 1.00
Lead Preschool Instructor 0.75 0.75

0.50 1.00 0.50 2.00
Total Centers 1.50 1.00 1.75 0.00 1.00 1.50 6.75
Monterey Sports Center Operations Maintenance Total Allocation Fund 101 5180 5189

1.00 1.00

1.00 1.00
Fitness Supervisor 1.00 1.00

0.33 0.33

1.00 1.00
Sports Coordinator 1.00 1.00

1.00 1.00

1.00 1.00
Total Sports Center 6.33 2.00 0.00 0.00 0.00 0.00 8.33
Parks Maintenance(1)
Presidio
Maintenance(2)
Street
Maintenance
District(3)
Urban
Forestry(1) Cemetery (4) Parking (5) Total Allocation
Fund 101(1)/650(2)261-262(3)610(4)625(5) 5210 3210 5210 5230 5240 5210

0.75 0.25 1.00

1.00 1.00

1.00 1.00
Park Maintenance Leadworker 2.00 2.00

1.00 1.00
Park Maintenance Worker 9.10 0.40 0.50 1.00 11.00

0.80 0.03 0.15 0.02 1.00

0.33 0.33

3.00 3.00

0.50 0.50 1.00
Greenbelt Coordinator 1.00 1.00

1.00 1.00

1.00 1.00
Total Parks 18.98 0.53 0.40 2.90 2.52 1.00 26.33
Museum Administration Total Allocation
Fund 101 5610
Artifact Specialist 0.75 0.75

0.25 0.25
Total Museum 0.25 0.00 0.00 0.00 0.00 0.00 1.00
LIBRARY Administration (1)
Administration
Trust (2)
Support
Services (1)
Reference
Services (1)
Youth Services
(1)
Reader's
Services (1) Total Allocation
Fund 101(1)/810(2) 5510 550-5510 5520 5530 5540 5550

0.75 0.75

1.00 1.00

0.75 0.75

1.00 0.75 2.00 3.75

1.00 1.00

3.00 3.00

1.00 1.00
Total Library 1.75 0.00 2.75 3.00 1.75 2.00 11.25
GRAND TOTAL 134.04 116.37 144.79 34.56 10.77 5.48 446.75 Recreation Manager
Senior Craftsworker
Maintenance Technician
Park Attendant
Recreation Coordinator
Recreation Supervisor
Recreation Specialist
Administrative Assistant
Aquatics Coordinator
Facility Coordinator
Library Assistant I
Library Assistant II
Technology Services Mgr
Librarian
Library Manager
Urban Forester
Cemetery Coordinator
Cemetery Maintenance Worker
Administrative Assistant
Administrative Assistant
Library Director
Park Maintenance Craftsworker
Park Maintenance Supervisor
Park Operations Manager
Parks & Rec Director
Senior Park Maintenance Worker
Assistant Urban Forester
Parks & Rec Director
Sports Center Manager
Building Maintenance Craftsworker
Exhibit B
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 24, Packet Page 313 ccount Numbe Fund Name

ESTIMATED FUND
BALANCE JULY 1,
2022
Adjusted
REVENUES Budget
FY 2022-2023
Adjusted EXPENSES
Budget FY 2022-
2023

ESTIMATED FUND
BALANCE JUNE 30,
2023
General Fund
101 General Fund $ 47,143,270 $ 93,485,855 $ 98,148,485 $ 42,480,640 Subtotal $ 47,143,270 $ 93,485,855 $ 98,148,485 $ 42,480,640 Special Revenue Funds
205 Sewer Mains Fund $ 12,213 $ 12,213
210 Wharf I Sprinkler System Fund $ 40,500 $ 75,000 $ (34,500) 215 Skyline Forst Service Dist $ 221,631 $ 29,953 $ 27,828 $ 223,756 216 Neighborhood Improvement Fund $ 7,144,445 $ 6,200,949 $ 12,777,952 $ 567,442 241 Federal/State Projects Fund $ - $ -
243 Justice Assistance Grant Fund $ - $ -
249 State COPS - AB1913 (DVO) $ 161,809 $ - $ 161,809
251 Gas Tax Fund $ 1,534,092 $ 808,606 $ 93,143 $ 2,249,555 252 Street Infracture Rehab (Measure P & S) $ 9,896,159 $ 11,680,148 $ 21,576,307 253 CCFD Bonds - Project Fund $ (80,933) $ 155 $ (80,778) 254 CCFD Bonds - Revenue Fund $ 13,157 $ 13,157
255 Construction Truck Impact Fee Fund $ 354 $ - $ 354
257 Transportation Safety & Investment Plan $ 4,218,342 $ 1,399,664 $ 5,618,006 258 SB1 Road Maintenance & Rehabilitation $ 1,820,105 $ 659,165 $ 2,479,270 261 Alvardo Street Maint Disctrict $ 1,844 $ 48,827 $ 114,271 $ (63,600) 262 Calle Principal Maint District $ 28,678 $ 27,756 $ 27,877 $ 28,557 264 Parking Adjustment Fee Fund $ - $ 3,606 $ 3,606
266 Transportation Management Fund $ 13,546 $ 13,546
267 Cannery Row Parking Variances $ 1,815 $ 1,815
268 Low & Moderate Income Asset Fund $ 5,524,411 $ 578,646 $ 370,613 $ 5,732,444 269 Community Development Housing Projects $ - $ 431,419 $ (431,419) 270 Community Dev Block Grant Fund $ 2,853,828 $ 1,327,448 $ 1,694,760 $ 2,486,516 274 Home Grant 1992 Fund - Casa De La Estralla $ 1,021,019 $ 88,055 $ 55,908 $ 1,053,166 277 Parking Dedication Fees Fund $ 178 $ 451 $ 629
278 Home Grant 2005 Fund $ 3,121 $ 35,000 $ (31,879)
280 Storm Water Utility Fund $ 1,104,240 $ 1,634,540 $ (530,300) 281 Integrated Regional Watershed Management $ 185 $ 185 290 Water System Improv Fund $ 1,839,445 $ 3,293 $ 1,842,738 291 Public Safety Training & Svcs $ 311,198 $ 60,000 $ 145,500 $ 225,698 292 Asset Seizure Fund $ 10,819 $ 5,000 $ 15,819
295 FEMA Fund $ - $ -
298 Public Education & Gov (PEG) $ 9,670 $ - $ 9,670
299 Sr. Center Programs - Gardner Fund $ 46,928 $ 445 $ 12,500 $ 34,873 404 State Loan $ - $ 3,728,388 $ (3,728,388)
408 Conference Center Renovation $ - $ 4,227,900 $ (4,227,900) 650 Presidio of Monterey Public Works $ (10,393,523) $ 21,739,944 $ 24,900,090 $ (13,553,669) 655 Navy Services Fund $ (11,482) $ 354,050 $ 300,000 $ 42,568 807 Tidelands Trust Fund $ 4,109,296 $ 2,692,932 $ 3,573,692 $ 3,228,536 810 Library Trust Fund $ 667,700 $ 313,300 $ 431,283 $ 549,717 818 Museum Trust Fund $ 208,446 $ 11,200 $ 5,150 $ 214,496 900 Special Deposit Fund $ 324,284 $ - $ 324,284
Subtotal $ 31,306,934 $ 49,384,179 $ 54,662,813 $ 26,028,300 Debt Service Funds
310 Debt Service Fund $ 8,364 $ 4,091 $ 541,635 $ (529,180) 918 Conference Ctr Facilities District 2013-1 $ 7,113,609 $ 4,896,830 $ 3,612,058 $ 8,398,381 Subtotal $ 7,121,973 $ 4,900,921 $ 4,153,693 $ 7,869,201 Permanent Funds
821 Scholze Park Trust Fund $ 1,200,592 $ 15,000 $ 1,215,592 822 Scholze Playground Trust Fund $ 1,200,592 $ 15,000 $ 1,215,592 Subtotal $ 2,401,184 $ 30,000 $ - $ 2,431,184
Capital Projects Funds
***All fund balance amounts include Non-Spendable, Restricted, Committed and Unassigned

FUND BALANCE ESTIMATES
Exhibit C
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 25, Packet Page 314 410 Capital Projects Fund $ 682,619 $ - $ 117,698,740 $ (117,016,121) Subtotal $ 682,619 $ - $ 117,698,740 $ (117,016,121)
Enterprise Funds **Does not include Investment in Capital Assets 279 Sewer Line Maintenance Fund $ 4,560,424 $ 2,526,055 $ 3,044,424 $ 4,042,055 610 Cemetary Fund $ (674,587) $ 291,508 $ 541,074 $ (924,153) 600 Marina Fund $ 5,692,019 $ 3,252,461 $ 2,780,548 $ 6,163,932 625 Parking Fund $ 1,031,284 $ 11,211,909 $ 8,655,591 $ 3,587,602 641 Materials Recovery Fund $ 46,348 $ 560 $ 13,830 $ 33,078 Subtotal $ 10,655,488 $ 17,282,493 $ 15,035,467 $ 12,902,514 Internal Service Funds **Does not include Investment in Capital Assets 705 Equipment Replacement Fund $ 3,489,787 $ 1,092,686 $ 2,732,206 $ 1,850,267 708 Vehicle Maintenance Fund $ (2,128,648) $ 2,671,610 $ 2,763,957 $ (2,220,995) 710 Information Services Fund $ 995,200 $ 7,374,496 $ 8,327,915 $ 41,781 715 Worker's Compensation Insurance Trust $ (2,582,198) $ 3,999,715 $ 3,866,127 $ (2,448,609) 716 Liability & Property Insurance Fund $ (1,426,521) $ 3,833,620 $ 4,030,553 $ (1,623,454) 718 Employee Benefit Fund $ 785,388 $ 10,738,657 $ 10,338,990 $ 1,185,055 Subtotal $ (866,992) $ 29,710,784 $ 32,059,748 $ (3,215,955) Agency Funds
314 RDA Obligation Retirement Fund $ 677 $ 677
642 Ocean View Plaza CFD $ 195,429 $ 7,000 $ 7,800 $ 194,629 Subtotal $ 195,429 $ 7,677 $ 7,800 $ 195,306
Grand Total $ 96,238,721 $ 194,771,909 $ 321,766,746 $ (30,756,116) Exhibit C
Council Regular Meeting, 3/21/2023, Item No. 15., Item Page 26, Packet Page 315 Council
Agenda Report
FROM: Rafaela T. King, CPA, Finance Director
SUBJECT: Adopt a Resolution Approving the Establishment of the Section 115 Trust for Unfunded Accrued Liability (UAL) and Other Post-Employment Benefits (OPEB), Administered by Public Agency Retirement Services (PARS), Authorize the Finance Director or Their Designee to the be the City’s Plan Administrator, Authorize the City Manager to Execute All Necessary Documents to Establish the Section 115 Trust and Approve Initial Funding of $2 Million. (Not a Project under CEQA Article 20, Section 15378 and under General Rule Article 5, Section 15061)
RECOMMENDATION:

That the City Council adopt a resolution approving (1) the establishment of the Unfunded Accrued Liability (UAL) and Other Post-Employment Benefits (OPEB) Trust, (2) Public Agency Retirement Services (PARS) as the trust administrator, (3) authorize the Finance Director or their designee to be the Plan Administrator, (4) authorize the City Manager to execute all necessary documents to establish the Section 115 Trust, and (5) approve initial funding of $2M from the Pension Reserve Account.

VALUE DRIVERS:

This is consistent with the Council’s value driver: “Serve as stewards of the City’s financial resources through sound economic vitality efforts, streamlining operations, reasonable revenue enhancements, visionary long-term planning, fiscal transparency, and community partnerships.” POLICY IMPLICATIONS:

The City Council is ultimately responsible for the City’s fiscal health, which continues to be a priority for the community. The Council established a Pension/OPEB Liability Reserve Policy which requires a minimum of $1M to $2.5M to be set aside annually to address the City’s Unfunded Accrued Annual Liability (UAAL). The Council directed staff to put out a Request for Proposals (RFP) for a Section 115 Trust Administrator and bring back a recommendation.

FISCAL IMPLICATIONS:

The City desires to start funding the unfunded liability and pension obligations. In FY 2021-22, the council approved $1M to be set aside in a pension reserve fund for that purpose. With the adoption of the FY 2022-23 budget, the council approved an additional $1M to be allocated into that reserve fund. In spring 2022, the City Council received a report from actuarial services consultant Bartel Associates, LLC, which highlighted that the City of Monterey’s Unfunded Actuarial Accrued Liability (UAAL) exceeds $170 million. In September 2022, the council received an update on Unfunded Liability/Pension Obligation strategies and approved a Date: 3/21/2023
Item No.: 16.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 1, Packet Page 316 Pension/OPEB Liability Reserve Policy, wherein the terms included setting aside $1M to $2.5M annually for the purpose of funding the liability. The council also agreed to the creation of Section 115 trust as a strategy and directed staff to come back with a recommendation for a trust administrator.

The City has $2M in the Pension Reserve account. With approval of this action, the City would use the current balance of $2M as the initial investment to establish the Internal Revenue Code Section 115 Trust for Pension and OPEB obligations.

ENVIRONMENTAL DETERMINATION:

The City of Monterey determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA)(CCR, Title 14, Chapter 3 (“CEQA Guidelines”), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Because the proposed action and this matter have no potential to cause any effect on the environment, or because it falls within a category of activities excluded as projects pursuant to CEQA Guidelines section 15378, this matter is not a project. Because the matter does not cause a direct or any reasonably foreseeable indirect physical change on or in the environment, this matter is not a project. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.

ALTERNATIVES CONSIDERED:

The Council could choose not to appoint establish the Section 115 Trust and appoint PARS as the trust administrator. This is not recommended. The Section 115 Trust has been shown to be a responsible way to start addressing and funding the City’s growing pension liabilities with a number of advantages and PARS is one of the leaders in the industry with a great amount of experience administering Section 115 Trusts for public agencies.

DISCUSSION:

Unfunded Pension Liabilities At-A-Glance
During the 2021/2022 fiscal year Mid-Year budget, the Council voted to approve establishing a Pension Reserve Fund to address the unfunded Pension Liabilities and Other Post Employment Benefit (OPEB) Liability. In September of 2022 the Council adopted a Pension/OPEB liability Reserve policy to annually set aside $1M to $2.5M towards the UAAL.

Each year, the city is required to pay contributions into the CalPERS retirement system. The contribution amount to be remitted is an actuarial-based calculation provided by CalPERS annually. The contributions to fund the pension is comprised of two components:
(1) the normal cost, and
(2) amortization of the Unfunded Accrued Liability (UAL).

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 2, Packet Page 317 The Normal cost is a percentage of the total active payroll. The percentage in recent years ranging from 10% - 12%. The UAL is the present value of future employer contributions for service that has already been earned. The contribution for the 2022-23 fiscal year is $14,987,092 and is projected to be $14,777,487 for the 2023-24 fiscal year.

As illustrated in the chart below, the Pension Liability for the Miscellaneous group is $303,606,336, reduced by the Net Position (market value of assets) in the Fiduciary Plan of $229,721,115, leaving an unfunded balance of $73,885,221. The Miscellaneous Plan is funded at 75.7%. The Safety plan is funded at 73.7%. The combined Pension Liability for the Safety, PEPRA Safety Fire, and PEPRA Safety Police groups is $230,270,974 reduced by the Net Position in the Fiduciary Plans of $171,326,151, leaving a net unfunded balance of $58,944.823. Both the PEPRA Safety Fire and the PEPRA Safety Police plans are fully funded.

The City’s total Pension Liability is at $132,830,044 as of the last actuarial date of June 30, 2021.

Plan’s Funded Status at
June 30, 2021
Miscellaneous Safety PEPRA
Safety Fire
PEPRA
Safety
Police
1 Present Value of
Projected Benefits
$334,273,421 $253,090,157 $13,891,136 $11,237,214
2 Entry Age Accrued
Liability
$303,606,336 $224,766,841 $3,330,965 $2,173,168
3 Market Value of Assets
(MVA)
$229,721,115 $165,654,869 $3,416,050 $2,255,232
4 Unfunded Accrued
Liability (UAL) (2) - (3)
$73,885,221 $59,111,972 ($85,085) ($82,064)
5 Funded Ratio [(3) / (2)] 75.7% 73.7% 102.6% 103.8%
Other Post-Employment Benefits (OPEB) are benefits other than pensions that the City provides to its retired employees. These benefits principally involve retiree health care benefits. As illustrated in the chart below, the OPEB Liability is $13,520,043, reduced by the Net Position in the Fiduciary Plan of $5,034,811, leaving an unfunded balance of $8,485,232 as of the last actuarial date of June 30, 2020. The City’s total Pension and OPEB Liability is at $141,315,276 as of the last actuarial date of June 30, 2021. The prior year, the City’s total Pension and OPEB liability exceeded $170 million. Given the drastic reductions in CalPERS earnings, the reduced discount rate and the instability of the stock markets, it is likely that the City’s current Pension and OPEB Liability is much higher than $141 million. Actuarial reports always lag at least one year behind current market data.

Other Post Employment Benefits June 30, 2018 June 30, 2019 June 30, 2020 1 Total OPEB Liability $12,235,577 $13,065,532 $13,520,043 2 Plan Fiduciary Net Position $ 2,885,555 $ 4,012,849 $ 5,034,811 3 Unfunded OPEB Liability (1) – (2) $ 9,350,022 $ 9,052,683 $ 8,485,232 4 Fund Ratio [(3) / (2)] 23.6% 30.7% 37.2%
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 3, Packet Page 318 Section 115 Trust
City staff has assessed various options to help address future cost increases and has determined that it would be beneficial to establish a Section 115 Trust for both the pension and OPEB liabilities. A Section 115 Trust is a tax-exempt investment vehicle authorized by the Internal Revenue Code (IRC) used to prefund essential government expenses (e.g., retiree medical, and retirement plan benefits). In order to remain tax-exempt, assets held in a Section 115 Trust are designated as irrevocable, meaning they must be used to fund the City’s retirement plan obligations or retiree medical costs. Additionally, monies held in such trusts can be invested in accordance with the rules governing those trusts, which are different from the investment rules for the City’s pooled investments. Setting aside funds in ta Sections 115 Trust, can potentially earn a higher rate of return than if funds were invested with the City.

Funds placed in a Section 115 Trust can remain in the trust until a point in time when the City chooses to draw on its assets to pay annual benefit obligations or reimburse the City for its OPEB or pension expense. The City may withdraw funds by adopting policies and procedures that include requiring action be taken by the City Council. The City would set its own restrictions on how and when the funds can be used and withdrawn.

Funds held in a Section 115 Trust for OPEB assets can only be used for OPEB expenses and funds held for pension assets can only be used for pension expenses. Funds cannot be transferred between the two. The City must supply supporting documentation to withdraw funds and may reimburse two years’ worth of expenses maximum.

Establishing a Section 115 Trust to prefund pension and OPEB obligations is a best practice recommended by the Government Finance Officers Association (GFOA). Some of the other benefits that a Section 115 Trust program can provide are summarized below.

The benefits of prefunding OPEB obligations:
 Greater expected rate of return (discount rate), which lowers liabilities  Contributions into trust are considered assets, which offset liabilities on the financial statements, therefore lowering its net OPEB liabilities  Government Accounting Standards Board (GASB) Statement, GASB No.75 requires that cities recognize OPEB liabilities on their balance sheet. Establishing a trust will allow the City to recognize the assets set aside to reduce its UAL. GASB 75 – OPEB liabilities are listed as a line item on Balance Sheet in 2018.
 GFOA recommends prefunding OPEB and considers it a best practice.  Credit rating companies look more favorably on agencies who adopt an Irrevocable Trust and prefund.
 OPEB assets are accessible for OPEB expenses at any time.  Prefunding has no downside other than market fluctuation (similar to pension).

The benefits of prefunding pension obligations:
 The City will have complete local control over assets, including contributions, disbursements and the timing, amount and risk tolerance level of investments.  Assets can be transferred to the retirement system at the City’s discretion, potentially reducing/eliminating large fluctuations in employer contributions amounts.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 4, Packet Page 319  Can be used as an emergency source of funds when employer revenues are strained in difficult budgetary or economic times by reimbursing the General Fund for pension related obligations for current and prior year.
 The PARS Trust allows for investment flexibility and offers the potential for assets to earn greater returns that the General Fund.

Request for Proposals
On January 23, 2023, Finance staff released an RFP to provide Section 115 Trust administration services. The RFP was posted on the City’s website through the OpenGov procurement site, and posted on the CSMFO website and was to the link was sent to firms that staff had previously participated in virtual demonstrations. The deadline to submit proposals was February 16, 2023.

The City received three proposals by the RFP closing date. The three proposals were from:
 CalPERS
 PARS
 TASC
All three proposals included the formal establishment of a Section 115 Trust. The proposals were evaluated by the Finance Director and the Assistant City Manager and were reviewed based upon the criteria outlined in the RFP.

The top two administrators were CalPERS and PARS. TASC was ranked the lowest and is not recommended for consideration because, the firm has very limited experience, specifically as a Section 115 Trust Administrator among public agencies in California. In addition, it is clear from their proposal that while they have some experience in Section 115 accounts for OPEB, the firm’s experience with pension liabilities is unclear. The City is in need of a trust administrator that has extensive experience working with both Pension and OPEB.

Staff has attached RFP materials received for the top two administrators, CalPERS and PARS.

A short comparison of the top two companies and what they offer is displayed below. A Basis point equals one hundredth of a percent. (1 basis point = 0.01%).

CalPERS PARS
Trust Structure 2 trusts (Pension & OPEB) One combined trust Fees 10 basis points for OPEB
25 basis points for Pensions
Varies depending on Investment
option chosen
Range is between 31 - 60 basis
points to start
Fees decline as assets grow
Investment Choices 3 portfolios OPEB
2 portfolios Pension
4 Vanguard strategies
5 Highmark model portfolios
Investment Returns CERBT: 10 year net return 7.76% Highmark: 10 year actual 8.8% Who controls the
investment selection
CalPERS board control PARS, and US Bank (trustee
w/Vanguard or Highmark)
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 5, Packet Page 320 Experience OPEB management for 15+ years 39 years in administering retirement plans
Section 115 Trust 598 California agencies for OPEB 500 trusts nationwide 158 California cities
CalPERS vs. PARS
Option 1 – PARS
The Public Agency Retirement Services (PARS) Pension 115 Trust includes two investment options with varying strategies including five (5) risk tolerance levels with choice of active or passive investing for a total of 10 risk tolerance options and can customize a portfolio valued at least $5 million. (Passive investing means to hold at a representative benchmark whereas active involves constant attention to beat the benchmark).

Investment Option A: Vanguard.

Vanguard’s investment advisor/management fees are based on the combined assets of all agencies within all four Vanguard portfolios. As a result the current blended investment management fee for all agencies participating in these pools (as of 12/31/22) is 0.02% or 2 basis points. Based on asset growth, fees have the potential to decrease even more to under

0.01% of assets or 1 basis point.

When Vanguard is used, US Bank trustee fees are based on the combined assets within each selected investment portfolio (currently ranging from .00328 – 0.05% with an average of 0.04%).

For example, the city’s all -in fees based on assets of $2M would be approximately 0.31% or 31 basis points for Option A. Fees can continue to decrease as assets grow in the Vanguard portfolios.

Investment Option B: HighMark
The trust is managed by PARS (administrator), HighMark Capital Management (investment advisor) and US Bank (trustee). Trust and investment advisory/management fees using HighMark and US Bank are comprehensive and include investment fiduciary, investment policy development, asset allocation recommendations, asset management and trustee/custodial services. For example, the city’s all -in fees based on assets of $2M would be approximately

0.60% or 60 basis points for Option B. Fees can continue to decrease as assets grow in the Vanguard portfolios.

Option 2 – CalPERS
Both the CalPERS Pension 115 Trust, the California Employers’ Pension Prefunding Trust (CEPPT), and California Employers’ Retiree Benefit Trust (CERBT) are self-funded, not-forprofit program where participating employers pay for the total costs of the trust option. The Cal PERS program is managed by CalPERS (administrator), State Street Global Advisors (investment manager), and State Street Bank (trustee) and have a shared administrative model along with extremely similar investment models. The CEPPT has an all-inclusive fee rate of 25 basis points (0.25%) of employer account assets under management. The CERBT has a rate of 10 basis points. There are no other fees. All employers pay the same fee rate, which may be Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 6, Packet Page 321 higher or lower in the future per CalPERS. As of September 30, 2021, strategy 1 reported a one-year return of 13.43 percent while strategy 2 reported a one-year return of 5.82 percent.

Termination requires 150 days advance notice and CalPERS board approval. They only have two investment options and no choice of active or passive options.

Conclusion/Recommendation
Establishing an IRS Section 115 Trust is a valuable step towards responsible long-term pension funding. PARS has more flexibility in the investment strategies as well as allows more control over the portfolio’s investment selections. Staff recommends the Council establish the IRC Section 115 Trust with PARS as the Trust administrator with an initial investment of $2M.

RTK
Attachments: 1. Resolution

2. PARS Proposal

3. CalPERS Proposal
Writings distributed for discussion or consideration on this matter within 72 hours prior to the meeting, pursuant to Government Code § 54957.5, will be made available at the following link:
https://monterey.org/Submitted-Comments
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 7, Packet Page 322 RESOLUTION NO. __- ___ C.S.

A RESOLUTION OF THE COUNCIL OF THE CITY OF MONTEREY
ADOPT A RESOLUTION APPROVING THE ESTABLISHMENT OF THE SECTION 115

TRUST FOR UNFUNDED ACCRUED LIABILITY (UAL) AND OTHER POST-EMPLOYMENT

BENEFITS (OPEB), ADMINISTERED BY PUBLIC AGENCY RETIREMENT SERVICES (PARS), AUTHORIZING THE FINANCE DIRECTOR OR THEIR DESIGNEE TO BE THE CITY’S PLAN ADMINISTRATOR, AUTHORIZING THE CITY MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS TO ESTABLISH THE SECTION 115 TRUST AND APPROVE INITIAL FUNDING OF $2 MILLION
WHEREAS, on March 1, 2022, the City Council adopted Resolution 22-018 amending the 2021/22 operating budget of the City of Monterey establish a Pension Liability Reserve with initial funding of $1 million;
WHEREAS, on June 29, 2022, the City Council adopted resolution 22-130 approving the fiscal year 2022/23 operating budget with an allocation of $1 million to the Pension Liability Reserve;
WHEREAS, on September 20, 2022, the City Council established a Pension/OPEB Liability Reserve policy requiring a minimum of $1 million to $2.5 million to be set aside annually to address the City’s Unfunded Accrued Annual Liability; WHEREAS, the City of Monterey determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA)(CCR, Title 14, Chapter 3 (“CEQA Guidelines”), Article 20, Section 15378). In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Because the proposed action and this matter have no potential to cause any effect on the environment, or because it falls within a category of activities excluded as projects pursuant to CEQA Guidelines section 15378, this matter is not a project.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MONTEREY that it hereby authorizes:
1) The establishment of the Internal Revenue Code Section 115 Trust for Unfunded Accrued Liability (UAL) and Other Post-Employment Benefits (OPEB), 2) Public Agency Retirement Services (PARS) as the Trust administrator, 3) The Finance Director or their designee as the City’s Plan Administrator, Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 8, Packet Page 323 2 4) The City Manager to execute all necessary documents to establish the Section 115 Trust, including but not limited to, executing contract documents, and 5) The initial funding of $2 million.

PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF MONTEREY this 21st day of March 2023, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

APPROVED:

ATTEST:

Mayor of said City
City Clerk thereof
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 9, Packet Page 324 City of Monterey, California
RFP for Section 115 Retirement Trust Management Services Date Due: Thursday, February 16, 2023
Proposer: PARS (Public Agency Retirement Services)
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 10, Packet Page 325 Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 11, Packet Page 326 Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 12, Packet Page 327 Table of Contents
Executive Summary 1
A. Minimum Information 4
B. Proposals Should Also 15
C. Private Letter Ruling 22
D. Trustee and Trust Administration Services 26
E. Investment Requirements and Investment Performance 29 F. Fee Schedule 41
G. Implementation Plan and Schedule 42
Conclusion 43
Exceptions
Appendix
Section 115 Client List
California Client List
Vanguard’s Form ADV
HighMark’s Form ADV
Sample Trust Documents
IRS Private Letter Ruling (PLR)
HighMark Expense Ratios
Investment Returns Comparisons
Vanguard Investment Portfolios
HighMark Investment Portfolios
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 13, Packet Page 328 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 1

EXECUTIVE SUMMARY
PARS (Public Agency Retirement Services), in collaboration with its two investment partners, Vanguard and HighMark Capital Management/U.S. Bank (HighMark), proposes a comprehensive solution for City of Monterey’s Internal Revenue Code (IRC) Section 115 retirement trust management services’ needs. Utilizing PARS’ pioneering, industry-leading combination trust, the City can prefund its pension obligations alongside its OPEB liabilities, in ONE IRS-approved Section 115 Trust. Our unique combined trust minimizes staff burden and administrative costs by providing economies of scale for investment, administration, and trustee services in a way that is not possible with two separate trusts.

The Best Approach for the City
PARS, as a post-employment benefits trust pioneer and leader, has continually fine-tuned its program to meet the distinct needs of California public agencies. Today, we bring to Monterey the following key advantages:
• Local control, separate and apart from CalPERS, which provides the City with greater diversification and autonomy over investments and providers.
• Flexible investment options using Vanguard or HighMark, making the PARS Trust the only independent option for the City that is not tied to one investment provider - while offering active, index, and customized approaches to adapt to the City’s needs:
o 4 Vanguard strategies designed by the Vanguard Institutional Advisory Services Pension Group o 5 HighMark model portfolios, all of which can be actively or passively managed o Pension and OPEB investment strategies can be different o At a certain asset level, the City additionally has the ability to customize investments within an individual account.
• The City can select the lower cost Vanguard approach (Option A) without direct investment advisory services similar to California Employee Retirement Benefit Trust (CERBT) and California Employee Pension Prefunding Trust (CEPPT), or the City can opt for a full-service investment advisory and fiduciary services, including investment policy development, asset allocation assistance, and ongoing portfolio analysis from HighMark (Option B). With either approach, the City still receives hands-on, Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 14, Packet Page 329 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 2
individualized attention from our highly experienced service team with a long, successful track record working with California cities like Monterey.
• Low-cost Vanguard investment strategies designed and managed by the renowned Vanguard Institutional Advisory Services Pension Group and dedicated solely for retirement liability investing. • The Lowest Cost Investment Management Available: The unique Vanguard economies of scale fee structure, based on assets of all PARS trust clients within the Vanguard strategies, means the City can currently invest its funds at 0.02% of assets (2 basis points). Fees can continue to drop as total assets grow.
• The Most Experienced Section 115 Investment Providers:
o Investment Option A: The low-cost investment leader, Vanguard, manages more assets ($8.4 trillion) and has more investment resources available to it than any provider available to the City. Vanguard manages pension and OPEB trusts across the country, while others may be new to the unique investment approaches and policies of locally controlled pension prefunding trusts.
o Investment Option B: HighMark manages assets for hundreds of PARS Section 115 trust clients.
• Pioneer and market leading provider with over 500 Section 115 trust clients nationwide – 290 pension trust clients and over 382 OPEB trust clients including 158 California cities. • Section 115 trusts are our #1 core competency, not a sideline business for PARS — giving us unparalleled experience over other providers. We are a 39-year veteran in the administration of customized retirement plans and trusts for over 1,000 public agencies and 2,000 plans. • Ready-to-use, simply organized irrevocable Section 115 trust and investment program that is compliant with California and federal law, as well as GASB rules. • Fiduciary protection from U.S. Bank, the 5th largest bank and dominant Section 115 trustee in the nation. U.S. Bank currently serves 626 Section 115 trust clients nationally. • No startup costs, minimum contribution requirements, transaction/trading fees, or ongoing compliance costs—there is no red tape or fees to enter or leave the trust. o IRS-approved trust with first favorable Private Letter Ruling (PLR) that lead the way for others to follow. It provides immediate and guaranteed tax-exempt status on investment earnings to the City. PARS is one of two providers in the nation with a PLR. • Hands-on, individualized attention from a highly experienced PARS service team that has a long, successful track record working with several neighboring cities on 115 Trust Services.

The Flexible, LocallyControlled Solution
PARS proposes to the City of Monterey a “best of both worlds” solution to select a cost and service level that adapts to the City’s current and future needs. To accomplish this, we offer two different investment options:
• Option One: partnering with Vanguard as the investment advisor/manager; here we combine PARS’ individualized service delivery model with Vanguard’s lower cost, economies of scale approach. • Option Two: partnering with HighMark (a U.S. Bank subsidiary); here, the City will have full access to a dedicated portfolio manager who will provide a personalized approach, including development of an investment policy statement (with asset allocation guidelines), ongoing investment policy assistance, and regular in person meetings.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 15, Packet Page 330 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 3
In either case, we offer the City providers that manage trillions of institutional trust and investment assets with the one of the most experienced administrator of Section 115 Trust in the state and nation.

The Turnkey Solution Provider
PARS has developed a unique, comprehensive program that combines the following services:
• Trust administration and recordkeeping
• Signature-ready trust documents
• Trustee and custodial services
• Fiduciary investment advisory and management
• Consulting and analysis services
• State and federal compliance monitoring
• Comprehensive reporting and performance monitoring
• Annual audits and GASB 68 & GASB 75 reporting assistance • In-person, individualized services no matter size of assets or agency • Education/presentations/training to City staff and elected officials Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 16, Packet Page 331 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 4
A. MINIMUM INFORMATION:

1. Management and Team Members. Provide a description of the team/consultant organization, and a work plan that identifies the personnel to be assigned to each task. The organization description should clearly identify who will be the project manager and the day-to-day contact person for the job. Include relevant experience of the team members who will be assigned to the project.

PARS is a privately held corporation which employs the following organizational structure to administer its retirement plans and trusts. This basic structure is designed to maximize our organizational capacity and resources. It has been in place for many years and includes the following divisions:
• Consulting – Responsible for marketing, consulting, analysis, and actuarial coordination work. Lead consultants are focused on different types of public agencies and plans, and on average have over 15 years of experience.
• Client Services – Responsible for ongoing account management and supporting lead consultants. Client Services Coordinators help coordinate meetings and reviews, monitor contributions/distributions, and provide ongoing technical support to City staff.
• Accounting and Administration – Responsible for accounting, sub-accounting, recordkeeping, and reporting of all trust and plan accounts and providing monthly and annual statements. This division also handles maintenance and operation of recordkeeping, computer, and software systems, as well as integration with the trustee and the annual trust-wide audit. • Implementation/Compliance – Responsible for trust/plan implementation, document preparation, IRS interface, working with PARS’ attorneys, and overseeing state and federal trust/plan compliance. • Public Affairs – Responsible for monitoring state and federal legislative and regulatory developments that impact our Section 115 trusts.
• Corporate – The President and Chief Financial Officer run this division and provide oversight for corporate and operational functions of the entire company.

PARS places a heavy emphasis on strong customer services and will dedicate a team of individuals to the ongoing administration and management of the City’s trust account. Rachael Sanders will lead the following individuals who will serve as the primary service team members to the City. Rachael will handle oversight and management of the City’s account. Will Rogers supports Rachael by providing ongoing technical assistance and will serve as City staff’s day-to-day contact. Brian Binkley (Vanguard) or Andrew Brown (HighMark) will manage the investment aspects of the City’s account. Phillip Muschetto will handle the monthly statements and contribution/ disbursement monitoring.

This service team will also be supported by a larger group working behind the scenes at PARS, Vanguard or HighMark, and U.S. Bank corporate offices and headquarters.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 17, Packet Page 332 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 5
Rachael Sanders, CEBS, Vice President, Consulting, PARS Role
Rachael will serve as the Account/Project Manager and primary point of contact to facilitate services to the City – from trust program initiation to ongoing administration. She will provide a full scope of consulting services and take responsibility for coordinating services between PARS, U.S. Bank, and Vanguard/HighMark. The City’s staff will have direct access to Rachael on all matters. She will be available to meet in-person, by video teleconference, and by phone as often as requested.

Experience
Rachael has 15 years of customer service experience in various private sector industries and 13 years in the retirement trust/plan industry. Since joining PARS in 2009, she works closely with hundreds of public entities including nearby City of Carmel-by-the-Sea, City of Del Rey Oaks, Alisal Union School District, Gonzales Unified School District, Hartnell Community College District, Marina Coast Water District, Monterey County Mosquito Abatement District, Monterey Peninsula Community College District, and Santa Rita Union School District. She currently services as the lead consultant on 128 agencies. She is experienced in the nuances of pension and OPEB prefunding trusts, defined benefit and defined contribution plan design, and early retirement incentives. Rachael has served in PARS’ Consulting Department since 2012, working hand-in-hand with many California cities during this time.

Education/Qualifications
Rachael has a bachelor’s degree in Communications and Spanish from the University of California, Santa Barbara, where she graduated with High Honors. Additionally, she completed a Certified Employee Benefits Specialist (CEBS) designation through the Wharton School at the University of Pennsylvania.

Investment Option A: Brian Binkley, CFA, Senior Investment Consultant, Vanguard Role
Brian is a Senior Investment Consultant with Vanguard Institutional Advisory Services® (VIAS) where he oversees an investment team that services all of Vanguard’s PARS Section 115 Trust clients. His additional responsibilities include advising and public and corporate pension plans and public OPEB trusts on asset allocation, portfolio construction, and investment management manager selection and monitoring.

Experience
Brian joined Vanguard with 20 years of broad investment experience. Most recently, Brian was a Senior Investment Consultant at Aon Hewitt Investment Consulting, where he advised large plan sponsors on asset allocation, portfolio construction and investment manager selection and monitoring. Prior to Aon, Brian worked at GE Asset Management, the in-house pension manager for General Electric, for fifteen years. He served as a client portfolio Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 18, Packet Page 333 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 6
manager for the firm’s international equity, emerging market equity and asset allocation products representing over $25B in AUM. Before GE, he worked at Citigroup Global Asset Management as an assistant portfolio manager within the private bank.

Education
Brian holds a bachelor’s degree in Economics from Siena College, where he graduated with honors. He also completed a master’s degree in Business Administration (MBA) from The University of Connecticut and is a Chartered Financial Analyst (CFA) charter holder; he was President of the CFA Society of Stamford from 2015-2017.

Investment Option B: Andrew Brown, CFA, Director & Senior Portfolio Manager, HighMark Role
As Senior Portfolio Manager, Andrew is responsible for managing investment portfolios on behalf of Section 115 trust clients, OPEB trusts, retirement plans, foundations, not-for-profit organizations, and high net worth investors. Andrew serves as the designated Portfolio Manager for PARS’ Monterey County clients (including the County of Monterey). Upon trust inception, he will meet with City to discuss the City’s investment needs and will construct an Investment Policy Statement that will serve as the underlying investment guide to the City’s account. The City will have direct access to Andrew at all times, and he will be available to provide ongoing investment advice, and he will be available to provide ongoing investment advice at the City’s request.

Experience
Andrew joined HighMark in November 1997 and he has been working with PARS clients since 2003. Prior to joining HighMark, Andrew’s work experience includes three years as a Japanese Equity Specialist at Wako Securities (America) where he designed and implemented a marketing program to sell Japanese stocks to institutional investors. He also performed securities analysis for Japanese equities and made buy/sell recommendations on Nikkei 225 and OTC equities. Andrew has more than 25 years’ experience in the investment industry.

Education/Qualifications
Andrew holds a bachelor’s degree in International Relations, concentrating in AsiaPolitics/Economy (1984-1989), and an master’s degree in Business Administration with an emphasis in Finance/Marketing (1993-1997), both from the University of Southern California. Andrew is also a Chartered Financial Analyst (CFA) charter-holder.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 19, Packet Page 334 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 7
William (Will) Rogers, Client Services Coordinator, PARS Role
Will will be responsible for ongoing client services to the City in support of Rachael. He will develop the administrator’s handbook guide for the City, coordinate with the trustee/investment manager, and the City’s client service and investment review meetings.

Additionally, he will manage any administrative issues that arise and provide ongoing technical support regarding reporting, contributions, distributions, and other trust account activities.

Experience
Will has 6 years of experience in various client relations positions including 4 years working with various cities and other public entities in PARS’ Client Services Department. He currently serves as the primary client service contact to 218 agencies including: City of Carmel-by-the-Sea, City of Del Rey Oaks, City of Gonzales, City of Pacific Grove, City of Salinas, City of Seaside, County of Monterey, Central Coast Community Energy, Marina Coast Water District, Monterey Bay APCD, Monterey County Mosquito Abatement District, Monterey One Water, Monterey Peninsula Regional Park District, Pebble Beach Community Services District, Alisal Union School District, Santa Rita Union School District, Hartnell Community College District, and University Corporation.

Education/Qualifications
Will holds a bachelor’s degree in Economics and Business Administration from Colorado State University and received his Retirement Plans Associate (RPA) designation from the International Foundation of Employee Benefits and the Wharton School of Business.

Phillip Muschetto, Vice President, Plan Accounting, PARS Role
As Vice President of Plan Accounting, Phillip is responsible for monitoring all contributions and distributions. He will perform periodic accounting and reporting for the City’s 115 Trust account and oversee the annual trust wide audit performed on the PARS Trust.

Experience
Phillip joined PARS 18 years ago. Working his way up through the Accounting Department, Phillip is now responsible for updating and allocating monthly transactions within the PARS database to more than 1,000 plans. He also oversees the reconciliation of all contributions, distributions, earnings, and expenses.

Education
Phillip has a bachelor’s degree in Finance from California State University, Long Beach, and a master’s degree in Business Administration with an emphasis in Accounting from National University.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 20, Packet Page 335 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 8

2. A list of subconsultants to be used, if any, and their expertise as called for in Item 1, above.

PARS handles all day-to-day administration of the program in-house as it has done since we first began administering Section 115 Trusts. PARS does not contract out administrative tasks to other companies, with the following exceptions of legal and audit work:
• PARS’ legal counsel for its Section 115 trust is Pillsbury Winthrop Shaw Pittman LLP, one of the largest law firms in the nation. The firm provides ongoing legal and compliance support related to federal law and was involved both with the development of our trust agreements/documents, as well as with coordination of obtaining the IRS PLR.
• The PARS Trust auditor is CliftonLarsonAllen LLP (CLA). CLA is built upon over 60 years of knowledge and expertise in business practices, economic trends, and the ever-changing tax scene. They also have a strong base of clients among governmental agencies, in both the auditing and consulting arenas.

3. Scope of Work. A description of methodology, techniques, and procedures for each of the scope of work items with an explanation of how the proposer plans to approach the tasks and the steps that will be taken to complete the task including analytical methods and tools. Proposers must demonstrate that they understand the magnitude and importance of each individual task. If appropriate, tasks should be organized into phases constituting measurable deliverables.

Due to the nature of the project, we are not able to provide a breakdown of measurable deliverables broken out per phases.

PARS will fulfill the City’s requested services with a Section 115, IRS-approved, GASB compliant irrevocable trust, which brings investment and administrative economies of scale to the City of Monterey. This model follows the same concept that PARS has utilized successfully for its trust clients since 1990 and is currently being used by hundreds of special districts, cities, counties, and educational entities around the country.

PARS will work closely with City staff from the outset to analyze and implement a trust program that will help the City address its rising pension liabilities and OPEB liabilities. Lead Consultant, Rachael Sanders, will oversee implementation and administration of the City’s trust account and can provide the following consulting services from the initial program development phase onwards:
• “Ready-to-use” trust and trust documents
• Development of sample staff report(s) to relieve agency burden • Analysis and review of various funding options
o PARS’ Analysis Department can assist the City in running various funding scenarios, factoring in considerations such as contribution amount(s), time horizon, anticipated investment returns, expected withdrawals, etc.
• Assistance with developing and/or modifying funding policies o PARS has a database of “funding policy” examples from hundreds of member agencies and will walk the City through a variety of strategies for consideration o After review of funding strategies, PARS can share detailed staff reports that align with Monterey’s objectives, so that the City may build upon other agencies’ policies o PARS also has examples of Council presentations detailing funding/withdrawal plans Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 21, Packet Page 336 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 9
• Analysis and discussion of actuarial issues and valuations o Annual updates of projected City’s CalPERS future employer contribution rates and funding status to help aide discussion of timing of contributions/withdrawals o Will similarly discuss any changes to GASB, or other reporting changes • Monitoring of legislation, laws, and regulations impacting pension pre-funding o PARS has an in-house department dedicated to monitoring major changes to state law, (such as PEPRA) and how it impacts our clients/plan design features • Development of materials and presentations to assist the City and its Council with general education, funding options and policies, etc.
• On-site reviews to discuss funding modifications and investment strategies based on changing program, and/or budgetary circumstances
• Discussion of plan and trust design options
o For example, if the City finds value in sub-accounting for different employee groups, cost centers, etc.

Turnkey and Personalized Administration
The PARS Section 115 trust is designed as a comprehensive, full-service approach to meet the individual needs of BPUB with two basic elements:
• Simple Turnkey Trust Administration
Our program is designed to be “turnkey” every step of the way to simplify the duties of City staff. PARS will provide consulting, plan design, compliance monitoring, document preparation/management, actuarial coordination, plan installment, trust administration, recordkeeping, reporting, plan communications/education services, and assistance with quarterly or annual meetings. As Trust Administrator, PARS will also provide ongoing client services and serve as the liaison between the City, Vanguard or HighMark, and U.S. Bank.
• Personalized Service
PARS understands that a personalized approach is the most successful method for administration and will assign specific members of the PARS team to work directly with Monterey. PARS Vice President, Rachael Sanders, will provide the City with personalized attention as the primary point of contact for services, and will be supported by a team that has extensive Section 115 trust experience. PARS feels that interaction with clients, as well as clear and transparent investment reporting, is key to plan success.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 22, Packet Page 337 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 10

4. Organization Qualifications. Provide an outline of the organization qualifications indicating relevant background experience and capabilities for this work. A list of major projects, both ongoing and planned, to which the organization is committed during the time frame of this project should also be provided. Include the staff resources devoted to those projects and the status of the projects.

PARS has been administering Section 115 irrevocable trust services to public agencies since 2004. Our unparalleled experience includes many firsts:
• First combination trust that allows for pension and OPEB prefunding in one trust • First multiple employer Section 115 Trust for OPEB approved by the IRS in 2004 • First Section 115 Trust program for pension prefunding approved by the IRS in 2015 on a multiple employer basis
• Fastest growing and largest Section 115 pension prefunding trust provider in the nation with $5.2 billion in assets and over 500 public entities
PARS continues to provide ongoing service for a variety of retirement plans but does not work specifically on any “projects” for any public agencies.

A full PARS Section 115 trust client list can be viewed in the Appendix under “Section 115 Client List”.

Status Resources
The following outlines the level and frequency of interaction devoted to implementation of the trust by the identified staff resources:

Task Frequency/Interactions
Assist the City with the development of its account
and provide guidance during the implementation of
the trust
PARS to conduct in-person and/or virtual meeting(s)
with City staff as necessary to ensure proper account
set up
Review existing actuarial data and gain a thorough
understanding of the City’s current and future
CalPERS liabilities
PARS services team to review and then discuss with
City staff prior to implementation
HighMark option - Develop plan design, establish
policies, goals and objectives, provide investment
and funding strategies and review with the City
Vanguard Option - PARS will provide data and reports
to assist the City to make decision on investment
strategy
For either investment options, PARS is available to
discuss and provide examples for funding/withdrawal
policy.

PARS to meet with City staff as many times as
necessary either in-person or virtually prior to
implementation
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 23, Packet Page 338 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 11
Prepare all documents for adoption of the trust
PARS Implementation department to complete and
send to City at the start of the program, with support
from PARS attorneys if necessary
Manage City’s investment portfolio
Investment Option A: Vanguard will invite the City to
periodic investment-related webinar
Investment Option B: Assigned HighMark Senior
Portfolio Manager and supporting investment
personnel will provide continual review and ongoing
management of City’s selected investment portfolio
Assist with communication to the Council regarding
trust funding/investment program
PARS staff will be available to meet directly with City Council when requested and can help to prepare
materials/presentations that assist City staff with
communicating to Council
Administer the trust, including post-adoption
assistance
PARS and U.S. Bank will provide ongoing/continuous
trust administration services that include reporting,
accounting, compliance monitoring, document
management, actuarial and audit support, trustee
and custodial services
Maintain trust documents and modify for federal
and state law changes
PARS will manage and review documents for
compliance on an ongoing basis, in conjunction with
our attorneys Pillsbury Winthrop Shaw Pittman LLP
Provide reporting on the trust account PARS will provide reporting and statements to the City on a monthly, annual and ad hoc basis
Provide investment reports Detailed investment reports will be provided to the City by Vanguard or HighMark on a quarterly basis
Provide in-person plan and investment review
meetings
PARS service team members will meet with City staff
as often as requested (no less than annually) to
review the trust account; if Investment Option B is
chosen, HighMark will also attend annual in person
meetings. Vanguard may be available for ad hoc calls
as requested (Investment Option A).

Provide services team that is directly available to
assist staff and the Council
Service team members from PARS, U.S. Bank, and
Vanguard or HighMark will be directly available
during business hours to assist the City with
questions/concerns that arise. Responses to
questions are typically provided within 24 business
hours, unless the request is highly unusual
Provide an audit of the trust Annually provided to the City by PARS Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 24, Packet Page 339 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 12

5. Proposed Schedule. Time is of the essence for this agreement. The proposal shall include a schedule to undertake the work program. The project is anticipated to start by April 1, 2023.

Below is a sample implementation and delivery timeline that the City could use to implement its Section 115 trust account with PARS. This assumes that PARS is awarded an agreement for services by the City Council meeting on March 7, 2023. The timeline allows for assets to be invested by March 31, 2023. Please note, all dates are tentative and can be amended for a shorter or longer implementation period to meet the City’s specific needs.

Tasks/Milestones Estimated
Date
City notifies PARS of selection as provider On March 7
PARS provides City with a sample staff report, sample resolution, and draft Administrative Services Agreement to adopt the PARS Public Agencies Post-Employment Benefits Trust By March 13
PARS and City staff discuss implementation timeline, review goals, finalize specific plan provisions, and negotiate Administrative Services Agreement By March 13
The City Council adopts the PARS Public Agencies Post-Employment Benefits Trust, executes Administrative Services Agreement and appoints a position of employment to serve as the Trust's Plan Administrator via resolution
By March 21
Once PARS receives a signed copy of the resolution and Administrative Services Agreement, PARS provides City with signature-ready trust program documents for review and execution by the appointed Plan Administrator.

By March 22
PARS service team members meet with City staff to discuss all aspects of the trust (including investment goals/objectives) and provide any necessary training to City technical/administrative staff
By March 24
City finalizes its investment strategy (with assistance from Senior Portfolio Manager, depending on option selected)
By March 27
City approves/finalizes investment strategy/strategies and the Plan Administrator appointed by the City signs and returns all completed, fully executed Trust program documents to PARS
By March 28
U.S. Bank establishes trust account By March 31*
PARS sends Administrator’s Handbook complete with contribution instructions and sets up meeting with City’s staff to provide any training and discuss administrative procedures By March 31*
PARS provides contribution instructions to the City, and the City can make its first contribution at timing of its discretion
By March 31*
*Dates are dependent on receipt date of all fully executed Trust program documents to PARS.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 25, Packet Page 340 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 13

6. References. Provide at least three (3) client references with phone numbers and email addresses for relevant work. Specify the client, location, consultant firm members and participating individuals and their roles on team (principal, project director, etc.), type of work, implementation results or status, examples of work, and other relevant information as needed. Please also include a list of all clients in California.

Reference Service Team Services Provided
County of Monterey
168 West Alisal St., 3rd Floor
Salinas, CA 93901
Contact:

Mary Zeeb, Treasurer & Tax Collector
Phone: 831-755-5015
Email: [email protected]
Consultant:

Mitch Barker
Client Services Coordinator:

Will Rogers
Portfolio Manager:

Andrew Brown (HighMark)
Comprehensive Section 115
Pension trust services
including trust administration,
fiduciary investment
management,
trustee/custodial, reporting,
accounting, compliance
monitoring, implementation
& document management
Pebble Beach Community Services
District
3101 Forest Lake Rd.

Pebble Beach, CA 93953
Contact:

Michael Niccum, General Manager
Phone: 831-647-5604
Email: [email protected]
Consultant:

Jennifer Meza
Client Services Coordinator:

Will Rogers
Portfolio Manager:

Andrew Brown (HighMark)
Comprehensive Section 115
Pension trust services
including trust administration,
fiduciary investment
management,
trustee/custodial, reporting,
accounting, compliance
monitoring, implementation
& document management
Monterey County Mosquito Abatement
District
926 East Blanco Rd.

Salinas, CA 93901
Contact:

Ken Klemme, District Manager
Phone: 831-422-6438
Email: [email protected]
Consultant:

Rachael Sanders
Client Services Coordinator:

Will Rogers
Portfolio Manager:

Andrew Brown (HighMark)
Comprehensive Section 115
Pension and OPEB trust
services including trust
administration, fiduciary
investment management,
trustee/custodial, reporting,
accounting, compliance
monitoring, implementation
& document management
City of Dana Point
33282 Golden Lantern
Dana Point, CA 92629
Contact:

Sea Shelton, Finance Manager
Phone: 949-248-3516
Email: [email protected]
Consultant:

Rachael Sanders
Client Services Coordinator:

Will Rogers
Portfolio Manager:

Brian Binkley (Vanguard)
Comprehensive Section 115
Pension trust services
including trust administration,
fiduciary investment
management,
trustee/custodial, reporting,
accounting, compliance
monitoring, implementation
& document management
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 26, Packet Page 341 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 14
County of San Benito
481 4th St, 1st Fl, Auditor (Rm 206)
Hollister, CA 95023
Contact:

Joe Paul Gonzalez, Auditor & Controller
Phone: 831-636-4090
Email: [email protected]
Consultant:

Mitch Barker
Client Services Coordinator:

Jennifer Meza
Portfolio Manager:

Andrew Brown (HighMark)
Comprehensive Section 115
Pension and OPEB trust
services including trust
administration, fiduciary
investment management,
trustee/custodial, reporting,
accounting, compliance
monitoring, implementation
& document management
A list of all PARS’ California clients can be viewed in the Appendix under “California Client List”.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 27, Packet Page 342 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 15
B. PROPOSALS SHOULD ALSO:

1. Identify all subcontractors who may be engaged by proposer and please describe the nature of the services they will provide.

As noted in Section A, Question 1 on pg. 8, PARS does not contract out administrative tasks, except for legal and audit work. Pillsbury Winthrop Shaw Pittman LLP is PARS’ legal counsel for the Section 115 Trust and CLA is PARS’ trust auditor.

2. Specify the number of years proposer and subcontractors, if any, have been providing investment advisory services.

PARS has been providing retirement plan and trust administration services for 39 years and has administered Section 115 trusts for the last 18 years. Vanguard (investment option A) has provided investment advisory services for 48 years and HighMark (investment option B) has provided investment advisory services for over 100 years.

A full PARS Section 115 trust client list can be viewed in the Appendix under “Section 115 Client List”.

3. Please attach Part 2A of the most current Form ADV for all investment advisors registered under the Investment Advisor’s Act of 1940 who are expected to provide services as part of the proposal.

The City has the option to utilize either Vanguard or HighMark as the investment manager for the PARS Section 115 Trust. Both Vanguard and HighMark are registered investment advisors under the Investment Advisor’s Act of 1940.

A copy of Vanguard’s and HighMark’s Part 2A of their most current Form ADV can be viewed in the Appendix under “Vanguard’s Form ADV” & “HighMark’s Form ADV” respectively.

4. Identify each proposed trustee/custodian, trust administrator, investment manager, and any other principal advisor, and describe the background and experience relevant to Section 115 trusts for each.

PARS 115 Trust Team
The PARS Section 115 Trust Program operates as a collaboration of 3 industry leaders; PARS serves as trust administrator, U.S. Bank will serve as the trustee and custodian on the trust, and the City will have the option to utilize either Vanguard or U.S. Bank’s subadvisor, HighMark, as the investment advisor for the Section 115 Trust Program.

PARS - Trust Administrator
For 38 years, PARS has been designing and administering niche retirement trust and plan solutions exclusively for local governments including public utilities. Retirement trusts and plans are where we dedicate our resources Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 28, Packet Page 343 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 16
and expertise. We are not an investment provider and are therefore independent in terms of offering flexible options to our clients from multiple investment advisors. Retirement trusts/plans are our core business, not a sideline. Our corporation’s objective is to offer local governments the control and flexibility to meet their individual needs while administering programs that have saved millions of dollars in public resources. PARS has provided thousands of public agencies superior retirement benefits while reducing operating costs and administrative burdens.

Since inception, our company has experienced continual corporate growth and has built a long track record of service which includes the following key accomplishments:
• Market leading Section 115 trust provider with over 380 in California • Administration of over 2,000 plans for more than 1,000 public entities • Development of the first multiple-employer Section 115 Trust Program for pension prefunding in the nation (2015)
• Vast experience providing integrated retirement trust and plan solutions to agencies – over 285 of our clients have multiple trusts or plans with PARS
• Largest Section 115 Trust provider for pension and OPEB liabilities nationwide • Only provider using a “combination” trust for pension and OPEB nationally • Only one of two providers with PLR for pension-prefunding • Development and administration of multiple employer Section 115 Trust programs for numerous associations and group entities including the Community College League of California, California School Boards Association, Rhode Island Interlocal Trust, 4 County Massachusetts Trust, and Arizona Public Safety Personnel Retirement System
Key PARS Section 115 Trust Milestones
1984 PARS begins to design and administer niche retirement plans for public agencies. 1990 PARS creates the Public Agency Retirement System Trust, an IRC Section 401(a) multiple employer retirement trust program. PARS has since developed several other multiple employer trusts for public agencies based on this initial model.
1996 PARS develops its first trust (VEBA) for prefunding retiree medical benefits in California. 2001 PARS begins consulting with public agencies on projects related to retiree health care liabilities. 2003 PARS begins developing an innovative Section 115 irrevocable trust based on its already established multiple employer trust model.
2004 California School Board Association hires PARS to develop and implement a Section 115 multiple employer trust to prefund retiree health care.
2006 PARS receives the first ever IRS PLR given on a multiple employer Section 115 Trust for postretirement health care funding. The IRS requests publication of the trust’s details as an example for other OPEB multiple employer trusts.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 29, Packet Page 344 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 17
2015 PARS establishes a new Section 115 “combination” trust that allows prefunding of both pension and/or OPEB costs. This trust subsequently receives a favorable IRS PLR, the first of its kind in the nation.
2016 PARS has record year adding over 60 clients to its pension prefunding trust, making the firm the clear market leader and program expert not only in California but in the nation. 2020 In 3 years, another 150+ agencies join the program to prefund pension obligations. 2021 PARS launches a statewide pension prefunding trust program for Arizona, partnering with the state retirement system.
2022 More than 500 agencies utilize PARS to prefund pension and OPEB liabilities using the PARS Section 115 Trust which has over $5 billion in assets under administration.

Trustee/Custodian Assets: U.S. Bank
Established in 1863, U.S. Bank is the fifth largest bank and highest rated in the country. U.S. Bank has offices throughout the nation, including many in California, and manages over $450 billion in institutional assets. U.S.

Bank is consistently recognized for its fiscal conservativeness and sound business model which has enabled investments in core business lines such as Institutional Trust and Custody. This division, which provides advisory, trustee, and investment management services to PARS clients, prides itself on the following qualifications:
• Trustee for 1,300+ PARS clients including all OPEB trust clients. Has been serving as trustee/custodian for PARS OPEB trusts since 2004
• Fifth largest commercial bank (6th largest custodian) in the United States with more than 5,300 IT&C clients in 27 locations and the longest continuous federally chartered bank • Serves 626 Section 115 Trust clients nationally
• Provides trust and investment services to over 1,800 government clients • 100 years in institutional trust and custody business • Has provided investment management and advisory services since 1914 • One of the largest trustees of Section 115 trust assets in the country - market value of over $10 billion • Manages over $460 billion in institutional client assets U.S. Bank first began providing trustee/investment services for Section 115 Trusts in 2004 when it took on a large school board association trust with PARS as the administrator.

Investment Advisor/Manager: Vanguard (Option A)
Vanguard is one of the world’s largest, low-cost investment management firms and offers investment services and products to individuals, financial advisors/intermediaries, and institutional investors. As of December 2022, clients have entrusted Vanguard to manage over $7.2 trillion in assets and the company has helped millions of investors across the globe achieve their investment goals. The company, which began operations with just 40 people, now has over 13,000 employees at three U.S. locations, along with international operations throughout the world.

Vanguard was founded on a simple but revolutionary idea—that a mutual fund company should be managed in the sole interest of its investors. From its beginning in 1975, Vanguard has been a very different kind of Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 30, Packet Page 345 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 18
investment firm. To ensure that the interests of investors always come first, Vanguard is structured in the U.S. as a “mutual” fund company, owned by the Vanguard funds and the investors who put their hard-earned money in them.

Over time, capabilities grew, and the company established a group called Vanguard Institutional Advisory Services® (VIAS). VIAS began providing asset allocation guidance and portfolio advisory services for pension plan sponsors in 1997. In 2005 it expanded its services to include OPEB clients, before creating a one-of-a-kind investment program with PARS in 2013. The program was developed as a simple, low-cost investment option for public agencies seeking to address their growing pension and/or OPEB liabilities and has quickly become successful nationwide. The PARS Trust investments are managed under the Pension Group of VIAS that specializes in pension and retirement-related institution investing.

VIAS currently manages the following:
• $56.2 billion in assets for 1,190 client relationships, representing 2,370 portfolios • $13.4 billion in pension and OPEB trust assets
Investment Advisor/Manager: U.S. Bank’s Subsidiary - HighMark (Option B) The trust program and trustee agreement allow the City to use U.S. Bank as “discretionary trustee” which allows the bank to manage investments within the City’s trust account. In the option, U.S. Bank would utilize their subsidiary, HighMark, as the investment subadvisor to the trust. HighMark manages U.S. equity and fixed income strategies for a variety of individual and institutional clients including public agencies, corporate retirement plans, corporate cash portfolios, Taft-Hartley plans, hospital funds, insurance companies, and foundations and endowments.

Since the firm’s founding over 100 years ago, HighMark manages U.S. equity and fixed income strategies for a variety of individual and institutional clients including public agencies, corporate retirement plans, corporate cash portfolios, Taft-Hartley plans, hospital funds, insurance companies, and foundations and endowments.

HighMark has provided innovative financial solutions to its clients and remains committed to outstanding research, disciplined investment processes, and comprehensive risk management. This three-pronged approach enables HighMark to deliver insightful investment guidance and superior service while at the same time striving to exceed client expectations and deliver value at every level of the investment relationship.

HighMark has provided fiduciary investment advisory and management services to PARS’ clients, including those in our retirement trust programs for over 25 years. Today, HighMark serves over 300 of PARS’ Section 115 Trust clients, including city, county, and special district clients, with $8.7 billion in assets under management and $9.0 billion in assets under advisement as of December 31, 2022.1 Note: HighMark is a subsidiary of MUFG Union Bank, N.A. As of December 1st, MUFG Union Bank, N.A. (Union Bank) is now a subsidiary of U.S. Bancorp, the parent company of U.S. Bank, N.A. 1 Assets under management (“AUM”) include assets for which HighMark provides continuous and regular supervisory and management services.

Assets under advisement (“AUA”) include assets for which HighMark provides certain investment advisory services (including, but not limited to, investment research and strategies) for client assets of its parent company, MUFG Union Bank, N.A.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 31, Packet Page 346 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 19

5. Identify any agreements or contracts the City may be required to enter into in conjunction with the proposal, whether directly with the proposer or with third parties, and provide sample copies of each.

PARS has developed a streamlined implementation process with signature-ready documents which will minimize the workload of City staff from the beginning. The documents have been reviewed/approved by the IRS as part of the PLR process and have been carefully reviewed by PARS’ IRS attorneys, Pillsbury Winthrop Shaw Pittman LLC.

To implement the PARS Section 115 Combo Trust, a Council resolution would need to be adopted and the following documents signed by Monterey’s Plan Administrator identified in the resolution:
• Public Agencies Post-Employment Benefits Trust Agreement – The PARS Public Agencies PostEmployment Benefits Trust is a multiple employer trust arrangement established to provide economies of scale and efficiency of administration to public agencies. The Trust is established as a tax-exempt trust within the meaning of Section 115 of the Code. Assets will be held in trust for the exclusive purpose of funding the City’s Pension Obligations and/or OPEB Obligations and defraying the reasonable expenses associated therewith.
• Master Plan Document (if adopting the OPEB Account) – The Master Plan Document, together with the variable provisions contained within the Adoption Agreement, outline the provisions of the Plan including eligibility, member agency contributions, distribution of benefits, funding, and investments. • Adoption Agreement – The Adoption Agreement is required for the official adoption of the Trust Agreement and Master Plan Document.
• Agreement for Administrative Services – The Agreement for Administrative Services outlines the services provided and the billing practices of PARS.
• Sample Resolution – The Resolution authorizes the adoption of the PARS Public Agencies PostEmployment Benefits Trust and appoints a position of employment at the City to serve as Plan Administrator.
• Investment Option A: Trustee Forms for assets managed by Vanguard o Vanguard Advisory Agreement – Sets forth the terms and conditions of the Discretionary Investment Management Agreement between the City and Vanguard Institutional Advisory Services, an operating division of Vanguard Advisers, Inc. o Short-Term Investment Selection Form – States that the City is authorizing the First American Prime Obligation Fund indicated on the form as the sweep investment vehicle. o Directed Trustee Fee Schedule – Discloses the fees charged by the Trustee for directed trustee fee services.
o Customer Identification Program Disclosure/Investment Related Disclosures/Customer Acknowledgement Form – Provides information regarding opening a new account with the Trustee as well as disclosures and acknowledgements regarding First American Funds. o Shareholder Communication Act Authorization – Informs the Trustee as to whether the City allows for the disclosure of its name, address, and securities to each of the fund families. o Securities Confirmation Notification – Provides the City with the option to receive or not receive written confirmation of securities transactions every time a trade is made and settled.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 32, Packet Page 347 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 20
The form also provides information regarding procedures for opening a new account as well as investment related disclosures.
o Authorized Signature Form – A specimen signature/authorized signer form to be completed by the appointed Plan Administrator.
• Investment Option B: Trustee Forms for assets managed by HighMark o Investment Strategy Selection Form – Sets forth the various investment portfolios offered under the Program. U.S. Bank, as investment manager of the Program and its sub-adviser, HighMark Capital Management, Inc., will invest plan assets in accordance with the City’s selection(s).
o Discretionary Trustee Fee Schedule – Discloses fees charged by U.S. Bank for trustee and investment management services, including investment management services provided by its sub-adviser, HighMark Capital Management, Inc.
o Customer Identification Program Disclosure/Investment Related Disclosures/Customer Acknowledgement Form – Provides information regarding opening a new account with the Trustee as well as disclosures and acknowledgements regarding First American Funds. o Authorized Signature Form – A specimen signature/authorized signer form to be completed by the appointed Plan Administrator.

PARS will also provide sample staff report and a copy of the IRC Private Letter Ruling for this trust program.

PARS has an in-house implementation/document oversight department that works alongside our attorneys, auditors, and lobbyists on an ongoing basis to ensure that all trust program documents are up to date and in compliance with rules, laws, and regulations. This department is directly available to City staff and will make required revisions to the program documents and the services agreement when necessary.

Sample Agreement for Administrative Services can be viewed in the Appendix under “Trust Documents”.

6. Describe any SEC, FINRA, or regulatory censure or litigation involving your firm, employees, or subcontractors within the past three years.

PARS – Trust Administrator
There has been no SEC, FINRA, or regulatory censure or litigation involving PARS or its employees in the past three years.

Investment Option A: Vanguard
As with similar institutions of its size, Vanguard is involved in litigation from time to time, including matters relating to contractual disputes, provision of investment-related services, employment disputes, and property liability matters. None of those proceedings have been material to Vanguard or Vanguard Advisors Inc. operations or financial condition related to the advisory services it provides in the last five years. Vanguard does not make specific information regarding litigation available and considers this information confidential and reserved for internal use only.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 33, Packet Page 348 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 21
Investment Option B: HighMark
There has been no SEC, FINRA, or any other regulatory censure or litigation over the last 3 years to which HighMark is currently a party that would: a) materially impair its ability to perform investment advisory services; or b) materially affect the financial condition of the firm if decided in an adverse manner. Detailed information may be reviewed by accessing HighMark's ADV Part I filing on the SEC's IARD website.

HighMark is a wholly owned subsidiary of Union Bank. As large financial institutions, U.S. Bank and Union Bank, from time to time, are party to various pending or threatened legal actions that arise in the normal course of business. U.S. Bank and Union Bank maintain reserves for losses from legal actions that are considered probable and estimable. Details can be found in U.S. Bancorp’s annual filings with the SEC on the SEC's web site.

U.S. Bank – Trustee/Custodian
There has been no SEC, FINRA, or any other regulatory censure or litigation to which U.S. Bank is a party over the last 3 years that would: a) materially impair its ability to perform investment advisory services; or b) materially affect the financial condition of the firm if decided in an adverse manner.

As a large financial institution, U.S. Bank from time to time is a party to various pending or threatened legal actions that arise in the normal course of its business. U.S. Bank maintains reserves for losses from legal actions that are considered probable and estimable. Details can be found in the U.S. Bancorp quarterly and annual filings with the SEC and the latest 10-Q report filing can be provided upon request.

While at any given time, U.S. Bank is involved in disputes and litigation which normally occur in banking operations and which often involve claims for money damages, these pending cases are generally not considered unusual in number or amount and based on past experiences in similar litigation, should not have a material adverse effect on the financial position of U.S. Bank, nor impact the delivery of services to our clients.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 34, Packet Page 349 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 22
C. PRIVATE LETTER RULING

1. Disclose if your pension Section 115 Trust program has received approval from the IRS in the form of a Private Letter Ruling.

PARS received a “first of its kind” PLR from the IRS in June 2015 for its innovative trust vehicle which allows local governments to set aside funds to prefund pension. This PLR confirms the favorable tax-exempt treatment of PARS’ Section 115 Trust for each participating agency.

The PLR is a major advantage since it is one of only two issued for a trust covering the funding of all postemployment benefits (both pension and OPEB), and the IRS is no longer issuing these rulings. Therefore, if the City were to create its own Section 115 Trust or join a multiple employer trust through a provider who has not received a PLR, it would not benefit from the added layer of protection that an IRS PLR provides. Other providers may claim to have an “IRS approved trust,” but unless they have a PLR, this is a false claim, as no IRS revenue ruling has been applied to all 115 Trusts.

A copy of PARS’ IRS Private Letter Ruling can be viewed in the Appendix under “IRS Private Letter Ruling (PLR)”.

2. Explain the legal basis for your Section 115 Trust and how your program meets the requirements for compliance with federal and state law, as well as any applicable requirements related to pronouncements issued by the Governmental Accounting Standards Board (GASB).

PARS trust program is structured with the following characteristics to ensure compliance with state and federal law, and GASB rules:
• Trust Documents
The legal documentation and structure of the PARS trust was developed by PARS attorney’s Pillsbury Winthrop Shaw Pittman LLP and has been reviewed by multiple attorney firms across the country. This high level of scrutiny helps to ensure that the trust program operates in conjunction with the proper state, federal and regulatory requirements.
• Favorable Private Letter Ruling
In 2015, the Trust received the first of its kind PLR ensuring that it meets federal IRS laws and guidelines which is important from a fiduciary standpoint as it legitimizes the tax qualified status of the trust. The IRS is the federal regulatory entity governing public sector plans and benefits, so its favorable ruling is crucial.
• Investment Management Services
As registered investment advisors with the SEC, both Vanguard and HighMark ensure the City’s fiduciary obligations are met by investing assets according to the parameters established under California and federal law. The firms are highly audited, and its processes regularly reviewed to ensure that they meet all rules and regulations set forth.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 35, Packet Page 350 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 23
• Compliance with GASB
To assist with GASB reporting and compliance, PARS will provide the City with the following:
o An annual individual trust statement of the City’s plan assets that shows a reconciliation of assets held at the beginning of the fiscal year through the end of the fiscal year o Year-end audited financial statements of the Trust as a whole, including Schedule of Changes in Fiduciary Net Position by Employer
o Supporting SOC 1-Type 2 report on the controls over the calculation and allocation of additions and deductions to employer accounts within the Trust o Investment allocation data and information on investment policies • State Constitutional Law
The PARS Trust was developed in compliance with the California Government Code and state constitutional law related to trustee and investment services in Section 115 retirement trusts. It meets the four fiduciary standards that are required to comply with California Code Sections 53620 through 53622 whereby:
o Fiduciaries must act solely in the interests of plan participants and their beneficiaries with the exclusive purpose of providing benefits to them
o Fiduciaries must carry out their duties prudently
o Plan investments must be diversified
o Plan expenses must be reasonable
• Annual Audits
PARS has a trust-wide audit and SOC-1 audit completed by independent firms on an annual basis to review both the PARS Section 115 Trust and the firm’s internal operations. These audits ensure that we are operating in accordance with proper standards of care and can be provided to the City when requested.
• Secure, Regulated Trustee
As a federally chartered bank, U.S. Bank, the program’s trustee, is required to meet some of the highest regulatory standards, including ongoing stringent audits and examinations by the Office of the Comptroller of Currency, external auditors, and the bank’s own internal audit department. This type of continual audit coverage and oversight reassures the City that its plan is operating according to the terms of trust, with prudent procedures as determined by independent opinions as well as meeting federal and state regulations. This provides the City assurances beyond what a smaller, state-chartered trust company can provide.
• In-House Implementation/Compliance Monitoring Department PARS has an in-house implementation/document oversight department that works alongside our attorneys, auditors and lobbyists on an ongoing basis to ensure that all trust program documents are up to date and in compliance with rules, laws and regulations. This department is directly available to City staff and will make required revisions to the program documents and the services agreement when necessary.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 36, Packet Page 351 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 24

3. Describe safeguards built into your Section 115 Trust program to limit the City’s exposure.

The PARS Section 115 Trust was designed to minimize the City’s fiduciary liability exposure in the following ways:

Fiduciary Support
U.S. Bank will serve as a fiduciary to the trust acting as discretionary trustee. U.S. Bank takes its fiduciary responsibilities with the utmost seriousness and is dedicated to fulfilling its fiduciary responsibilities in line with the following core principles:
• Act in the sole interest of participants and beneficiaries • Act prudently and manage risk
• Follow the terms of plan and trust documents
• Avoid conflicts of interest
• Avoid engaging in transactions that benefit interested parties as a conflict of interest • Treat beneficiaries with impartiality
As the bank’s investment sub-advisor, HighMark is also considered a fiduciary to the trust. HighMark ensures the City’s fiduciary obligations are met by maintaining investment of assets according to the parameters established in California and federal law. Ultimately, the combined delivery of discretionary trustee and investment management services means that the City has significant fiduciary protection.

Federal Laws and Regulations
U.S. Bank, the program trustee, is a federally chartered bank that acts as an independent trustee for qualified ERISA and governmental retirement plans. As such, the bank is required to meet some of the highest regulatory standards, including ongoing stringent audits and examinations by the Office of the Comptroller of the Currency (OCC), external auditors, and the bank’s own internal audit department. This continual audit coverage and oversight assures the City that its plan is operating according to the terms of trust and is in line with federal and state regulations.

Investment Management Services
Investment services for the City’s account will be provided by either Vanguard or HighMark, who are regulated by the Securities and Exchange Commission (SEC) and must adhere to the Investment Advisor Act of 1940, ERISA, and other applicable state and federal law. In its role as investment manager, Vanguard or HighMark will provide investment expertise to ensure that the City’s governing body and its designated officers are acting prudently in the investment of plan assets, as required under Section 17 of Article XV1 of the California Constitution, and Government Code Section 53620, both taken from ERISA law, as supported by numerous case law.

IRS Approvals
Obtained in 2015, the program’s Private Letter Ruling ensures that the trust meets federal IRS laws and guidelines which is important from a fiduciary standpoint as it legitimizes the tax-exempt status of the trust. The IRS is the federal regulatory entity governing public sector plans and benefits, so its approval of a retirement trust is crucial.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 37, Packet Page 352 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 25
Discretionary Trustee Arrangement
The program makes a discretionary trustee arrangement available to the City, thus permitting the City to delegate investment authority to the trustee to mitigate the fiduciary risk to City staff and its City Council. PARS has over 1,000 public agency clients using discretionary trustee arrangements for their retirement plans and trusts since 1991. Public agencies like this arrangement because it provides them with a high level of fiduciary protections.

Legal Documentation
The legal documentation and trust structure have been reviewed by outside counsel from various public agencies around California, including many major attorney firms. In each case, there has been unanimous approval of the program. Several attorneys have commented on how pleased they were with the clear delineation of fiduciary roles. They have indicated that the caliber of the underlying providers was superior to any other program evaluated.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 38, Packet Page 353 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 26
D. TRUSTEE AND TRUST ADMINISTRATION SERVICES

1. Please provide a comprehensive list of trustee services and Section 115 trust administration services you will provide.

Trust Administration (PARS)
Consulting Services
PARS will work closely with City staff from the outset to analyze and implement a trust program that will help the City address its CalPERS liabilities. Lead Consultant, Rachael Sanders, will oversee implementation, design and administration of the City’s trust account and can provide the following consulting services:
• Discussion of trust design options
• Analysis and review of various funding and withdrawal options • Assistance with developing and modifying policies
• Analysis and discussion of actuarial issues and valuations • Monitoring/updates of legislation, laws, and regulations impacting pension pre-funding • Development of materials and presentations to assist the City and its Council in understanding pension pre-funding/trust services
• On-site reviews (annual at minimum) to discuss modifications to funding and investment strategies based on changing program, and/or budgetary circumstances • Ad hoc presentations or special reports to staff or elected officials as requested • Ongoing assistance with any administrative needs of the City Program Services
PARS Section 115 IRS approved irrevocable trust is designed as a comprehensive, full-service approach to meet the individual needs of the City. Our full-service program is designed for ease of administration and to limit the workload of staff by providing the following services:
• Signature-ready implementation documents which enable implementation to be completed within 3-4 business days of executed plan documents being received by PARS • Maintenance of detailed accounting records, including any sub-accounting, which consists of individual recordkeeping of the City’s contributions, earnings, and assets • Reconciliation and coordination of contributions to the trust account • Coordination of distributions from the City’s trust account, which includes receiving distribution documentation and directing the trustee to make distributions • Monthly, quarterly, and annual reporting to the City as well as online reporting and any customized reports as requested
• All necessary forms, handbooks, training, and technical support • Administrative training meeting at implementation as well as ongoing training as necessary Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 39, Packet Page 354 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 27
• Onsite client service reviews, done at minimum annually, to ensure the City’s ongoing satisfaction with the program
• Participation at meetings and assistance in education/presentation preparation for Council, staff, or employee groups when requested
• Attendance at City Council meeting when contract is scheduled for approval • Coordination of annual trust-wide audit
• Preparation and submission of documents as required by the City’s auditors for GASB 67/68 reporting • Periodic publications and resources on legislative regulatory developments related to pension prefunding
• Ongoing consulting/analytical services as needed
Reporting
PARS understands that regular, detailed, and fully transparent reporting is key for our clients. Therefore, the following reports will be provided to Monterey from trust account inception onwards:
• Monthly account statements - Produced by PARS, these will be mailed directly to the City, can be sent electronically upon request, and can be accessed at any time through our online portal. The statements summarize the City’s opening balance, contributions, distributions, earnings, fees, closing balance, and provide monthly return information.
• Online portal - Easy access to downloadable account information including monthly statements, transaction history, investment performance, etc.
• Quarterly investment reports - Quarterly reports will be provided to the City by the dedicated Client Services Team. These provide an analysis of the City’s selected portfolio by including information such as asset allocation ranges, investment returns, portfolio holdings, and capital market outlook. • Annual statements - PARS will provide the City with an annual statement at the plan’s year-end. These reports, which can be mailed and sent electronically, provide a full overview of account activity and performance comparisons for the previous year.
• Client reviews - PARS will meet with the City annually (or more often if requested) to conduct onsite client service reviews. These meetings will provide a full breakdown of the City’s trust and investment activity and are intended to ensure staff’s full satisfaction with the program. If Vanguard (Investment Option A) is selected, the City will be invited to periodic investment-related webinars. If Highmark (Investment Option B) is selected as Investment Manager, the Portfolio Manager will also attend annual meetings.
• Ad hoc reports - If the City requires additional or customized reports, PARS can work with staff to produce these at no additional cost.
• Audit - A trust-wide audit of the PARS Section 115 Trust is performed annually and will be provided to the City. Our current auditor is CliftonLarsonAllen (CLA).

Trustee Services (U.S. Bank)
• Safeguarding of assets for the exclusive benefit of City employees, retirees, and beneficiaries • Receipt and investment of the City’s contributions according to selected investment strategy • Electronic interface and reporting to the trust administrator Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 40, Packet Page 355 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 28
• Reimbursements for pension related costs made to the City or disbursed to CalPERS directly • Maintains a fiduciary oversight role with respect to trust assets and investments

2. Please note if there are any additional costs for any of the above mentioned services, and if so, what those rates are.

There are no additional costs for any of these services.

3. Describe how City contributions to and distributions from the Section 115 Trust are how handled.

Following trust adoption, PARS will provide the City with an Administrator’s Handbook to instruct and assist staff with ongoing administration of the plan. The document includes information on contribution and distribution procedures, as well as form completion, reporting requirements, and timelines.

Contributions - With the PARS Section 115 Trust Program, the City has full discretion as to the amounts, timing, and frequency of contributions it makes into the trust. Funds can be sent either electronically or by check and should be accompanied by a signed Contribution Form. Once the funds are received, they are invested in accordance with the selected investment portfolio and will be denoted on the City’s subsequent monthly statement.

Disbursements - Like contributions, the City will have full control over the withdrawal of its funds, providing the legal restrictions imposed by the trust and plan are adhered to. For instance, pension assets can only be used to pay for pension plan or administrative expenses (e.g. CalPERS plan costs) and OPEB assets can only be used to pay for retiree healthcare or associated administrative costs (e.g. actuarial valuations). As long as these basic requirements are met, however, there are no restrictions on the timing or frequency of disbursements. Our program also allows for expenses to be reimbursed for the last two years of CalPERS pension employer contributions and, separately (if using an OPEB account), for the last two years of retiree healthcare expenses (current and prior plan year).

The City will make reimbursement requests using a form provided by PARS that indicates costs for a particular period. To keep the process secure, every form submitted must be signed by the designated Plan Administrator or his/her designee. For pension, the City can request that reimbursements be made: (a) directly to the City, or (b) to pension plan provided (e.g. CalPERS) directly. For OPEB, reimbursements can be made: (a) to the City, (b) to retiree healthcare providers or (c) to retirees (if OPEB policy allows).

4. Define any termination restrictions for the Section 115 Trust.

There are minimal termination restrictions for the Section 115 Trust. PARS simply requires 30 days’ notice to liquidate the City’s assets and transfer them to another provider. The 30-day process allows us to administratively close out the trust account, provide guidance and support for the City’s decision, work with City staff to establish a timeline and data requirements for the process, liquidate the assets, and receive instructions for the transfer.

There are no costs associated with trust termination and we will work directly with the new provider to ensure a seamless transition process. The IRS requires that any remaining assets be disbursed to the retirement system or reimbursed by transferred to a like Section 115 Trust. There are no restrictions in moving from our multiple employer trust to single employer trust.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 41, Packet Page 356 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 29
E. INVESTMENT REQUIREMENTS AND INVESTMENT PERFORMANCE

1. Please describe the investment services your firm offers with respect to Section 115 Trusts.

Investment Management (Vanguard or HighMark)
• Professional investment advisory and/or management services overseen by dedicated investment manager
• Fiduciary role advising on and overseeing plan investments • Periodic asset rebalancing
• Quarterly investment reports, comparative analyses, and annual client review • Ongoing account monitoring
• Investment manager monitoring, fund selection, and review • Internal and external fund auditing
• Legal and regulatory compliance in conjunction with the SEC, FINRA, and other regulatory bodies • Materials and education regarding market outlook and conditions/trends • Pre-established flexible investment options. Specialize in diversified investing, not just fixed income, with portfolios designed specifically for the trust and its purpose • Open architecture investment program
• Flexible investment options that include both pre-established and customized portfolio options o Vanguard’s customized option is available for an additional fee. As Monterey’s trust assets grow, the City will also have the added option of a customized portfolio. o HighMark’s customized option requires $5 million in assets or more • Investment Option A: If Vanguard is selected:
o Low-Cost Global Investment Leader
o Vanguard’s Discretionary Investment Management Agreement includes schedules investment guidelines and parameters for Vanguard’s investment advisory services o Hosts periodic investment webinars, where member agencies are invited to engage with Portfolio Managers about economic environment or portfolio specific questions • Investment Option B: If HighMark is selected:
o Dedicated Senior Portfolio Manager who will be directly available (by cell phone) to the City at all times
o Development of an investment policy statement (with asset allocation guidelines) in conjunction with City staff and ongoing investment policy assistance o Hands-on assistance with asset allocation and investment portfolio development/selection based on City’s investment objectives and risk tolerance o Annual (at minimum) onsite reviews with availability for additional onsite or virtual meetings at any time to Staff or elected officials, as well as ad hoc investment reports as needed Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 42, Packet Page 357 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 30

2. Does your firm offer assistance with investment strategy selection and investment policy development? Does this service typically include specific asset allocation recommendations? If so, please explain.

Investment Option A: Vanguard
If the City selects one of Vanguard’s pre-established portfolios, Vanguard will not provide investment strategy selection and investment policy development; however, the City will need to execute Vanguard’s Discretionary Investment Management Agreement prior to program inception. The agreement includes schedules investment guidelines and parameters for Vanguard’s investment services. The investment guidelines and parameters listed in the agreement include asset allocation, diversification, rebalancing, and fund selection. Some clients will reference Vanguard’s policies in their own investment policy statement (IPS) document. Once the City makes a contribution, the funds are invested in accordance with the selected investment portfolio. As the City's assets grow, the City will have the added option of utilizing a more customized investment solution with access to a dedicated Vanguard investment consultant and an investment portfolio tailored to the City’s specific needs and objectives.

Investment Option B: HighMark
Yes, if the City selects the HighMark Option, HighMark will assist the City with the investment of its assets by providing investment strategy selection and IPS development assistance along with asset allocation recommendations prior to inception. HighMark’s designated Senior Portfolio Manager, Andrew Brown, will gain an in-depth understanding of the City’s circumstances prior to trust inception before providing assistance with asset allocation recommendations. Andrew and his team will focus on determining a diversified, multi-asset portfolio structure that represents an optimal asset mix based on the City’s time horizon, risk tolerance level, and liquidity needs.

HighMark will assist the City with the investment of its assets by providing asset allocation recommendations prior to program inception. However, prior to making any recommendations, designated Senior Portfolio Manager, Andrew, will gain an in-depth understanding of the City’s objectives. He will focus on determining a diversified, multi-asset portfolio structure that represents an optimal asset mix based on the City’s time horizon, risk tolerance level, and liquidity needs. Primary consideration for asset allocation is given to the following:
• Investable Cash Flow: How does the City plan to prefund its pension liabilities? • Return Expectations: What is the target rate of return assumptions for the trust? • Rick Tolerance: What is the comfort level with investments and varying risk? • Income and Liquidity Needs: What are needs for income to pay current liabilities? When might funds be used?
• Investable Cash Flow: How does the City plan to prefund its pension liabilities? • Investment Restrictions: What type of investments would be not permitted by the City? After receiving input from staff, Andrew will develop an IPS unique to the City, which will serve as the foundation for all investment decisions moving forward. Once the IPS has been completed, it will be reviewed and approved by the City’s designated Plan Administrator before going into effect. Please note that if the City decides to prefund both pension and OPEB with PARS, different investment strategies can be developed/selected for each account.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 43, Packet Page 358 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 31

3. Please provide the firm’s recommended comparative yield benchmarks for trust assets held in this type of trust. Please provide annual, five-year, ten-year, fifteen- year, and twenty-year return history and expense ratios for each fund/portfolio option available. Would the firm be able to benchmark against yields obtained from similar 115 Trusts such as the California Employee Retirement Benefit Trust? If so, please provide this data.

Recommended Comparative Yield Benchmarks
Investment Option A: Vanguard
Benchmarks used in the four portfolios were as follows:
• Vanguard Total Stock Market Index, VTSAX, tracks CRSP US Total Stock Market Index • Vanguard Total Bond Market Index, VBTLX, tracks Bloomberg Barclay’s U.S. Aggregate Float Adj Index • Vanguard Total International Bond Index Fund, VTABX, tracks Bloomberg Global Aggregate ex-USD Float Adjusted RIC Capped Index
• Vanguard Intermediate-Term Investment-Grade, VFIDX, actively managed, benchmarked to Bloomberg Barclays U.S. 5-10 Year Credit Bond Index
• Vanguard Total International Stock Index, VTIAX, track FTSE Global All Cap ex US Index • Vanguard Short-Term Investment-Grade, VFSUX, actively managed, benchmarked to Bloomberg Barclays US 1-5 Year Credit Index
• Vanguard Real Estate Index Fund, VGSLX, tracks the MSCI US Investable Market Real Estate 25/50 Index • Vanguard Total Stock Market Index Fund, VITSX, tracks the performance of the CRSP US Total Market Index
Investment Option B: HighMark
The construction of HighMark’s portfolio benchmarks varies depending on each client’s needs. HighMark can create custom benchmarks, depending on the City’s investment objectives and preferences. However, the following are the most recommended and used benchmarks for our PARS Section 115 Trust portfolios:
• The S&P 500 Index (Large Cap Core)
• The MSCI EAFE Index (International)
• The MSCI Emerging Markets Index (Emerging Markets)
• The Russell Midcap Index (Mid Cap Core)
• The Russell 2000 Index (Small Cap Core)
• The ICE BofA US High Yield Master II Index (High Yield) • The Wilshire REIT Index (Real Estate)
• The Bloomberg Barclays U.S. Aggregate Bond Index (Intermediate Term Bond) • The ICE BofA 1-3 Year U.S. Corporate & Government Index (Short Term Bond) • The FTSE 1-Month Treasury Bill Index (Cash)
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 44, Packet Page 359 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 32
Return History & Expense Ratios
Investment Option A: Vanguard
Below is return history and expense ratios for Vanguard’s pre-established strategies. Vanguard currently does not have the 10-year, 15-year, or 20-year return history for all strategies as this exceeds the life of the portfolios; we have include the inception to date (ITD) figures for the City’s consideration (as of 12/31/2022).

Strategy 1 Year 3 Year 5 Year 10 Year 15 Year 20 Year ITD Expense Ratio
Fixed Income -12.10% -2.61% 0.11% 1.19%* -- --

0.31%
(Jun. 2017)

0.08%
Conservative -14.98% 0.53% 2.58% 4.54%* -- --

3.42%
(Jul. 2016)

0.08%
Balanced -16.31% 2.05% 4.01% 6.13%* -- --

5.63%
(Jun. 2016)

0.08%
Growth -17.32% 2.95%* 4.88%* 7.48%* -- --
-0.60%
(Jun. 2020)

0.08%
*These returns are based on a hypothetical portfolio. The analysis assumes no external cash flows and no cash balances outside of the cash like instruments in the specified fund allocations.

Investment Option B: HighMark
Below is return history and expense ratios for HighMark’s pre-established portfolios. HighMark currently does not have the 15-year and 20-year return history for all strategies as this exceeds the life of the portfolios; we have included the inception to date (ITD) figures for the City’s consideration. • Actively Managed Portfolios (as of 12/31/2022)
Strategy 1 Year 3 Year 5 Year 10 Year 15 Year 20 Year ITD Expense Ratio
Conservative -12.63% -0.89% 1.30% 2.51% 3.28% --

4.46%
(Jul. 2004)

0.37%
Mod. Conservative -13.46% 0.26% 2.23% 3.73% 4.02% --

5.48%
(Aug. 2004)

0.38%
Moderate -14.63% 1.76% 3.55% 5.46% 4.81% --

6.35%
(Oct. 2004)

0.39%
Balanced -15.28% 2.43% 4.15% 6.32% 5.20% --

6.37%
(Oct. 2006)

0.39%
Capital
Appreciation -16.08% 3.37% 4.99% 7.50% -- --

10.28%
(Jan. 2009)

0.40%
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 45, Packet Page 360 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 33
• Passively Managed (Index) Portfolios (as of 12/31/2022) Strategy 1 Year 3 Year 5 Year 10 Year 15 Year 20 Year ITD Expense Ratio
Conservative -12.06% -0.89% 1.23% 2.30% 2.90% --

4.03%
(Jul. 2004)

0.07%
Mod. Conservative -13.00% 0.19% 2.20% 3.62% 3.66% --

4.99%
(May 2005)

0.08%
Moderate -14.21% 1.68% 3.47% 5.34% 4.82% --

5.93%
(May 2006)

0.10%
Balanced -14.97% 2.38% 4.03% 6.17% 5.09% --

5.94%
(Oct. 2007)

0.10%
A full breakdown of the weighted fund fees within the pre-established portfolios can be viewed in the Appendix under “HighMark Expense Ratios”.

Benchmark Comparisons
Vanguard and HighMark are able to benchmark against yields for similar Section 115 trusts (including the CERBT and the CEPPT) to the extent that the information is available. As the data can only be obtained from CalPERS directly, our ability to provide a comparison depends on their regular communication of returns. Also some of the other competitors are smaller and newer in comparison to the PARS trust program, the first in California. The only provider that has long-term history to match PARS is CalPERS’ CERBT, Strategy 1 vs. HighMark’s Capital Appreciation.

Unfortunately, the CEPPT is newer in comparison with the PARS Section 115 Trust and there is no longevity of investment performance (only since late 2019). We are able to provide a comparison to show the 1-year & 3-year returns between CEPPT’s Strategy 1 vs. HighMark’s Moderate and CEPPT’s Strategy 2 vs. HighMark’s Moderately Conservative.

A detailed comparison of HighMark’s returns versus CERBT’s/CEPPT’s can be viewed in the Appendix under “Investment Returns Comparisons”.

4. Describe the investment and risk options available for the 115 Trust.

Investment Option A: Vanguard

1. Four Pre-established Portfolios
PARS established a relationship with Vanguard to provide access to industry leading investment management at exceptional pricing for PARS Section 115 trust clients. Vanguard has developed four investment strategies specifically for the PARS program. With this approach, the City can select the portfolio that best aligns with its level of risk tolerance and return objectives. The portfolios use Vanguard’s investment philosophy offering broad diversification, disciplined management, fiduciary oversight, and are overseen by an experienced Vanguard Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 46, Packet Page 361 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 34
senior investment advisor dedicated to the PARS relationship who ensures the portfolios stay aligned with their long-term strategic objectives.

Please reference the table below for examples of the portfolios that the City can select from with the Vanguard/PARS offer.

2. Customized Approach
As the City's assets grow, Monterey will have the option of utilizing a customized investment solution where Vanguard can assign a dedicated investment consultant to partner directly with the City to design a portfolio tailored to the City’s specific needs and objectives. This enhanced level of advisory service comes at an additional cost ($30,000 minimum), and includes: fiduciary oversight, investment policy consulting, asset allocation and risk modeling, implementation of all aspects of the portfolio, and the City’s investment consultant would attend regularly scheduled investment committee meetings to provide investment reviews, market updates, and to discuss present topics of interest or areas of concern.

If the custom strategy is of interest, we are happy to discuss the service in further detail and help to determine if the service is a good value for the City’s needs. Some clients start with one of Vanguard’s pre-established strategies and then adopt the custom approach as their portfolio grows or as their needs change. Some clients prefer to go direct to the custom approach because they can benefit from the additional services and more frequent interaction with their investment consultant. In either case, Vanguard is flexible and will work with Monterey to ensure the service selected meets the City’s needs.

A full breakdown of the funds within the pre-established portfolios and the historical performance for each strategy can be viewed in the Appendix under “Vanguard Investment Portfolios”.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 47, Packet Page 362 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 35
Investment Option B: HighMark

1. Five Risk Tolerance Levels
Under the HighMark option, the City can participate in one of five risk tolerance levels that have been developed specifically for clients in PARS Section 115 Trust. The five portfolios include: (a) actively managed underlying mutual funds intended to outperform benchmarks or (b) low-cost Index/Exchange-Traded Funds (ETFs) which are baskets of stocks tracking the composition and performance of most leading market indices. The following table shows the tactical asset allocation targets for each of the five portfolios as of December 31, 2022:

Strategy Equity (%) Fixed Income (%) Cash (%)
Capital Appreciation 75% 20% 5%
Balanced 60% 35% 5%
Moderate 50% 45% 5%
Mod. Conservative 30% 65% 5%
Conservative 15% 80% 5%

2. Customized Approach
Using a discretionary trustee approach under HighMark, the City can customize its own portfolio under the investment and fiduciary advice of U.S. Bank through its subadvisor HighMark to include: (a) any funds available under an open architecture trading platform, (b) any combination of active and index funds in the pre-established portfolios, or (c) individual securities/bonds to reduce costs. This customized option, which requires $5 million in assets or more, gives the City full flexibility of its investments.

A full breakdown of the funds within the pre-established portfolios and the historical performance for each strategy can be viewed in the Appendix under “HighMark Investment Portfolios”.

5. Explain your firm’s views on passive versus active management. What is your typical recommendation regarding allocation of the Section 115 Trust assets between active and passive management? Investment Option A: Vanguard
Determining the best method for blending passive (beta) and active (alpha) strategies into a portfolio requires a firm understanding of a client’s return objectives and constraints. In some cases, index management may be sufficient to accomplish a client’s objectives, and in other cases a blend of active management may be appropriate depending on a client’s comfort with the additional risk, cost, and oversight responsibility that comes with the potential to outperform.

After assessing a client’s return objectives and constraints, Vanguard often begins formulating an asset allocation using market betas. Indexing is a cost-effective, powerful strategy for achieving market betas that, over time, has demonstrated consistent outperformance relative to most actively managed strategies. Their research, The case Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 48, Packet Page 363 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 36
for low-cost index fund investing (2022), elaborates more on why indexing is a valuable starting point for most investors. This belief is rooted in the zero-sum game theory, which is a concept underpinning why indexing can serve as an attractive investment strategy.

Vanguard also believes that active management can add value (provide alpha) to a portfolio under the right conditions—primarily low-cost investments with skilled manager selection and oversight. Contrary to popular belief, active and index investing are not opposing philosophies, but complementary techniques. Vanguard approaches the decision to combine active and index strategies as unique to each institution and its investment goals, constraints, and risks.

Within the Vanguard/PARS pre-set solutions, Vanguard developed portfolios with primarily index strategies, and a modest allocation to active management in the fixed income credit space where they believe risk-controlled low-cost active management shows persistence in generating alpha. They believe these broadly diversified strategies, offering a range of asset allocations to select from for achieving a wide degree of objectives, are suitable for many government pension and OPEB plans.

Additionally, for clients requiring a different strategy and/or the potential to outperform the market, Vanguard can also develop custom portfolios tailored to the City’s needs which can incorporate more active management, and if suitable, provide access to private equity and/or real estate. Please reference Vanguard’s portfolio management strategies” response within this proposal for further information and fees associated with a Vanguard custom portfolio.

In summary, blending passive and active allocations can provide the potential for risk mitigation and outperformance through a combination of cost-effective strategies, talent, diversification, and disciplined execution.

Investment Option B: HighMark
HighMark believes in active management and frequently uses actively managed strategies. The firm has internal research teams dedicated to discovering the best active investments including equities, bonds, and actively managed funds. In many cases, this process has demonstrated HighMark’s ability to add risk-adjusted return versus passive benchmarks. In addition, whether based on client preference or when active strategies are not available or are not favorable, the firm will also utilize index-based securities such as exchange traded funds in order to gain diversification and exposure to various markets at a traditionally lower embedded fund fee than actively managed funds. To maximize flexibility, the City can select portfolios developed by HighMark for PARS Section 115 Trust as either active or passively managed.

6. What are the typical approaches made to rebalancing or reallocating asset classes, styles, and sectors for or on behalf of the fund/trust?
Investment Option A: Vanguard
The PARS portfolios were designed by their dedicated Vanguard senior investment consultant to address the common needs of PARS Section 115 Trust clients. The foundation for constructing portfolios is a set of guiding principles collectively referred to as Vanguard Investment Methodology Guidelines. These guidelines provide a standard framework around which portfolios can be constructed in a customized manner, reflecting the unique characteristics associated with pension plans.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 49, Packet Page 364 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 37
Vanguard’s Investment Strategy Group provides oversight to the Investment Methodology Guidelines, ensuring that they remain aligned with Vanguard’s best thinking and the ever-evolving regulatory framework in which pension plans operate. The resulting portfolio recommendations, while unique, reflect Vanguard’s core investment beliefs.

The Investment Strategy Group consists of over 70 investment professionals including 17 Ph.D.’s, and many specialists who have the CFA designation and/or other equivalent education and experience. This group also publishes white papers, briefs, web content, and journal articles and present findings at proprietary and industry conferences. These reports and presentations allow clients to learn Vanguard’s best thinking on a range of topics.

Asset Allocation - Vanguard considers asset allocation to be the primary determinant of a portfolio’s performance. Generally speaking, their process for setting and analyzing strategic asset allocations for pension plans begins with a thorough review of objectives. This understanding allows them to help clients address and achieve a range of objectives while reflecting specific needs and circumstances of each plan.

Vanguard Capital Markets Model® (VCMM)
Vanguard’s capital market forecasts are derived using the VCMM, a proprietary financial simulation engine that is designed to help clients make effective asset allocation decisions. The VCMM is a global, dynamic model that simulates return distributions for a wide array of asset classes.

Key features of the asset-return simulation model in the VCMM include:
• Incorporation of current market conditions and the serial correlation of asset returns. • Forming forward-looking return forecasts, based on model-calibrated capital markets equilibrium. • Non-normal return distributions to better account for fat tails and extreme-tail events. • Market-consensus expectations derived from current-market asset prices.

Other methodologies that do not rely on a capital markets model may not capture all of these aspects.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 50, Packet Page 365 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 38
Investment Option B: HighMark
Rebalancing is an important part of the success story of any portfolio’s long-term returns, so HighMark places a high degree of importance on these decisions. HighMark’s approach to asset allocation and rebalancing client portfolios is driven specifically by HighMark’s Asset Allocation Committee (AAC). The AAC employs a multi-factor approach to establish long-term strategic asset allocation ranges as well as provide tactical diversification guidelines to capitalize on short-term market opportunities. The AAC team is comprised of 16 senior investment professionals with an average of 26 years investment experience. The AAC meets monthly to review current portfolio positioning relative to the prevailing risks and opportunities across available asset classes. Tactical asset class overweight and underweight opportunities are proposed by committee members and formally approved by six voting members. On an annual basis, upon updating the capital market assumptions, HighMark’s AAC reviews and approves any necessary adjustments to strategic policy allocations.

If at any point a portfolio’s allocation veers significantly from long-term and/or established targets because of performance (for example, the equity allocation may have risen due to a general rise in the equity market or other performance), HighMark will generally rebalance to the long-term equity targets set by the AAC.

As investment manager for the PARS Section 115 Trust Program, HighMark’s research teams seek to leverage its experience, industry knowledge, and thorough analysis to identify attractive investment opportunities for each member agency. Research is conducted internally by 3 experienced teams of investment professionals:
• HighMark’s Equity Research Team provides extensive fundamental company analysis to find sources of exceptional earnings growth and capital appreciation.
• The Fixed Income Team analyzes the relative attractiveness of publicly traded debt issues and monitors creditworthiness.
• The Manager Review Group utilizes a series of quantitative screens to narrow the broad universe of mutual fund candidates to a short list of highly qualified funds. These funds must then withstand a rigorous fundamental due diligence process.

Approximately 70% of HighMark’s research is conducted by its internal research team. Analysts compile information from companies, major broker/dealers, banks, and unaffiliated credit and market evaluation companies. Verification of information is then obtained through the use of public rating services which include Standard & Poor’s, Moody’s Investors Service, Fitch Credit, and Duff & Phelps. HighMark’s equity research team ranks companies based on financial statements and key ratios. In addition to helping select the most appropriate securities, this information also helps the firm’s credit analysts and portfolio managers in their investment selections.

In addition to the internal research, HighMark also receives some investment information and research services from external sources including broker/dealers that may include research reports, or data regarding particular companies, industries, or general market or economic conditions. HighMark does not use technical analysis for portfolio management mandates for PARS clients. Investment selections are made using primarily fundamental analysis, which considers several aspects of the investments placed in the portfolios.

Events that lead to trading activity include cash inflows/outflows (rebalancing), asset allocation changes, and changes to an investment manager on the platform. Portfolios are reviewed monthly for rebalancing decisions and are usually rebalanced no less than quarterly. HighMark also review portfolios daily to monitor cash inflows/outflows and trade accordingly to keep portfolios in line with desired allocations. HighMark’s asset allocation committee, which drives their asset allocation decisions, meets at least monthly. On average, these meetings lead to changes in their tactical asset allocation targets roughly 3-5 times a year. HighMark typically Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 51, Packet Page 366 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 39
does not make sizable changes to their policy, but from time to time, will amend their tactical positions which would result in trading activity.

7. Is there an initial minimum balance requirement for the 115 Trust? How would you invest the City’s current Pension Obligation Reserve balance of $2 Million to mitigate market risk while maximizing return? Are there minimums requirements for periodic contributions to the Section 115 Trust? There is no initial minimum investment amount required to open a PARS Section 115 trust account, nor any required ongoing contribution. Additionally, if the City liquidates its account at any point in the future, there is no minimum asset balance requirement in order to keep the account open. With our program, the City has full flexibility to make contributions of any amount, at any time and no fees are incurred until after the City has made its first contribution into the trust program.

Investment Option A: Vanguard
As the low-cost option for the City, Vanguard recommends one of their 4 pre-established strategies as described in Section E, Question 4 on page 33 Vanguard offers research tools that illustrate the historical risk/return results for a range of asset allocations. The City can use this information as needed to help it determine the asset allocation that best aligns with its return objectives and risk tolerance.

Investment Option B: HighMark
The process of creating an investment objective for pension pre-funding plans, follows the standard protocol of developing an investment objective for pension plans. Specifically, growth goals for the plan are weighed against risk considerations, while sensitivities regarding liquidity and time horizons play a strong role.

In developing investment programs for our pension pre-funding clients over the past few years, HighMark has seen its clients adopt one of two distinct paths. One type of approach, if translated to the City might consist of the following:
“Our funding ratio of 65.8% needs to be improved. The City’s goal in adopting a pre-funding vehicle is to grow our asset base, such that we will increase our total Plan assets. We are going to do our best to commit to NOT touching these assets over the next five years, or even longer. And since we are going to commit to this discipline, we feel we can adopt a long-term horizon with respect to the investments. With a long-term horizon, we feel we can accept near-term market fluctuations that we know will persist in both the stock and bond markets.” For clients who reflect this type of thinking, HighMark typically will offer an investment recommendation that focuses on either the Moderate investment objective, or the Balanced investment objective. The Moderate objective maintains an equity/stock allocation range of between 40-60%, while the Balanced objective maintains a slightly higher equity/stock allocation range of between 50-70%. While the higher equity exposure will create more volatility for clients, a higher level of equity exposure should be beneficial due to stocks offering attractive, long-term growth potential. In the short-term, the direction and path of equity returns are unpredictable, but one can only benefit from the returns expected from stocks if the City can accept the unpredictable and sometimes uncomfortable return pattern offered by the equity markets.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 52, Packet Page 367 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 40
Another approach, one that is more frequently adopted by PARS Section 115 trust clients, mirrors the following pathway:
“Our funding ratio of 65.8% needs to be improved. However, our budget situation at the City is uncertain, and as we run our five-year forecast, while paying our $20.5 million pension expense in FY 21/22 is a difficult proposition, we are not exactly sure how we will pay the marginal increase that is slated for the next five fiscal years. However, we have set aside $2 million today. But unlike the client described in the first example, we expect to use the bulk of the $2 million over the next five-years to support the expected increase to our annual pension expense.” For clients who reflect this type of thinking, HighMark typically will offer an investment recommendation that focuses on either the Conservative investment objective, or the Moderately Conservative investment objective.

The Conservative objective maintains an equity/stock allocation range of between 5-20%, while the Moderately Conservative objective maintains an equity/stock allocation range of between 20-40%. For this client, the time horizon is potentially much shorter. And given potential budget uncertainties, the ability to absorb the unpredictable return stream of stocks, likely prevents this client from embracing significantly higher levels of risk.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 53, Packet Page 368 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 41
F. FEE SCHEDULE
As requested, a detailed write up of the proposed fee schedule can be viewed in the accompanying “Fee Schedule” document.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 54, Packet Page 369 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 42
G. IMPLEMENTATION PLAN AND SCHEDULE
A detailed breakdown of the proposed schedule can be viewed under Section A, Question 5 on page 11.

The PARS Section 115 trust program utilizes a streamlined implementation process and “ready-to-use” trust which is designed to minimize the workload of City staff from the beginning. PARS provides signature-ready documents created through a robust legal document development process that have been carefully reviewed by numerous law firms, including PARS’ attorneys, Pillsbury Winthrop Shaw Pittman LLC. Our services were designed to reduce costs to clients or their legal counsels, and we have experience helping clients successfully implement and contribute funds in a short timeframe. For instance, once the trust has been adopted and plan documents have been returned to PARS, the City’s account can be set up to receive contributions within 3-4 business days.

For the City to implement its Section 115 trust account with PARS, the following basic steps will need to be taken:
• The City selects PARS as its provider
• PARS provides City with a sample staff report, sample resolution, and draft Administrative Services Agreement to adopt the Trust
• PARS and City staff discuss implementation timeline, review goals, finalize specific plan provisions, and negotiate Administrative Services Agreement
• The Council formally adopts a resolution to join the PARS Public Agencies Post-Employment Benefits Trust, executes Administrative Services Agreement and appoints a position of employment to serve as the Trust's Plan Administrator via resolution
• Once PARS receives a signed copy of the resolution and Administrative Services Agreement, PARS provides the City with signature-ready trust program documents for review and execution by the appointed Plan Administrator
• PARS service team members meet with City staff to discuss all aspects of the trust (including investment goals/objectives) and provide any necessary training to the City’s technical/administrative staff
• City finalizes its investment strategy (with assistance from Senior Portfolio Manager, depending on option selected)
• The Plan Administrator appointed by the City signs the required documents before returning them to PARS
• U.S. Bank sets up the City’s account within receipt of fully executed documents • PARS provides contribution instructions to the City, and the City can make its first contribution at timing of its discretion
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 55, Packet Page 370 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 43

CONCLUSION
Market Leader of
Pension Prefunding
Trusts
• Section 115 trust services for prefunding pension and OPEB is our core business. This is not the case for other providers.
• PARS developed the concept of pension prefunding trusts and is currently the only provider with significant clients and experience for pension prefunding trusts in California (PARS serves 291, while the competitor with the next largest book of clients only has 77 to date, and other competitors have significantly less).
• The PARS program is a combination multiple employer solution that allows pension and OPEB within one trust while other providers require the City either to create its own or two separate trusts.

Experienced,
Knowledgeable
Section 115 Trust
Provider
• Unlike other providers, our main business is niche retirement trust administration for public agencies. We have spent the last 19 years finetuning our Section 115 Trust program to ensure we offer the best program available.
• PARS’ dedication and knowledge of clients’ needs is the reason why we were the first in the nation to develop a multiple-employer trust for combined pension and OPEB prefunding.

Local Control and
Less Red Tape
• The trust operates separate and apart from CalPERS which provides maximum autonomy and diversification of providers for local control. • PARS offers local control, meaning there is no central authority placing mandates on the trust. Other providers may require the City to join external Boards that make collective investment decisions for the City more difficult and decreases flexibility.
• PARS does not charge minimum annual fees, trading/transaction fees, disbursement fees, etc. unlike some other providers. All fees with PARS are asset-based.
• There are no hidden fees with PARS. We disclose all fees and are fully transparent. Other providers claim low costs but do not disclose the underlying expense ratios in their investment funds which drive up their costs.
• We only require a 30-day termination notice, but competitors may take up to 150 days to transfer funds and may require their board’s approval, slowing down the process.
• PARS includes a mutual indemnification clause in agreements, providing an additional layer of legal protection to the City and is in the City’s best interests, while other providers do not include such a clause.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 56, Packet Page 371 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 44
• Our program allows for two plan year reimbursements (current year + prior year), unlike one year for other providers, which is helpful in an emergency or difficult budget year.

Diversified
Investment Focus
• Our investment advisors from Vanguard and HighMark specialize in pension trust investing, rather than fixed income general fund investing, which is common with providers that mainly manage cash and fixed income, rather than long-term liabilities.
• We are not limited to the same investment managers and approaches of CalPERS, and we provide further diversification and greater local autonomy outside of how the City is investing the entirety of its other pension assets. This Trust program is a way for the City to effectively “not put its eggs all in one basket.”
Most Flexible
Investment
Approach
• PARS provides the most investment flexibility of all competitors, offering two different investment approaches through either Vanguard or HighMark. This allows the City to make the selection that best suits its needs without compromising the superior service offered by the PARS team. Both Vanguard and HighMark offer highly flexible investment platform compared to other providers, whose number of available investment options are limited and equity exposure is capped at 40%; this can restrict the potential interest earnings available to the City. Caps like this are also not ideal for agencies that may have longer-term investment goals for pension-prefunding.
• Through Vanguard, we offer four pre-established investment portfolios, at the lowest investment management costs of 0.02% of assets (2 basis points). Fees can continue to drop as total assets grow (for all Vanguard investment program clients). No other investment provider offers investment management fees for this cost.
• We also offer 5 active or 5 passive portfolios, as well as a customized option (for asset balances over $5 million) with HighMark. The City benefits from the highly “hands-on” advisory approach of a dedicated portfolio manager who will provide investment policy assistance, and annual onsite reviews, unlike providers that do not offer investment advice directly to the City.
• The City can choose an investment structure that most effectively meets its needs. This flexibility and trust structure means that the City is not tied to using one investment firm/option, unlike other pension prefunding trust providers.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 57, Packet Page 372 City of Monterey, California
Section 115 Retirement Trust Management Services
PARS | Public Agency Retirement Services Page 45
Most
Comprehensive
Administration
• No other provider offers the same level of comprehensive administrative services that reduce workload and costs for the City.
• PARS will provide all consulting, plan design, state and federal compliance monitoring, document preparation/management, trust administration, plan-level recordkeeping, employer statements, reporting, plan communications materials, audit and actuarial support, consulting and analysis, and ongoing client reviews and services. As program administrator, PARS will also serve as liaison between the City, U.S. Bank, and investment manager/advisor.

User-Friendly Trust
Approach
• We provide fully vetted, California and IRS compliant (PLR), signatureready trust documents that enable the City’s trust account to be set up quickly and easily.
• Once the program is adopted, the City’s only role would be to make contributions, request disbursements, and monitor reports on account and investment activity. We do the rest.

Personalized Service • PARS understands that a hands-on, individualized approach is the most effective method for administration and will take great pride in working closely with the City of Monterey, if chosen.
• The City’s assigned services team will always be directly available to staff, and we guarantee regular in-person client reviews.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 58, Packet Page 373 Public Agency Retirement Services
Exceptions
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 59, Packet Page 374

CITY OF MONTEREY

REQUEST FOR PROPOSALS FOR
SECTION 115 RETIREMENT TRUST MANAGEMENT SERVICES
EXCEPTIONS TO APPENDIX A, CITY STANDARD AGREEMENT: CONTRACT FOR PROFESSIONAL SERVICES This proposal is submitted contingent on the City of Monterey’s consideration of the following exceptions to certain areas set forth in the sample Contract for Professional Services. PARS recommends the use of its standard Agreement for Administrative Services, a sample copy of which is included Appendix under “Trust Documents”.

10. Indemnification
PARS requests that subsections A, B & C in Section 10, Indemnification, be replaced with the following mutual indemnification language:
“CONSULTANT and CITY hereby indemnify each other and hold the other harmless, including their respective officers, directors, and employees, from any claim, loss, demand, liability, or expense, including reasonable attorneys’ fees and costs, incurred by the other as a consequence of, to the extent, CONSULTANT’S or CITY’S, as the case may be, negligent acts, errors or omissions with respect to the performance of their respective duties hereunder.”

11. Insurance
A. PARS’ Professional Liability carrier, Indian Harbor Insurance Company is a non-admitted carrier; however, licensed to do business in California and listed on the current LASLI with an AM Best rating of A: XV. An exception is requested for the Professional Liability policy.

16. Termination
PARS requests that Section 16, Termination, be modified to align with the termination provisions of our standard Agreement for Administrative Services and Trust Agreement, whereby either party may terminate the Agreement by giving thirty (30) days written notice to the other party of the intent to terminate.

24. Form 700
PARS’ role under the Agreement would be that of administrative services whereby we act as trust administrator/record keeper. PARS would not make or participate in making governmental decisions on behalf of the City, rather we would take direction from the appropriate authorized personnel at the City. PARS is also not the investment manager, or a fiduciary; therefore, we request that the requirement for PARS to complete Form 700 be waived.

Miscellaneous:

PARS requests that the following Sections and Exhibits found in PARS‘ standard Agreement for Administrative Services be included in the final negotiated Agreement:

Section 5–Information Furnished to PARS, Section 12–Force Majeure (or similar clause), and the information contained in Exhibit 1A–Services, Exhibit 1B–Fees for Services, and Exhibit 1C–Data Requirements.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 60, Packet Page 375

CONTRACT FOR PROFESSIONAL SERVICES
Section 115 Retirement Trust Services Management Agreement THIS AGREEMENT is executed on this date: __________________________________ by and between the City of Monterey, a municipal corporation, (hereinafter "City") and [Name of Consultant], [Legal form of entity and sate of formation, e.g., California corporation, limited partnership, limited liability company] (hereinafter called "Consultant").

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1. Scope. Consultant hereby agrees to provide to the City of Monterey, as the scope of services under this Agreement, the following services: [General description of the scope of work], as further described on the following attachments: City’s Request for Proposal which outlines the scope of services and work under this contract (attached hereto as Exhibit “A”), and the approved Consultant’s Proposal dated [insert date] (attached hereto as Exhibit “B”). In case of any conflicting terms it is the express intent of the parties hereto that the order of precedence and controlling language shall be as follows: No. 1 this Agreement; No. 2 City’s Request for Proposal (Exhibit “A”); No. 3 Consultant’s proposal (Exhibit “B”) [add additional items if applicable, No. 4 – X, insert Exhibits in the order controlling terms should apply.].

2. Timely Work. Consultant shall perform all tasks in a timely fashion. Failure to so perform is hereby deemed a material breach of this Agreement, and City may terminate this Agreement with no further liability hereunder.

3. Term. The work under this Agreement shall commence [Start date of contract] and shall be completed by [End date of contract] unless City grants a written extension of time.

4. Compensation. City agrees to pay and Consultant agrees to accept as full and fair consideration for the performance of this Agreement, an hourly fee as set forth in Consultant’s Proposal (Exhibit B), in a total amount not to exceed _________ Thousand Dollars ($______.00). Compensation under this Agreement shall become due and payable 30 days after City’s approval of Consultant’s submission of [a written invoice] or [monthly written invoices] to the ______________ (name/title of City representative). Written invoices shall clearly show the account numbers for each project and shall include a copy of timesheets or invoices from subconsultants. The payment of any compensation to Consultant hereunder shall be contingent upon performance of the terms and conditions of this Agreement to the satisfaction of the City. If City determines that the work set forth in the written invoice has not been performed in accordance with the terms of this Agreement, City shall not be responsible for payment until such time as the work has been satisfactorily performed.

5. Additional Services. In the event that City should request additional services not covered by the terms of this Agreement, said services will be provided by Consultant and paid for by City only after a fee for said services has been agreed upon between Consultant and City project manager and the project manager provides written authorization for the additional work.

6. Schedule for Performing Services. For the project subject to this Agreement, Consultant shall perform the services in accordance with the following phases and/or milestone dates:
[List phases and/or milestone dates or attach Design Schedule as Exhibit “C” to this Agreement to include: specific milestones, funding, design, design review, construction and other deadlines. DELETE PARAGRAPH 6 IF THIS IS AN ON-CALL CONTRACT]

7. Staffing Plan. Consultant shall provide City with the names of the key professional personnel assigned to perform the services under this Agreement as well as a general description of the services they will be assigned to perform in Exhibit “D” Consultant’s Staffing Plan. The plan shall also identify the names and contact information of Consultant’s representative(s) authorized to act on their behalf with respect to this Agreement.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 61, Packet Page 376

8. Subconsultant Plan. If Consultant intends to utilize the services of any subconsultants to perform the services under this Agreement, the names of those subconsultants and a general description of the services they will be assigned to perform shall be attached hereto as Exhibit “E” Subconsultant Plan.

9. Meet and Confer. Consultant agrees to meet and confer with City or its agents or employees with regard to services as set forth herein as may be required by City to insure timely and adequate performance of this Agreement.

10. Indemnification.

A. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify, and hold harmless the City of Monterey, its officers, designated agents, departments, officials, representatives, and employees (collectively “Indemnitees”) from and against any and all liabilities, claims, lawsuits, losses, damages, demands, debts, liens, costs, judgments, obligations, administrative or regulatory fines or penalties, actions or causes of action, and expenses (including reasonable attorneys’ fees) (collectively “Liabilities”) arising out of or in any way relating to the acts or omissions of Consultant, its officers, agents, employees, or subconsultants in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees.

B. Consultant acknowledges and agrees that it has an immediate and independent obligation to defend Indemnitees from any such action or claim which potentially falls within the indemnification provision. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense.

Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. City shall give Consultant prompt written notice of any Liabilities and shall cooperate with Consultant, in the defense and all related settlement negotiations to the extent that cooperation does not conflict with City’s interests. Consultant’s obligations to defend apply until it is finally adjudicated that the Liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or its employees, agents, or subcontractors.

C. Notwithstanding the foregoing, City shall have the right, if Consultant fails or refuses to defend City with legal counsel acceptable to City, to engage its own legal counsel for the purposes of participating in the defense. In addition, City shall have the right to withhold any payments due to Consultant in the amount of anticipated defense costs plus additional reasonable amounts as security for Consultant’s obligations under this Section 10. In no event shall Consultant agree to the settlement of any claim described herein without the prior written consent of City.

D. All of Consultant’s obligations under this Section 10 shall survive the expiration or sooner termination of this Agreement.

E. The indemnity set forth in this Section 10 shall not be limited to by the City’s insurance requirements contained in Section 11 hereof, or by any other provision of this Agreement. City’s total liability under this Agreement shall be limited to the total amount of its payments to Consultant in accord to the terms and conditions under this Agreement and shall exclude any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.

11. Insurance. Without altering or limiting Consultant's duty to indemnify, Consultant shall procure and maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including operations, products and completed operations, as applicable, for Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 62, Packet Page 377 property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 and $2,000,000 in the aggregate.
• Commercial Automobile Liability: Insurance Services Office Form Number CA 00 01 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. • Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. [A waiver can be signed if Consultant has no employees] • Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Consultant will either maintain or cause to be maintained professional liability coverage in full force or obtain extended reporting (tail) coverage (with the same liability limits) for at least three years following City's acceptance of the work.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Other Insurance Requirements
A. All insurance required under this Agreement must be written by an insurance company either:
• admitted to do business in California with a current A.M. Best rating of no less than A:VI; or
• with a current A.M. Best rating of no less than A: VII.

Exception may be made for the State Compensation Insurance Fund when not specifically rated.

B. Each insurance policy required by this agreement shall be endorsed to state that City of Monterey shall be given notice in writing at least thirty days in advance of any cancellation thereof, except 10-day notice for nonpayment of the premium.

C. The general liability and auto policies shall:
• Provide an endorsement naming the City of Monterey, its officers, officials, employees and volunteers as additional insureds under an endorsement (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
• Provide that such insurance is primary and non-contributing insurance to any insurance or self-insurance maintained by the City.
• Contain a "Separation of Insureds" provision substantially equivalent to that used in the ISO form CG 00 01 10 01 or their equivalent.
• Provide for a waiver of any subrogation rights against the City via an ISO CG 24 01 10 93 or its equivalent.

D. Prior to the start of work under this Agreement, Consultant shall file certificates of insurance and endorsements evidencing the coverage required by this agreement with the City of Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 63, Packet Page 378 Monterey Risk Management Office. Consultant shall file a new or amended certificate of insurance promptly after any change is made in any insurance policy which would alter the information on the certificate then on file.

E. Neither the insurance requirements hereunder, nor acceptance or approval of Consultant’s insurance, nor whether any claims are covered under any insurance, shall in any way modify or change Consultant’s obligations under the indemnification clause in this Agreement, which shall continue in full force and effect. Notwithstanding the insurance requirements contained herein, Consultant is financially liable for its indemnity obligations under this Agreement.

F. Any deductibles or self-insured retentions must be declared to and approved by the City of Monterey. At the option of the City of Monterey, either: the insured shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Monterey, its officers, officials, employees and volunteers; or Consultant shall provide a financial guarantee satisfactory to the City of Monterey guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

G. If any of the required policies provide coverage on a claims-made basis:
• The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
• Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. • If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work.

12. Ownership of Work and Copyrights. Upon completion of the work under this Agreement, ownership, title and copyrights to all materials and deliverables produced as part of this Agreement will automatically be vested in the City and no further agreement will be necessary to transfer ownership to City.

13. Licensing – Standard of Care. Consultant represents as follows: that it is experienced in the professional services and a specialist in the work performed under this Agreement; is duly organized, existing and in good standing under applicable state law; and is properly licensed and/or certified to perform the work specified under this Agreement, including but not limited to possession of a current City business license, and will only employ persons and subconsultants with all required licenses and certifications.

14. Substitution of Consultant Personnel. The key personnel of Consultant or any subconsultants listed in Consultant’s proposal and assigned to perform the work under this Agreement may not be substituted with or replaced by other personnel or subconsultants without the advance written consent of City. If, at any time, the City reasonably objects to the perfomance, experience, qualifications or suitability of any of Consultant’s employees or subconsultants, then Consultant shall, on written request from the City, replace such employee or subconsultant. Consultant shall replace the individual with a qualified individual acceptable to the City.

15. Non-Discrimination. No discrimination shall be made by Consultantr or any subconsultant in the hiring and employment of persons for the work under this Agreement or any other City project because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any person. Every person in violation of this section is subject to the penalties in accordance with the provisions of Section 1735 of the Labor Code.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 64, Packet Page 379

16. Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing fifteen days’ written notice to Consultant. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. All City data, documents, objects, materials, or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

If City terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satsifactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

17. Agency. In performing the services specified under this Agreement, Consultant is hereby deemed to be an independent contractor and not an agent or employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

18. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

19. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto and supersedes any and all prior agreements, whether oral or written, relating to the subject matter thereof. Any modification of this Agreement will be effective only if it is in writing signed by both parties hereto.

20. Validity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.

21. Waiver. The waiver by City or Consultant of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained. No term, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing.

22. Assignment of Interest. The duties under this Agreement shall not be assignable, delegable, or transferable without the prior written consent of City. Any such purported assignment, delegation, or transfer Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 65, Packet Page 380 shall constitute a material breach of this Agreement upon which City may terminate this Agreement and be entitled to damages.

23. Conflict of Interest. Consultant hereby certifies that it does not now have, nor shall it acquire, any financial or business interest that would conflict with the performance of services under this Agreement.

24. Form 700. In compliance with the City’s Conflict of Interest Code (Resolution No. 20-140 C.S. and any amendment thereof) and the Political Reform Act (Government Code section 87100 et seq.), Consultant or, if Consultant is an entity, each individual identified below as performing services and/or providing advice of a general nature and/or on an on-going basis to City under this Agreement, and will make or participate in the making of decisions that may foreseeably have a material effect on any financial interest, shall be identified and designated by Consultant as a “Form 700 Filer.” Every Form 700 Filer shall file a Form 700 within 30 days of execution of this Agreement and annually according to FPPC deadlines. In the event that a Form 700 Filer no longer performs services or provides advice to City as described herein, whether by virtue of reassignment, resignation, expiration of this Agreement, or otherwise, said filer shall file a leaving office Form 700 within 30 days. City identifies the filing officer as the City Clerk, who shall receive, review, and store filed Form 700’s. In the event that an individual not identified as a designated filer in this Agreement begins to perform services and/or provide advice to City as described herein, Consultant shall contact the City Clerk in writing to designate the filer, providing name, email address, and “assuming office” date.

Consultant identifies designated Form 700 Filer(s), as follows:

Name: Email Address: ______________________
Name: Email Address: ______________________
Name: Email Address: ______________________
Name: Email Address: ______________________
[NOTE TO CONTRACT DRAFTER:

1. Only include the Form 700 Paragraph IF the Consultant will be performing services and providing advice of a general nature and/or on an on-going (such as an on-call contract) basis. If the Consultant is performing services for a single specific matter, paragraph 24 may generally be deleted. If in doubt, please contact the City Attorney’s Office.

2. If this paragraph is applicable, please contact Consultant ahead of time, providing the explanation in bold above, obtain the list of designated Form 700 Filers and email addresses and enter them into the contract language prior to sending the Agreement for compiling and signature. The City does not need everyone who will ever work on the Agreement in any capacity to file Form 700s; it is applicable to those who perform services and/or provide advice of a general nature and/or on an on-going basis to City under this Agreement, and will make or participate in the making of decisions that may foreseeably have a material effect on any financial interest. Finally, remove the bolding on the text above and delete this red text.]

25. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act, or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

26. Laws. Consultant agrees that in the performance of this Agreement it will reasonably comply with all applicable State, Federal and local laws and regulations. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the City of Monterey.

27. Corporate. Each party represents and warrants to the other that (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform the obligations hereunder; Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 66, Packet Page 381 (iv) this Agreement is a legal and valid obligation of such party, binding and enforceable in accordance with its terms, (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it.

IN WITNESS WHEREOF, this Agreement is entered into by the parties hereto on the day and year first above written in Monterey, California.

CITY OF MONTEREY [CONSULTANT NAME]
__________________________ __________________________
City Manager Authorized Signature
__________________________ __________________________
Date Signed Date Signed
__________________________
Print Name
__________________________
Title
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 67, Packet Page 382 Public Agency Retirement Services
Appendix:

Section 115
client list
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 68, Packet Page 383 Section 115 Trust Clients (504)
COUNTIES (39)
Alpine
Amador
Calaveras
Chambers
Colusa
Contra Costa
Glenn
Harrison
Humboldt
Imperial
Inyo
Kern
Kings
Lake
Lassen
Madera
Mariposa
Mendocino
Merced
Mono
Monterey
Napa
Nevada
Placer
Plumas
Plymouth
Riverside
San Benito
San Joaquin
Shasta
Siskiyou
Solano
Sonoma
Sutter
Tehama
Trinity
Tulare
Yolo
Yuba
CITIES & TOWNS (222)
Updated February 2023
Alameda
Alhambra
Allen
Anaheim
Angels Camp
Ansonia
Atherton
Attleboro
Atwater
Bakersfield
Barrington
Beaumont
Becket
Bell Gardens
Benicia
Berkley
Bernardston
Beverly Hills
Bishop
Brea
Bridgewater
Brisbane
Brockton
Bryan
Burlingame
Calabasas
Camarillo
Capitola
Carmel
Carver
Cedar Park
Central Falls
Charlestown
Chula Vista
Chino Hills
Claremont
College Station
Colma
Commerce
Conroe
Coppell
Corcoran
Coronado
Costa Mesa
Covina
Crescent City
Cudahy
Cupertino
Cypress
Daly City
Dana Point
Del Rey Oaks
Dinuba
Duarte
Dublin
East Greenwich
East Providence
Eastham
El Cajon
El Centro
El Segundo
Elk Grove
Emeryville
Escondido
Euless
Fairfax
Fairfield
Fort Bragg
Fort Worth
Fountain Valley
Fullerton
Galt
Garden Grove
Garland
Gilroy
Glendale
Glendora
Glocester
Goleta
Grand Terrace
Grapevine
Grass Valley
Half Moon Bay
Haltom City
Hanson
Hawthorne
Healdsburg
Hemet
Hercules
Hermosa Beach
Huntington Beach
Huntington
Hurst
Imperial
Indian Wells
Indio
Ione
Jamestown
Johnston
La Habra
La Mesa
La Porte
La Quinta
Laguna Niguel
Lake Forest
Lakeport
Lakeville
Lakewood
Lanesborough
Lemon Grove
Lincoln
Livermore
Lodi
Los Alamitos
Los Altos Hills
Mammoth Lakes
Manhattan Beach
Mansfield
Merced
Middleborough
Modesto
Monrovia
Moraga
Moreno Valley
Morgan Hill
Morro Bay
Napa
National City
North Kingstown
North Richland Hills
North Smithfield
Norco
Norwalk
Novato
Oakley
Orinda
Oroville
Pacifica
Palmdale
Palo Alto
Pasadena
Patterson
Pawtucket
Perris
Pico Rivera
Piedmont
Pinole
Pittsburg
Placentia
Plainville
Pleasant Hill
Pleasanton
Plympton
Port Arthur
Port Hueneme
Rancho Cucamonga
Redding
Redwood City
Rialto
Richardson
Richmond
Rio Vista
Ripon
Riverside
Rohnert Park
Rolling Hills
Rosemead
Ross
Rowlett
San Anselmo
San Jacinto
San Leandro
San Ramon
Sanger
Santa Ana
Santa Clara
Santa Clarita
Sausalito
Scituate
Selma
Seaside
Seymour
Smithfield
Solana Beach
South El Monte
South Kingstown
Southlake
Stanton
Stockton
Sutter Creek
Swansea
Taft
Temecula
Temple City
Thousand Oaks
Tiburon
Tiverton
Tucson
Tustin
Twentynine Palms
Tyler
Union City
Upland
Vallejo
Villa Park
Walnut
Wareham
Warren
Warwick
West Boylston
West Covina
West Sacramento
West Warwick
Westminster
Weymouth
Whitman
Winters
Woodland
Woodside
Yountville
Yuba City
Yucca Valley
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 69, Packet Page 384 Section 115 Trust Clients (cont.)
Agoura Hills/Calabasas Community Center Auth.

Alameda County Mosquito Abatement District
Alpine Fire Protection District
Beach Cities Health District
Bighorn-Desert View Water Agency
Bodega Bay Public Utilities District
Calaveras County Water District
California Joint Powers Insurance Authority
California Joint Powers Risk Mgmt Authority
Cambridge Redevelopment Authority
Central Arizona Fire and Medical Authority
Central Contra Costa Sanitary District
Central Contra Costa Transit Authority
Coastline Regional Occupational Program
Coastside Fire Protection District
Colusa Mosquito Abatement District
Contra Costa County EEs' Retirement Assn
Contra Costa Mosquito & Vector Control District
Cotuit Fire District
Coventry Fire District
Crestline Village Water District
Delta Diablo
Desert Recreation District
East Bay Regional Park District
East Orange County Water District
Eastern Sierra Community Services District
Eastern Sierra Transit Authority
El Dorado Hills County Water (& Fire) District
Fallbrook Public Utility District
Fort Mojave Mesa Fire
Fresno Irrigation District
Fresno Metropolitan Flood Control District
Gaffney Board of Public Works
Glenn-Colusa Irrigation District
Golder Ranch Fire District
Goleta Cemetery District
Goleta West Sanitary District
Great Basin Unified Air Pollution Control District
Greater Vallejo Recreation District
Hayward Area Recreation & Park District
Hesperia Fire Protection District
Housing Auth of the County of Butte
Housing Auth of the County of Contra Costa
Housing Auth of the County of Florence
Housing Auth of the County of S.B.

Housing Auth of the County of Santa Cruz
Houston Municipal EE Pension System
Humboldt Bay Fire Joint Powers Authority
Humboldt Bay Municipal Water District
Humboldt No. 1 Fire Protection District
Kent County Water Authority
Menlo Park Fire Protection District
Mesa Water District
Metropolitan Transportation Commission
Midpeninsula Regional Open Space District
Mid-Peninsula Water District
Mojave Desert Air Quality Management District
Montecito Fire Protection District
Monterey Bay Unified Air Pollution Control District
Monterey County Mosquito Abatement District
Moraga-Orinda Fire Protection District
Mosq. & Vector Mgmt Dist. of Santa Barbara Co.

Mountains Recreation & Conservation Authority
Municipal Pooling Authority
Municipal Water District of Orange County
Napa County Mosquito Abatement District
Nevada County Consolidated Fire District
North Central Fire
North County Fire Protection District
Northern Lancaster County Reg Police Dept
Novato Sanitary District
Orange County Fire Authority
Orange County LAFCO
Orange County Mosquito & Vector Control District
Orange County Sanitation District
Orange County Water District
Orchard Dale Water District
PARSAC
Pebble Beach Community Services District
Philadelphia Parking Authority
Placentia Library District
Placer County Air Pollution Control District
Placer County Resource Conservation District
Portsmouth Water & Fire District
Rancho Cucamonga Fire Protection District
Rancho Murieta Community Services District
Redwood Empire Municipal Insurance Fund (REMIF)
Regional Housing Authority
Rowland Water District
Sacramento Area Flood Control Agency
San Andreas Sanitary District
San Elijo Joint Powers Authority
San Mateo County Mosquito & Vector Control District
Santa Barbara County Law Library
Santa Cruz Regional 9-1-1 JPA
Santa Fe Irrigation District
Sewer Authority Mid-Coastside
Shasta Valley Cemetery District
South Coast Water District
South Montebello Irrigation District
South Orange County Wastewater Authority
South Placer Fire Protection District
Southern Marin Fire Protection District
State Water Contractors
Superior Court of CA, County of Imperial
Superior Court of CA, County of Inyo
Superior Court of CA, County of Kern
Superior Court of CA, County of Marin
Superior Court of CA, County of Merced
Superior Court of CA, County of Orange
Superior Court of CA, County of San Mateo
Superior Court of CA, County of Shasta
Superior Court of CA, County of Siskiyou
Superior Court of CA, County of Sonoma
Sweetwater Springs Water District
Tarrant Regional Water District
Three Valleys Municipal Water District
Twentynine Palms Water District
Union Sanitary District
Ventura Regional Sanitation District
Walnut Valley Water District
Wareham Fire District
West Barnstable Fire District
West Bay Sanitary District
West County Wastewater District
Western Riverside Council of Governments
Yolo-Solano Air Quality Management District
Yorba Linda Water District
Zone 7 Water District
SPECIAL DISTRICTS (129)
Updated February 2023
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 70, Packet Page 385 Section 115 Trust Clients (cont.)
Alisal Union SD
Alta Loma SD
Ashburnham-Westminster RSD
Auburn Union SD
Ayer Shirley RSD
Bass Lake Joint Union ESD
Bellflower USD
Berlin-Boylston RSD
Beverly Hills USD
Blackstone Valley Voc Reg SD
Brea Olinda USD
Bristol-Plymouth Reg Tech SD
Calistoga Joint USD
Campbell Union HSD
Cape Cod Reg Technical HSD
Central Berkshire RSD
Compton USD
Corning Union ESD
Coronado USD
Cotati-Rohnert Park USD
Cranston SD
Dennis-Yarmouth RSD
Dighton Rehoboth RSD
Dover-Sherborn RSD
Dry Creek JESD
East Providence SD
El Dorado Union HSD
El Monte Union HSD
Folsom Cordova USD
Fontana USD
Fowler USD
Gateway RSD
Greater New Bedford Reg VT HSD
Hermosa Beach City SD
Hesperia USD
Hughes-Elizabeth Lakes Union ESD
John Swett USD
King Philip RSD
LABBB Collaborative
Lakeside Union SD (San Diego)
Lemon Grove SD
Lindsay USD
Madera USD
Manteca USD
Mohawk Trail RSD
Monomoy RSD
Montachusett Reg Voc Tech School
Moreno Valley USD
Napa Valley USD
Narragansett School System
Natomas USD
New Shoreham SD
Newport-Mesa USD
Northborough-Southborough RSD
Northshore Education Consortium
Ocean View SD (Ventura)
Ontario-Montclair SD
Orcutt Union SD
Palmdale SD
Palos Verdes Peninsula USD
Paramount USD
Placer Union HSD
Porterville USD
Poway USD
Quabbin RSD
Red Bluff JUHSD
Red Bluff Union ESD
River Delta USD
Riverdale Joint USD
Roseville JUHSD
San Bruno Park SD
San Dieguito Union HSD
San Marino USD
Santa Barbara USD
Santa Rita Union SD
SEEM Collaborative
Shasta County Office of Education
Shore Educational Collaborative
Sonoma County Office of Education
Southeastern Reg Voc Tech SD
Southern Worcester Reg Voc SD
Southwick-Tolland-Granville RSD
Tantasqua RSD
Tiverton SD
Tri-County Reg Voc Tech SD
Trona Joint USD
Upland USD
Upper Cape Cod Reg Voc Tech SD
Valley Collaborative
Visalia USD
Westside Union SD
Whitman-Hanson RSD
Whittier City SD
Wilsona SD
Woonsocket Education Dept
EDUCATION DISTRICTS (94)
Allan Hancock CCD
Citrus CCD
Coast CCD
Grossmont-Cuyamaca CCD
Hartnell CCD
Imperial CCD
Marin CCD
Palo Verde CCD
Pasadena Area CCD
Quincy College
Rancho Santiago CCD
Rio Hondo CCD
San Bernardino CCD
San Luis Obispo County CCD (Cuesta)
Shasta-Trinity-Tehama Joint CCD
State Center CCD
Victor Valley CCD
West Valley-Mission CCD
Yosemite CCD
Yuba CCD
COMMUNITY COLLEGE DISTRICTS (20)
Updated February 2023
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 71, Packet Page 386 PARS Client list – PRSP (291)
CITIES & TOWNS (144)
Alameda
Anaheim
Angels Camp
Atherton
Atwater
Bakersfield
Beaumont
Bell Gardens
Benicia
Beverly Hills
Bishop
Brea
Brisbane
Burlingame
Calabasas
Camarillo
Capitola
Carmel
Chino Hills
Chula Vista
Claremont
Colma
Commerce
Corcoran
Coronado
Costa Mesa
Cudahy
Cupertino
Cypress
Daly City
Dana Point
Del Rey Oaks
Dinuba
Duarte
Dublin
El Cajon
El Centro
El Segundo
Emeryville
Escondido
Fairfax
Fairfield
Fort Bragg
Fountain Valley
Fullerton
Garden Grove
Gilroy
Glendale
Glendora
Goleta
Grand Terrace
Grass Valley
Half Moon Bay
Healdsburg
Hemet
Hercules
Huntington Beach
Imperial
Indian Wells
Indio
Ione
La Habra
La Mesa
La Quinta
Laguna Niguel
Lake Forest
Lakeport
Lemon Grove
Lodi
Los Alamitos
Los Altos Hills
Manhattan Beach
Merced
Modesto
Monrovia
Moraga
Morgan Hill
Morro Bay
Napa
National City
Norco
Norwalk
Novato
Oakley
Oroville
Pacifica
Palmdale
Palo Alto
Pasadena
Patterson
Perris
Pico Rivera
Piedmont
Pinole
Pittsburg
Placentia
Pleasant Hill
Pleasanton
Port Hueneme
Rancho Cucamonga
Redwood City
Rialto
Richmond
Rio Vista
Ripon
Riverside
Rohnert Park
Rolling Hills
Ross
San Anselmo
San Jacinto
San Leandro
San Ramon
Sanger
Santa Ana
Santa Clara
Santa Clarita
Sausalito
Seaside
Selma
Solana Beach
Stanton
Stockton
Sutter Creek
Taft
Temecula
Thousand Oaks
Tiburon
Tucson
Tustin
Twentynine Palms
Union City
Upland
Vallejo
Villa Park
Walnut
West Covina
West Sacramento
Westminster
Woodland
Woodside
Yountville
Yuba City
Yucca Valley
COUNTIES (28)
Amador
Calaveras
Colusa
Glenn
Humboldt
Kings
Lake
Lassen
Madera
Mariposa
Mendocino
Merced
Monterey
Mono
Napa
Nevada
Placer
Plumas
Riverside
San Benito
San Joaquin
Siskiyou
Solano
Sutter
Tehama
Tulare
Yolo
Yuba
SPECIAL DISTRICTS (69)
Alameda County Mosquito Abatement District
Alpine Fire Protection District
Beach Cities Health District
Bighorn-Desert View Water Agency
Central Arizona Fire and Medical Authority
Central Contra Costa Sanitary District
Colusa Mosquito Abatement District
Delta Diablo (Sanitation District)
East Bay Regional Park District
East Orange County Water District
El Dorado Hills County Water District
Fallbrook Public Utility District
Fort Mojave Mesa Fire District
Golder Ranch Fire District
Goleta West Sanitary District
Great Basin Unified Air Pollution Control District
Greater Vallejo Recreation District
Hesperia Fire Protection District
Housing Authority of the County of Butte
Housing Authority of the County of San Bernardino
Housing Authority of the County of Santa Cruz
Humboldt Bay Municipal Water District
Mesa Water District
Metropolitan Transportation Commission
Midpeninsula Regional Open Space District
Midpeninsula Water District
Mojave Desert Air Quality Management District
Montecito Fire Protection District
Monterey Bay Unified Air Pollution Control District
Monterey County Mosquito Abatement District
Moraga-Orinda Fire Protection District
Municipal Pooling Authority
Municipal Water District of Orange County
Napa County Mosquito Abatement District
Nevada County Consolidated Fire Department
North Central Fire District
North County Fire Protection District
Novato Sanitary District
Orange County Fire Authority
Orange County LAFCO
Orange County Mosquito & Vector District
Orange County Sanitation District
Orchard Dale Water District
Pebble Beach Community Services District
Placer County Air Pollution Control District
Public Agency Risk Sharing Authority of CA
Rancho Cucamonga Fire Protection Department
Redwood Empire Municipal Insurance Fund (REMIF)
Regional Housing Authority
Sacramento Area Flood Control Agency
San Elijo Joint Powers Authority
San Mateo Mosquito and Vector Control District
Santa Barbara Co. Law Library
Santa Fe Irrigation District
Shasta Valley Cemetery District
South Coast Water District
Southern Marin Fire Protection District
Superior Court of CA, County of Inyo
Superior Court of CA, County of Kern
Sweetwater Springs Water District
Three Valleys Municipal Water District
Twentynine Palms Water District
Union Sanitary District
West Bay Sanitary District
West County Wastewater District
Western Riverside Council of Governments
Yolo-Solano Air Quality Management District
Yorba Linda Water District
Zone 7 Water District
EDUCATION DISTRICTS (51)
Allan Hancock CCD
Brea Olinda USD
Citrus CCD
Coast CCD
Dry Creek JESD
Grossmont-Cuyamaca CCD
Hartnell CCD
Imperial CCD
Marin CCD
Pasadena CCD
Rancho Santiago CCD
Rio Hondo CCD
San Bernardino CCD
San Luis Obispo County CCD
(Cuesta College)
Shasta-Trinity-Tehama Joint CCD
Victor Valley CCD
West Valley-Mission CCD
Yosemite CCD
Alisal Union SD
Alta Loma USD
Bass Lake Joint Union ESD
Beverly Hills USD
Brea Olinda USD
Calistoga Joint USD
Campbell Union HSD
Corning Union ESD
Coronado USD
Cotati-Rohnert Park USD
El Monte Union HSD
Folsom Cordova USD
Fontana USD
Hermosa Beach City SD
Hesperia Unified SD
Lakeside Union SD
Lemon Grove SD
Lindsay USD
Madera Unified SD
Natomas USD
Ocean View SD
Ontario-Montclair SD
Placer Union HSD
Porterville USD
River Delta USD
Roseville JUHSD
San Marino USD
Santa Rita Union SD
Shasta County OE
Upland USD
Visalia USD
Whittier City SD
Updated February 2023
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 72, Packet Page 387 Section 115 OPEB Trust Clients (382)
CITIES & TOWNS (158)
Alameda
Alhambra
Allen
Angels Camp
Ansonia
Attleboro
Atwater
Bakersfield
Bell Gardens
Beverly Hills
Bishop
Brea
Brisbane
Brockton
Bryan
Calabasas
Camarillo
Cedar Park
Central Falls
College Station
Commerce
Conroe
Coppell
Coronado
Costa Mesa
Covina
Crescent City
Cudahy
Cupertino
Cypress
Daly City
Del Rey Oaks
Duarte
East Providence
El Cajon
Elk Grove
Euless
Fort Worth
Fountain Valley
Fullerton
Galt
Garland
Glendora
Goleta
Grapevine
Half Moon Bay
Haltom City
Hawthorne
Hemet
Hercules
Hermosa Beach
Huntington Beach
Hurst
Imperial
Indian Wells
Ione
La Porte
La Quinta
La Verne
Lake Forest
Lakeport
Lakewood
Livermore
Los Alamitos
Mansfield
Modesto
Monrovia
Morgan Hill
Morro Bay
Napa
National City
N Richland Hills
Norwalk
Novato
Orinda
Oroville
Pacifica
Pasadena
Patterson
Pawtucket
Placentia
Port Arthur
Port Hueneme
Redding
Rialto
Richardson
Richmond
Rio Vista
Ripon
Rohnert Park
Rosemead
Rowlett
San Leandro
Santa Ana
Santa Clara
Santa Clarita
Sausalito
Seaside
Solana Beach
South El Monte
Southlake
Temple City
Tustin
Twentynine Palms
Tyler
Union City
Upland
Villa Park
Warwick
West Sacramento
Winters
Woodland
Yuba City
Atherton
Barrington
Becket
Berkley
Bernardston
Bridgewater
Carver
Charlestown
Colma
East Greenwich
Eastham
Fairfax
Glocester
Hanson
Huntington
Jamestown
Johnston
Kingston
Lakeville
Lanesborough
Lincoln
Los Altos Hills
Mammoth Lakes
Middleborough
N Kingstown
N Smithfield
Plainville
Plympton
Ross
Scituate
Seymour
Smithfield
South Kingstown
Swansea
Tiburon
Tiverton
Wareham
Warren
Warwick
West Boylston
West Warwick
Weymouth
Whitman
Woodside
Yountville
Yucca Valley
COUNTIES (31)
Alpine
Amador
Chambers
Colusa
Contra Costa
Glenn
Harrison
Humboldt
Imperial
Inyo
Kern
Lake
Lassen
Madera
Mariposa
Mendocino
Merced
Mono
Napa
Placer
Plumas
Plymouth
Riverside
San Benito
Shasta
Siskiyou
Solano
Sonoma
Sutter
Trinity
Yolo
Grossmont-Cuyamaca CCD
Imperial CCD
Palo Verde CCD
Pasadena Area CCD
Quincy College
Rancho Santiago CCD
State Center CCD
Yosemite CCD
COMMUNITY COLLEGE DISTRICTS (8)
EDUCATION DISTRICTS (90)
Alisal USD
Alta Loma SD
Ashburnham-Westminster RSD
Auburn USD
Ayer Shirley RSD
Bass Lake Joint Union ESD
Bellflower USD
Berlin-Boylston RSD
Beverly Hills USD
Blackstone Valley Voc RSD
Bristol-Plymouth Reg Tech SD
Calistoga Joint USD
Campbell Union HSD
Cape Cod Reg Tech HSD
Central Berkshire RSD
Compton USD
Corning Union ESD
Coronado USD
Cotati-Rohnert Park USD
Cranston SD
Dennis-Yarmouth RSD
Dighton Rehoboth RSD
Dover-Sherborn RSD
Dry C
East Providence SD
El Dorado Union HSD
Folsom Cordova USD
Fowler USD
Gateway RSD
Greater New Bedford Reg Voc Tech
HSD
Hesperia USD
Hughes-Elizabeth Lakes Union ESD
King Philip RSD
LABBB Collaborative
Lakeside USD (San Diego)
Le Grand Union HSD
Lemon Grove SD
Lincoln-Sudbury RSD
Lindsay USD
Madera USD
Manteca USD
Mohawk Trail RSD
Monomoy RSD
Montachusett Reg Voc Tech School
Moreno Valley USD
Napa Valley USD
Narragansett School System
New Shoreham SD
Newport-Mesa USD
Northborough-Southborough RSD
Northshore Education Consortium
Ocean View SD (Ventura)
Ontario-Montclair SD
Orcutt USD
Palmdale SD
Palos Verdes Peninsula USD
Paramount USD
Placer Union HSD
Porterville USD
Poway USD
Quabbin RSD
Red Bluff Joint Union HSD
Red Bluff Union ESD
River Delta USD
Riverdale Joint USD
San Bruno Park SD
San Dieguito Union HSD
San Marino USD
Santa Barbara USD
Santa Rita USD
SEEM Collaborative
Shore Educational Collaborative
Sonoma County Office of Education
Southeastern Reg Voc Tech SD
Southern Worcester Reg Voc SD
Southwick-Tolland-Granville RSD
Taft Union HSD
Tantasqua RSD
Tiverton SD
Tri-County Reg Voc Tech SD
Trona Joint USD
Upland USD
Upper Cape Cod Reg Voc Tech SD
Valley Collaborative
Visalia USD
Westside USD
Whitman-Hanson Reg SD
Whittier City SD
Wilsona SD
Woonsocket Education Department
Updated February 2023
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 73, Packet Page 388 Section 115 OPEB Trust Clients (CONT.)
SPECIAL DISTRICTS (93)
Agoura Hills/Calabasas Community Center Authority
Beach Cities Health District
Bodega Bay Public Utility District
Calaveras County Water District
California Joint Powers Insurance Authority
California Joint Powers Risk Management Authority
Cambridge Redevelopment Authority
Central Contra Costa Sanitary District
Central Contra Costa Transit Authority
Coastline Regional Occupational Program
Coastside Fire Protection District
Contra Costa County Employees' Retirement Assn
Contra Costa Mosquito & Vector Control District
Cotuit Fire District
Coventry Fire District
Crestline Village Water District
Delta Diablo
Desert Recreation District
Eastern Sierra Community Services District
Eastern Sierra Transit Authority
El Dorado Hills County Water (& Fire) District
Fallbrook Public Utility District
Fresno Irrigation District
Fresno Metropolitan Flood Control District
Gaffney Board of Public Works
Glenn-Colusa Irrigation District
Goleta Cemetery District
Goleta West Sanitary District
Great Basin Unified APCD
Hayward Area Recreation & Park District
Housing Authority of Florence
Housing Authority of the County of Contra Costa
Housing Authority of the County of San Bernardino
Houston Municipal Employee Pension System
Humboldt No. 1 Fire Protection District
Kent County Water Authority
Local Agency Formation Commission of Orange County
Menlo Park Fire Protection District
Mesa Water District
Metropolitan Transportation Commission
Midpeninsula Regional Open Space District
Mid-Peninsula Water District
Mojave Desert AQMD
Montecito Fire Protection District
Monterey Bay Unified APCD
Monterey County Mosquito Abatement District
Moraga-Orinda Fire Protection District
Mosquito & Vector Mgt Dist of Santa Barbara County
Municipal Water District of Orange County
Napa County Mosquito Abatement District
North County Fire Protection District
Northern Lancaster County Regional Police Dept
Novato Sanitary District
Orange County Mosquito & Vector Control District
Orange County Water District
Philadelphia Parking Authority
Placentia Library District
Placer County Air Pollution Control District
Placer County Resource Conservation Dist
Portsmouth Water and Fire District
Rancho Murieta Community Services District
Rowland Water District
Sacramento Area Flood Control Agency
San Andreas Sanitary District
San Mateo County Mosquito & Vector Control Dist
Santa Barbara County Law Library
Santa Cruz Regional 9-1-1 JPA
Sewer Authority Mid-Coastside
South Montebello Irrigation Dist
South Orange County Wastewater Authority
South Placer Fire Protection District
Southern Marin Fire Protection District
Superior Court of CA, County of Imperial
Superior Court of CA, County of Inyo
Superior Court of CA, County of Kern
Superior Court of CA, County of Marin
Superior Court of CA, County of Merced
Superior Court of CA, County of Orange
Superior Court of CA, County of San Mateo
Superior Court of CA, County of Shasta
Superior Court of CA, County of Siskiyou
Superior Court of CA, County of Sonoma
Tarrant Regional Water District
Three Valleys Municipal Water District
Ventura Regional Sanitation District
Walnut Valley Water District
Wareham Fire District
West Barnstable Fire District
West Bay Sanitary District
West County Wastewater District
Western Riverside Council of Governments
Yorba Linda Water District
Updated February 2023
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 74, Packet Page 389 Public Agency Retirement Services
Appendix:

California client list
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 75, Packet Page 390 PARS California Clients
CITIES & TOWNS (241)
Updated February 2023
Alameda
Alhambra
Aliso Viejo
American
Canyon
Angels (Angels
Camp)
Antioch
Arcadia
Arroyo Grande
Atwater
Azusa
Bakersfield
Banning
Barstow
Beaumont
Bell Gardens
Belvedere
Benicia
Berkeley
Beverly Hills
Big Bear Lake
Bishop
Brea
Brisbane
Burbank
Burlingame
Calabasas
Calimesa
Camarillo
Campbell
Canyon Lake
Capitola
Carmel-by-theSea
Carson
Cerritos
Chino Hills
Chowchilla
Chula Vista
Claremont
Commerce
Concord
Corcoran
Corona
Coronado
Costa Mesa
Covina
Crescent City
Cudahy
Culver City
Cupertino
Cypress
Daly City
Dana Point
Davis
Del Mar
Del Rey Oaks
Dixon
Downey
Duarte
Dublin
El Cajon
El Centro
El Cerrito
El Monte
El Segundo
Elk Grove
Emeryville
Escondido
Fairfield
Fontana
Fort Bragg
Fountain Valley
Fremont
Fullerton
Galt
Garden Grove
Gardena
Gilroy
Glendale
Glendora
Goleta
Gonzales
Grand Terrace
Grass Valley
Half Moon Bay
Hawthorne
Hayward
Healdsburg
Hemet
Hercules
Hermosa Beach
Huntington
Beach
Huntington Park
Imperial Beach
Indian Wells
Indio
Industry
Inglewood
Ione
Irvine
Irwindale
La Habra
La Mesa
La Mirada
La Palma
La Puente
La Quinta
Laguna Beach
Laguna Hills
Laguna Niguel
Lake Forest
Lakeport
Lakewood
Lancaster
Lawndale
Lemon Grove
Livermore
Lodi
Long Beach
Los Alamitos
Malibu
Manhattan
Beach
Manteca
Marysville
Merced
Millbrae
Milpitas
Modesto
Monrovia
Moorpark
Moreno Valley
Morgan Hill
Morro Bay
Murrieta
Napa
National City
Newport Beach
Norco
Norwalk
Novato
Oakley
Oceanside
Orinda
Oroville
Oxnard
Pacific Grove
Pacifica
Palmdale
Palo Alto
Pasadena
Patterson
Perris
Petaluma
Pico Rivera
Piedmont
Pinole
Pittsburg
Placentia
Pleasant Hill
Pleasanton
Pomona
Port Hueneme
Poway
Rancho
Cucamonga
Redding
Redwood City
Rialto
Richmond
Ridgecrest
Rio Vista
Ripon
Riverside
Rohnert Park
Rolling Hills
Rolling Hills
Estates
Rosemead
Roseville
Salinas
San Carlos
San Gabriel
San Jacinto
San Leandro
San Luis Obispo
San Marcos, CA
San Marino
San Pablo
San Rafael
San Ramon
Sanger
Santa Ana
Santa Clara
Santa Clarita
Santa Maria
Santee
Sausalito
Scotts Valley
Seal Beach
Seaside
Selma
Signal Hill
Simi Valley
Solana Beach
Sonoma
South El Monte
South Gate
Stanton
Stockton
Suisun City
Sunnyvale
Taft
Temecula
Temple City
Thousand Oaks
Torrance
Tulare
Tustin
Twentynine
Palms
Union City
Upland
Vacaville
Vallejo
Villa Park
Walnut
West Covina
West
Sacramento
Westminster
Winters
Woodland
Yuba City
Apple Valley
Atherton
Colma
Fairfax
Los Altos Hills
Mammoth Lakes
Moraga
Ross
San Anselmo
Tiburon
Woodside
Yountville
Yucca Valley
COUNTIES (36)
Alpine
Amador
Calaveras
Colusa
Contra Costa
Glenn
Humboldt
Imperial
Inyo
Kern
Kings
Lake
Lassen
Madera
Mariposa
Mendocino
Merced
Mono
Monterey
Napa
Nevada
Placer
Plumas
Riverside
San Benito
San Joaquin
Shasta
Siskiyou
Solano
Sonoma
Sutter
Tehama
Trinity
Tulare
Yolo
Yuba
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 76, Packet Page 391 PARS California Clients
Agoura Hills/Calabasas Community Center JPA
Alameda County MAD
Alamo-Lafayette Cemetery District
Alpine FPD
Antelope Valley Transit Authority
Baker Community Services District
Beach Cities Health District
Ben Lomond FPD
Bighorn-Desert View Water Agency
Bodega Bay Public Utility District
Calaveras County WD
California Joint Powers Insurance Authority
California Joint Powers Risk Mgmt Authority
California State Association of Counties (CSAC)
California Vanpool Authority (CalVans)
CalOPTIMA
Central Coast Community Energy
Central Contra Costa Sanitary District
Central Contra Costa Transit Authority
Central Marin Sanitation Agency
City of San Bernardino Municipal Water Dept
Coalinga-Huron Rec & Park District
Coastside FPD
Colusa MAD
Contra Costa County Employees' Retirement Assn
Contra Costa Mosquito & Vector Control District
Crestline Village WD
Cucamonga Valley WD
Delta Diablo
Desert Recreation District
East Bay Regional Park District
East Orange County WD
Eastern Municipal WD
Eastern Sierra Community Services District
Eastern Sierra Transit Authority
Ebbetts Pass Fire District
El Dorado Hills County WD
Fallbrook Public Utility District
Fresno Irrigation District
Fresno Metropolitan Flood Control District
Fulton-El Camino R&PD
Gateway Cities Council of Governments
Glenn-Colusa Irrigation District
Golden Hills Community Services District
Goleta Cemetery District
Goleta West Sanitary District
Great Basin Unified APCD
Hanford Cemetery District
Hayward Area R&PD
Hesperia FPD
Hesperia Recreation and Park District
Housing Authority of the City of Alameda
Housing Authority of the County of Butte
Housing Authority of the County of Contra Costa
Housing Authority of the County of San
Bernardino
Housing Authority of the County of Santa Cruz
Humboldt Bay Municipal WD
Humboldt No. 1 FPD
Isla Vista Community Services District
LAFCO of Orange County
Long Beach Transit
Los Angeles County Metropolitan Trans Authority
Marina Coast WD
Menlo Park FPD
MESA (Mgmt of Emeryville Services Authority)
Mesa WD
Metro Gold Line Foothill Ext Construction Auth.

Metropolitan Transportation Commission
Midpeninsula Regional Open Space District
Mid-Peninsula WD
Mission Oaks R&PD
Modoc County Transportation Commission
Mojave Desert AQMD
Montara Water & Sanitary District
Montecito FPD
Monterey Bay Unified APCD
Monterey County MAD
Monterey One Water
Monterey Peninsula Regional Park District
Moraga-Orinda FPD
Mosquito & Vector Mgmt Dist of Santa Barbara Co
Municipal Pooling Authority
Municipal WD of Orange County
Murphys FPD
Napa County MAD
Nevada County Consolidated Fire District
North Central FPD
North County FPD (San Diego)
Northern California Power Agency
Novato Sanitary District
Orange County Fire Authority
Orange County Mosquito & Vector Control District
Orange County Sanitation District
Orange County WD
Orchard Dale WD
Oro Loma Sanitary District
Pajaro/Sunny Mesa Community Svcs District
Palm Springs Aerial Tramway
Partnership Health Plan of California
Pebble Beach Community Services District
Placentia Library District
Placer County Air Pollution Control District
Placer County Resource Conservation Dist
Pleasant Hill R&PD
Public Agency Risk Sharing Authority of California
Rancho Cucamonga FPD
Rancho Murieta Community Services District
Redwood Empire Municipal Insurance Fund
Regional Housing Authority
Rio Linda Elverta Recreation and Park District
Rowland WD
Sacramento Area Flood Control Agency
Sacramento Metropolitan Fire District
San Andreas Sanitary District
San Diego Association of Governments
San Diego Trolley, Inc.

San Elijo JPA
San Mateo County Mosquito & Vector Control Dist
San Ramon Valley FPD
Santa Barbara County Law Library
Santa Cruz Regional 9-1-1 JPA
Santa Fe Irrigation District
SCAG
Scotia Community Services District
SEAACA (Southeast Area Animal Control Authority)
Sewer Authority Mid-Coastside
Shasta Valley Cemetery District
Silicon Valley Clean Energy Authority
Solano County Transit (SolTrans)
Solano Transportation Authority
Sonoma Valley Fire District
South Coast WD
South Montebello Irrigation District
South Orange County Wastewater Authority
South Placer FPD
Southern Marin FPD
Superior Court of CA, County of Imperial
Superior Court of CA, County of Inyo
Superior Court of CA, County of Kern
Superior Court of CA, County of Marin
Superior Court of CA, County of Merced
Superior Court of CA, County of Orange
Superior Court of CA, County of San Mateo
Superior Court of CA, County of Shasta
Superior Court of CA, County of Siskiyou
Superior Court of CA, County of Sonoma
Sweetwater Authority
Sweetwater Springs WD
Tahoe Resource Conservation District
Three Valleys Municipal WD
Truckee FPD
Truckee-Donner Recreation and Park District
Twentynine Palms WD
Union Sanitary District
Ventura Regional Sanitation District
Walnut Valley WD
Water Replenishment District of Southern CA
West Basin Municipal WD
West Bay Sanitary District
West County WasteWD
Western Riverside Council of Governments
Yolo-Solano Air Quality Management District
Yorba Linda WD
Zone 7 Water Agency
SPECIAL DISTRICTS (164)
Updated February 2023
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 77, Packet Page 392 PARS California Clients
SCHOOL DISTRICTS (189)
Acton-Agua Dulce USD
Alhambra USD
Alisal USD
Alta Loma SD
Anaheim UESD
Apple Valley USD
Ararat Charter School
Auburn USD
Bass Lake Joint UESD
Bellflower USD
Beverly Hills USD
Birmingham Community
Charter HD
Brea Olinda USD
Buena Park SD
Byron USD
Cabrillo USD
Cajon Valley USD
Calistoga Joint USD
Campbell UHSD
Capistrano USD
Carlsbad USD
Centinela Valley UHSD
Central SD
Central USD
Chaffey Joint UHSD
Chula Vista UESD
Claremont USD
Coastline ROP
Colton Joint USD
Compton USD
Corning UESD
Coronado USD
Corona-Norco USD
Cotati-Rohnert Park USD
Cypress SD
Da Vinci Schools
Downey USD
Dry Creek Joint UESD
Duarte USD
East Side UHSD
El Camino Real Charter HD
El Dorado UHSD
El Rancho Charter School
El Rancho USD
Escondido Charter HD
Escondido UHSD
Etiwanda SD
Fenton Charter Public Schools
Folsom Cordova USD
Fontana USD
Fountain Valley SD
Fowler USD
Fullerton SD
Galt Joint UESD
Gilroy USD
Glendora USD
Golden Valley USD
Gonzales USD
Granada Hills Charter
Healdsburg USD
Heritage K-8 Charter School
Hermosa Beach City SD
Hesperia USD
Horizon Charter Schools
Hughes-Elizabeth Lakes UESD
Huntington Beach City SD
Huntington Beach UHSD
Inglewood USD
Irvine USD
Jurupa USD
Kentfield SD
La Habra City SD
Laguna Beach USD
Lakeside USD (San Diego)
Larkspur-Corte Madera SD
Le Grand UHSD
Lemon Grove SD
Lindsay USD
Loma Prieta Joint USD
Lompoc USD
Long Beach USD
Los Alamitos USD
Los Angeles USD
Lynwood USD
Madera USD
Magnolia SD
Manteca USD
Merced UHSD
Mill Valley SD
Milpitas USD
Monroe UESD
Montague Charter Academy
Montebello USD
Moreno Valley USD
Morgan Hill USD
Morongo USD
Mountain View SD (El Monte)
Mountain View SD (Ont)
Mt. Diablo USD
Napa Valley USD
Natomas USD
Newark USD
Newhall SD
Newport-Mesa USD
Norwalk-La Mirada USD
Oak Grove USD
Oakland USD
Ocean View SD (OC)
Ocean View SD (Ventura)
Ontario-Montclair SD
Orange USD
Orcutt USD
Oro Grande SD
Oxnard SD
Pacoima Charter School
Palmdale SD
Palo Alto USD
Palos Verdes Peninsula USD
Paramount USD
Paso Robles Joint USD
Perris UESD
Placentia-Yorba Linda USD
Placer UHSD
Pleasanton USD
Plumas USD
Pomona USD
Porterville USD
Poway USD
Ramona USD
Red Bluff Joint UHSD
Red Bluff UESD
Redondo Beach USD
Reed USD
Ripon USD
River Delta USD
Riverdale Joint USD
Riverside Gateway to College
Early College HD
Roseville Joint UHSD
Rowland USD
Saddleback Valley USD
San Bernardino City USD
San Bruno Park SD
San Diego USD
San Dieguito UHSD
San Francisco USD & COE
San Gabriel USD
San Jose USD
San Juan USD
San Marcos USD
San Marino USD
San Ysidro SD
Santa Ana USD
Santa Barbara USD
Santa Rita USD
Santa Ynez Valley UHSD
Santiago Charter MS
Sausalito Marin City SD
Savanna SD
Selma USD
Sierra USD
Silver Valley USD
Solana Beach SD
South Bay USD (San Diego)
Sweetwater UHSD
Taft UHSD
Tamalpais UHSD
Temple City USD
Templeton USD
Terra Bella UESD
Torrance USD
Trona Joint USD
Tulare Joint UHSD
Tustin USD
Twin Ridges UESD
Twin Rivers USD
Union SD
Upland USD
Visalia USD
Vista Charter MS
Vista USD
Walnut Valley USD
Wasco UHSD
Washington USD (Fresno)
West Covina USD
Westminster SD
Westside USD
Whittier City SD
Wilsona SD
Yuba City USD
Allan Hancock JCCD
Cerritos CCD
Chabot-Las Positas CCD
Citrus CCD
Coast CCD
Contra Costa CCD
Desert CCD
Foothill-De Anza CCD
Glendale CCD
Grossmont-Cuyamaca CCD
Hartnell CCD
Imperial CCD
Kern CCD
Lassen CCD
Los Angeles CCD
Los Rios CCD
Marin CCD
MiraCosta CCD
Monterey Peninsula CCD
North Orange County CCD
Palo Verde CCD
Palomar CCD
Pasadena Area CCD
Rancho Santiago CCD
Rio Hondo CCD
Riverside CCD
San Bernardino CCD
San Joaquin Delta CCD
San Luis Obispo Co. CCD
Santa Barbara CCD
Santa Monica CCD
Shasta-Tehama-Trinity JCCD
State Center CCD
Victor Valley CCD
West Valley-Mission CCD
Yosemite CCD
Yuba CCD
COMMUNITY COLLEGE DISTRICTS (37)
Updated February 2023
Cal Poly Pomona Foundation
California Advancing Pathways for Students
Central Region School Insurance Group
Greater Anaheim SELPA
Redwood Empire Schools' Insurance Group
Shasta-Trinity Schools Insurance Group
University Corporation at Monterey Bay
EDUCATION DISTRICTS (7)
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 78, Packet Page 393 Public Agency Retirement Services
Appendix:

Vanguard’s
form adv
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 79, Packet Page 394

FORM ADV

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name: VANGUARD GROUP INC CRD Number: 105958 Other-Than-Annual Amendment - All Sections Rev. 10/2021 12/8/2022 9:32:54 AM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.

Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.

A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):

THE VANGUARD GROUP, INC.

B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A.

VANGUARD GROUP INC
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.

C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of
your legal name or your primary business name:

D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-11953 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:

CIK Number
102909
E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 105958 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. (2) If you have additional CRD Numbers, your additional CRD numbers:

No Information Filed
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):

Number and Street 1:
100 VANGUARD BLVD
Number and Street 2:

V26
City:

MALVERN
State:

Pennsylvania
Country:

United States
ZIP+4/Postal Code:
19355
If this address is a private residence, check this box:

List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year.
(2) Days of week that you normally conduct business at your principal office and place of business:

Monday - Friday Other:

Normal business hours at this location:
8:30AM - 5:30PM
(3) Telephone number at this location:
610-669-1000
(4) Facsimile number at this location, if any:
610-669-6600
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 80, Packet Page 395 (5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year?
1 G. Mailing address, if different from your principal office and place of business address:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?
If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.

If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.

J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.

Name: Other titles, if any:

Telephone number: Facsimile number, if any:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

Electronic mail (e-mail) address, if Chief Compliance Officer has one:
(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):

Name:

IRS Employer Identification Number:

K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here.

Name: Titles:

Telephone number: Facsimile number, if any:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

Electronic mail (e-mail) address, if contact person has one:

Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D.

Yes No
M. Are you registered with a foreign financial regulatory authority? Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of Schedule D.

Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 81, Packet Page 396 $10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet for your most recent fiscal year end.

P. Provide your Legal Entity Identifier if you have one:
5493002789CX3L0CJP65
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.

SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.

You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
14321 NORTHSIGHT BLVD
Number and Street 2:

City:

SCOTTSDALE
State:

Arizona
Country:

United States
ZIP+4/Postal Code:
85260
If this address is a private residence, check this box:

Telephone Number:
480-713-8456
Facsimile Number, if any:

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
155468
How many employees perform investment advisory functions from this office location? 15 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

SECTION 1.I. Website Addresses
List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.

Address of Website/Account on Publicly Available Social Media Platform: HTTP://INSTAGRAM.COM/VANGUARDGROUP Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.INSTAGRAM.COM/LIFEATVANGUARD Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 82, Packet Page 397 Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.YOUTUBE.COM/VANGUARD Address of Website/Account on Publicly Available Social Media Platform: HTTPS://TWITTER.COM/VANGUARD_INSTL Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.LINKEDIN.COM/COMPANY/VANGUARD-INSTITUTIONAL-INVESTING Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.LINKEDIN.COM/IN/MORTIMERJBUCKLEY Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.LINKEDIN.COM/COMPANY/VANGUARD Address of Website/Account on Publicly Available Social Media Platform: HTTPS://TWITTER.COM/VANGUARD_PR Address of Website/Account on Publicly Available Social Media Platform: HTTPS://PRESSROOM.VANGUARD.COM/#/ Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.VANGUARDJOBS.COM Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.LINKEDIN.COM/COMPANY/VANGUARD-ADVISOR-SERVICES Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.VANGUARD.COM Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.FACEBOOK.COM/VANGUARD Address of Website/Account on Publicly Available Social Media Platform: HTTPS://TWITTER.COM/VANGUARD_GROUP Address of Website/Account on Publicly Available Social Media Platform: HTTPS://TWITTER.COM/VANGUARD_FA Address of Website/Account on Publicly Available Social Media Platform: HTTPS://PLUS.GOOGLE.COM/+VANGUARD#+VANGUARD/POSTS SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section 1.L. for each location.

Name of entity where books and records are kept:

IRON MOUNTAIN INC
Number and Street 1:
2500 HENDERSON DRIVE
Number and Street 2:

City:

SHARON HILL
State:

Pennsylvania
Country:

United States
ZIP+4/Postal Code:
19079
If this address is a private residence, check this box:

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 83, Packet Page 398 Telephone Number:
610-725-0200 X3008
Facsimile number, if any:

This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

STORAGE OF CLIENT AND OTHER FILES CONTAINING CONTRACTS, CORRESPONDENCE, RECOMMENDATIONS AND TRANSACTIONS, IN ADDITION TO PROGRAMMING CODE.

Name of entity where books and records are kept:

AMAZON.COM, INC.

Number and Street 1:
410 TERRY AVENUE NORTH
Number and Street 2:

City:

SEATTLE
State:

Washington
Country:

United States
ZIP+4/Postal Code:
98109
If this address is a private residence, check this box:

Telephone Number:
206-266-1000
Facsimile number, if any:

This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

STORAGE OF CLIENT AND OTHER FILES CONTAINING CONTRACTS, CORRESPONDENCE, RECOMMENDATIONS AND TRANSACTIONS, IN ADDITION TO PROGRAMMING CODE.

SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed
Item 2 SEC Registration/Reporting
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.

A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items.

You (the adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 84, Packet Page 399 (3) Reserved
(4) have your principal office and place of business outside the United States; (5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940; (6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management;
(7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);
(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. (9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A.(9) of Schedule D. (10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(10) of Schedule D. (11) are an Internet adviser relying on rule 203A-2(e); (12) have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. (13) are no longer eligible to remain registered with the SEC.

State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).

Jurisdictions
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
WY
If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).

SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:

Name of Registered Investment Adviser
CRD Number of Registered Investment Adviser
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 85, Packet Page 400 SEC Number of Registered Investment Adviser
-
SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations:

I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.

I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC.

SECTION 2.A.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.

If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:

I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states.

I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states.

If you are submitting your annual updating amendment, you must make this representation:

Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.

SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:

Application Number:
803-
Date of order:

Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.

A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):

If you are changing your response to this Item, see Part 1A Instruction 4.

B. In what month does your fiscal year end each year?

DECEMBER
C. Under the laws of what state or country are you organized? State Country
Pennsylvania United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside.

If you are changing your response to this Item, see Part 1A Instruction 4.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 86, Packet Page 401 Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.B. and Section 4 of Schedule D.

B. Date of Succession: (MM/DD/YYYY)
If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.

SECTION 4 Successions
No Information Filed
Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.

Employees
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).

A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 520
B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 320
(2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 33 (3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?
0 (4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 0 (6) Approximately how many firms or other persons solicit advisory clients on your behalf? 0 In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.

Clients
In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.

C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year?
0 (2) Approximately what percentage of your clients are non-United States persons? 0%
D. For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships.

The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (1)(d) or (3)(d) below.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 87, Packet Page 402 Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1).

The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below.

If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.

Type of Client
(1) Number of
Client(s)
(2) Fewer than
5 Clients
(3) Amount of Regulatory Assets
under Management
(a) Individuals (other than high net worth individuals) 0 $ 0 (b) High net worth individuals 0 $ 0
(c) Banking or thrift institutions 0 $ 0
(d) Investment companies 217 $ 7,795,749,144,000
(e) Business development companies 0 $ 0
(f) Pooled investment vehicles (other than investment companies and business development companies)
2 $ 342,160,104
(g) Pension and profit sharing plans (but not the plan participants or government pension plans)
0 $ 0
(h) Charitable organizations 0 $ 0
(i) State or municipal government entities (including government pension plans)
0 $ 0
(j) Other investment advisers 0 $ 0
(k) Insurance companies 0 $ 0
(l) Sovereign wealth funds and foreign official institutions 0 $ 0 (m) Corporations or other businesses not listed above 0 $ 0 (n) Other: 0 $ 0
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify): ALLOCATED SHARE OF VANGUARD'S TOTAL COST OF OPERATIONS Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? (2) If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $ 7,796,091,304,104 (d) 219
Non-Discretionary: (b) $ 0 (e) 0
Total: (c) $ 7,796,091,304,104 (f) 219
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.
(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons?
$ 342,160,104
Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services
(2) Portfolio management for individuals and/or small businesses Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 88, Packet Page 403 (3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies) (5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers) (8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other(specify):

Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D.

H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 0 1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.

Yes No
I. (1) Do you participate in a wrap fee program?
(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$
(b) portfolio manager for a wrap fee program?
$
(c) sponsor to and portfolio manager for the same wrap fee program? $
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).

If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D.

If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2).

Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?
K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?
If yes, complete Section 5.K.(1) of Schedule D.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 89, Packet Page 404 If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian.

L. Marketing Activities
Yes No
(1) Do any of your advertisements include:
(a) Performance results?
(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?
(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials, endorsements, or third-party ratings? (3) Do any of your advertisements include hypothetical performance ? (4) Do any of your advertisements include predecessor performance ? SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies If you check Item 5.G.(3), what is the SEC file number (811 or 814 number) of each of the registered investment companies and business development companies to which you act as an adviser pursuant to an advisory contract? You must complete a separate Schedule D Section 5.G.(3) for each registered investment company and business development company to which you act as an adviser.

SEC File Number
811 - 00121
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 00834
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 01027
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 90, Packet Page 405 business development company that you advise.

No Information Filed
SEC File Number
811 - 01530
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 01766
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 02368
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 02554
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 02652
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 91, Packet Page 406 SEC File Number
811 - 02687
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 02968
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 0296899
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 03916
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 03919
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 92, Packet Page 407 SEC File Number
811 - 04098
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 04474
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 04526
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 04570
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 04571
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 04627
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 93, Packet Page 408 Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 04681
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 05340
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 05445
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 05628
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 05962
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 94, Packet Page 409 No Information Filed
SEC File Number
811 - 05972
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 06083
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 06093
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 07043
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 07175
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 95, Packet Page 410 SEC File Number
811 - 07239
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 07443
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 07803
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 09005
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 21478
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 96, Packet Page 411 SEC File Number
811 - 22114
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 22619
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SEC File Number
811 - 58431
Provide the regulatory assets under management of all parallel managed accounts related to a registered investment company (or series thereof) or business development company that you advise.

No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
No Information Filed
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.

Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments.

Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a) Asset Type Mid-year End of year
(i) Exchange-Traded Equity Securities % %
(ii) Non Exchange-Traded Equity Securities % %
(iii) U.S. Government/Agency Bonds % %
(iv) U.S. State and Local Bonds % %
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 97, Packet Page 412 (v) Sovereign Bonds % %
(vi) Investment Grade Corporate Bonds % %
(vii) Non-Investment Grade Corporate Bonds % %
(viii) Derivatives % %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
% %
(xi) Cash and Cash Equivalents % %
(xii) Other % %
Generally describe any assets included in "Other"
(b) Asset Type End of year
(i) Exchange-Traded Equity Securities %
(ii) Non Exchange-Traded Equity Securities %
(iii) U.S. Government/Agency Bonds %
(iv) U.S. State and Local Bonds %
(v) Sovereign Bonds %
(vi) Investment Grade Corporate Bonds %
(vii) Non-Investment Grade Corporate Bonds %
(viii) Derivatives %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
%
(xi) Cash and Cash Equivalents %
(xii) Other %
Generally describe any assets included in "Other"
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).
(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date.

In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f).

You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year
Gross Notional
Exposure
(1) Regulatory Assets
Under Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
(b) Foreign
Exchange (c) Credit (d) Equity (e) Commodity (f) Other
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 98, Packet Page 413 Derivative
g
Derivative
()
Derivative
() qy
Derivative
() y
Derivative
()
Derivative
Less than 10% $ $ 0 % 0 % 0 % 0 % 0 % 0 %
10-149% $ $ 0 0 % 0 % 0 % 0 % 0 % 0 %
150% or more $ 0 $ 0 0 % 0 % 0 % 0 % 0 % 0 %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year
Gross Notional
Exposure
(1) Regulatory Assets
Under Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ 0 $ 0 0 % 0 % 0 % 0 % 0 % 0 %
10-149% $ 0 $ 0 0 % 0 % 0 % 0 % 0 % 0 %
150% or more $ 0 $ 0 0 % 0 % 0 % 0 % 0 % 0 %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10% $ 0 $ 0
10-149% $ 0 $ 0
150% or more $ 0 $ 0
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise.

SECTION 5.K.(3) Custodians for Separately Managed Accounts No Information Filed
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.

A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank) (8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 99, Packet Page 414 (11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):

If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.

Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (2) If yes, is this other business your primary business? If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.

Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.

SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):

VGI PROVIDES ITS CLIENTS WITH CORPORATE, MANAGEMENT & ADMINISTRATIVE MUTUAL FUND SERVICES, INCLUDING LEGAL, ACCOUNTING, TRANSFER AGENCY & DISTRIBUTION SERVICES.

If you engage in that business under a different name, provide that name:

SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.

SAME AS 6.B.(2).

If you engage in that business under a different name, provide that name:

Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.

A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under common control with you.

You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2) other investment adviser (including financial planners) (3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2).

Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 100, Packet Page 415 relying advisers. You should complete a Schedule R for each relying adviser.

For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D.

You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.

You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.

1. Legal Name of Related Person:

VANGUARD MARKETING CORPORATION

2. Primary Business Name of Related Person:

VANGUARD MARKETING CORPORATION

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 8 - 21570
or
Other

4. Related Person's
(a) CRD Number (if any):
7452
(b) CIK Number(s) (if any):

CIK Number
1114858

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 101, Packet Page 416

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD ASSET MANAGEMENT, LIMITED

2. Primary Business Name of Related Person:

VANGUARD ASSET MANAGEMENT, LIMITED

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 107653
or
Other

4. Related Person's
(a) CRD Number (if any):
282598
(b) CIK Number(s) (if any):

CIK Number
1680208

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

Name of Country/English Name of Foreign Financial Regulatory Authority United Kingdom - Financial Conduct Authority
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 102, Packet Page 417 gy

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VGI INSURANCE, INC.

2. Primary Business Name of Related Person:

VGI INSURANCE, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

No Information Filed

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location? Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 103, Packet Page 418

1. Legal Name of Related Person:

VANGUARD INVESTMENTS CANADA INC.

2. Primary Business Name of Related Person:

VANGUARD INVESTMENTS CANADA INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 802 - 107926
or
Other

4. Related Person's
(a) CRD Number (if any):
283519
(b) CIK Number(s) (if any):

CIK Number
1816312

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

Name of Country/English Name of Foreign Financial Regulatory Authority Canada - Ontario Securities Commission

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD ADVISERS, INC.

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 104, Packet Page 419

2. Primary Business Name of Related Person:

VANGUARD ADVISERS, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 49601
or
Other

4. Related Person's
(a) CRD Number (if any):
106715
(b) CIK Number(s) (if any):

CIK Number
947529

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD FIDUCIARY TRUST COMPANY

2. Primary Business Name of Related Person:

VANGUARD FIDUCIARY TRUST COMPANY

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 105, Packet Page 420 or
Other
028-11554

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

CIK Number
933478

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD GROUP (IRELAND) LIMITED

2. Primary Business Name of Related Person:

VANGUARD GROUP (IRELAND) LIMITED

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 106, Packet Page 421 (a) CRD Number (if any):
(b) CIK Number(s) (if any):

CIK Number
1816678

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

Name of Country/English Name of Foreign Financial Regulatory Authority Ireland - Central Bank of Ireland

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD INVESTMENTS UK, LIMITED

2. Primary Business Name of Related Person:

VANGUARD INVESTMENTS UK, LIMITED

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 802 - 108191
or
Other

4. Related Person's
(a) CRD Number (if any):
283775
(b) CIK Number(s) (if any):

CIK Number
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 107, Packet Page 422 1816749

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

Name of Country/English Name of Foreign Financial Regulatory Authority United Kingdom - Financial Conduct Authority

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD GLOBAL ADVISERS, LLC

2. Primary Business Name of Related Person:

VANGUARD GLOBAL ADVISERS, LLC

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 76825
or
Other

4. Related Person's
(a) CRD Number (if any):
164593
(b) CIK Number(s) (if any):

CIK Number
1811242
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 108, Packet Page 423

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

Name of Country/English Name of Foreign Financial Regulatory Authority Ireland - Central Bank of Ireland

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD INVESTMENTS AUSTRALIA LIMITED

2. Primary Business Name of Related Person:

VANGUARD INVESTMENTS AUSTRALIA LIMITED

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 107761
or
Other

4. Related Person's
(a) CRD Number (if any):
282933
(b) CIK Number(s) (if any):

CIK Number
1550100

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 109, Packet Page 424 (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

Name of Country/English Name of Foreign Financial Regulatory Authority Australia - Australian Securities and Investments Commission

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD INVESTMENTS HONG KONG LIMITED

2. Primary Business Name of Related Person:

VANGUARD INVESTMENTS HONG KONG LIMITED

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

CIK Number
1818513

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 110, Packet Page 425 (f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

FOREIGN ADVISER EXEMPTION

Name of Country/English Name of Foreign Financial Regulatory Authority Hong Kong - Securities and Futures Commission

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD NATIONAL TRUST COMPANY, N.A.

2. Primary Business Name of Related Person:

VANGUARD NATIONAL TRUST COMPANY

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 111, Packet Page 426 (j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VANGUARD PERSONALIZED INDEXING MANAGMENT, LLC

2. Primary Business Name of Related Person:

VANGUARD PERSONALIZED INDEXING MANAGMENT, LLC

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 114487
or
Other

4. Related Person's
(a) CRD Number (if any):
285366
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 112, Packet Page 427 (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

VGIM, S.A. DE C.V., ASESOR EN INVERSIONES INDEPENDIENTE

2. Primary Business Name of Related Person:

VANGUARD MÉXICO

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

No Information Filed

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control? Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 113, Packet Page 428

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

FOREIGN PRIVATE ADVISER EXEMPTION

Name of Country/English Name of Foreign Financial Regulatory Authority Mexico - National Commission for Banking and Securities

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location? Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section

7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.

SECTION 7.B.(1) Private Fund Reporting
Funds per Page: 15 Total Funds: 2
A. PRIVATE FUND
Information About the Private Fund

1. (a) Name of the private fund:

ASF PRIVATE FUND
(b) Private fund identification number:
(include the "805-" prefix also)
805-9892811178

2. Under the laws of what state or country is the private fund organized:

State: Country:

Cayman Islands

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):

Name of General Partner, Manager, Trustee, or Director

VGMF I (CAYMAN) LIMITED
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.

No Information Filed
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 114, Packet Page 429

4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940 (2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.

Name of Country/English Name of Foreign Financial Regulatory Authority Other - CAYMAN ISLANDS REGISTRAR OF TRUSTS
Yes No

6. (a) Is this a "master fund" in a master-feeder arrangement? (b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund? No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement? (d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests? Name of private fund:

Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or reporting on the funds separately.

7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following questions:

No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.

Yes No

8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private funds or registered investment companies. (b) If yes, does the private fund invest in funds managed by you or by a related person? Yes No

9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market funds," to the extent provided in Instruction 6.e.)?

10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:

NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.

11. Current gross asset value of the private fund:
$ 13,479,535
Ownership

12. Minimum investment commitment required of an investor in the private fund:
$ 1
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).

13. Approximate number of the private fund's beneficial owners:

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 115, Packet Page 430 1 14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
100%

15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
0%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited to qualified clients?

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%
Your Advisory Services
Yes No

17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.

No Information Filed
Yes No

18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund? (b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question blank.

No Information Filed
Yes No

19. Are your clients solicited to invest in the private fund? NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund? 1%
Private Offering
Yes No

21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?

22. If yes, provide the private fund's Form D file number (if any):

No Information Filed
B. SERVICE PROVIDERS
Auditors
Yes No

23. (a) (1) Are the private fund's financial statements subject to an annual audit? (2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP? If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f) separately for each auditing firm.

No Information Filed
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions? Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.

Prime Broker
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 116, Packet Page 431 Yes No

24. (a) Does the private fund use one or more prime brokers? If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you must complete questions (b) through (e) separately for each prime broker.

No Information Filed
Custodian
Yes No

25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets? If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian.

Additional Custodian Information : 1 Record(s) Filed.

If the answer to question 25.(a) is "yes," respond to questions (b) through g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must complete questions (b) through (g) separately for each custodian. (b) Legal name of custodian:

STATE STREET BANK AND TRUST
(c) Primary business name of custodian:

STATE STREET BANK AND TRUST
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):

City:

BOSTON
State:

Massachusetts
Country:

United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
-
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
Administrator
Yes No

26. (a) Does the private fund use an administrator other than your firm? If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f) separately for each administrator.

No Information Filed

27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.

Marketers
Yes No

28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes? You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 117, Packet Page 432 similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed
A. PRIVATE FUND
Information About the Private Fund

1. (a) Name of the private fund:

CSF PRIVATE FUND
(b) Private fund identification number:
(include the "805-" prefix also)
805-1178567505

2. Under the laws of what state or country is the private fund organized:

State: Country:

Cayman Islands

3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):

Name of General Partner, Manager, Trustee, or Director

VGMF I (CAYMAN) LIMITED
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.

No Information Filed

5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.

Name of Country/English Name of Foreign Financial Regulatory Authority Other - CAYMAN ISLANDS REGISTRAR OF TRUSTS
Yes No

No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 118, Packet Page 433 assets in a single fund ("master fund"). A fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests substantially all of its assets in a single master fund.

Yes No

10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:

NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.

11. Current gross asset value of the private fund:
$ 13,479,535
Ownership

13. Approximate number of the private fund's beneficial owners:
1 14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
100%

16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
0%
Your Advisory Services
Yes No

No Information Filed
Yes No

19. Are your clients solicited to invest in the private fund? NOTE: For purposes of this question, do not consider feeder funds of the private fund.

20. Approximately what percentage of your clients has invested in the private fund? 1%
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 119, Packet Page 434 Private Offering
Yes No

21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?

22. If yes, provide the private fund's Form D file number (if any):

No Information Filed
B. SERVICE PROVIDERS
Auditors
Yes No

Prime Broker
Yes No

No Information Filed
Custodian
Yes No

Additional Custodian Information : 1 Record(s) Filed.

STATE STREET BANK & TRUST COMPANY
(c) Primary business name of custodian:

STATE STREET BANK & TRUST COMPANY
(d) The location of the custodian's office responsible for custody of the private fund's assets (city, state and country):

City:

BOSTON
State:

Massachusetts
Country:

United States
Yes No
(e) Is the custodian a related person of your firm?
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 120, Packet Page 435 -
CRD Number (if any):
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
Administrator
Yes No

No Information Filed

Marketers
Yes No

28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes? You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is "yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through (g) separately for each marketer.

No Information Filed
Funds per Page: 15 Total Funds: 2
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.

Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.

Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 121, Packet Page 436 (3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No (1) securities to be bought or sold for a client's account? (2) amount of securities to be bought or sold for a client's account? (3) broker or dealer to be used for a purchase or sale of securities for a client's account? (4) commission rates to be paid to a broker or dealer for a client's securities transactions? D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E. Do you or any related person recommend brokers or dealers to clients? F. If you answer "yes" to E. above, are any of the brokers or dealers related persons? G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934?
H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.

In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals.

Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices.

A. (1) Do you have custody of any advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).

Instead, include that information in your response to Item 9.B.(2).

B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:

Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 122, Packet Page 437 U.S. Dollar Amount Total Number of Clients
(a) $ (b)
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and securities. (4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities.

If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).

D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No (1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced:

F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? SECTION 9.C. Independent Public Accountant
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D.

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 123, Packet Page 438 determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 124, Packet Page 439 G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,

11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-inlaw, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.

3. Do you have any indirect owners to be reported on Schedule B? Yes No Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 125, Packet Page 440

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals:

Last Name, First Name, Middle
Name)
DE/FE/I Title or Status Date Title or
Status Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S. No. and
Date of Birth, IRS Tax No. or
Employer ID No.

VANGUARD ADMIRAL FUNDS DE STOCKHOLDER 12/1992 NA N N
VANGUARD OHIO TAX-FREE FUNDS DE STOCKHOLDER 06/1990 NA N N VANGUARD VALLEY FORGE FUNDS DE STOCKHOLDER 11/1992 NA N N VANGUARD TAX-MANAGED FUNDS DE STOCKHOLDER 09/1994 NA N N VANGUARD WHITEHALL FUNDS DE STOCKHOLDER 02/1996 NA N N
VANGUARD HORIZON FUNDS DE STOCKHOLDER 06/1995 NA N N
VANGUARD SCOTTSDALE FUNDS DE STOCKHOLDER 11/2009 NA N N

VANGUARD NEW JERSEY TAX-FREE
FUNDS
DE STOCKHOLDER 09/1987 NA N N

VANGUARD CALIFORNIA TAX-FREE
FUNDS
DE STOCKHOLDER 10/1985 NA N N

VANGUARD NEW YORK TAX-FREE
FUNDS
DE STOCKHOLDER 01/1986 NA N N
VANGUARD PENNSYLVANIA TAXFREE FUNDSDE STOCKHOLDER 01/1986 NA N N

VANGUARD CONVERTIBLE

SECURITIES FUND
DE STOCKHOLDER 04/1986 NA N N
VANGUARD QUANTITATIVE FUNDS DE STOCKHOLDER 08/1986 NA N N

VANGUARD VARIABLE INSURANCE
FUNDS
DE STOCKHOLDER 04/1991 NA N N
VANGUARD MASSACHUSETTS TAXEXEMPT FUNDSDE STOCKHOLDER 07/1992 NA N N VANGUARD WELLINGTON FUND DE STOCKHOLDER 05/1975 NA N N
VANGUARD WINDSOR FUNDS DE STOCKHOLDER 05/1975 NA N N
VANGUARD WORLD FUND DE STOCKHOLDER 05/1975 NA N N
VANGUARD TRUSTEES' EQUITY FUND DE STOCKHOLDER 02/1980 NA N N VANGUARD EXPLORER FUND DE STOCKHOLDER 12/1975 NA N N

VANGUARD WELLESLEY INCOME
FUND
DE STOCKHOLDER 05/1975 NA N N
VANGUARD INDEX FUNDS DE STOCKHOLDER 08/1976 C Y N
VANGUARD BOND INDEX FUNDS DE STOCKHOLDER 12/1986 A N N
VANGUARD FENWAY FUNDS DE STOCKHOLDER 11/1987 NA N N
VANGUARD MALVERN FUNDS DE STOCKHOLDER 11/1988 NA N N

VANGUARD INTERNATIONAL EQUITY

INDEX FUNDS
DE STOCKHOLDER 04/1990 NA N N

VANGUARD FIXED INCOME

SECURITIES FUNDS
DE STOCKHOLDER 05/1975 NA N N

VANGUARD MONEY MARKET

RESERVES
DE STOCKHOLDER 05/1975 A N N
VANGUARD MUNICIPAL BOND FUNDS DE STOCKHOLDER 09/1977 NA N N VANGUARD SPECIALIZED FUNDS DE STOCKHOLDER 10/1983 NA N N VANGUARD CHESTER FUNDS DE STOCKHOLDER 08/1984 NA N N

BUCKLEY, MORTIMER, JOSEPH I CHAIRMAN OF THE BOARD, CHIEF

EXECUTIVE OFFICER, AND

PRESIDENT
01/2019 NA Y N 2167630
PEROLD, ANDRE, FRANCOIS I DIRECTOR 12/2004 NA Y N 4660204 VANGUARD MONTGOMERY FUNDS DE STOCKHOLDER 11/2007 NA N N FULLWOOD, EMERSON, U I DIRECTOR 01/2008 NA Y N 5511592
VOLANAKIS, PETER, FREDERICK I DIRECTOR 12/2008 NA Y N 5648569 LOUGHREY, FRANCIS, JOSEPH I DIRECTOR 10/2009 NA Y N 5755253 VANGUARD STAR FUNDS DE STOCKHOLDER 03/2009 A N N
VANGUARD CHARLOTTE FUNDS DE STOCKHOLDER 10/2011 NA N N
MCISAAC, CHRISTOPHER, DAVIS I MANAGING DIRECTOR 03/2012 NA Y N 2928259 Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 126, Packet Page 441 MALPASS, SCOTT, CHARLES I DIRECTOR 03/2012 NA Y N 2532347 LOUGHRIDGE, MARK I DIRECTOR 03/2012 NA Y N 6048361
RAMPULLA, THOMAS, MARK I MANAGING DIRECTOR 07/2015 NA Y N 1816948 RISI, KARIN, ANN I MANAGING DIRECTOR 07/2015 NA Y N 3209445

ROLLINGS, MICHAEL, THOMAS I MANAGING DIRECTOR AND CHIEF

FINANCIAL OFFICER
06/2016 NA Y N 1592402

ROBINSON, ANNE, ELIZABETH I GENERAL COUNSEL, MANAGING

DIRECTOR, AND SECRETARY
09/2016 NA Y N 6706699
JAMES, JOHN, MARK I MANAGING DIRECTOR 12/2016 NA Y N 5594356 MULLIGAN, DEANNA, MARIE I DIRECTOR 07/2017 NA Y N 4562715 RASKIN, SARAH, BLOOM I DIRECTOR 07/2017 NA Y N 6844984

DAVIS, GREGORY I MANAGING DIRECTOR AND CHIEF

INVESTMENT OFFICER
07/2017 NA Y N 2416369

VANGUARD INSTITUTIONAL INDEX
FUNDS
DE STOCKHOLDER 02/2018 A N N

BRENNAN, JOSEPH, PATRICK I MANAGING DIRECTOR AND CHIEF

RISK OFFICER
09/2018 NA Y N 2193881
VALENTE, LAUREN, MARIE I MANAGING DIRECTOR 09/2020 NA Y N 6119944 BENCHENER, MATTHEW, JOHN I MANAGING DIRECTOR 12/2020 NA Y N 5569805 Thomas, David, Anthony I DIRECTOR 07/2021 NA Y N 7423571 BUNCH, TARA, LYNN I DIRECTOR 11/2021 NA Y N 7470785
Tandon, Nitin I MANAGING DIRECTOR AND CHIEF

INFORMATION OFFICER
11/2021 NA Y N 7482798
ANGELL, JACQUELINE I CHIEF COMPLIANCE OFFICER 11/2022 NA Y N 5606776 Schedule B
Indirect Owners

1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.

2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.

3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.

5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)

No Information Filed
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.

Section 7. We have affiliates that are not listed having met one or more of the exceptions of the SEC's guidance regarding related persons. A list of affiliates can be provided upon request. Please note that two individuals in Schedule A, Amy Gutmann and Mark Loughridge, do not have middle names.

Schedule R
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 127, Packet Page 442 No Information Filed
DRP Pages

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
CRD
Number:
7452 This advisory affiliate is a Firm an Individual
Registered: Yes No
Name: VANGUARD MARKETING

CORPORATION
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years ago.

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.

Yes No
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 128, Packet Page 443 NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) FINRA

2. Principal Sanction:

Other
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):
03/06/2016 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
2013038325801

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:

No Product
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO

ESTABLISH AND MAINTAIN AN ADEQUATE SUPERVISORY SYSTEM, INCLUDING WRITTEN PROCEDURES, TO ENSURE THAT IT DISCLOSE UNSATISFIED

JUDGMENTS AND LIENS OF REGISTERED REPRESENTATIVES ON UNIFORM APPLICATIONS FOR SECURITIES INDUSTRY REGISTRATION OR TRANSFER ("FORM U4S"), IN INSTANCES WHERE THE FIRMS' PAYROLL DEPARTMENT HAD NOTICE OF SUCH LIENS AND JUDGMENTS AS A RESULT OF GARNISHMENT ORDERS IT HAD RECEIVED. THE FINDINGS STATED THAT THE FIRM DID NOT HAVE ANY SUPERVISORY PROCEDURES IN PLACE TO ENSURE THAT THE

PAYROLL DEPARTMENT NOTIFIED THE COMPLIANCE DEPARTMENT OF GARNISHMENTS, AND THE FIRM DID NOT REVIEW THE GARNISHMENTS TO DETERMINE WHETHER THEY TRIGGERED A REPORTABLE EVENT FOR REGISTERED REPRESENTATIVES. AS A RESULT, THE FIRM FAILED TO DISCLOSE OR TIMELY DISCLOSE UNSATISFIED JUDGMENTS AND LIENS OF WHICH IT HAD NOTICE BY REASON OF THE GARNISHMENT ORDERS. ALSO THE FIRM BECAME

AWARE OF THE DEFICIENCY IN ITS SUPERVISORY SYSTEM AND VOLUNTARILY UNDERTOOK STEPS TO AMEND ITS WRITTEN SUPERVISORY PROCEDURES AND PUT A PROCESS IN PLACE FOR ITS PAYROLL DEPARTMENY TO NOTIFY ITS COMPLIANCE DEPARTMENT OF GARNISHMENT ORDERS. HOWEVER, THE FIRM FAILED TO PROPERLY IMPLEMENT THE AMENDED PROCEDURES. AS A RESULT, THE FIRM CONTINUED TO NOT DISCLOSE OR TIMELY DISCLOSE JUDGMENTS AND LIENS OF WHICH IT HAD RECEIVED NOTICE. IN TOTAL THE FIRM RECEIVED 80 GARNISHMENT ORDERS THAT TRIGGERED REPORTABLE EVENTS ON THE FORM U4. IT FAILED TO FILE AMENDMENTS TO ITS REGISTERED REPRESENTATIVES' FORM U4S FOR 60 OF THESE REPORTABLE EVENTS AND FAILED TO TIMELY FILE FORM U4 AMENDMENTS FOR 20 REPORTABLE EVENTS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Consent

11. Resolution Date (MM/DD/YYYY):
03/06/2016 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 350,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 129, Packet Page 444 UNDERTAKING.

Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion of penalty was waived:

THE FIRM WAS CENSURED, FINED $350,000 AND REQUIRED TO RETAIN AN INDEPENDENT CONSULTANT TO REVIEW AND SUGGEST REVISIONS TO ITS POLICIES, PROCEDURES, AND INTERNAL CONTROLS RELATING TO REPORTING DISCLOSURES ON FORM U4S FOR ITS REGISTERED REPRESENTATIVES. FINE PAID IN FULL ON MARCH 23, 2015.

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

WITHOUT ADMITTING OR DENYING THE ALLEGATIONS OR FINDINGS, VMC (AFFILIATE) AGREED TO THE IMPOSITION OF A CENSURE, A FINE IN THE AMOUNT OF $350,000, THE PRODUCTION OF A VMC RETAINED INDEPENDENT CONSULTANT'S REPORT, AND THE CERTIFICATION OF VMC'S IMPLEMENTATION OF THE IMPROVEMENTS OUTLINED IN THE INDEPENDENT CONSULTANT'S REPORT. VMC'S LETTER OF ACCEPTANCE, WAIVER AND CONSENT WAS ACCEPTED BY FINRA ON MARCH 6, 2015.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
CRD
Number:
106715 This advisory affiliate is a Firm an Individual
Registered: Yes No
Name: VANGUARD ADVISERS INC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 130, Packet Page 445 the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.

Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)

COMMONWEALTH OF PENNSYLVANIA, DEPARTMENT OF BANKING AND SECURITIES

2. Principal Sanction:

Other
Other Sanctions:

ADMINISTRATIVE ASSESSMENT

3. Date Initiated (MM/DD/YYYY):
10/10/2017 Exact Explanation
If not exact, provide explanation:

DATE INITIAL INQUIRY RELATED TO THIS MATTER WAS RECEIVED.

4. Docket/Case Number:
17-0077

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:

No Product
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

FROM FEBRUARY 2017 UNTIL DECEMBER 2017, VANGUARD ADVISERS, INC., DUE TO ADMINISTRATIVE ERROR, EMPLOYED AN INVESTMENT ADVISER

REPRESENTATIVE WHO, ALTHOUGH REGISTERED AS AN INVESTMENT ADVISER REPRESENTATIVE IN ARIZONA, WAS NOT REGISTERED AS AN INVESTMENT ADVISER REPRESENTATIVE IN PENNSYLVANIA.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Consent

11. Resolution Date (MM/DD/YYYY):
12/20/2017 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 23,480.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

AN ADMINISTRATIVE ASSESSMENT OF $23,480 WAS LEVIED AGAINST VAI. PAYMENT WAS MADE JANUARY 9, 2018.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 131, Packet Page 446

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

AN INVESTMENT ADVISER REPRESENTATIVE ("IAR") CHANGED HIS PERSONAL RESIDENCE FROM ARIZONA TO PENNSYLVANIA. AS A RESULT OF AN ADMINISTRATIVE ERROR, VANGUARD ADVISERS, INC. DID NOT IMMEDIATELY UPDATE HIS REGISTRATION TO REFLECT PENNSYLVANIA AS HIS NEW PLACE OF EMPLOYMENT. VANGUARD ADVISERS, INC. SELF IDENTIFIED THE ISSUE.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) FINANCIAL SUPERVISORY SERVICE ("FSS"), SOUTH KOREA

2. Principal Sanction:

Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 132, Packet Page 447 NONE

3. Date Initiated (MM/DD/YYYY):
06/18/2020 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:

CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 1076

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

N/A

6. Principal Product Type:

Equity Listed (Common & Preferred Stock)
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

THE SOUTH KOREAN FINANCIAL SUPERVISORY SERVICE CLAIMED THAT ON THREE OCCASIONS FROM 2018 TO 2019 THE VANGUARD GROUP, INC. ("VGI"), ENGAGED IN THE SALE OF TWO KOREAN-LISTED SECURITIES WITHOUT CORRESPONDING OWNERSHIP OF THE POSITIONS, A PRACTICE WHICH IS PROHIBITED UNDER SOUTH KOREAN LAW.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Decision & Order of Offer of Settlement

11. Resolution Date (MM/DD/YYYY):
09/24/2020 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 104,575.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

ON OCTOBER 12, 2020, $83,660 (KRW 96 MILLION) WAS ACCEPTED AS PAYMENT, WHICH REFLECTS A DISCOUNT FROM THE $104,575 (KRW 120 MILLION) ORIGINALLY SOUGHT.

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

ON SEPTEMBER 24, 2020, THE SOUTH KOREAN FINANCIAL SERVICES COMMISSION IMPOSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF $104,575 (KRW 120 MILLION) ON VGI, IN CONNECTION WITH THREE INSTANCES DURING 2018 AND 2019 IN WHICH VGI SOLD TWO KOREAN-LISTED SECURITIES WITHOUT CORRESPONDING OWNERSHIP OF THE POSITION, A PRACTICE WHICH IS PROHIBITED UNDER SOUTH KOREAN LAW.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 133, Packet Page 448 Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) FINANCIAL SUPERVISORY SERVICE ("FSS"), SOUTH KOREA

2. Principal Sanction:

Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):
02/03/2021 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:

CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 116

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:

Equity Listed (Common & Preferred Stock)
Other Product Types:

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 134, Packet Page 449

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

THE SOUTH KOREAN FINANCIAL SUPERVISORY SERVICE (FSS) CLAIMED THAT ON SEPTEMBER 27, 2019 THE VANGUARD GROUP, INC. ("VGI"), ENGAGED

IN THE SALE OF ONE KOREAN-LISTED SECURITY WITHOUT CORRESPONDING OWNERSHIP OF THE POSITION, A PRACTICE WHICH IS PROHIBITED UNDER SOUTH KOREAN LAW.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Decision & Order of Offer of Settlement

11. Resolution Date (MM/DD/YYYY):
12/22/2021 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 15,409.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

ON DECEMBER 22, 2021 $15,409 (KRW 18 MILLION) WAS SUBMITTED AS PAYMENT.

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

ON NOVEMBER 12, 2021, THE SOUTH KOREAN FINANCIAL SERVICES COMMISSION IMPOSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF $15,409 (KRW 18 MILLION) ON VGI, IN CONNECTION WITH ONE INCIDENT DURING 2019 IN WHICH VGI SOLD A KOREAN-LISTED SECURITY WITHOUT CORRESPONDING OWNERSHIP OF THE POSITION, A PRACTICE THAT IS PROHIBITED UNDER SOUTH KOREAN LAW.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

You (the advisory firm)
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 135, Packet Page 450 You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY ("BAFIN")

2. Principal Sanction:

Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):
05/11/2021 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:

WA 17-WP 3120-2021/0030

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:

Mutual Fund(s)
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

BAFIN CLAIMED THAT THE VANGUARD GROUP, INC. ("VGI") ERRED IN PERFORMING A TECHNICAL PROCESS FROM 2017 TO 2019, WHICH LED TO UNTIMELY VOTING RIGHTS NOTIFICATIONS FOR THREE POSITIONS IN CONNECTION WITH SECURITIES LENDING ARRANGEMENTS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Decision & Order of Offer of Settlement
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 136, Packet Page 451

11. Resolution Date (MM/DD/YYYY):
12/07/2021 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 376,996.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

ON DECEMBER 7, 2021 $376,996 (EUR 290,000) WAS ACCEPTED AS PAYMENT.

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

ON NOVEMBER 25 2021, BAFIN IMPOSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF $376,996 (EUR 290,000) ON VGI, RELATED TO A TECHNICAL ERROR IN FULFILLING VOTING RIGHTS NOTIFICATION OBLIGATIONS WITHIN THE PRESCRIBED PERIOD FOR THREE POSITIONS FROM 2017 THRU 2019.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
CRD
Number:
164593 This advisory affiliate is a Firm an Individual
Registered: Yes No
Name: VANGUARD GLOBAL ADVISERS,
LLC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 137, Packet Page 452 registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) FINANCIAL SUPERVISORY SERVICE ("FSS"), SOUTH KOREA

2. Principal Sanction:

Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):
02/03/2021 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:

CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 116

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:

Equity Listed (Common & Preferred Stock)
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

THE SOUTH KOREAN FINANCIAL SUPERVISORY SERVICE CLAIMED THAT ON MARCH 18, 2020 VANGUARD GLOBAL ADVISERS, LLC ("VGA"), ENGAGED IN

THE SALE OF ONE KOREAN-LISTED SECURITY WITHOUT CORRESPONDING OWNERSHIP OF THE POSITION, A PRACTICE WHICH IS PROHIBITED UNDER SOUTH KOREAN LAW.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Decision & Order of Offer of Settlement

11. Resolution Date (MM/DD/YYYY):
12/22/2021 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 19,177.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 138, Packet Page 453 B. Other Sanctions Ordered:

ON DECEMBER 22, 2021, $19,177 (KRW 22.5 MILLION) WAS SUBMITTED AS PAYMENT.

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

ON NOVEMBER 12, 2021, THE SOUTH KOREAN FINANCIAL SERVICES COMMISSION IMPOSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF $19,177 (KRW 22.5 MILLION) ON VGA, IN CONNECTION WITH ONE INCIDENT DURING 2020 IN WHICH VGA SOLD A KOREAN-LISTED SECURITY WITHOUT CORRESPONDING OWNERSHIP OF THE POSITION, WHICH IS A PRACTICE THAT IS PROHIBITED UNDER SOUTH KOREAN LAW.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,

11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:

11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)

11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)

11.E(1) 11.E(2) 11.E(3) 11.E(4)

11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):

If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE
CRD
Number:
282933 This advisory affiliate is a Firm an Individual
Registered: Yes No
Name: VANGUARD INVESTMENTS

AUSTRALIA LIMITED
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 139, Packet Page 454 the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.

Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II

1. Regulatory Action initiated by:

SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) FINANCIAL SUPERVISORY SERVICE ("FSS"), SOUTH KOREA

2. Principal Sanction:

Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):
02/24/2022 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:

CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 116

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:

Equity Listed (Common & Preferred Stock)
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):

THE SOUTH KOREAN FINANCIAL SUPERVISORY SERVICE CLAIMED THAT ON MARCH 31, 2020 VANGUARD INVESTMENTS AUSTRALIA LIMITED ("VIA"),

ENGAGED IN THE SALE OF TWO KOREAN-LISTED SECURITIES WITHOUT CORRESPONDING OWNERSHIP OF THE POSITIONS, A PRACTICE WHICH IS PROHIBITED UNDER SOUTH KOREAN LAW.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:

Decision & Order of Offer of Settlement

11. Resolution Date (MM/DD/YYYY):
02/24/2022 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)? Monetary/Fine Amount: $ 19,821.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

ON FEBRUARY 02/24/2022 ~ $ 19821 (KRW 24 MILLION) WAS SUBMITTED AS VOLUNTARY PAYMENT, A DISCOUNT FROM THE KRW 30 MILLION ORIGINALLY SOUGHT.

Attachment 2
Council Regular Meeting, 3/21/2023, Item No. 16., Item Page 140, Packet Page 455

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space provided).

ON FEBRUARY 24, 2022, THE FINANCIAL SERVICES COMMISSION IMPOSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF ~$ 19821 (KRW 24 MILLION) ON VIA, (A DISCOUNT FROM KRW 30 MILLION FOR VOLUNTARY PAYMENT) IN CONNECTION WITH ONE INCIDENT DURING 2020 IN WHICH VIA SOLD

TWO KOREAN-LISTED SECURITIES WITHOUT CORRESPONDING OWNERSHIP OF THE POSITIONS, WHICH IS A PRACTICE THAT IS PROHIBITED UNDER SOUTH KOREAN LAW.