CITY OF RICHMOND
STANDARD CONTRACT
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________
2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $____ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:
FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________
4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.
5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.
10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.
11. Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________ I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:
Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Attn:
Email: ________________________________________________ Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.
The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Contract No: ________ For the Contract between the City of Richmond and
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disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.
d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
Contract No: ________ For the Contract between the City of Richmond and
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c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.
The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under Contract No: ________ For the Contract between the City of Richmond and
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this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.
b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.
The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for Contract No: ________ For the Contract between the City of Richmond and
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.
Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Contract No: ________ For the Contract between the City of Richmond and
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.
Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,
2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
Contract No: ________ For the Contract between the City of Richmond and
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.
d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.
Contractor agrees to abide by the terms and conditions of said policies.
16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of Contract No: ________ For the Contract between the City of Richmond and
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Contract No: ________ For the Contract between the City of Richmond and
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT F
INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.
Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.
Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.
Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).
Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Printed Name: Title:
Signed: Date:
Business Entity:
MPF Investment Management Agreement – MPF 001 (Rev 5-25) Page 1 Investment Management Agreement
Meeder Public Funds
This Investment Management Agreement (“Agreement”) is effective as of the date executed by and between Meeder Public Funds, Inc. (“Meeder”), its applicable affiliates, and the undersigned account owner (“Client”).
1. Investment Management Services. Under this Agreement, Meeder provides discretionary investment management services for public entity clients in accordance with the terms of the applicable state investment code and investment policy.
2. Appointment. Client appoints Meeder as discretionary investment manager to manage the assets deposited in any account subject to the terms of this Agreement (“Account”). Meeder accepts the appointment as investment manager and shall invest, reinvest and manage the securities, cash and other assets of the Account as directed by Client and in accordance with the written investment objectives and any specific investment restrictions or limitations of the Client. Meeder shall provide advice only with respect to assets in the Account and shall have no responsibility for the actions or non- actions of predecessor investment advisors or for the management of assets other than the assets allocated to the Account.
3. Trading Authorization. Client grants Meeder discretionary trading authority and appoints Meeder as agent and attorney-in-fact with respect to investments in the Account. Meeder may direct the purchase, sale, exchange, conversion, delivery or other acquisition or disposition of securities and other investments in the Account and act on behalf of Client in all other matters incidental to the handling of Account investments, all without prior consultation with Client.
4. Custody. Meeder will not assume physical custody of the Account or any portion of it. Client shall establish a custodial account with a qualified custodian (“Custodian”). Client will receive from the Custodian account statements and confirmations identifying assets and transactions in the Account. All transactions will be consummated by payment to, or delivery by, the Custodian of all cash, securities and other assets due to or from the Account. The Custodian shall be responsible for investing any daily cash balances in the Account and Meeder will not exercise discretion to select sweep vehicles for the Account.
5. Investment Objectives and Restrictions. Client may provide Meeder with an Investment Policy Statement or other written directions setting forth the investment objectives and any specific investment restrictions or limitations which govern the Account. Meeder shall be entitled to rely on such guidelines , objectives and restrictions relating to the Account as it may receive from Client. It is Client’s responsibility to inform Meeder in writing of any modifications to these directions, which shall be given ten days in advance of any such change.
6. Brokerage. Unless otherwise directed, Meeder will place trades for the Account through such brokers or dealers as it may select. When selecting brokers, Meeder's primary consideration will be the broker's ability to provide best execution of trades and Meeder may consider the quality and reliability of the brokerage services, trade price and commission, as well as research and other services provided by the broker -dealers.
7. Trade Aggregation . Meeder may aggregate trades for multiple clients when, in the adviser’s judgment, aggregation is in the best interests of the clients involved. Orders are aggregated to facilitate best execution and each client participating in the aggregated transaction receives the same price and participation in such trade on a pro-rata basis. Where it is not possible to obtain the same execution price for all securities purchased or sold on an aggregated basis, Meeder will follow its trade allocation policy, which is designed to ensure that securities allocations are made in a fair and equitable manner.
8. Fees. For the services provided in accordance with this Agreement, Client will pay an investment advisor y
f
ee as indicated on Schedule A to this Agreement. Investment advisory fees do not include custody fees charged
EXHIBIT A
MPF Investment Management Agreement – MPF 001 (Rev 5-25) Page 2 by Client’s selected Custodian. Where Client has elected to have fees deducted, Client authorizes the Custodian to deduct fees from the Account and pay them to Meeder.
9. Promoter Arrangements. Meeder accepts Clients referred through unaffiliated third parties (“Promoters”) and may pay cash compensation for the endorsement of Meeder’s services, which provides the Promoter with an incentive to refer clients. Clients will not incur additional fees for being referred to Meeder by a Promoter. Clients that engage Meeder as their investment adviser following a referral by a Promoter will receive a written disclosure statement describing the nature and terms of the arrangement, including the amount payable to the Promoter.
10. Local Government Investment Pools . Where appropriate, Meeder may recommend the use of a Local Government Investment Pool (“LGIP”) in which Meeder or one of its affiliates earn advisory and/or administration fees. Assets placed in an LGIP are not included among eligible assets when calculating the investment advisory fee. Because Meeder or its affiliates receive fees in connection with programs we sponsor or recommend, use of these programs presents a conflict of interest. By investing in an LGIP, Client specifically consent s to the conflicts presented by such investment and payment of fees.
11. Custodial Sweep Vehicles. Where available, Meeder may recommend the use of the Meeder Government Money Market Fund as a v ehicle to sweep cash held in the custodial account for investment. Because Meeder’s affiliates earn advisory, transfer agency and administration fees for management of the Meeder Government Money Market Fund, recommendation of the fund as a sweep vehicle presents a conflict of interest .
Meeder charges investment advisory fees on the total market value of assets held in the custodial account, including sweep vehicles. By selecting the Meeder Government Money Market Fund, Client specifically consent s to the conflicts presented by such investment and payment of fees.
12. Third-Party Payments. Meeder or its affiliates receive compensation from unaffiliated third parties for endorsing or recommending certain financial products to its clients. This arrangement presents a conflict of interest because it provides Meeder with an incentive to solicit and secure participation in the program. Asset-based advisory fees are not charged for assets invested in products that pay indirect compensation to Meeder.
13. Proxy Voting. Meeder does not accept or assume authority to vote proxies for its public fund clients.
Clients will receive their proxies or other solicitations directly from their Custodian. Client agrees that Meeder will not advise or act for Client in any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Account or the issuers of such securities.
14. Electronic Delivery. Client consents to electronic delivery of all documents from Meeder, including but not limited to a copy of the executed Agreement, statements, confirmations, Meeder’s Form ADV Part 2 and amendments thereto , and other general communications delivered to Client’s electronic mail address of record.
Delivery of communications to Clients in this fashion will be deemed effective unless Meeder is notified otherwise.
Client is responsible for maintaining an accurate and up to date email address and to ensure that Client at all times has the ability to receive communications directed in this manner.
15. Confidentiality. All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as otherwise required by law or as agreed to in writing by Client . Notwithstanding the foregoing, Client consents to the use of Client's name in sales and marketing material used by Meeder or its affiliates solely for the purpose of identifying the Client as an investment advisory client.
16. Services to Other Clients . Client understands that Meeder serves as investment adviser for other clients and will continue to do so. Client also understands that Meeder, its personnel and affiliates ("Affiliated Persons") may give advice or take action in performing their duties to other clients, or for their own accounts, that differ from advice given to or action taken for Client. Meeder is not obligated to buy, sell or recommend for Client any security or other investment that Meeder or its Affiliated Persons may recommend for any other client or their own accounts.
17. Meeder’s Representations. Meeder represents that it is a registered investment adviser under the Investment Advisers Act of 1940.
MPF Investment Management Agreement – MPF 001 (Rev 5-25) Page 3
18. Client’s Representations . Client represents and acknowledges that: (i) Client is the sole owner of th e A
ccount assets and has full power and authority to enter into this Agreement and to commit the assets to Meeder's management and supervision; (ii) that the person signing this Agreement on behalf of Client is authorized and empowered to establish accounts and commit the assets to Meeder's management and supervision on the entity’s behalf; (iii) Client has received Meeder's current Form ADV, Part 2A and B ; and ( iv) Client has received a copy of Meeder's Privacy Policy.
19. Term. This Agreement may be terminated by either party for any or no reason upon delivery by first class U.S. mail, postage prepaid, or delivery by hand, of a written “Notice of Termination” to the other party at least thirty (30) days prior to the date of the intended early termination of this Agreement. Termination of this Agreement will not affect the status, obligations or liabilities of the parties to this Agreement that arose prior to such termination.
20. Limitation of Liability . Except for negligence, malfeasance or violation of applicable law, neither Meeder nor its officers, directors or employees shall be liable to Client for any action performed, or omitted to be performed , or for any errors of judgment in managing the Account. Nor shall Meeder be liable to Client for any act or failure to act by any other third party. The federal securities laws impose liabilities under certain circumstances on persons even when they act in good faith and nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws.
21. Assignment. This Agreement may not be assigned by either party without the consent of the other party.
Meeder will provide Client at least thirty (30) days prior written notice of any proposed assignment, and Client’s consent will be presumed unless Client notifies Meeder otherwise in writing prior to the date of the assignment indicated on the notice.
22. Amendment. This Agreement may be amended by Meeder with thirty (30) days prior written notice to Client and may be amended immediately upon notice to the extent reasonably required to satisfy federal or state regulatory requirements.
23. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio without giving effect to any conflict or choice of law provisions of that State.
24. Severability. If any provision of this Agreement is or should become inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, the provision will be deemed to be rescinded or modified in accordance with any such law or rule. In all other respects, this Agreement will continue and remain in full force and effect.
25. Affiliates. To the extent necessary to carry out the terms of this Agreement, any named affiliate of Meeder shall be deemed to be a party to the Agreement for that purpose.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or agents to become effective as of the day and year first written below.
MEEDER PUBLIC FUNDS, Inc. CITY OF RICHMOND
BY BY
TITLE TITLE
SIGNATURE SIGNATURE
DATE DATE
MPF Investment Management Agreement – MPF 001 (Rev 5-25) Schedule A Meeder Public Funds
Schedule of Fees
This schedule sets forth the standard annual investment advisory fee applicable to the Account under this Agreement. The schedule is tiered and each tier of assets under management will be assessed at the rate set forth in the schedule.
Investment advisory fees are subject to a minimum fee of $1 5,000 per year, inclusive of any discounts and credits, prorated based on the billing cycle, and payable for each billing period in which assets do not meet the stated minimum. Fees are calculated and billed monthly in arrears based on the value of the securities, cash and other assets in the account at the end of the billing period. Unless otherwise agreed, fees are deducted directly from the Account. For clients that utilize Meeder’s Preferred Custodian, fees may be credited an amount equal to the custodial fee up to a maximum annual credit of 0.01% and subject to the applicable minimum fee.
Operating Funds
Assets Under Management Annual Advisory Fee
0.08%
0.05%
0.03%
Up to $50,000,000
$50,000,000 - $100,000,000
Over $100,000,000
4/2020
DOMESTIC MARKET VALUE FEES: 0.75 BPS
CUSTODY SERVICES
■ S afekeeping of assets
■ Transaction settlement
■ Automated Cash Management (ACM) (Sweep)
■ Online account access
■ C orporate action processing
■ Proxy distribution
■ Securities pricing
■ Consolidated accounting & reporting
ITEMIZED FEES
■ Domestic trades ■ Included
■ Mutual funds transactions ■ Included
■ Security holding fees ■ Included
■ Cash receipts and disbursements ■ Included
S ERVICE AND F EE A SSUMPTIONS
■ The above description of custody services is provided for convenience only. For a complete description of services that USBNA expects to provide to the Account, see the Account’s governing custody agreement. In the event of any inconsistency between the above description and such agreement, such agreement prevails with respect to the powers, rights, and duties of USBNA.
■ Market value fees are calculated on the average daily balance and charged to the Account monthly. ■ The Account does not hold plan or IRA assets.
■ USBNA does not have discretion to invest the Account’s assets and does not provide recommendations on acquiring, holding, disposing of, or exchanging such assets or selecting investment advisers or managers with respect thereto. The Investment Adviser has sole discretion to invest the Account’s assets and is (i) registered as an investment adviser with the U.S. Securities and Exchange Commission or state securities agency where it has its principal place of business or (ii) acting in a fiduciary capacity under 12 CFR Part 9 or state law. ■ T he sweep vehicle designated for the Account is a fund sponsored by a USBNA affiliate or is a USBNA deposit. ■ USBNA may amend this Fee Schedule by delivering an amended and restated Fee Schedule or another written notice to the Account’s owner (the “Customer”). Such amendment will be effective thirty (30) calendar days after such delivery. ■ The Customer acknowledges that the Customer (i) has received, read, and understands USBNA’s Mutual F und C
ompensation Disclosure and a fully-executed copy of the Account’s governing custody agreement and (ii) may contact the Customer’s Relationship Manager at USBNA regarding that disclosure and agreement, this Fee Schedule, and any transaction reflected on an Account statement.
■ For global accounts, proxy out of pocket fees are assessed to the account at the then current rate.
The Client hereby executes this Fee Schedule as of this _______ day of __________________, 20_____.
C
lient: _______________________________________________________ By: _______________________________________________________ (Signature of Client’s authorized signer)
_ ______________________________________
(Printed name of Client’s authorized signer)
Its: _ ______________________________________
(Title of Client’s authorized signer)
FEE SCHEDULE FOR CLIENTS OF: MEEDER INVESTMENT MANAGEMENT
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Custody Account Application — Institution — CIP Exempt
US Bank Custody Account 6/2020- MEEDER Personal
Please return the following: • Signed application • Copy of formation document (i.e., Inc. = articles of incorporation, non-profit = Form 990) • Copy of government issued photo ID for authorized signers and beneficial owners (see page 3) • Signed fee schedule • Transfer authorization form (if applicable)
Return to: [email protected]
Please complete every section.
NAICS Code:
Designated Agent
(Advisor Name)
www.census.gov/eos/www/naics
(T o be used for disbursement authorization, see agreement section) (Cannot be a PO Box)
Entity Name
Account title (If different than name above)
Address
City, State, Zip
Tax I.D.
Account Owner Information
Phone number (required):
Are there other DBA or trade names used for the same legal entity? YES NO If YES, please provide names:
What is the ownership structure of the entity?
Majority Owned by Government (Provide website address):
Federally or State Regulated Domestic Financial Institution (Provide regulator):
Publicly Traded on a Domestic Exchange (Provide Ticker Symbol):
Customer Background and Anticipated Activity
Information in this section is required to establish a baseline for account background and anticipated activity. This information is used primarily to detect suspicious activity. Your account activity is not bound to estimates provided.
1. Primary function of the Entity. (Provide specific information about the entity’s business activites).
2. Purpose of the account. (Please provide the reason the Customer is establishing the custody account).
3. Entity’s annual revenue. ($)
4. Entity’s primary source of revenue.
1. Customer is a U.S. Citizen, U.S. Resident Alien or an entity principally registered in the U.S.: YES NO If NO, please submit a W-8 BEN and state the Customer’s country of residence or principal registration:
(Note: If no is marked and a W-8 is provided the IRS section on pg. 5 does not apply)
2. Is the entity headquartered outside the United States? YES NO If YES, what country is it located in:
3. Are there physical locations or business addresses for the entity outside the U.S. YES NO If YES, list addresses:
Exempt payee code (if any)
(see bottom of page 3 for code listing)
Check appropriate box for federal tax classification:
Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Other (see instructions)Government
Meeder Investment Management
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Tax Lot Methods
For the purpose of complying with Internal Revenue Service regulations requiring cost basis reporting, please select the tax lot selection method for the Account. Bank recommends that Customer consult with Customer’s tax advisor if Customer is unsure of the option that is best for them. Minimize Gain - Shares are sold from tax lots having the highest per unit federal tax cost with a holding period of more than one year. First In First Out (“FIFO”) – Shares are sold from tax lots having the earliest federal tax acquisition date. Last In First Out (“LIFO”) – Shares are sold from tax lots having the most recent federal tax acquisition date. Highest Federal Cost First Out (“HIFO”) – Shares are sold from tax lots having the highest federal tax cost per share. Lowest Federal Cost First Out (“LOFO”) – Shares are sold from tax lots having the lowest federal tax cost per share. Specify Tax Lot – Shares are sold from tax lots that you specify. Average Federal Tax Cost – Shares are sold across all tax lots using the average cost. If the Account holds investments for which this method is not permitted, the FIFO default method will be used, unless Bank is directed otherwise. Maximize Gain - Shares are sold from tax lots having the lowest per unit federal tax cost.
If Customer does not specify a particular tax lot or method above, Customer acknowledges that the FIFO method will be used. If Customer wishes to use a tax lot selection method that is different from what is selected above, on an individual investment or transaction basis, Customer may make that selection when executing the trade.
6. From where will initial funding for this account originate (Answer all that apply):
Domestic predecessor bank trustee or custodian: name of institution Domestic predecessor broker/dealer custodian: name of institution Foreign predecessor bank or broker/dealer: name of institution Additional Investors
Initial funding - no existing assets held elsewhere
Other
8. Method of initial and ongoing funding for this account to be transmitted by (Check all that apply):
Wire transfer Transfer from existing U.S. Bank Account Check(s) In-kind transfer from predecessor custodian or trustee Foreign wire transfer Other
Customer Background and Anticipated Activity (cont.)
5. Entity’s source of funds for initial and future funding (if any) (Check all that apply):
Charitable donation or gifts Corporate assets or investments Other:
Group savings and/or investments
Earnings from profession or business Sale of business Insurance proceeds 0-10 11-50 51-100 100 +
$0-$5,000 $20,001- $50,000 $5,001- $10,000 $10,001- $20,000 $50,001- $100,000 $100,001- $500,000 $500,001+
Wire Check
ACH Transfer to another U.S. Bank account
9. Transactions
a) Anticipated number of cash transactions in and out of the account, per year:
b) Anticipated dollar range of cash transactions:
c) Method of disbursements. Check all that apply.
d) Will any disbursements be sent outside the United States? If YES, please list countries:
0-10 11-50 51-100 100 +
$0-$5,000 $20,001- $50,000 $5,001- $10,000 $10,001- $20,000 $50,001- $100,000 $100,001- $500,000 $500,001+
10. Trading
a) Anticipated number of trades in and out of the account, per year:
b) Anticipated dollar range of trade transactions:
YES NO
7. From where will ongoing funding for this account originate (Answer all that apply):
Domestic predecessor bank trustee or custodian: name of institution Domestic predecessor broker/dealer custodian: name of institution Foreign predecessor bank or broker/dealer: name of institution Additional Investors
Other
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Shareholder Communications Act Election
Under the Shareholder Communications Act of 1985, as amended, Bank must try to permit direct communications between a company that issues a security held in the Account (the “Securities-Issuer”) and any person who has or shared the power to vote, or the power to direct the voting of, that security (the “Voter”). Unless the Voter registers its objection with Bank, Bank must disclose the Voter’s name, address, and securities positions held in the Account to the Securities-Issuer upon the Securities-Issuer’s request (“Disclosure”).
To the extent that Customer is the Voter, Customer hereby (i) acknowledges that failing to check one and only one line below will cause Customerto be deemed to have consented to Disclosure, and (ii) registers their:
Consent to Disclosure Objection to Disclosure
Sweep Designation
To the extent Bank has received no investment direction for cash, commonly referred to as uninvested cash, Bank will use such Assets to purchase the following (check only one):
(Bank List:IAS) CUSIP:
Class Z
U.S. Bank Liquidity Plus
U.S. Bank Non-Interest- Bearing Deposit
Other
First American Government Obligations Fund
Other Mutual Fund's Ticker Symbol (Consult with Designated Agent to see what options may be available) For terms, conditions, and disclosures relating to the end-of-day cash sweep options above, see the Agreement below.
If the foregoing does not designate one and only one sweep investment option (or there is (a) incomplete information in “Other”, or (b) a sweep designation that the Designated Agent and Bank have not established as an option for your Account) then Customer is deemed to have designated the U.S. Bank Liquidity Plus sweep.
The Designated Agent can change the sweep designation at any time by providing such direction to Bank. Changes to sweep designations may result in changes to account fees; consult the Fee Schedule and the Designated Agent for further information.
The following codes identify payees that are exempt from backup withholding:
1 – An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)
2 – The United States or any of its agencies or instrumentalities 3 – A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities 4 – A foreign government or any of its political subdivisions, agencies, or instrumentalities 5 – A corporation
6 – A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 7 – A futures commission merchant registered with the Commodity Futures Trading Commission 8 – A real estate investment trust
9 – An entity registered at all times during the tax year under the Investment Company Act of 1940 10 – A common trust fund operated by a bank under section 584(a) 11 – A financial institution
12 – A middleman known in the investment community as a nominee or custodian 13 – A trust exempt from tax under section 664 or described in section 4947 4 of 24
Phone Number
Statement Frequency: Monthly Quarterly Annually Delivery Method: Print Online Print and Online Email
City, State Zip
Name
Statements and Online Access
U.S. Bank offers online access to your account. Please provide the following information for those who require online access.
Bank will furnish each Statement Recipient with (i) an Account statement with the frequency designated below (or as subsequently agreed upon by Bank and Customer) within thirty (30) calendar days after the end of the reporting period and (ii) a final Account statement within thirty (30) calendar days after Bank has transferred all Assets from the Account as provided under this Agreement. Such Account statements will reflect Asset transactions during the reporting period and ending Asset holdings. To the extent Customer has established an account in Bank’s on-line portal and granted access thereunder to Statement Recipients, Bank will furnish such Account statements by way of such system. If no frequency is so designated or agreed upon, Customer shall be deemed to have designated “Monthly”. If Annually is the only frequency selected, client will also receive Quarterly statements.
Existing PIVOT ID
Phone Number
Statement Frequency: Monthly Quarterly Annually Delivery Method: Print Online Print and Online Email
Address City, State Zip
Name
Existing PIVOT ID
Phone Number
Statement Frequency: Monthly Quarterly Annually Delivery Method: Print Online Print and Online Email
Address City, State Zip
Name
Existing PIVOT ID
Address
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Agreement and Signature
By signing this Application, I hereby:
a) acknowledge receipt of a copy of this Application, and the Custody Agreement b) acknowledge that the Custody Agreement is incorporated herein by reference c) agree to the terms and conditions of this application and Custody Agreement d) acknowledge that Non-deposit investment products are not insured by the FDIC, are not deposits or other obligations of or guaranteed by U.S. Bank National Association or its affiliates, and involve investment risks, including possible loss of the principal amount invested e) agree to disclose to Bank if Customer is or becomes a “senior political figure, immediate family member or close associate of a senior political figure” (as defined below), during the duration of the Custody Agreement.
A “senior political figure” is a domestic or foreign senior official in the executive, legislative, administrative, military or judicial branches of a government (whether elected or not), a senior official of a major political party, or a senior executive of a government-owned corporation. In addition, a senior political figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a senior political figure. • “Immediate family” of a domestic or foreign senior political figure typically includes the figure’s parents, siblings, spouse, children, and in-laws. • A “close associate” of a domestic or foreign senior political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior political figure, and includes a person who is in a position to conduct domestic and international financial transactions on behalf of the senior political figure..
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person; and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions.
You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN.
Signer’s Name (please print)
Signature
Title (please print) Date
To Be Completed By U.S. Bank
Signer’s Name (please print) Signature
Title (please print) Date
Authorized Signers
Authorized Individuals – Pursuant to Section 11 of the Custody Agreement, Customer hereby authorizes the following individuals to act on Customer’s behalf.
Name/Title Signature
Name/Title Signature
Name/Title Signature
Name/Title Signature
Custody Agreement- CIP Exempt
This Custody Agreement (the “Agreement”) is between the entity appearing as Customer on the Application above (the “Customer” ), and U.S. Bank National Association, a national banking association organized under the laws of the United States with offices in Minneapolis, Minnesota (“Bank”).
The parties hereby agree as follows:
SECTION 1: DEFINITIONS
1.1 “Account” means (i) the custody account established in the name of Customer and maintained under this Agreement for the Assets (as defined below) and (ii) where the context requires, one or more Sub-accounts (as defined below).
1.2 Accounting Standards” means Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurement, or Governmental Accounting Standards Board (GASB) Codification Statement No. 72, Fair Value Measurement and Application.
1.3 “Assets” means the securities, cash, and other property Customer deposits, or causes to be deposited, from time to time under this Agreement; investments and reinvestments thereof; and income thereon, as provided herein.
1.4 “Cash-flow Analysis” means a periodic written analysis of Customer’s cash-flow history, short-term financial needs, long-term financial needs, expected levels and timing of deposits, expected levels and timing of distributions, liquidity needs (including but not limited to the anticipated liquidity required to make distributions), ability to provide future funding, and other significant information which could affect cash-flow or the exercise of discretion to manage the Assets.
1.5 “CFR” means the Code of Federal Regulations.
1.6 “Client-controlled Asset” means an asset that is neither registered in the name of Bank or Bank’s nominee nor maintained by Bank at a Depository (as defined below) or with a sub-custodian nor held by Bank in unregistered or bearer form or in such form as will pass title by delivery.
1.7 “Code” means the Internal Revenue Code of 1986, as amended.
1.8 “Depository” means any central securities depository (such as the DTC), international central securities depository (such as Euroclear Bank SA/NV), or Federal Reserve Bank.
1.9 “DTC” means the Depository Trust Company.
1.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.11 “Guidelines” means the written investment objectives, policies, strategies, and restrictions for the Account (or for any Sub-accounts therein), including but not limited to proxy-voting guidelines, as amended from time to time
1.12 “Harm” means claims, costs, damages, delayed payment or non-payment on Assets sold, expenses (including attorneys’ and other professional fees), fines, interest, liabilities, losses, penalties, stockholders’ assessments (asserted on account of asset registration), and taxes.
1.13 “Indemnified Person” means Bank and its affiliates, and their officers, directors, employees, agents, successors, and assigns.
1.14 “
Investment Advice” means a recommendation, or a suggestion to engage in or refrain from taking a particular course of action, as to (i) the advisability of acquiring, holding, disposing of, or exchanging any Asset or any securities or other investment property or (ii) the Guidelines, the Cash -flow Analysis, the composition of the Account’s portfolio, or the selection of persons to provide investment advice or investment management services with respect to the Assets.
1.15 “Investment Company Act” means the Investment Company Act of 1940, as amended.
1.16 “IRS” means the Internal Revenue Service.
1.17 “Legal Action” means any freeze order, garnishment, levy, restraining order, search warrant, subpoena, writ of attachment or execution, or similar order relating to the Account.
1.18 “Messaging System” means any financial -messaging system, network, or service acceptable to Bank, such as the Society for Worldwide Interbank Financial Telecommunication messaging system.
1.19 “Plan-assets Vehicle” means an investment contract, product, or entity that holds plan assets (as determined pursuant to ERISA Sections 3(42) and 401 and 29 CFR Section 2510.3-101).
1.20 “SEC” means the United States Securities and Exchange Commission.
1.21 “State” means the State of Minnesota.
1.22 “Statement Recipient” means Customer and anyone else Customer so designates.
1.23 “Sub-account” means a separate portion of the Account. 6 of 24
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SECTION 2: APPOINTMENT AND ACCEPTANCE
2.1 Customer appoints Bank to provide custody services in connection with the Assets. Bank hereby agrees to hold the Assets in the Account, upon the terms and conditions set forth below.
2.2 Establishment of Account.
2.2.1 Customer hereby deposits Assets, or causes Assets to be deposited, with Bank.
2.2.2 Customer hereby represents, warrants, and covenants as follows, and Bank may resign immediately if Customer breaches of any such representation, warranty, or covenant:
2.2.2.1 Customer holds good and valid legal title to all Assets.
2.2.2.2 None of the Assets is (i) an asset of any “plan” as defined in ERISA Section 3(3); any “plan” as defined in Code Section 4975(e)(1); any Plan-assets Vehicle; or any plan or entity not otherwise within the foregoing definitions that is subject to similar restrictions under federal, state, or local law; (ii) subject to SEC Rule 15c3-3; U.S. Commodity Futures Trading Comm ission Rules 1.20, 22.5, or 30.7; or any similar rule or regulation; or (iii) subject to a public -deposits, public-funds, or other State law that would require Bank to set aside any direct government obligations, government-guaranteed obligations, surety bonds, letters of credit, or other assets as security, regardless of the type or amount of capital of Bank, the amount of public deposits held by Bank, or the extent to which the Assets are not insured by the Federal Deposit Insurance Corporation or exceed federal deposit insurance limits.
2.2.2.3 Customer is neither (i) an “investment company” that is subject to registration with the SEC under the Investment Company Act, (ii) an “investment company” that is not subject to such registration pursuant to Section 3(c) thereof, (iii) an insurer, nor (iv) a reinsurer.
2.2.2.4 Customer is not a trustee of, and has no duty to engage a trustee for, the Assets.
2.2.3 As directed by Customer, Bank will establish one (1) or more Sub-accounts and allocate Assets among Sub-accounts. Customer hereby covenants not to direct Bank to establish any Sub-account for the benefit of any entity having a different tax identification number than Customer and acknowledges that each Sub-Account will have the same tax identification number as Customer.
2.2.4 Bank will keep the Assets (other than deposits at Bank) separate and apart from the assets of Bank.
SECTION 3: BOOKS, RECORDS, AND ACCOUNTS
3.1 Bank shall maintain proper books of account and complete records of Assets and transactions in the Account.
3.2 On at least five business days advance written notice, Bank shall permit Customer and Customer’s independent auditors to inspect during Bank’s regular business hours any books of account and records of Assets and transactions in the Account.
SECTION 4: ASSET DELIVERY, TRANSFER, CUSTODY, AND SAFEKEEPING
4.1 Customer will from time to time deliver, or cause to be delivered, Assets to Bank. Bank shall receive and accept such Assets for the Account upon directions from Customer.
4.2 Customer has designated the frequency of Account statements in the Application.
4.3 Except to the extent that Customer and Bank have entered into a separate written agreement that expressly makes Bank an investment manager of the Assets, the Account statements described above (including their timing and form) serve as the sole written notification of any securities transactions effected by Bank for the Account. Even so, Customer has the right to demand that Bank provide written notification of such transactions pursuant to 12 CFR Sections 12.4(a) or (b) at no additional cost to Customer.
4.4 Bank shall forward to any person authorized under this Agreement to direct the purchase or sale of an Asset information Bank receives with respect to the Asset concerning voluntary corporate actions (such as proxies, redemptions, or tender offers) and mandatory corporate actions (such as class actions, mergers, stock dividends, or stock splits).
4.4.1 Notwithstanding anything herein to the contrary, Bank will, without providing notice, (i) cause Assets to participate in any mandatory exchange transaction that neither requires nor permits approval by the owner of the Assets and (ii) file any proof of claim received by Bank during the term of this Agreement regarding class -action litigation over a security held in the Account during the class - action period, regardless of any waiver, release, discharge, satisfaction, or other condition that might result from such a filing.
4.5 Upon receipt of directions from Customer, Bank shall return Assets to Customer, or deliver Assets to such location or third party as such directions may indicate, provided that in connection therewith it is the sole responsibility of Customer to provide any transfer documentation as may be required by the applicable Depository or third party recipient. Bank shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any Assets, except as provided herein or pursuant to such directions. 8 of 24
SECTION 5: POWERS OF BANK
In the performance of its duties under this Agreement, Bank shall have the power to:
5.1 Make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any or all other instruments that may be necessary or appropriate to the proper discharge of its duties under this Agreement.
5.2 Hire service providers (including, but not limited to, attorneys, depositories, and sub-custodians) to assist Bank in exercising Bank’s powers under this Agreement, including any service provider that is affiliated with Bank.
5.3 Perform other acts necessary to the proper discharge of its duties under this Agreement.
5.4 Hold Assets un-invested pending cash investment, distribution, resolution of a dispute, or for other operational reasons and to deposit the same in an interest-bearing or noninterest-bearing deposit account of Bank, notwithstanding any sweep direction for the Account or Bank’s receipt of “float” income from such un-invested cash.
5.5 As directed by Customer, bring, defend, or settle lawsuits involving the Account or the Assets at the sole expense of the Account.
5.6 Withhold delivery or distribution of Assets that are the subject of a dispute pending final adjudication of the dispute by a court of competent jurisdiction.
5.7 Distribute Assets as set forth herein.
5.8 Safe-keep Assets as set forth herein.
5.9 Register any Asset in the name of Bank or Bank’s nominee or to hold any Asset in unregistered or bearer form or in such form as will pass title by delivery, provided that Bank’s records at all times show that all such assets are part of the Account.
5.10 Maintain Assets that are (i) book -entry securities at any Depository or with any sub- custodian and to permit such Assets to be registered in the name of Bank, Bank’s nominee, the Depository, the Depository’s nominee, the sub- custodian, or the sub- custodian’s nominee and (ii) physical securities at Bank’s office in the United States and in a safe place.
5.11 Collect all income, principal, and other distributions due and payable on Assets. If Customer directs Bank to search the DTC’s Legal Notice System for notice that a particular Asset is in default or has refused payment after due demand, then Bank will conduct such a search and notify Customer of any such notice Bank finds therein.
5.12 E xchange foreign currency into and out of United States dollars through customary channels, including Bank’s foreign exchange department.
5.13 Pledge the Account or any Asset as provided in any separate written control agreement among Customer, Bank, and any secured party identified therein.
5.14 Advance funds or securities in furtherance of settling securities transactions and other financial-market transactions under this Agreement.
SECTION 6: PURCHASES
6.1 Upon the receipt of directions from Customer, Bank shall settle Customer’s purchases of securities on a contractual settlement basis.
For the purposes of §9-206 of the Uniform Commercial Code, Customer acknowledges that its legal obligation to pay the purchase price to Bank for such purchases arises immediately at the time of the purchase. Customer hereby covenants and agrees that (i) it shall not instruct Bank to sell any Asset until such Asset has been fully paid for by Customer, and (ii) Customer shall not engage in any practice whereby Customer relies on the proceeds from the sale of an Asset to pay for the earlier purchase of the same Asset.
SECTION 7: SALES
7.1 Upon receipt of directions from Customer, Bank will deliver Assets held by it as Bank under this Agreement and sold by or for Customer against payment to Bank of the amount specified in such directions in accordance with the then current securities industry practices and in form satisfactory to Bank. Customer acknowledges that the current securities industry practice for physical securities is for physical delivery of such securities against later payment on delivery date. Bank agrees to use commercially reasonable efforts to obtain payment therefor during the same business day, but Customer confirms its sole assumption of all risks of payment for such deliveries. Bank assumes no responsibility for the risks of collectability of checks received for the Account.
SECTION 8: SETTLEMENTS
8.1 Bank shall provide Customer with settlement of all purchases and sales of Assets in accordance with Bank’s instruction-deadline schedule provided that Bank has all the information necessary and the Account has all the Assets necessary to complete the transaction.
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8.2 To avoid a deficiency in the Account, if the Account does not have sufficient funds to pay for an Asset, Customer covenants and agrees that (i) it shall not initiate any trade without sufficient Assets to settle such trade, and (ii) Customer shall not n otify any third party that Bank will settle the purchase of an Asset. Customer covenants and agrees that it will not allow or direct anyone else to act contrary to (i) and (ii) above.
8.3 Bank shall not be liable or responsible for or on account of any act, omission, default, or insolvency of any broker, bank, trust company, person, or other agent designated by Customer to purchase or sell securities for the Account.
SECTION 9: VALUATION; CLIENT-CONTROLLED ASSETS
9.1 For purposes of reporting the value of an Asset on an Account statement:
9.1.1 Bank will report a value that is (i) provided to Bank by a third-party pricing vendor or (ii) readily determinable on an established market, if such value is available to Bank when preparing the statement.
9.1.2 If such value is unavailable, Customer will, upon Bank’s request, direct Bank as to the value; Bank will then report such val ue.
Absent such a direction, Bank will report the most recent value that Bank received from the Asset’s broker, fund accountant, general partner, issuer, investment manager, transfer agent, or other service provider (commonly known as a pass-through price).
9.1.2.1 To the extent the value of an Asset is so reported, Customer hereby represents and warrants as follows: (i) Customer received, read, and understood any governing documents (such as a limited liability company agreement, limited partnership agreement, trust agreement, or declaration of trust), offering documents (such as a fact sheet, offering circular, offering memorandum, private placement memorandum, prospectus, or summary description), and subscription documents (such as an adoption agreement or subscription agreement) for the Asset; understands the Asset’s eligibility requirements, fees and expenses, transfer and withdrawal limitations, type, category, issuer, objectives, principal strategies and risks, current underlying investments, and the identity of the Asset’s administrator, investment advisor, auditor, and other service providers (and any affiliations among them) and the services they provide, respectively, to the Asset and the compensation they receive therefor. (ii) Such value reflects such documents, investment-related information, service-provider information, and fee-and-expense information.
9.1.2.2 Customer covenants and agrees that it will under no circumstances provide Bank with a security issued by Customer or Customer’s affiliates, or direct Bank to purchase a security issued by Customer or Customer’s affiliates, unless the value of such security is readily determinable on an established market.
9.1.3 Customer hereby acknowledges that Bank is performing a routine, ministerial, non- discretionary valuation function; that the reported value might be neither fair market value nor fair value (under Accounting Standards or applicable law); and that the reported value is not a substitute for (i) investigating the Asset’s value in connection with a decision to acquire, hold, dispose of, or exchange any securities or other investment property; (ii) obtaining and ensuring the reliability of an independent third-party appraisal with respect to such a decision; or (iii) obtaining Investment Advice.
9.1.4 U
pon Customer’s request, Bank will provide Customer with information about Bank’s pricing sources and methodologies.
9.2 Customer may direct Bank from time to time to include in the Account statements specific Client-controlled Assets that are registered in the name of Customer. In such a case, Bank has the right to exclude such assets from the Account statements or to include them with a notation about control. To the extent Bank includes them, Customer hereby acknowledges that:
9.2.1 Customer is responsible for reviewing (i) the Account statements to ensure that they include notations about the control of each such asset and (ii) any third-party reports made accessible by Bank to ensure that they do not inaccurately identify the holder of any such assets;
9.2.2 Bank is not responsible for performing any duties under this Agreement (other than statement-reporting duties, as limited herein) with respect to such assets, and Customer assumes all such duties.
9.2.3 When furnishing Account statements or making third-party reports accessible, Bank may rely on information provided by Customer or by Customer’s agents, affiliates, or representatives with respect to such assets (including, but not limited to, information on the units, value, or marketability of such assets) without questioning the information. To that end, Customer will cause each holder of such assets to provide Bank with a copy of such holder’s periodic Customer account statements with respect to such assets.
9.2.4 Such assets are subject to the Fee Schedule between Customer and Bank.
SECTION 10: LIMITATIONS ON DUTIES
10.1 Customer hereby acknowledges that Bank does not provide any services under this Agreement (i) in a “fiduciary capacity” within the meaning of 12 CFR Section 9.2(e) or (ii) as a “fiduciary” as such term may be defined in State law or otherwise. 10 of 24
10.2 The duties of Bank will be strictly limited to those set forth in this Agreement, and no implied covenants, duties, responsibilities, representations, warranties, or obligations shall be read into this Agreement against Bank. Without limiting the generality of the foregoing, Bank shall have no duty to:
10.2.1 Evaluate or to advise anyone of the prudence, suitability, or propriety of action or proposed action of Customer in any particular transaction involving an Asset or the suitability or propriety of retaining any particular investment as an Asset; review, qu estion, approve, or make inquiries as to any investment directions received under this Agreement; or review the securities or other property held in the Account with respect to prudence or diversification.
10.2.2 Act as trustee of the Assets.
10.2.3 Act as custodian of any assets other than the Assets.
10.2.4 Act as investment manager of the Assets, except to the extent the Assets are subject to Bank’s discretion to manage under a separate written investment-management agreement (if any).
10.2.5 Provide Investment Advice.
10.2.6 Determine, monitor, or collect any contributions to the Account or monitor compliance with any applicable funding requirements.
10.2.7 Inspect, review, or examine any Client -controlled Asset or governing, offering, subscription, or similar document with respect thereto, to determine whether the asset or document is authentic, genuine, enforceable, properly signed, appropriate for the represented purpose, is what it purports to be on its face, or for any other purpose, or to execute such document, regardless of whether Bank has physical possession of such asset or document.
10.2.8 (i) Collect any income, principal, or other distribution due and payable on an Asset if the Asset is in default or if payment is refused after due demand or (ii) except as expressly provided herein, to notify Customer in the event of such default or refusal.
10.2.9 Provide notice of, or forward, mini- tenders (which are tender offers for less than 5% of an outstanding equity or debt issue) for any equity issue or, if any of the following is true, for any debt issue: The debt is not registered with the SEC. The debt issue has a “first received, first buy” basis with no withdrawal privilege and includes a guarantee of delivery clause. Or, the tender offer includes the statement that “the purchase price includes all accrued interest on the note and has been determined in the sole discretion of the buyer and may be more than or less than the fair market value of the notes” or similar language.
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uestion whether any direction received under this Agreement is prudent or contrary to applicable law; to solicit or confirm directions; or to question whether any direction received under this Agreement by email or Messaging System, or entered into Customer’s account in Bank’s on-line portal, is unreliable or has been compromised, such as by identity theft.
10.2.11 Calculate, withhold, prepare, sign, disclose, file, report, remit, or furnish to any taxing authority or any taxpayer any federal, state, or local taxes, tax returns, or information returns that may be required to be calculated, withheld, prepared, signed, disclosed, filed, reported, remitted, or furnished with respect to the Assets or the Account, except to the extent such dutie s are required by law to be performed only by Bank in its capacity as custodian under this Agreement or are expressly set forth herein.
10.2.12 Monitor agents hired by Customer.
10.2.13 Maintain or defend any legal proceeding in the absence of indemnification, to Bank’s satisfaction, against all expenses and liabilities which it may sustain by reason thereof.
10.2.14 Advance funds or securities or otherwise expend or risk its own funds or incur its own liability in the exercise of its powers or rights or performance of its duties under this Agreement.
SECTION 11: AUTHORIZED PERSONS; DELIVERY OF DIRECTIONS
11.1. Customer has identified the “Designated Agent”, who is authorized to act on Customer’s behalf, on the Application. Customer has also identified each employee of Customer who is authorized to act on Customer’s behalf, by providing such information on the Application. After the execution of this Agreement, Customer may add employees who are authorized to act on Customer’s behalf by notifying Bank of the identity thereof on a form provided by Bank. Customer shall provide to bank in writing any limits on the Designated Agent’s authority or any additional agent’s authority to act on Customer’s behalf hereunder. Absent any such limits to the contrary, the Designated Agent and any additional agent is authorized to exercise any right and fulfill any duty of Customer hereunder, including, but not limited to, any authority to direct Bank. Customer consents to Bank providing any agent access to customer account information and other confidential information relating to Customer upon such agent’s request. For the avoidance of doubt, any agent shall have the right to self-impose more restrictive limitations on their authority than what Customer has authorized, for regulatory purposes or otherwise, by providing such additional self -imposed limitations to Bank in writing and Bank’s written confirmation of acceptance of such limitations. In no event is any agent authorized to amend the Agreement or terminate the Agreement.
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11.2 In the event that the Designated Agent sends an invoice to Bank and instructs Bank to have the Account pay the invoice, Customer directs Bank to pay any such invoice as presented. Bank is hereby protected and shall incur no liability for acting on such direction and Bank shall have no duty or obligation to establish or investigate whether such invoice was limited to the payment of adviser fees (as agreed between Customer and the Designated Agent or otherwise) or for other purposes.
11.3 Bank may assume that any such employee or agent continues to be so authorized, until Bank receives notice to the contrary from Customer.
11.4. Customer hereby represents and warrants that any such employee or agent is duly appointed and is appropriately monitored and covenants that Customer will furnish such employee or agent with a copy of this Agreement, as amended from time to time, and with a copy of any communications given under this Agreement to Customer. Customer hereby acknowledges that (i) such employee’s or any agent’s actions or omissions are binding upon Customer as if Customer had taken such actions or made such omissions itself and (ii) Bank is indemnified, released, and held harmless accordingly.
11.5 Any direction, notice, or other communication provided for in this Agreement will be given in writing and (i) unless the recipient has timely delivered a superseding address under this Agreement, addressed as provided under this Agreement, (ii) entered into Customer’s account in Bank’s on-line portal, or (iii) sent to Bank by Messaging System.
11.6 Any direction received under this Agreement by email or Messaging System, entered into Customer’s account in Bank’s on-line portal, or confirmed by phone as provided below, is deemed to be given in a writing signed by the sender. Customer hereby represents and warrants that Customer maintains commercially reasonable security measures for preventing unauthorized access to its phone designated in the Application, to its portal account; to the email accounts of its agents, and agents’ employees; and to any Messaging System used by its agents, and agents’ employees, and Customer hereby assumes all risk to the Account of such unauthorized access. Customer hereby acknowledges that Customer is fully informed of the protections and risks associated with the various methods of transmitting directions to Bank and that there may be more secure methods of transmitting directions t han the methods selected by Customer and Customer’s agents.
11.7 In the event that the Designated Agent directs Bank to send data elements listed under the U.S. Bank Information Security Policy as U.S. Bank Customer Confidential Data Elements and other regulatory protected data (collectively, “Protected Data”) using something other than Bank’s own secure encryption transmission mechanism (“Bank Encryption”), Customer agrees that (a) Bank has no responsibility or liability for questioning, evaluating, or monitoring any vendor, software, or process utilized by the Designated Agent to send Protected Data, (b) any substitute for Bank Encryption that the Designated Agent directs Bank to use is deemed to be at least as protective as Bank Encryption regardless of the vendor, service, or process used, and (c) Bank is fully released, held harmless, and indemnified by Customer in all aspects relating to any direction from the Designated Agent to communicate information about the Account without using Bank Encryption.
11.8 Customer acknowledges that, in certain circumstances, Bank may need or elect to contact Customer via phone to confirm an instruction relating to the Account. In such circumstances, Customer understands that Bank will use the phone number designated in the Application and Customer expressly authorizes the Bank to act on any confirmation or instruction provided by the indiv idual with such telephone number. In the event that Customer wishes to add additional phone contacts who are authorized relating to the Account, Customer shall contact Bank for its then-current authorization form for such purposes. Customer understands that Bank shall not be liable for any act taken upon an oral instruction received by Bank when Bank has called such number.
SECTION 12: FEES AND EXPENSES
12.1 Customer shall pay Bank compensation for providing services under this Agreement as agreed between Bank and Customer.
Bank may also receive compensation from certain mutual funds as outlined in the Mutual Fund Compensation Disclosure.
12.2 C ustomer shall reimburse Bank for expenses, fees, costs, and other charges incurred by Bank in providing services under this Agreement (including, but not limited to, compensation, expenses, fees, costs, and other charges payable to service providers hired under this Agreement).
12.3 To the extent of (i) any outstanding compensation, expenses, fees, costs, or other charges incurred by Bank in providing services under this Agreement or (ii) Customer’s other indebtedness to Bank, Customer hereby grants Bank a first-priority lien and security interest in, and right of set-off against, the Assets. Bank may execute that lien and security interest, and exercise that right, at any time.
12.4 To the extent of any advance of funds or securities under this Agreement, Customer hereby grants Bank a first -priority lien and security interest in, and right of set-off against, the Assets. Bank may execute that lien and security interest, and exercise that right, at any time. Furthermore, nothing in this Agreement constitutes a waiver of any of Bank’s rights as a securities intermediary under Uniform Commercial Code §9-206.
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SECTION 13: RELEASE
13.1 No party is liable for any delay or failure in performing its obligations under this Agreement caused by wars (whether declared or not and including existing wars), revolutions, insurrections, riots, civil commotion, acts of God, accidents, fires, explosions; stoppages of labor, strikes, or other differences with employees (other than Bank's disputes with its employees); laws, regulations, orders, or other acts of any governmental authority; or any other circumstances beyond its reasonable control. Nor will any such failure or delay give any party the right to terminate this Agreement.
13.2 To the extent permitted by law, Customer shall be solely liable for its own actions that result in any obligation, loss, claim, and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith, including, without Limitation, expenses, penalties, and interest (collectively, "Losses") arising out of or resulting from the entering into this Agreement, the establishment hereunder of the Account, the acceptance of the Assets deposited therein and the acquisition of any Assets to be purchased hereunder, the retention of such Assets or the proceeds thereof, and any sale, transfer or other application of Assets by Bank in accordance with directions received from Customer, provided, however, that Customer shall not indemnify the Bank for any Losses arising out of this Agreement, and Customer shall not be liable to Bank for Losses arising our of or resulting from Bank's own willful or negligent conduct.
The liability arising under this Section shall survive the termination of this Agreement.
SECTION 14: TERMINATION
14.1 This Agreement terminates upon the effective date of Bank’s resignation or removal under this Agreement.
14.2 Bank may resign under this Agreement by notice to Customer. Customer may remove Bank under this Agreement by notice to Bank. The resignation or removal shall be effective thirty (30) calendar days after delivery of the notice, except to the extent the parties agree in writing to a different effective date. By such effective date, Customer shall appoint a new custodian and notify Bank of the appointment. If Customer fails to do so, Bank shall have the right to petition a court at Account expense for appointment of a new custodian. Upon receiving notice of such appointment, Bank will transfer Assets to the new custodian as directed by Customer or the court, as the case may be. However, Bank shall not be required to transfer any Assets until Bank has received payment or reimbursement for all (a) compensation, expenses, fees, costs, or other charges incurred by Bank in providing services under this Agreement and (b) funds or securities advanced under this Agreement.
SECTION 15: MISCELLANEOUS
15.1 Freedom to Deal with Third Parties. Bank is free to render services to others, whether similar to those services rendered under this Agreement or of a different nature.
15.2 Binding Obligations. Customer and Bank each represent and warrant that (i) it has the power and authority to transact the business in which it is engaged and to execute, deliver, and perform this Agreement and has taken all action necessary to execute, deliver, and perform this Agreement and (ii) this Agreement constitutes its legal, valid, and binding obligation enforceable according to the terms hereof.
15.3 Complete Agreement; Amendment.
15.3.1 Complete Agreement. This Agreement contains a complete statement of all the arrangements between the parties with respect to its subject matter and supersedes any existing agreements between them concerning the subject.
15.3.2 Amendment. This Agreement may be amended at any time, in whole or in part, by a written instrument signed by Customer and Bank. Notwithstanding the foregoing, if the terms of the Fee Schedule between Customer and Bank set forth a method for amending such exhibit, then such terms alone govern amendments thereto.
15.3. Control Agreements. If Customer requests that Bank execute a “control agreement” (or similarly titled agreement) with a third- party which pledges, hypothecates, or assigns rights in the Assets to that third-party and involves obligations of Bank to that third- party (which may be affiliates of Bank or Bank’s lending divisions), then the terms and requirements of such agreement concerning such Assets shall supersede and control the provisions of this Agreement. Notwithstanding the foregoing, nothing in such Agreement shall be deemed to alter Bank’s rights under Section 12.4 of this Agreement.
15.4 Governing Law; Venue. This Agreement will be governed, enforced, and interpreted according to the laws of the State without regard to conflicts of laws, except where pre-empted by federal law. All legal actions or other proceedings directly or indirectly relating to this Agreement will be brought in federal court (or, if unavailable, state court) sitting in the State. The parties submit to the jurisdiction of any such court in any such action or proceeding and waive any immunity from suit in such court or execution, attachment (whether before or after judgment), or other legal process in or by such court. To the extent that Bank or Customer may be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (whether before or after judgment) or other legal process, each hereby irrevocably agrees not to claim, and hereby waives, such immunity. 13 of 24
15.5 Successors and Assigns.
15.5.1 This Agreement binds, and inures to the benefit of, Customer, Bank, and their respective successors and assigns.
15.5.2 No party may assign any of its rights under this Agreement without the consent of the other party, which consent will not be unreasonably withheld. Customer hereby acknowledges that Bank will withhold consent unless and until Bank verifies an assignee’s identity according to Bank’s Customer Identification Program and, to that end, Customer hereby agrees to notify Bank of such assignment and provide Bank with the assignee’s name, physical address, EIN, organizational documents, certificate of good standing, and license to do business, as well as other information that Bank may request. No consent is required if a party merges with, consolidates with, or sells substantially all of its assets to another entity, provided that such other entity assumes without delay, qualification, or limitation all obligations of that party under this Agreement by operation of law or by contract.
15.6 Severability. The provisions of this Agreement are severable. The invalidity of a provision herein will not affect the validity of any other provision.
15.7 No Third-Party Beneficiaries. This Agreement is made solely for the benefit of the parties. No person other than such parties has any rights or remedies under this Agreement.
15.8 Solvency. Customer hereby represents and warrants that Customer is neither insolvent nor subject to any pending bankruptcy proceeding. Customer will promptly notify Bank of any such insolvency or proceeding.
15.9 Tax-Lot Selection Method. Customer has made its designation in the Application.
15.10 Shareholder Communications Act Election. Customer has made its election in the Application.
15.11 Abandoned Property. Bank will escheat Assets pursuant to the applicable state’s abandoned property, escheat, or similar law, and Bank shall be held harmless therefrom. The provisions of this Section shall survive the termination of this Agreement.
15.12 Legal Advice. Customer hereby acknowledges that it (i) did not receive legal advice from Bank concerning this Agreement, (ii) had an adequate opportunity to consult an attorney of its choice before executing this Agreement, and (iii) executed this Agreement upon its own judgment and, if sought, the advice of such attorney.
15.13 Waiver of Jury Trial. Each party hereby irrevocably waives all right to a trial by jury in any action, proceeding, claim, or counterclaim (whether based on contract, tort, or otherwise) directly or indirectly arising out of or relating to this Agreement.
15.14 Legal Action. If Bank is served with a Legal Action, then Bank will, to the extent permitted by law, use commercially reasonable efforts to notify Customer of such service. Customer will reimburse Bank for any expenses, fees, costs, or other charges incurred by Bank in responding to the Legal Action, including, but not limited to, any fees charged by an attorney of Bank’s choice. If Customer notifies Bank that Customer is seeking a protective order to resist the Legal Action, then Bank will provide reasona ble cooperation at Customer’s request and sole cost and expense. In any event, Bank may comply with the Legal Action at any time, except to the extent Bank has received a protective order that prevents Bank from complying. Any Legal Action is subject to Bank’s right of setoff and Bank’s security interest in the Account. Bank may assess a service fee against the Account for any Legal Action served on Bank regardless of whether the process is subsequently revoked, vacated, or released. Unless expressly prohibited by law, Bank will set off or enforce Bank’s security interest against the Account for such fee prior to Bank’s honoring the Legal Action. Bank will not be liable to Customer if an attachment, a hold, or the payment of Bank’s fee from t he Account leaves insufficient funds or results in the sale of Assets.
15.15 Interpleader. With respect to Assets that are the subject of a dispute, Bank may file an interpleader action or other petition with a court of competent jurisdiction for directions with respect to the dispute. Customer will reimburse Bank for any expenses, fees, costs, or other charges incurred by Bank in filing such petition and implementing such directions, including, but not limited to, any fees charged by an attorney of Bank’s choice. Before disbursing Assets pursuant to such directions, Bank will deduct therefrom an amount in payment or reimbursement for all (i) compensation, expenses, fees, costs, or other charges incurred by Bank in providing services under this Agreement and (ii) funds or securities advanced under this Agreement.
15.16 Representations and Warranties. Customer hereby covenants that, if any of the representations or warranties that it provides in this Agreement becomes inaccurate or incomplete, it will promptly notify Bank thereof and of any fact, omission, event, or change of circumstances related thereto.
15.17 Publicity. No party will disclose the existence of this Agreement or any terms thereof in advertising, promotional, or marketing materials without obtaining, in each case, the prior written consent of each other party.
15.18 Counterparts and Duplicates. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. This Agreement and any administrative form under this Agreement may be proved either by a signed original or by a reproduced copy thereof (including, not by way of limitation, a microfiche copy or an electronic file copy).
15.19 Effective Date. This Agreement will become effective when all parties have signed it. The date of this Agreement will be the date this Agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature).
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ECTION 16: PATRIOT ACT
16.1 By signing above, Customer acknowledges that they have received the following important information:
16.2 To help the United States fight the funding of terrorism and money laundering activities, U.S. law requires U.S. Bancorp, like other financial institutions, to obtain, verify, and record information that identifies each customer that opens an account.
16.3 When you open an account with us, we will ask for your legal name, address, date of birth, tax identification number, and other identifying information that will assist us with identifying you. We may also ask to see your photo identification (driver’s license) or other identifying documents.
SECTION 17: Executing Broker Referral
17.1 Bank has created a broker -dealer referral network with various independent broker -dealers. Pursuant to separate agreements between Bank and each broker, Bank has agreed to introduce these brokers to independent registered investment advisers whose clients have, or may have in the future, custody accounts with Bank and who may wish to engage a broker to execute trades and effect securities transactions for its clients’ custody accounts. Bank will receive compensation from the relevant broker in connection with such referrals.
17.2 To the extent that transactions for your account are executed by a broker -dealer that participates in Bank’s broker -dealer referral network, Bank will receive a referral fee from such broker as described in more detail below:
17.3 Broker: Jones Trading
Referral fee payable to U.S. Bank: 50% of the brokerage fees generated by transactions executed on behalf of your account.
17.4 Bank’s introduction of independent registered investment advisers to broker is not a recommendation of such broker or its services or in any way an endorsement of such broker or its services. Bank’s introduction is based solely upon the broker’s agreement to pay the referral fees noted above and Bank’s determination that Bank can interface with the broker to provide custody services to the independent registered investment adviser’s clients.
17.5 Bank is not affiliated in any manner with any broker that participates in Bank’s broker-dealer referral network other than the relationship created by the referral agreement between them.
17.6 For more information regarding the referral arrangement, a current list of broker-dealers that participate in the Bank referral network, and the compensation that Bank expects to receive therefor, please contact your Account’s customer service manager.
S
ECTION 18: FOREIGN ASSETS; FOREIGN CURRENCY EXCHANGE TRANSACTIONS
18.1 Customer hereby directs Bank to convert into U.S. Dollars any entitlement payments received by the Account with respect to foreign securities (such as corporate actions, maturities, income posting, credit interest, or tax reclamation) and execute any foreign-currency exchange transactions with respect thereto through Bank’s Foreign-Exchange Department (“USBFX”).
18.2 Customer hereby directs Bank to execute any foreign-currency exchange transactions with respect to purchases or sales of foreign securities in the Account through USBFX, except to the extent market circumstances in certain countries require the use of a global custodian unaffiliated with Bank (an “Unaffiliated Agent”)
18.3 Customer hereby acknowledges that Bank receives compensation when Bank executes foreign-currency exchange transactions related to Account assets. Such compensation does not exceed 0.5% of the amount of the foreign-currency exchange transaction.
18.4 Customer hereby acknowledges that an Unaffiliated Agent receives compensation when the Unaffiliated Agent executes foreign- currency exchange transactions with respect to purchases or sales of foreign securities in the Account. Such compensation may be more or less than the compensation Bank would have received for executing the same foreign-currency exchange transaction.
18.5 Customer hereby acknowledges that investments in foreign securities and foreign-currency exchange transactions entail additional risks, such as default by counter-parties, currency fluctuations, political and economic instability, accounting-translation adjustments, and foreign taxation. Bank has no liability for any risks relating to Customer’s investments in foreign securities or foreig n-currency exchange transactions.
18.6 Customer understands that the holding of certain foreign securities or American Depository Receipts (“ADRs”) requires disclosure of Customer’s personal information to vendors, sub-custodians, or local tax authorities in foreign jurisdictions to avoid tax penalties on such foreign securities or ADRs. Customer consents to any and all disclosures or releases of information by Bank (including private information about Customer, the Account, the amount of holdings) to third parties relating to foreign securities or ADRS and releases, holds harmless, and indemnifies Bank from any cost and all liability for doing so. Bank is not hereby obligated to make any such disclosure to third parties, so any failure to do so shall not constitute a breach hereunder. Customer accepts all risk and loss arising from holding foreign securities and ADRs, including tax consequences, regardless of whether Bank discloses Customer’s information to third parties or not.
18.7 Cash held in foreign currency constitutes a direct obligation of the foreign sub-custodian or depository holding such cash and is not 14 of 24
dir
ectly or indirectly an obligation of Bank.
SECTION 19: AUTOMATIC INVESTMENT OF END-OF-DAY CASH
Customer’s Sweep Direction has been made in the Application. The following provisions apply if the corresponding sweep investment option was selected in the Application.
19.1 U.S. BANK LIQUIDITY PLUS
This Section of the Agreement covers the U.S. Bank Liquidity Plus, disclosures, terms, and conditions (“Program Terms”) in the event that the U.S. Bank Liquidity Plus Program (“Program”) is selected as the end-of-day cash sweep option for the Account
19.1.1 Introduction to the Program
The maximum amount of Federal Deposit Insurance Corporation (“ FDIC”) deposit insurance coverage available for funds swept under the Program is currently $2,500,000, subject to certain exceptions and the ability to place such cash balances, as more fully explained below (“Deposit Limit”).
The Program sweeps Customer’s anticipated end-of-day cash balances in the Account up to the Deposit Limit into money market deposit accounts and transaction accounts at banks that are participating in the Program (“Program Banks”). The cash balances that are swept into accounts at Program Banks (“ Deposits”) are insured by the FDIC, subject to the limits described below.
To the extent Customer has cash balances in the Account that are in excess of the Deposit Limit or that are otherwise unable to be fully placed with Program Banks on a given day (for example, if funds are received after amounts are in the process of sweeping to Program Banks or if there is an inability to get funds to a Program Bank), the Program sweeps such excess cash balances into the First American Government Obligations Fund designated in the Application, above (“Money Market Fund”). For information about cutoff timing for transfer to Program Banks, contact Customer’s account manager.
Customer’s cash balances that are placed into the Money Market Fund are not insured by the FDIC, but as securities, they are segregated from the assets of Bank.
Bank has appointed Promontory Interfinancial Network, LLC (“Promontory”) to provide certain services with respect to the operation of the Program. Customer hereby appoints Promontory as Customer’s authorized agent pursuant to these Program Terms.
CUSTOMER HEREBY INSTRUCTS BANK TO ALLOCATE THE CASH BALANCES IN THE ACCOUNT PURSUANT TO THE PROGRAM. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS RECEIVED AND CAREFULLY READ THESE PROGRAM TERMS BEFORE ENROLLING IN THE PROGRAM.
19.1.2 Account Eligibility
In order to obtain FDIC insurance on Deposits in the Program, Customer must provide proper and correct tax identification information to Bank.
There is no minimum deposit amount to participate in the Program and no minimum balance to maintain Customer’s participation in the Program. There also is no minimum period that Customer’s funds must remain on deposit in the Program.
There is no penalty or fees for withdrawal of Customer’s entire balance, or any part thereof, at any time
19.1.3 Role of Bank and Promontory
Bank is acting as Customer’s agent in establishing and maintaining Program Bank accounts, including depositing or placing Customer’s funds in and withdrawing Customer’s funds from the Program Bank accounts and the Money Market Fund.
Customer also appoints Promontory as Customer’s agent to effect deposits to and withdrawals from Program Bank accounts.
Bank uses Promontory to allocate Customer’s funds to the Program Banks and to perform certain other administrative tasks related to the Program. Promontory is not, itself, a bank, broker -dealer, or investment adviser and does not hold any of Customer’s Deposits.
19.1.4 Deposits with Program Banks up to the Deposit Limit This Section contains the terms and conditions applicable to the sweep of cash balances in the Account up to the Deposit Limit into
FDIC-insured Program Banks.
A. Deposits
Cust
omer agrees to have cash balances up to the Deposit Limit a utomatically deposited into interest-bearing FDIC - insured omnibus deposit accounts at the Program Banks that hold Customer’s and Bank’s other customers’ funds, and in which Customer will hold a beneficial interest. Except as otherwise provided herein, each business day, Bank, utilizing the services
of Promontory, will deposit the cash balances in the Account up to the Deposit Limit to one or more omnibus deposit
accounts maintained at the Program Banks held in the name of “U.S. Bank National Association acting as agent 15 of 24
for customer, each acting for themselves and others” or a similar title. To accommodate for accruing interest, the initial amount swept to each Program Bank will be capped at $249,000. Customer’s ownership of Deposits will be evidenced by an entry on records maintained by Bank for each of t he Program Banks at whic h Customer’s funds ar e on deposit.
Customer will not be issued any evidence of ownership of a Program Bank account, such as a passbook or certificate.
However, Customer’s Account statement will reflect Program Bank deposit balance(s).
B. FDIC Deposit Insurance: Operation and Limitations
Customer’s Deposits are deposited into interest-b earing omnibus deposit accounts at the Program Banks in a manner currently designed to provide Customer with up to $2,500,000 of FDIC deposit insurance coverage, subject to certain exceptions described herein. FDIC deposit insurance coverage is normally available for Customer’s Deposits up to the FDIC standard maximum deposit insurance amount (“SMDIA”), which is currently $250,000 per legal category of account ownership at each participating Program Bank when aggregated with all other deposits held by Customer in the same Program Bank and in the same legal category of account ownership. Customer’s coverage under the Program will be limited to the extent that Customer holds deposits directly, or through others, in the same recognized legal category of ownership at the same Program Banks as Customer holds Deposits through the Program. Thus, the maximum amount of Deposits eligible for FDIC insurance coverage would not exceed the SMDIA per legal category of account ownership multiplied by the number of participating Program Banks that Customer has not excluded from receiving Customer’s Deposits under the Program, less any funds that Customer may hold in a Program Bank outside of the Program in the same legal category of account ownership.
In general, the FDIC-recognized categories of account ownership include single ownership accounts; accounts held by an agent, escrow agent, nominee, guardian, custodian, or conservator; annuity contract accounts; certain joint ownership accounts; certain revocable trust accounts; accounts of a corporation, partnership, or unincorporated association; accounts held by a depository institution as the trustee of an irrevocable trust; certain irrevocable trust accounts; certain retirement and other employee benefit plan accounts; and certain accounts held by government depositors (“Ownership Categories”). For the purposes of the Program, any custody accounts with the same tax ID will be grouped by types in the following categories for the purpose of determining deposit flow to Program Banks: trusts, personal (sole owner or joint owner), business/government (corporations, partnerships, LLCs, and similar types of entities), and benefit plan accounts (for example, IRA custody accounts, to the extent that Customer has completed additional documentation to enroll such accounts in the Program).
Until Customer’s funds are actually received by the Program Banks, Customer’s funds may be insured at Bank, or at its Settlement Agent, The Bank of New York Mellon, while they are held by such institution up to $250,000 in total (to the extent that Customer do not have other deposits with Bank or the Settlement Agent). Promontory, as Customer’s agent, allocates Customer’s cash balance up to the Deposit Limit among the Program Banks to seek to maximize the potential FDIC deposit insurance coverage available under the Program up to the Deposit Limit.
Bank and Promontory will use commercially reasonable efforts to ensure that no more than $250,000 of Customer’s swept cash balances will be deposited in any single Program Bank through the Program. If Customer holds deposits in a Program Bank outside of the Program, Bank and Promontory will not take those deposits into account in determining whether to allocate Customer’s funds in the Program to a particular Program Bank. Because Bank and Promontory would not be aware of deposits made by Customer outside of this Program, Customer is solely responsible for monitoring the total amount of all deposits Customer has at each Program Bank for purposes of calculating Customer’s FDIC coverage and directing Bank to exclude particular Program Banks using the form provided.
If, for any reason, the amount deposited in any Program Bank account exceeds the applicable SMDIA, the excess Deposit amount would not be insured by the FDIC. Neither Bank nor Promontory, shall have any liability for any insured or uninsured portion of Customer’s Deposits in any of the Program Banks.
The FDIC protects Customer against the loss of Customer’s insured Deposits in the event a Program Bank fails. FDIC deposit insurance is backed by the full faith and credit of the United States. In the event that FDIC deposit insurance payments become necessary, Bank will assist Customer in completing required FDIC paperwork or filing on Customer’s behalf by providing Customer’s account information to the FDIC. However, there is no specific time period during which the FDIC must make insurance payments available. Furthermore, Customer may be required to provide certain documentation to the FDIC before insurance payments are made.
For questions about FDIC insurance coverage, Customer may call the FDIC at 877-275-3342 or visit the FDIC’s web site at www.fdic.gov.
C. Program Banks
Customer acknowledges that it has received
a list of the Program Banks that will be used for the Account and understands that such is also available at www.usbank.com/LiquidityPlus (or such other web address identified from time to time on Customer’s Account statement, “Program We bsite”). Contact C ustomer’s account manager at B ank or C us tomer’s investment manager for the current web address of the Program Website or for questions regarding any change to the 1 6 of 24
Program Website. Customer may obtain a current list of Program Banks at any time by contacting Bank or visiting the Program Website. Customer’s periodic Account statements also list the Program Banks that hold Customer’s Deposits and the amount in each of those Program Banks as of the statement date. In the event a Program Bank rejects additional deposits, withdraws entirely, or is terminated from participation in the Program, then Customer hereby authorize and direct that Customer’s Deposits be moved to another FDIC -insured Program Bank. As such, the Program Banks that hold Customer’s Deposits will typically be in the order appearing on the list of Program Banks (“ Bank List”). Customer understands that the Bank List may change during a statement period. Visit the Program Website frequently to view the current Bank List. If Customer wants to know the Program Banks at which Customer’s Deposits are located at any particular time, contact Customer’s account manager.
Each Program Bank is a separate FDIC -insured depository institution. Customer can obtain publicly available financial information for all Program Banks at the FDIC’s website at www.fdic.gov; or by contacting the FDIC Division of Depositor and Consumer Protection by letter at 550 17th Street, N.W., Washington, D.C. 20429-9 990 or by phone at 877- 275- 3342. Neither Bank nor Promontory guarantees the financial condition of any Program Bank, or the accuracy of any publicly available information concerning a Program Bank. Customer expressly consent to Bank, Promontory, and their service providers providing Customer’s customer account information to Program Banks for purposes of Customer’s involvement in the Program, as required by applicable law or FDIC regulations.
Bank may add additional Program Banks or delete Program Banks without prior notice to Customer. The order of Program Banks on the Bank List may be changed without prior notice to Customer. Cash balances will be automatically deposited in the Program Banks in the order set forth in the Bank List, subject to Customer’s instructions to exclude a particular Program Bank and Bank’s ability to place such cash balances with a particular Program Bank. Promontory may transfer balances between Program Banks in such manner as it determines to be appropriate and consistent with the objectives of the Program, subject to Customer’s instructions to exclude a particular Program Bank. Customer hereby agree to receive notice of Program Bank list changes (additions, deletions, or reordering) by consulting the Program Website periodically or by referencing the Account statement to see a breakdown of where Customer’s Deposits in the Program are held.
The Program Bank accounts established by Bank as Customer’s agent constitute direct obligations of the Program Bank(s) and are not directly or indirectly an obligation of Promontory. The Program Bank accounts established by Bank as Customer’s agent, other than at U.S. Bank National Association are not directly or indirectly an obligation of Bank.
D. Ability to Exclude Program Banks
Customer may exclude any Program Bank from holding Customer’s Deposits by notifying Bank using the opt -out form provided by Bank. Requests to exclude a Program Bank typically will be processed on the next business day after received by Bank, or promptly thereafter. If Customer exclude any Program Banks, the maximum level of FDIC insurance available under the Program may decrease.
E. Interest
Customer receives interest on the balance of Customer’s Deposits held at the Program Banks. The amount of paid interest applicable to Customer’s Deposits will be stated on the Account statement. The interest rate paid to Customer is subject to change at any time. Change s in interest rates applicable to Customer’s Deposits will be posted on the Program Website. Bank strongly encourages Customer to regularly check the Program Website for information about current rates or changes, especially whenever the Federal Reserve has announced or is expected to announce a change in rates.
Interest will be posted monthly to the Program Bank account unless an event occurs that results in interest posting sooner. Interest will accrue on deposits from the day they are received in investible form by the Program Bank through the business day preceding the date of withdrawal from the Program Bank. The “daily balance method” is used to calculate interest. This method applies a daily periodic interest rate to the principal in the account for the period. The daily rate is 1/365 (or 1/366 in a leap year) of the applicable annual rate.
The interest rate Customer earns on Customer’s Deposits may be higher or lower than the rates available to depositors making non-Program deposits with Program Banks directly, through other types of accounts at Bank, or with other depository institutions in comparable accounts. Customer should compare the terms, rates of return, required minimum amounts, charges and other features of a Deposit with other accounts and investment alternatives.
F. Compensation and Fees
Each Program Bank may profit from th
e difference between the interest it pays on Deposits and t he income it earns on loans, investments, and other business operations.
Each Program Bank may pay Bank and/or Promontory fees for its services related to Customer’s Deposits equal to a percentage of the average daily Deposit balance in the accounts at the Program Bank. Bank may share such fees with Promontory. The amount of any fees a Program Bank pays could directly affect the interest rate paid by the Program Bank on Customer’s Deposits. The fees paid to Bank and/or Promontory by each Program Bank may vary. Bank and 17 of 24
18 of 24
P
romontory may earn a higher fee if Customer participate in the Program than if Customer invest in other investment products.
19.1.5 Money Market Fund Investment for Amounts not Held by Program Banks This Section contains the terms and conditions applicable to the sweep of any cash balances in the Account into the Money Market Fund. Any cash balance in the Account in excess of the Deposit Limit will not be swept into Program Banks (as described above), but will be swept into the Money Market Fund. Customer’s deposits that are placed in the Money Market Fund are not FDIC-insured.
The Money Market Fund is registered with the U.S. Securities and Exchange Commission (“ SEC”) as a registered open- end investment company under the Investment Company Act of 1940 and its shares are registered for public distribution under the Securities Act of 1933. Although the Money Market Fund’s net asset value (“ NAV”) is normally expected to be $1.00 per share, there is no guarantee that the Money Market Fund will be able to preserve the NAV per share and Customer could lose money by investing in the Money Market Fund.
Customer acknowledges that Customer has received the Money Market Fund prospectus and understands the information in the prospectus regarding the Money Market Fund’s fees and expenses. U.S. Bancorp Asset Management, Inc. is the Money Market Fund’s investment adviser and provides shareholder services, U.S. Bancorp Fund Services, LLC provides accounting, administration, and transfer -agent services, and Bank is the custodian of the Money Market Fund’s assets.
U.S. Bancorp Asset Management, Inc. and U.S. Bancorp Fund Services, LLC are affiliated with the Bank. Customer acknowledges that investment advisory, custodial, distribution and other services will be provided, for compensation, to the Money Market Fund by Bank and its affiliates. The fees received by Bank and its affiliates are described in the Money Market Fund prospectus. Please see the prospectus for the Money Market Fund for additional information, including the Money Market Fund’s investment objective and strategy and the risks of investing in the Money Market Fund.
CUSTOMER UNDERSTANDS THAT THE MONEY MARKET FUND IS NOT INSURED BY THE FDIC AND THAT THE
FUNDS ARE NOT OBLIGATIONS OF NOR GUARANTEED BY BANK, PROMONTORY, ANY OF THEIR AFFILIATES, OR ANY BANK. CUSTOMER FURTHER UNDERSTANDS THAT INVESTMENT IN THE MONEY MARKET FUND INVOLVES RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
While a registered investment company, such as a money market mutual fund, is bound by fiduciary obligations to its shareholders to seek the highest rates prudently available, Bank, Promontory, and the Program Banks are under no such obligation.
19.1.6 Withdrawals
Each business day, as needed to pay for purchases made in the Account or other withdrawals from the Account, Bank or its agent bank will withdraw Customer’s cash from the Program Bank accounts and Money Market Fund (if applicable).
Customer consents to have Customer’s funds automatically withdrawn from the Money Market Fund and/or the Program Bank accounts in the event of a debit in the Account. Withdrawals will generally be processed on a “Last In First Out” basis, meaning the amounts in the Money Market Fund or the lowest Program Bank on Customer’s bank list will be withdrawn first.
Under federal regulations, Program Banks may reserve the right to require seven (7) days’ notice before permitting a transfer of funds out of a money market deposit account or certain transaction accounts. While the Program Banks have not indicated their intention to implement such a policy, a Program Bank may, at any time, choose to do so.
Redemption of Customer’s holdings in the Money Market Fund (if any) will be processed in accordance with the policies described in the Money Market Fund’s prospectus.
Customer cannot directly withdraw funds allocated through the Program from any of the Program Banks or the Money Market Fund.
If Customer request a complete withdrawal or the Account is closed for any reason, Customer may have to wait a period of time for all of the interest to be posted to the Account since interest can only be credited to the Account once interest is credited by the Program Banks to the Program Bank accounts. Depending on when the Program Banks post interest to the Program Bank accounts, there could be a delay between the date of Customer’s withdrawal request and the date on which Customer receives all of the interest that accrued in the Program Bank account up to the effective date of Customer’s withdrawal.
19.1.7 Account Statements
Activity with respect to Customer’s participation in the Program, including interest earned for the period, dividends received for the period, and the total of Customer’s Deposit balances and Customer’s shares of the Money Market Fund, will appear on Customer’s periodic Custody Account statement. If Customer receives consolidated account statements for multiple accounts, such statement will not include a breakdown by Program Bank. Customer will not receive a separate statement from the Program Banks or the Money Market Fund
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19 .1.8 Customer’s Responsibility to Monitor Automatic Cash Investment Options Customer is responsible for, and should speak with Customer’s investment manager about, monitoring this automatic sweep option for the Account. As returns on the Deposits, the Money Market Fund, Customer’s personal financial circumstanc es and other factors change, it may be in Customer’s financial interest to invest in other investment vehicles. Contact Customer’s investment manager for other investments that may be available. Bank is not Customer’s investment manager and does not exercise any discretion when administering the Program and Customer acknowledges that it has not relied on any investment advice from Bank in selecting the Program for the Account’s automatic sweep option.
19.1.9 Risks of the Program
Customer may receive a lower rate of return on funds swept through the Program than on other types of investments. Under Federal regulations, Program Banks are permitted to impose a seven (7) day delay on any request to withdraw Deposits from a money market deposit account or certain transaction accounts; Program Banks may choose to do so at any time. In the event of a failure of a Program Bank, there may be a time period during which Customer may not be able to access Customer’s Deposits.
If Customer holds deposits at a Program Bank outside the Program, this may reduce the availability of FDIC insurance for the total amount of Customer’s funds held within and outside the Program. If Customer exclude a Program Bank, the amount of deposit insurance available to Customer under the Program (currently $2,500,000) may decrease.
Customer’s investment in the Money Market Fund is not insured by the FDIC and are not obligations of nor guaranteed by Bank, Promontory, or any of their affiliates. Money market mutual funds are subject to investment risks and may lose value, including possible loss of principal. There is no guarantee that money market mutual funds will maintain a stable net asset value. Read the Money Market Fund’s prospectus before investing.
19.1.10 Other Terms
Ordinary Care: Customer agrees that any act or omission made by Bank or any Program Bank in reliance upon, or in accordance with, any provision of the Uniform Commercial Code as adopted in the State of Minnesota, or any rule or regulation of the State of Minnesota, or a federal agency having jurisdiction over such party shall constitute ordinary care.
Alternatives to the Program: Customer understands that, at any time, Customer may opt-out of the Program. Consult with Customer’s investment manager to opting out of the Program to see what alternatives may be available to Customer.
If Customer does not designate a replacement automatic end-of -day cash investment option for the Account that is agreed to by Bank, the amounts in the Account will remain in the Account as non-interest-bearing uninvested cash to the extent that Customer does not manually manage end-of-day cash balances with daily purchase transactions.
Aggregation of Funds in Multiple Accounts: If Customer has more than one custody account in the Program with the same tax identification information and Ownership Category type (for example, personal, trust, business), the funds in all such custody accounts may be aggregated for the purpose of determining how Customer’s cash balances are placed in the Program. As a result , the cash balances in each of the custody accounts, when viewed separately, may appear to be placed with Program Banks in a different order than is set forth in the Bank List for each particular custody account.
Cash balances placed at Program Banks through multiple custody accounts with the same tax identification information and Ownership Category typically will not rebalance up the Bank List even if another similar custody account’s Deposits are fully withdrawn. Customer should review each separate custody account statement together in the aggregate. In the event that Customer has multiple investment managers each handling different custody accounts, each of Customer’s custody accounts in the Program may be subject to a different Bank List. If the same Program Bank appears on the Bank List for more than one of Customer’s custody accounts in the Program, then to exclude the Program Bank from all of Customer’s custody accounts in the Program Customer will need to separately complete the Program Bank opt -out form for each custody account.
Clearinghouse Rules: Unless otherwise provided herein, Bank may comply with applicable clearinghouse, Federal Reserve and correspondent bank rules in processing transactions related to the Program. Customer agree that Bank is not required to notify Customer of a change in those rules, except to the extent required by law.
19.2 U.S. BANK NON-INTEREST BEARING DEPOSIT
T
his Section of the Agreement applies if the U.S. Bank Non-Interest-Bearing Deposit sweep option is selected as the end- of-day cash sweep option for the Account. Customer hereby acknowledges that uninvested cash is swept to a non-interest bearing deposit account at U.S. Bank National Association for the benefit of Bank’s customers. Customer acknowledges that (i) the Non-Interest -Bearing Deposit Account is owned by Bank on behalf of its customers, (ii) all deposits and withdrawals from such account are performed and controlled by Bank, and (iii) cash shall be insured by the FDIC, as determined under FDIC regulations, subject to applicable limits (typically, up to $250,000 per depositor for all deposits such depositor holds at U.S. Bank National Association).
19.3 OTHER (MUST BE AGREED TO BY BANK AND DESIGNATED ADVISOR; MAY IMPACT ACCOUNT FEES)
19.3.1 This Section of t he Agreement ap plies if Customer was approved to u se an i nvestment other t han U.S. Bank Liquidity Plus or the Non-Interest Bearing Deposit as their end-of-day cash sweep option for the Account. 20 of 24
19. 3.2 Customer hereby acknowledges and confirms that Customer has received and read any prospectus or other documentation relating to such investment, understands any fees or affiliations of such investment with Bank, and h as reviewed the materials below referred to U.S. Bank Important Investment Disclosures.
19.3.3 This authorization and direction shall continue in effect with respect to the identified investment should investment be merged with or into another investment.
S
ECTION 20: E-SIGN AUTHORIZATION AND CONSENT
20.1 E-SIGN COMPLIANCE AND CONSENTS
If this Agreement is executed using a third-party e-sign service, Customer agrees that this Agreement and its execution comply with the Electronic Signatures in Global and National Commerce Act, and with any applicable state and local law governing the electronic formation and signature of contracts, as amended from time to time, and will not be denied legal effect, validity, or enforceability solely because the Agreement is in electronic form or an electronic signature or electronic record was used in its formation. Customer consents to the provision of Customer’s personal information to any third-party e-sign service and Customer consents such service’s permanent retention of such data on behalf of Bank. Customer assumes all risk and liability relating to the electronic formation or electronic signature of this Agreement, whether resulting from or in (a) a denial of legal effect, validity, or enforceability of the Agreement; (b) a breach of confidentiality, privacy, or security; or (c) any other cause or in any other consequence. Customer hereby waives any defense that the Agreement is ineffective, invalid, or unenforceable solely because the Agreement is in electronic form or an electronic signature or electronic record was used in its formation.
Information as of June 2020
U.S. Bank Public- Meeder Specific Agreement
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U.S. Bank Important Investment Disclosures
Mutual fund compensation and related mutual fund disclosures Mutual funds are open or closed end, pooled investment vehicles that are considered investment companies. They must be registered with, and are regulated by, the Securities Exchange Commission under the Investment Company Act of 1940. U.S. Bancorp, or its affiliates, including U.S. Bancorp Asset Management, Inc. (USBAM), U.S. Bank N.A. (USBNA) and U.S. Bancorp Fund Services, LLC dba U.S. Bank Global Fund Services (USBFS) (hereafter together U.S. Bank) have entered, and will from time to time ent er, into agreements with mutual funds and/or their sponsors, service providers and affiliates whereby U.S. Bank receives compensation, as applicable, for investment advisory services, shareholder services, administration, custody, securities lending, accounting, transfer agency, sub-transfer agency, National Securities Clearing Corporation (NSCC) networking, distribution, principal underwriting and other services rendered to, or on behalf of, mutual funds. For these services, U.S. Bank generally receives a percentage compensation (basis points), based on account assets invested in a mutual fund and determined using the average daily net assets held by the account in that fund. This compensation does not increase the fees paid by an account beyond the fees described in the account fee schedule and the fund’s prospectus. This Disclosure describes the compensation U.S. Bank receives for services it performs. This Disclosure should not be considered investment advice.
First American Funds, Inc. money market funds : The First American Funds, Inc. money market funds are U.S. Bank affiliated funds managed by USBAM. U.S. Bank provides services to these funds, which may include providing administration, custody, shareholder, transfer agent, accounting, distribution and principal underwriting services.
U.S. Bank receives fees for these services as shown in the schedule below. U.S. Bank may waive a portion of the f
ees it is entitled to receive for providing services to the First American Funds, Inc. (Total Fees). Total Fees equal the Gross Advisory Fees and Gross Other Fees & Expenses and are stated before any waivers. Net Fees & Expenses shown below are stated after any contractual waivers. Contractual fee waivers may be terminated with the approval of the fund’s board of directors. Gross Other Fees & Expenses may vary slightly based on charges for services rendered, but the basis for calculating these amounts does not change. You authorize the fees paid by the funds and received by U. .S. Bank up to the Total Annual Fund Operating Expenses disclosed in the prospectuses.
Affiliated fund name
First American Funds
Government Obligations
Institutional Prime
Obligations
Gross
advisory
fees
Gross other fees & expenses
received by U.S. Bank
Net fees & expenses
received by U.S.
Bank
Class
X/Z/V/Y/A
Class
X
Class
Z
Class
V
Class
Y
Class
A
Class
X
Class
Z
Class
V
Class
Y
Class
A
0.10%
0.10%
0.14%
0.45%
0.14%
0.20%
0.24%
0.30%
0.39%
0.45%
0.67%
N/A
0.14%
0.14%
0.18%
0.20%
0.30%
0.30%
0.45%
0.45%
0.75%
N/A
Retail Prime Obligations 0.10%
0.16% 0.16%
0.26% 0.41%
0.70% 0.14% 0.20% 0.30% 0.45% 0.75%
Retail Tax Free Obligations 0.10% N/A 0.22% 0.32% 0.47%
0.77%
N/A 0.20%
0.30% 0.45% 0.75%
Treasury Obligations 0.10%
0.14% 0.14%
0.24% 0.39%
0.69% 0.14% 0.18% 0.30% 0.45% 0.75%
U.S. Treasury Money
Market
0.10% N/A
0.17%
0.27% 0.42%
0.72%
N/A
0.20% 0.30% 0.45% 0.75%
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Fees and expenses above may be found in the fund prospectuses.
Investment products and services are:
NOT A DEPOSIT • NOT FDIC INSURED • MAY LOSE VALUE • NOT BANK GUARANTEED •
NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
F
idelity and Federated money market mutual funds: U.S. Bank may receive custody, shareholder servicing, accounting, administration, sub-transfer agency and other fees of up to 60 basis points, though more generally, fees range from zero to 25 basis points, from the following funds. Load fees described in prospectuses are waived.
Fund name Fund name
Federated California Municipal Cash Trust –
Institutional Shares
Fidelity Institutional Money Market Treasury Only
Portfolio – Class I
Fidelity Institutional Money Market Government
Portfolio – Class I
Fidelity Institutional Money Market Treasury Portfolio – Class I
Fidelity Institutional Money Market Prime Portfolio –
Class I
Fidelity Money Market Portfolio – Class I
Fidelity Institutional Money Market Tax-Exempt
Portfolio – Class I
Nuveen Mutual Funds: Firstar Capital Corporation (Firstar Capital), an affiliate of U.S. Bancorp, holds a less - than- 10 percent ownership interest in Windy City Investments Holdings, LLC, which was formerly the parent of Windy City Investment, Inc. and the indirect parent of Nuveen Fund Advisors, LLC, which is the investment advisor to the Nuveen Mutual Funds. On October 1, 2014, Windy City Investments, Inc. was sold to Teachers Insurance and Annuity Association of America. As a result of the sale, U.S. Bancorp no longer has an indirect ownership interest in Nuveen Fund Advisors, LLC. Depending on the outcome of certain factors, Firstar Capital might in the future receive an earn-out payment related to its interest in Windy City Investment IRA account, to the extent the earn- out payment is attributable to the account’s interest in Nuveen Mutual Funds, U.S. Bank will credit to the account a proportionate amount of the payment. Importantly, the sale changed neither the services that U.S. Bank expects to provide to the accounts holding Nuveen Mutual Funds nor the compensation that U.S. Bank expects to receive for providing such services.
Other Mutual Funds: U.S. Bank has entered into agreements with mutual funds other than First American Funds, including the Nuveen Mutual Funds (Other Mutual Funds) or with Other Mutual Funds’ service providers (including investment advisors, administrators, transfer agents or distributors) whereby U.S. Bank provides services for a fee to, or on behalf of, the Other Mutual Funds. Services may include, as applicable, custody and shareholder services provided by USBNA (fee rates for these services may be up to 100 basis points, though more generally fees r ange from one to 40 basis points), networking services provided by NSCC (fee rates for these services may be up to 140 basis points), accounting, administration and sub -transfer agency services provided by USBFS (fee rates for these services may be up to 30 basis points) and USBFS employees may also serve on the board of directors or as officers of Other Mutual Funds at no additional charge.
U.S. Bank has also entered into an agreement with National Financial Services, LLC (NFS) to provide shareholder and administration services for, or on behalf of, NFS, Fidelity Brokerage Services, LLC and the Other Mutual Funds available on the NFS platform (fee rates for these services may be up to 36 basis points). The fees received by U.S. Bank include 12b-1 fees.
U.S. Bank will receive shareholder servicing compensation of up to 12.5 basis points on account assets invested in the Nuveen Mutual Funds.
23 of 24
Fees received by U.S. Bank from Nuveen Mutual Funds, Fidelity and Federated Money Market Mutual Funds, Other Mutual Funds and NFS are not in addition to, and do not increase, fund operating expenses or other fees and expenses as described in the applicable prospectuses.
Securities lending: U.S. Bank receives fees from the First American Funds, Inc. for securities lending services, as applicable, of up to 20 percent of each fund’s net income from securities lending transactions as addressed in the prospectuses. U.S. Bank receives fees from Nuveen Mutual Funds and Other Mutual Funds for securities lending services, which are generally calculated as a percentage of each fund’s net income from securities lending transactions, as addressed in the prospectus.
Other important information: USBAM is a registered investment advisor and a wholly -owned subsidiary of USBNA. USBAM serves as investment advisor to First American Funds, Inc. U.S. Bank is not responsible for and does not guarantee the products, services or performance of USBAM.
If investing in mutual funds, each fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information. Please contact the fund or a member of your relationship team for a copy. Read the prospectus carefully before investing.
Mutual fund investing involves risk and principal loss is possible. Investing in certain funds involves special risks, such as those related to investments in small - and mid-capitalization stocks, foreign, debt and high yield securities and funds that focus their investments in a particular industry. Please refer to the fund prospectus for additional details pertaining to these risks.
Income from tax -exempt funds may be subject to state and local taxes and a portion of income may be subject to the federal and/or state alternative minimum tax for certain investors. Federal and/or state income tax rules will apply to any capital gains distribution.
An investment in money market funds is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. It is possible to lose money by investing in these funds.
See the applicable fund prospectuses, which may be found on the fund companies’ websites, for a complete description, including calculation formulas, for management, custody and other fees associated with the mutual funds.
For more information, including whether a fund is affiliated with, or pays U.S. Bank fees, contact a member of your relationship team. www.federatedinvestors.com | www.fidelity.com | www.firstamericanfunds.com | www.nuveen.com
Private Investment Fund disclosure
“Private Investment Funds” or “Private Funds” are pooled investment vehicles that are excluded from the definition of investment company under the Investment Company Act of 1940 by section 3(c)(1) or 3(c)(7) of that Act. The term Private Fund generally includes funds commonly known as hedge funds and private equity funds. USBNA and USBFS may enter into agreements with Private Funds or with their service providers, whe reby USBNA and USBFS provide services to such funds and receive fees or compensation for these services from the funds or the funds’ sponsors or agents. USBNA services provided include, as applicable, trust and administrative services including collateral custody, collateral agent, administrative and reporting functions, registrar, paying agent, loan administration, escrow, document custody, back -up servicer services, deposit account services, and various lending services to the fund and/or its investments including direct loans, revolving credit facilities and other extensions of credit and loan administration. USBFS services provided include, as applicable, fund administration including accounting, shareholder services, transfer agency and reporting services. For the types of fees charged to any Fund, see the Fund issuer’s private placement offering documents. Fees received by U.S. Bank from Private Funds are not in addition to, and do not increase, fund operating expenses or other fees and expenses as described in the applicable Fund’s offering documents.
Other important information: Private Investment Funds are speculative and involve a substantially more complicated set of risk factors than traditional investments such as stocks or bonds, including use of derivatives, leverage and short sales which can magnify potential losses or gains.
Restrictions may exist on the ability to redeem or transfer interests in a Private Investment Fund. Investors considering an investment in Private Investment Funds must be fully aware that these investments are illiquid by nature, typically represent a long-term binding commitment and are not readily marketable. The valuation procedures for these holdings are often 24 of 24
subjective in nature.
Private Investment Funds are not suitable for every investor even if the investor meets the financial eligibility requirements.
It is important to consult with your tax and investment professional to determine how these investments might fit your asset allocation, risk profile and tax situation.
Private Investment Funds are offered to you by the Fund issuer with a private placement memorandum (“PPM”), which a prospective investor must carefully read for a more complete description of fees, risks and restrictions. For more information, contact your Portfolio Manager or a member of your relationship team. ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement
Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) 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 Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.
The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin .
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.