Agenda packet — San Rafael City Council, November 7, 2022 (part 1 of 3)

AGENDA
SAN RAFAEL CITY COUNCIL - MONDAY, NOVEMBER 7, 2022
REGULAR MEETING AT 7:00 P.M.

In-Person:

San Rafael City Council Chambers
1400 Fifth Avenue, San Rafael, CA 94901
Participate Virtually:

Watch on Zoom Webinar: https://tinyurl.com/CC-2022-11-07 Watch on YouTube: www.youtube.com/cityofsanrafael
Listen by phone: (669) 900-9128
ID: 817-3692-0337#
One Tap Mobile: US: US: +16699009128,,81736920337#
CORONAVIRUS (COVID-19) ADVISORY NOTICE
In response to Assembly Bill 361, the City of San Rafael is offering teleconference without complying with the procedural requirements of Government Code section 54953(b)(3). This meeting will be held in-person, virtually using Zoom and is being streamed to YouTube at www.youtube.com/cityofsanrafael.

How to participate in the meeting in-person:
• Stay home if you are experiencing COVID-19 symptoms.
• Face coverings are recommended for attendees.
• Use the sign-in sheet (optional) which allows notification of potentially exposed individuals if contact tracing reveals COVID-19 transmission may have occurred in a given meeting. • Attendance will be limited to 50 percent of room capacity (no more than 90 persons) and all inperson attendees should socially distance as recommended by public health authorities. If the Chambers are 50% occupied, please participate online instead or utilize the audio feed in the lobby.
• All attendees are encouraged to be fully vaccinated.

How to participate in the meeting virtually:
• Submit public comment in writing before 4:00 p.m. the day of the meeting to [email protected].
• Join the Zoom webinar and use the 'raise hand' feature to provide verbal public comment. • Dial-in to Zoom's telephone number using the meeting ID and press *9 to raise your hand, and *6 to unmute yourself, then provide verbal public comment.

Any member of the public who needs accommodations should contact the City Clerk (email [email protected] or phone at 415-485-3066) who will use their best efforts to provide reasonable accommodations to provide as much accessibility as possible while also maintaining public safety in accordance with the City procedure for resolving reasonable accommodation requests.

OPEN SESSION

1. None.

CLOSED SESSION

2. None.
2 OPEN TIME FOR PUBLIC EXPRESSION
The public is welcome to address the City Council at this time on matters not on the agenda that are within its jurisdiction. Please be advised that pursuant to Government Code Section 54954.2, the City Council is not permitted to discuss or take action on any matter not on the agenda unless it determines that an emergency exists, or that there is a need to take immediate action which arose following posting of the agenda. Comments may be no longer than two minutes and should be respectful to the community.

CITY MANAGER AND COUNCILMEMBER REPORTS:
(including AB 1234 Reports on Meetings and Conferences Attended at City Expense)

3. City Manager and Councilmember Reports:

CONSENT CALENDAR:

The opportunity for public comment on consent calendar items will occur prior to the City Council’s vote on the Consent Calendar. The City Council may approve the entire consent calendar with one action. In the alternative, items on the Consent Calendar may be removed by any City Council or staff member, for separate discussion and vote.

4. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the City Council Regular Meeting of October 17, 2022 (CC) Recommended Action - Approve minutes as submitted
b. Use of Teleconferencing for Public Meetings During State of Emergency Resolution Pursuant to Assembly Bill 361 Making Findings and Confirming the Need for the Use or Continued Use of Teleconferencing to Hold Public Meetings of the City’s Legislative Bodies During the Continuing State of Emergency Relating to the Covid-19 Pandemic (CA) Recommended Action - Adopt Resolution
c. Tri-Annual Building Code Ordinance Amendments
Introduction of an Ordinance Amending Title 12 (Building Regulations) of the Municipal Code of the City of San Rafael, to Adopt by Reference the 2022 Edition of the California Building Code, the California Residential Code, the California Mechanical Code, the California Plumbing Code, the California Electrical Code, the California Existing Building Code, the California Green Building Construction Standards Code, the California Historical Building Code, the California Energy Code, and the California Referenced Standards Code, with Appendices and Amendments Herein; to Adopt by Reference the 2021 Edition of the International Property Maintenance Code and the International Swimming Pool and Spa Code, with Amendments Herein; Adopting Administrative and Program Provisions for the Codes; Adopting New Chapter 12.350 with Administrative and Program Regulations on Gate Safeguards; and Adopting Findings of Fact Supporting the Amendments to the Codes; and Setting a Public Hearing for November 21, 2022 (CD) Recommended Action – Waive further reading of the ordinance and refer to it by title only, introduce the Ordinance, and set a public hearing for November 21, 2022 3 d. Sun Valley Park Playground Project
Resolution Awarding and Authorizing the City Manager to Execute a Construction Agreement for the Sun Valley Park Playground Project, City Project No. 11391, to Bauman Landscape and Construction, Inc. in the Amount of $453,709, and Authorizing Contingency Funds of $66,291 for a Total Appropriated Amount of $520,000 (PW) Recommended Action – Adopt Resolution
e. Pickleweed Park Enhancement Project
Resolution Approving and Authorizing the City Manager to Execute a Professional Services Agreement with Gates + Associates for Landscape Architectural and Engineering Design Services Associated with the Pickleweed Park Enhancement Project, City Project No. 11376, in the Amount Not to Exceed $498,734 (PW)
Recommended Action – Adopt Resolution
f. Special Event Street Closures in Downtown San Rafael Resolution Authorizing the Temporary Closure of Fourth Street Between Lincoln Avenue and Cijos Street for the Annual Parade of Lights and Winter Wonderland Event (PD) Recommended Action – Adopt Resolution
g. Investment Management and Advisory Services
Resolution Approving and Authorizing the City Manager to Execute an Agreement with Chandler Asset Management to Provide Investment Management and Advisory Services for Three (3) Years with an Option to Extend for an Additional Two (2) Years (Fin) Recommended Action – Adopt Resolution

SPECIAL PRESENTATION

5. Special Presentation:
a. Presentation of Proclamation Supporting United Against Hate Week (CM) b. Presentation of Proclamation to Stacey Laumann for Her Service on the Park & Recreation Commission (LR)

PUBLIC HEARING

6. Public Hearing:
a. Triannual Fire Code Ordinance Amendments
Final Adoption of Ordinance No. 2020: An Ordinance Amending Chapter 4.08 of the San Rafael Municipal Code to Adopt by Reference the California Fire Code 2022 Edition with Amendments, the International Fire Code 2021 Edition, and Appendix A of the 2021 International Wildland-Urban Interface Code and Adopting Findings of Fact Supporting the Amendments to Such Codes (FD)
Recommended Action – Final adoption of Ordinance No. 2020

OTHER AGENDA ITEMS

7. Other Agenda Items:
4 a. US 101/I-580 Multimodal and Local Access Improvement Project Informational Report from Transportation Authority of Marin (TAM) on the US 101/I-580 Multimodal and Local Access Improvement Project and Additional Interchange Proof of Concept on Interstate 580 (PW)
Recommended Action – Accept report
b. San Rafael Cannabis Industry Tax Rate Setting
Resolution Setting Lower Cannabis Industry Tax Rates for Cannabis Delivery Businesses, for the Period of January 1, 2023 Through December 31, 2024 (ED/CM) Recommended Action – Adopt Resolution
c. Update to the Unrepresented Executive Management Salary Schedule Resolution Approving the Adjustment of the Compensation Schedule for the City Manager Position and Recruitment (AS)
Recommended Action – Adopt Resolution
SAN RAFAEL SUCCESSOR AGENCY:

1. Consent Calendar: - None.

ADJOURNMENT:

Any records relating to an agenda item, received by a majority or more of the Council less than 72 hours before the meeting, shall be available for inspection online and at City Hall, 1400 Fifth Avenue, and placed with other agenda-related materials on the table in front of the Council Chamber prior to the meeting. Sign Language interpreters may be requested by calling (415) 485-3066 (voice), emailing [email protected] or using the California Telecommunications Relay Service by dialing “711”, at least 72 hours in advance of the meeting. Copies of documents are available in accessible formats upon request. To request Spanish language interpretation, please submit an online form at https://www.cityofsanrafael.org/request-for-interpretation/.

Minutes subject to approval at the meeting on November 7, 2022

MINUTES
SAN RAFAEL CITY COUNCIL - MONDAY, OCTOBER 17, 2022
REGULAR MEETING AT 7:00 P.M.

In-Person:

San Rafael City Council Chambers
1400 Fifth Avenue, San Rafael, CA 94901
Participate Virtually:

Watch on Zoom Webinar: https://tinyurl.com/CC-2022-10-17 Watch on YouTube: www.youtube.com/cityofsanrafael
Listen by phone: (669) 900-9128
ID: 899-2635-9885#
One Tap Mobile: US: +16699009128,,89926359885#
CORONAVIRUS (COVID-19) ADVISORY NOTICE
In response to Assembly Bill 361, the City of San Rafael is offering teleconference without complying with the procedural requirements of Government Code section 54953(b)(3). This meeting will be held in-person, virtually using Zoom and is being streamed to YouTube at www.youtube.com/cityofsanrafael.

Present: Councilmember Bushey
Councilmember Hill
Vice Mayor Kertz
Councilmember Llorens Gulati
Mayor Kate

Absent: None
Also Present: City Manager Jim Schutz
2 City Attorney Robert Epstein
City Clerk Lindsay Lara
Mayor Kate called the meeting to order at 7:03 p.m. and invited City Clerk Lindsay Lara to call the roll. All members of the City Council were present.

City Attorney Robert Epstein announced that no reportable action was taken in the Closed Session held on October 11, 2022 at 7:00 p.m.

Mayor Kate provided opening remarks, which included the hybrid City Council meeting, gratitude to City Staff, a San Rafael Cultural Arts District update, a community art project unveiling at Arbor Park to be held Saturday, October 22 11 a.m.-12:30 p.m., Dia de los Muertos Car Procession and Alter Display to be held Saturday, October 22 3-4 p.m., Trick or Treat on 4th Street to be held Saturday, October 29 1-3 p.m. and a land acknowledgment.

City Clerk Lindsay Lara announced the process for Spanish interpretation for the evening. She informed the community that the in-person meeting would also be recorded and streamed live to YouTube and through Zoom, and members of the public would provide public comment either on the telephone or through Zoom. She explained the process for community participation on the telephone, through Zoom and in-person.

OPEN SESSION

1. None.

CLOSED SESSION

2. None.

OPEN TIME FOR PUBLIC EXPRESSION
• Jeff Rhoads, Resilient Shore addressed the City Council regarding San Rafael sea level rise and flood risk reduction. He expressed gratitude for the City bringing onboard new Adaptation Planner, Kate Hagemann.
• Richard O’Brien addressed the City Council regarding Consent Calendar Item 4.c Citizen of the Year Award Designation.
• Eva Chrysanthe addressed the City Council regarding the services at the Service Support Area.
• Linda Lang addressed the City Council regarding residential developments planned at Northgate.
• Rose addressed the City Council regarding Consent Calendar Item 4.c Citizen of the Year Award Designation.
• John Reynolds addressed the City Council requesting updates on the recent use of force incident by San Rafael police officers, the plan for the Canal (in addition to the recent lighting and paving), and the 400 Canal Street apartment building’s new ownership/evictions.

CITY MANAGER AND COUNCILMEMBER REPORTS:
(including AB 1234 Reports on Meetings and Conferences Attended at City Expense)

3. City Manager and Councilmember Reports:

City Manager Jim Schutz announced:
• Community Conversations Update
- Community Conversations to be held October 22 – November 14 • Recent Use of Force Incident by San Rafael Police Officers Update - Policing in our Community Meetings to be held at the Al Boro Community Center 3 (and virtually) Monday, October 24 at 6 p.m. and Thursday, November 3 at 6 p.m.

Councilmember Reports:
• Councilmember Kertz reported on Marin Emergency Radio Authority (MERA) meetings and a tour of independent housing units in Petaluma. She announced her Community Conversation to be held Saturday, October 22 at Ounces Outdoors at 12:30 p.m., following the Arbor Park art project unveiling to be held at 11 a.m. • Councilmember Hill reported on a tour of the Downtown San Rafael Arts District with state legislators and the Canal dredging kick-off.
• Councilmember Bushey reported on the Canal dredging kick-off, as well as, San Rafael Library Foundation, Central Marin Sanitation Agency and Las Gallinas Water District meetings. She noted her Community Conversation was held last week and she thanked Mayor Kate for attending in her place.
• Councilmember Llorens Gulati reported on her interview on the weekly radio show Cuerpo Corazon Communidad (Body Heart Community), Supervisor Dennis Rodoni’s Community Conversation, an Economic Development Subcommittee meeting and the Canal dredging kick-off. She announced her Community Conversation to be held Monday, November 14 at the Al Boro Community Center at 6 p.m. She noted Dia de los Muertos is coming up on November 5 in the Canal.
• Mayor Kate reported on the Canal dredging kick-off, a Walk and Roll (Safe Routes to Schools/Transportation Authority of Marin). She announced her Community Conversation to be held Wednesday, November 3 at the Terra Linda Community Center at 5:30 p.m.

Mayor Kate invited public comment.

Speaker: Eva Chrysanthe
CONSENT CALENDAR:

Mayor Kate pulled Item 4.c from the Consent Calendar for further discussion.

Mayor Kate invited public comment on all Consent items, 4.a through 4.i.

Speaker: Eva Chrysanthe
Councilmember Kertz moved and Councilmember Hill seconded to approve the Consent Calendar, excluding Item 4.c., and the City Clerk read the title of the ordinance presented in item 4.f AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None

4. Consent Calendar Items:
a. Approval of Minutes
Approve Minutes of the City Council Regular and Special Meetings of September 19, 2022 and the City Council Regular Meeting of October 3, 2022 (CC) Approved minutes as submitted
4 b. Use of Teleconferencing for Public Meetings During State of Emergency Resolution Pursuant to Assembly Bill 361 Making Findings and Confirming the Need for the Use or Continued Use of Teleconferencing to Hold Public Meetings of the City’s Legislative Bodies During the Continuing State of Emergency Relating to the Covid-19 Pandemic (CA)
Resolution 15138 - Resolution Pursuant to Assembly Bill 361 Making Findings and Confirming the Need for the Use or Continued Use of Teleconferencing to Hold Public Meetings of the City’s Legislative Bodies During the Continuing State of Emergency Relating to the Covid-19 Pandemic c. Citizen of the Year Award Designation
Resolution Designating “The Richard P. O’Brien and Mary Ferrario O’Brien Citizen of the Year Award” as the “Richard P. O’Brien and Mary Ferrario O’Brien Public Service Award” (CC)
This item was held from the Consent Calendar.

Lindsay Lara, City Clerk presented the Staff Report.

Staff responded to questions from Councilmembers.

Councilmembers provided comments.

Mayor Kate invited further public comment on this item.

Speakers: Richard O’Brien, Eva Chrysanthe
Due to a technical difficulty resulting in audio being muted for community members participating on Zoom, City Clerk Lindsay Lara re-presented the Staff Report, and reiterated the questions posed by the City Council.

Mayor Kate re-invited public comment on this item.

Speakers: Jonathan Frieman, Rose, Eva Chrysanthe, John Reynolds Councilmembers provided comments.

Councilmember Llorens Gulati moved and Councilmember Hill seconded to adopt the resolution.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Resolution 15147 - Resolution Designating “The Richard P. O’Brien and Mary Ferrario O’Brien Citizen of the Year Award” as the “Richard P. O’Brien and Mary Ferrario O’Brien Public Service Award”
5 d. Information Technology Services Agreement Renewal
Resolution Authorizing the City Manager to Execute a General Service Agreement with Addendum with Xantrion, Inc., for Information Technology Services from November 1, 2022 Through October 31, 2023 in an Amount Not to Exceed $1,068,350 (DS) Resolution 15139 - Resolution Authorizing the City Manager to Execute a General Service Agreement with Addendum with Xantrion, Inc., for Information Technology Services from November 1, 2022 Through October 31, 2023 in an Amount Not to Exceed $1,068,350 e. City Quarterly Investment Report
Acceptance of City of San Rafael Quarterly Investment Report for the Quarter Ending September 30, 2022 (Fin)
Accepted report
f. Triannual Fire Code Ordinance Amendments
Introduction of An Ordinance of the City of San Rafael City Council Amending Chapter

4.08 of the San Rafael Municipal Code to Adopt by Reference the California Fire Code 2022 Edition with Amendments, the International Fire Code 2021 Edition, and Appendix A of the 2021 International Wildland-Urban Interface Code and Adopting Findings of Fact Supporting the Amendments to Such Codes; and Setting a Public Hearing for November 7, 2022 (FD)
Waived further reading of the ordinance and referred to it by title only, introduced the Ordinance, and set a public hearing for November 7, 2022
g. Sponsorship of Minor Park Amenities Policy
Resolution Adopting the Sponsorship of Minor Park Amenities Policy, and Rescinding Resolution 8923 Donation of Park Trees and Bench Guidelines (LR) Resolution 15140 - Resolution Adopting the Sponsorship of Minor Park Amenities Policy, and Rescinding Resolution 8923 Donation of Park Trees and Bench Guidelines h. Increase Construction Contingency on Fire Stations 54 & 55 Essential Facilities Projects Resolution Authorizing Additional Construction Contingency Funds for Phase 2 Essential Facilities Projects – Fire Stations 54 and 55, In an Amount Not to Exceed $450,000, For a Total Construction Contingency Amount of $1,330,900 (PW) Resolution 15141 - Resolution Authorizing Additional Construction Contingency Funds for Phase 2 Essential Facilities Projects – Fire Stations 54 and 55, In an Amount Not to Exceed $450,000, For a Total Construction Contingency Amount of $1,330,900 i. One Bay Area Grant (OBAG3) Resolutions
Resolution of Compliance with State Housing Laws and Resolutions of Local Support for Four Projects: Canal Active Transportation Improvements, Canal/Southeast San Rafael PDA, Northgate PDA and Second and Fourth Street Intersection Improvements (PW/CD) i. Resolution Verifying Compliance with State Housing Laws Resolution 15142 - Resolution Verifying Compliance with State Housing Laws ii. Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Canal Active Transportation Improvements Project
Resolution 15143 - Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Canal Active Transportation Improvements Project
6 iii. Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Canal/Southeast Area PDA Study Project
Resolution 15144 - Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Canal/Southeast Area PDA Study Project
iv. Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Northgate Area PDA Study Project
Resolution 15145 - Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Northgate Area PDA Study Project
v. Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Second and Fourth Street Intersection Improvements Project Resolution 15146 - Resolution Authorizing the Filing of Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurance to Complete the Second and Fourth Street Intersection Improvements Project

SPECIAL PRESENTATION

5. Special Presentation:
a. Presentation of Proclamation Supporting the 2022 Great Shake Out Earthquake Drill (FD) Mayor Kate presented the proclamation.

Richard Diaz, Community Disaster Preparedness Coordinator provided comments in English and Spanish.

Mayor Kate invited public comment.

Speaker: Eva Chrysanthe

OTHER AGENDA ITEMS

6. Other Agenda Items:
a. Transit Center Relocation Draft Environmental Impact Report Update Informational Update from Golden Gate Bridge, Highway & Transportation District Regarding the New Downtown San Rafael Transit Center (PW/CD) Ali Giudice, Community Development Director presented the Staff Report.

Adam Dankberg and Shilpa Trisal, Golden Gate Bridge, Highway & Transportation District gave a presentation.

Staff responded to questions from Councilmembers.

Mayor Kate invited public comment.
7 Speakers: Jeff Rhoads, Resilient Shore, Kevin Hagerty, League of Women Voters of Marin County Transportation, Land Use & Housing Committee, Bill Carney, Sustainable San Rafael, John Reynolds, Eva Chrysanthe, Warren Wells, Marin County Bicycle Coalition, Aaron Burnett, Canal Alliance, Jonathan Frieman
Staff responded to public comment.

Councilmembers provided comments.

Councilmember Llorens Gulati moved and Councilmember Kertz seconded to accept the report.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Accepted report
b. San Quentin Pump Station Reconstruction
Adopt Resolutions for the San Quentin Pump Station Reconstruction Project, City Project No. 11334 (PW)
April Miller, Public Works Director introduced Theo Sanchez, Associate Civil Engineer who presented the Staff Report.

Staff responded to questions from Councilmembers.

Mayor Kate invited public comment.

Speakers: Jeff Rhoads, Resilient Shore, Bill Carney, Sustainable San Rafael, Kate Powers, Eva Chrysanthe,
Staff responded to public comment.

Councilmembers provided comments.
i. Resolution Awarding and Authorizing the City Manager to Execute the Construction Agreement for the San Quentin Pump Station Reconstruction Project to Thompson Builders Corporation, in the Amount of $6,538,725 and Authorizing Contingency Funds in the Amount of $685,275 For a Total Contract Appropriation of $7,224,000 Councilmember Llorens Gulati moved and Councilmember Bushey seconded to adopt the resolution.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Resolution 15148 - Resolution Awarding and Authorizing the City Manager to Execute the Construction Agreement for the San Quentin Pump Station Reconstruction Project to Thompson 8 Builders Corporation, in the Amount of $6,538,725 and Authorizing Contingency Funds in the Amount of $685,275 For a Total Contract Appropriation of $7,224,000 ii. Resolution Authorizing and Directing the City Manager to Execute a Deductive Change Order to the Thompson Builders Corporation Construction Agreement for the San Quentin Pump Station Reconstruction Project in the Amount of $724,000, For a Revised Contract Appropriation of $6,500,000
Councilmember Bushey moved and Councilmember Hill seconded to adopt the resolution.

AYES: Councilmembers: Bushey, Hill & Mayor Kate
NOES: Councilmembers: Kertz & Llorens Gulati
ABSENT: Councilmembers: None
Resolution 15149 – Resolution Authorizing and Directing the City Manager to Execute a Deductive Change Order to the Thompson Builders Corporation Construction Agreement for the San Quentin Pump Station Reconstruction Project in the Amount of $724,000, For a Revised Contract Appropriation of $6,500,000
iii. Resolution Approving and Authorizing the City Manager to Execute a Professional Services Agreement with AlphaCM, Inc. for Construction Management, Inspection, and Testing Services Associated with the San Quentin Pump Station Reconstruction Project, in the Amount Not to Exceed $515,716
Councilmember Kertz moved and Councilmember Bushey seconded to adopt the resolution.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Resolution 15150 – Resolution Approving and Authorizing the City Manager to Execute a Professional Services Agreement with AlphaCM, Inc. for Construction Management, Inspection, and Testing Services Associated with the San Quentin Pump Station Reconstruction Project, in the Amount Not to Exceed $515,716
iv. Resolution Approving and Authorizing the City Manager to Execute a Second Amendment to the Professional Services Agreement with CSW/Stuber-Stroeh Engineering Group, Inc. for Bid, Construction, and Environmental Compliance Support Services Associated with the San Quentin Pump Station Reconstruction Project, in the Amount Not to Exceed $130,550, for a Revised Total Agreement Amount of $504,567 Councilmember Hill moved and Councilmember Llorens Gulati seconded to adopt the resolution.

AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None
ABSENT: Councilmembers: None
Resolution 15151 - Resolution Approving and Authorizing the City Manager to Execute a Second Amendment to the Professional Services Agreement with CSW/Stuber-Stroeh Engineering Group, 9 Inc. for Bid, Construction, and Environmental Compliance Support Services Associated with the San Quentin Pump Station Reconstruction Project, in the Amount Not to Exceed $130,550, for a Revised Total Agreement Amount of $504,567
SAN RAFAEL SUCCESSOR AGENCY:

Chair Kate invited public comment; however, there was none.

Member Bushey moved and Member Kertz seconded to approve the Consent Calendar.

1. Consent Calendar:
a. Successor Agency Quarterly Investment Report
Acceptance of Successor Agency Quarterly Investment Report for the Quarter Ending September 30, 2022 (Fin)
Accepted report
AYES: Members: Bushey, Hill, Kertz, Llorens Gulati & Chair Kate NOES: Members: None
ABSENT: Members: None
ADJOURNMENT:

Mayor Kate adjourned the meeting at 10:40 p.m.
___________________________
LINDSAY LARA, City Clerk
APPROVED THIS _____DAY OF____________, 2022
_____________________________________
KATE COLIN, Mayor
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.b
Meeting Date: November 7, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: City Attorney
Prepared by: Genevieve Coyle,
Assistant City Attorney
City Manager Approval: ______________
TOPIC: USE OF TELECONFERENCING FOR PUBLIC MEETINGS DURING STATE OF

EMERGENCY
SUBJECT: RESOLUTION PURSUANT TO ASSEMBLY BILL 361 MAKING FINDINGS AND

CONFIRMING THE NEED FOR THE USE OR CONTINUED USE OF
TELECONFERENCING TO HOLD PUBLIC MEETINGS OF THE CITY’S LEGISLATIVE

BODIES DURING THE CONTINUING STATE OF EMERGENCY RELATING TO THE COVID-19 PANDEMIC
RECOMMENDATION:

Adopt the resolution pursuant to Assembly Bill 361 making findings and confirming the need for the use or continued use of teleconferencing to hold public meetings of the City’s legislative bodies during the continuing state of emergency relating to the COVID-19 pandemic.

BACKGROUND:

The Ralph M. Brown Act (“Brown Act”) requires that except as specifically provided, “meetings of the legislative body of a local agency shall be open and public, and all persons shall be permitted to attend any meeting of the legislative body”. (Gov. Code §54953(a).) For many years, the Brown Act has authorized members of a local agency’s legislative body to attend a public meeting by teleconference in compliance with strict procedural requirements. Under Government Code section 54953(b)(3), to use teleconferencing, at least a quorum of the legislative body must participate from locations within the agency’s boundaries, and the agency must give notice of each teleconference location, post an agenda at each teleconference location, provide for public access to each teleconference location, and allow members of the public to address the Council at each teleconference location.

On March 4, 2020, Governor Newsom declared a statewide state of emergency in connection with the COVID-19 pandemic. Subsequently, on March 18, 2020, the Governor issued Executive Order No. N29-20 suspending the Brown Act’s requirements for in-person meetings and facilitating the use of teleconferencing for public meetings during the state of emergency. The Executive Order authorized public meetings to be held by teleconference only, provided that notice and accessibility requirements are met, members of the public are allowed to observe and address the legislative body at the meeting, and there is a procedure for receiving and swiftly resolving requests for reasonable accommodation for individuals with disabilities. This order allowed the City Council and the City’s other formal boards and commissions to hold their public meetings using teleconferencing technologies until the order expired on SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
September 30, 2021. On September 16, 2021 Governor Newsom signed into law as an urgency measure Assembly Bill (AB) 361. AB 361 amended the Brown Act provisions governing the use of teleconferencing for public meetings of a local agency’s legislative bodies, allowing more liberal teleconferencing requirements to continue during the current and future state-declared emergencies. Therefore, since October 1, 2021, the City has relied on the amendments enacted by AB 361 as its authority to continue to hold meetings using teleconferencing technologies.

Government Code section 54953, as amended by AB 361, now provides in new subsection (e)(1), that during the current and any future state-declared state of emergency, the legislative body of a local agency may use teleconferencing without complying with the procedural requirements of Government Code section 54953(b)(3) in any of three circumstances:
(A) The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing. (B) The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees. (C) The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, pursuant to subparagraph (B), that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.

Certain additional requirements would apply under the new law, however, including specific requirements as to how public comment must be allowed and heard, with which the City already complies. In addition:
• In the event of a disruption which prevents the City from broadcasting the meeting to members of the public using the call-in option or internet-based service option, or in the event of a disruption within the City’s control which prevents members of the public from offering public comments using the call-in option or internet-based service option, the legislative body shall take no further action on items appearing on the meeting agenda until public access to the meeting via the callin option or internet-based service option is restored. Actions taken on agenda items during a disruption which prevents the public agency from broadcasting the meeting may be challenged pursuant to Section 54960.1.
• If a state of emergency remains active, or state or local officials have imposed or recommended measures to promote social distancing, in order to continue to teleconference without compliance with paragraph (3) of subdivision (b), the legislative body shall, not later than 30 days after teleconferencing for the first time pursuant to subparagraph (A), (B), or (C) of paragraph (1), and every 30 days thereafter, make the following findings by majority vote:
o The legislative body has reconsidered the circumstances of the state of emergency. o Any of the following circumstances exist:
 (i) The state of emergency continues to directly impact the ability of the members to meet safely in person.
 (ii) State or local officials continue to impose or recommend measures to promote social distancing.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
ANALYSIS:

The City Council has determined that it is now safe to hold in person meetings in the City Council Chambers, and the Council held its first such meeting on April 18, 2022. Other boards and commissions that meet in the City Council Chambers will also be able to meet in person. The City Council Chambers are roomy enough to allow for social distancing in most cases and are now equipped with teleconferencing equipment that also allows participation in public meetings from other locations. This hybrid meeting model provides an alternative means to attend for those persons who feel they cannot safely attend in person, as well as for those persons who may find it more convenient to participate in the meetings through teleconferencing.

However, the City Council also holds special meetings at locations not in the City Council Chambers and staff has determined that the hybrid meeting model set up for these meetings has not provided sufficient space for social distancing and negatively impacts public participation through virtual means. Additionally, not all City boards and commissions meet in the City Council Chambers. Staff has not yet been able to make comparable arrangements for hybrid meetings in those other meeting locations. Therefore, staff recommends that the City Council continue to adopt the resolution required by AB 361, so that the City’s legislative bodies meeting outside the City Council Chambers can meet or continue to meet using teleconferencing technology. These include special meetings of the City Council and meetings of the City’s boards and commissions.

The resolution before the City Council is intended to comply with the requirement to make specified findings every 30 days. The resolution finds that the state of emergency continues in effect, that measures to promote social distancing are still being imposed or recommended by the state and county, and that the state of emergency directly impacts the ability of the public and the members of the City’s Council, boards, and commissions to meet safely in person. The proposed resolution confirms the City Council’s determination that all public meetings of the City’s legislative bodies (the Council and all formal boards and commissions) may continue to be held using only teleconferencing technology.

FISCAL IMPACT:

There is no fiscal impact associated with the adoption of the attached resolution.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Adopt the resolution as proposed.

2. Adopt a modified resolution.

3. Direct staff to return with more information.

4. Take no action.

RECOMMENDED ACTION:

Adopt the resolution pursuant to Assembly Bill 361 making findings and confirming the need for use or continued use of teleconferencing to hold public meetings of the City’s legislative bodies during the continuing state of emergency relating to the COVID-19 pandemic.

ATTACHMENTS:

1. Resolution
Attachment 1: Page 1 of 2
RESOLUTION NO.

RESOLUTION OF THE SAN RAFAEL CITY COUNCIL PURSUANT TO ASSEMBLY BILL 361

MAKING FINDINGS AND CONFIRMING THE NEED FOR THE USE OR CONTINUED USE OF TELECONFERENCING TO HOLD PUBLIC MEETINGS OF THE CITY’S LEGISLATIVE BODIES DURING THE CONTINUING STATE OF EMERGENCY RELATING TO THE COVID-19

PANDEMIC
WHEREAS, on March 4, 2020 Governor Newsom issued a proclamation pursuant to Government Code Section 8625 declaring a state of emergency in California due to the COVID19 pandemic; and WHEREAS, the Ralph M. Brown Act (Gov. Code §§ 54950 et seq.) (hereafter, the “Brown Act”) provides in Government Code section 54953 that “all meetings of the legislative body of a local agency shall be open and public, and all persons shall be permitted to attend any meeting of the legislative body of a local agency, except as otherwise provided by this chapter”; and WHEREAS, Government Code section 54953(b)(3) permits the legislative body of a local agency to use teleconferencing for the benefit of the public and the legislative body in connection with any meeting or proceeding authorized by law, subject to specified procedural requirements including, but not limited to, the posting of agendas at all teleconference locations, the opportunity for members of the public to address the legislative body directly at each teleconference location, and that at least a quorum of the members of the legislative body participate from locations within the boundaries of the territory over which the legislative body exercises jurisdiction; and WHEREAS, Government Code section 54953(e), added by Assembly Bill 361 effective September 16, 2021, provides, in section 54953(e)(1), that during a state of emergency proclaimed pursuant to Government Code section 8625, the legislative body of a local agency may hold a meeting using teleconferencing without complying with the procedural requirements of section 54953(b)(3), provided that the legislative body complies with the requirements of section 54953(e)(2); and
WHEREAS, pursuant to Government Code section 54953(e)(3), if a state of emergency remains active, or state or local officials have imposed or recommended measures to promote social distancing, then in order to continue to teleconference without compliance with the requirements of section 54953(b)(3), the legislative body shall make specified findings at least every 30 days; and
WHEREAS, the City Council has reconsidered the circumstances of the proclaimed COVID-19-related state of emergency and finds that it remains active; and WHEREAS, the City Council finds that state and/or local officials continue to impose or recommend measures to promote social distancing, including masking in certain indoor public settings; and
WHEREAS, the City Council finds that the state of emergency directly impacts or continues to directly impact the ability of the City’s legislative bodies to meet safely in person, Attachment 1: Page 2 of 2
including special meetings of the City Council and meetings of the City’s boards and commissions.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that in order to protect the safety of the members of the public and its legislative bodies, for the 30 days following adoption of this resolution, public meetings of the City’s legislative bodies may continue to be held using teleconferencing technology in compliance with the requirements of Government Code section 54953(e)(2) and all other applicable laws.

I, Lindsay Lara, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 7th day of November 2022 by the following vote, to wit:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

Lindsay Lara, City Clerk
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.c
Meeting Date: November 7, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Community Development
Prepared by: Don Jeppson, AIA CBO
Chief Building Official
City Manager Approval: ______________
TOPIC: TRI-ANNUAL BUILDING CODE ORDINANCE AMENDMENTS
SUBJECT: INTRODUCTION OF AN ORDINANCE OF THE SAN RAFAEL CITY COUNCIL AMENDING TITLE 12 (BUILDING REGULATIONS) OF THE MUNICIPAL CODE OF THE CITY OF SAN RAFAEL, TO ADOPT BY REFERENCE THE 2022 EDITION OF THE

CALIFORNIA BUILDING CODE, THE CALIFORNIA RESIDENTIAL CODE, THE

CALIFORNIA MECHANICAL CODE, THE CALIFORNIA PLUMBING CODE, THE

CALIFORNIA ELECTRICAL CODE, THE CALIFORNIA EXISTING BUILDING CODE,

THE CALIFORNIA GREEN BUILDING CONSTRUCTION STANDARDS CODE, THE

CALIFORNIA HISTORICAL BUILDING CODE, THE CALIFORNIA ENERGY CODE,

AND THE CALIFORNIA REFERENCED STANDARDS CODE, WITH APPENDICES AND AMENDMENTS HEREIN; TO ADOPT BY REFERENCE THE 2021 EDITION OF

THE INTERNATIONAL PROPERTY MAINTENANCE CODE AND THE
INTERNATIONAL SWIMMING POOL AND SPA CODE, WITH AMENDMENTS HEREIN; ADOPTING ADMINISTRATIVE AND PROGRAM PROVISIONS FOR THE CODES; ADOPTING NEW CHAPTER 12.350 WITH ADMINISTRATIVE AND PROGRAM REGULATIONS ON GATE SAFEGUARDS; AND ADOPTING FINDINGS OF FACT SUPPORTING THE AMENDMENTS TO THE CODES; AND SETTING A PUBLIC HEARING FOR NOVEMBER 21, 2022.

RECOMMENDATION:

1. Waive further reading of the Ordinance and refer to it by title only, introduce the Ordinance, and set a public hearing for November 21, 2022
BACKGROUND:

The State of California Code of Regulations Title 24 construction codes are typically updated and published on a three-year cycle. The California Building Standards Commission publishes the tri-annual codes and State law mandates that these codes become effective throughout California 180 days after the publication date. For this latest cycle, the publication date was July 1, 2022, meaning that the current cycle of State construction codes becomes effective on January 1, 2023. This is done to foster uniformity in fire prevention, life/safety and construction standards statewide. Local jurisdictions are permitted to SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
further amend the published codes based on and to suit local climatic, geological, or topographical conditions.

The proposed ordinance adopts the latest version of California Title 24 construction codes. Specifically, this includes the 2022 California Building Code, the 2022 California Residential Code, the 2022 California Mechanical Code, the 2022 California Plumbing Code, the 2022 California Electrical Code, the 2022 California Existing Building Code, 2022 California Green Building Standards Code, the 2022 California Historical Building Code, the 2022 California Energy Code, the California Referenced Standard Code, the 2021 International Property Maintenance Code, and the 2021 International Swimming Pool and Spa Code with appendices and local amendments. State law mandates that these codes become effective statewide on January 1, 2023, with or without the incorporation of local jurisdiction amendments. Building permit applications filed with the City prior to January 1, 2023 would be subject to the currently-adopted codes and City ordinance.

The purpose of the codes is to establish the minimum requirements to safeguard the public health, safety and general welfare through requirements for structural strength, means of egress, access for persons with disabilities, sanitation, adequate lighting and ventilation, and energy conservation; and to provide safety to fire fighters and emergency responders during emergency operations. Below is a summary of each of these codes:
2022 California Building Code: The provisions of this code shall apply to the construction, alteration, movement, enlargement, replacement, repair, equipment, use and occupancy, location, maintenance, removal and demolition of every building or structure or any appurtenances connected or attached to such buildings or structures. 2022 California Residential Code: The provisions of this code shall apply to the construction, alteration, movement, enlargement, replacement, repair, equipment, use and occupancy, location, removal and demolition of detached one- and two-family dwellings and townhouses not more than three stories above-grade in height with a separate means of egress and their accessory structures not more than three stories above the grade plane in height. 2022 California Mechanical Code: The provisions of this code shall apply to the installation, alteration, repairs and replacement of mechanical systems, including equipment, appliances, fixtures, fittings, and appurtenances, including ventilating, heating, cooling, air conditioning and refrigeration systems, incinerators, and other energy related systems. 2022 California Plumbing Code: The provisions of this code shall apply to the installation, alteration, repairs and replacement of plumbing systems, including equipment, appliances, fixtures, fittings, and appurtenances, where connected to a water or sewage system, gas system, and all aspects of medical gas system.
2022 California Electrical Code: The provisions of this code shall apply to the installation and removal of electrical conductors, equipment, and raceways; signaling and communications conductors, equipment, and raceways; and optical fiber cables and raceways to public and private properties, including yards, lots, parking lots, buildings, structures, mobile homes, recreational vehicles, and floating buildings.
2022 California Existing Building Code: The provisions of this code provide flexibility to permit the use of alternative approaches to achieve compliance with minimum requirements to safeguard the public health, safety and welfare insofar as they are affected by the repair, alteration, change of occupancy, addition and relocation of existing buildings. This code shall apply to the repair, SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
alteration, change of occupancy, addition and relocation of all existing buildings, regardless of occupancy.
2022 California Historical Building Code: The provisions of this code provide regulations for the preservation, restoration, rehabilitation, relocation or reconstruction of buildings or properties designated as qualified historical buildings or properties. The intent is to facilitate and provide cost effective solutions for the preservation and continuing use of historical buildings or properties, while providing reasonable safety for building occupants and access for persons with disabilities. 2022 California Energy Code: The provisions of this code shall set minimum efficiency requirements for new and renovated buildings, assuring reductions in energy use and emissions over the life of the building.
2022 California Green Building Construction Standards Code: The provisions of this code improve public health, safety and general welfare by enhancing the design and construction of buildings through use of building concepts having a reduced negative impact or positive environmental impact and encouraging sustainable construction practices. 2022 California Referenced Standards Code: The provisions of this code provide construction standards.
2021 International Property Maintenance Code: The provisions of this code shall apply to all existing residential and nonresidential structures and all existing premises and constitute minimum requirements and standards for premises, structures, equipment and facilities for light, ventilation, space, heating, sanitation, protection from the elements, life safety, safety from fire and other hazards, and for safe and sanitary maintenance; the responsibility of owners, operators and occupants; the occupancy of existing structures and premises, and for administration, enforcement and penalties.
2021 International Swimming Pool and Spa Code: The provisions of this code shall apply to the construction, alteration, movement, renovation, replacement, repair and maintenance of aquatic recreation facilities, pools, and spas. The pools and spas covered by this code are either permanent or temporary and shall be only those that are designed and manufactured to be connected to a circulation system and that are intended for swimming, bathing or wading. The purpose of this code is to establish minimum standards to provide a reasonable level of safety and protection of life, health, property and public welfare by regulating and controlling the design, construction, installation, quality of materials, location and maintenance or use of pools and spas.

The public hearing on the proposed ordinance will be held at the next regularly scheduled meeting of the City Council on November 21, 2022, a procedure required because the ordinance is adopting various adopted State codes by reference, with appropriate local amendments, per Government Code Sections 50022.1 through 50022.10.

ANALYSIS:

Most of the proposed local amendments are carried over from previous years. In addition, section

12.105.050 amends the duration of building permits from every six months with passed inspections, to a fixed two year period and minor building permits to a fixed six month period. The amendment also provides option to renew a permit and a grace period for expired permits. This change will streamline the expiration process and management, making it clear for our applicants when the permit will expire SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
and what needs to be done when the permit expires. There are minor language changes to section

12.109.040 tying fees to the City’s master fee schedule.

Section 3110 of the 2022 California Building Code (SRMC Section 12.200.020) is amended to add safeguards to manual gates, and a new Chapter 12.350 is added to provide administrative and program regulations on gate safeguards. These changes are proposed following the death of a child who was killed by a rolling gate in San Rafael in December 2019. The Chief Building Official and the City Attorney have been working with the family and their consultants to develop a standard and amendments to protect our community and prevent this from happening again. The new Chapter 12.350 requires existing gates to be retrofitted by 2025 and property owners are to have their gates inspected once every five years to ensure the gates are maintained to prevent injuries or deaths. It is anticipated the Chief Building Official and the City Attorney will have a short presentation scheduled for the meeting of the City Council on November 21, 2022.

The proposed ordinance recommends the City adopt the California Green Building Construction Standards as proposed by the State. Further review of the proposed Marin County Reach Codes is needed before staff can bring a recommendation to the City Council. Other amendments for energy or green building standards will be brought to the City Council under a separate ordinance. This direction is consistent with the action taken by the Council at the last code adoption hearings in 2013, 2017 and 2019. Staff may bring a recommendation to adopt additional Reach Codes to the City Council some time in 2023 for consideration.

FISCAL IMPACT:

There is no fiscal impact associated with this action.

ENVIRONMENTAL REVIEW:

It has been determined that the proposed ordinance amendments are covered by the ‘general rule’ that the California Environmental Quality Act (CEQA) applies only to projects which have the potential to cause a significant, physical environmental impact. Pursuant to CEQA Section 15061(b)(3), the ordinance amendments are not subject to environmental review.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Introduce the Ordinance and set the public hearing for adoption as proposed

2. Introduce the Ordinance with amendments as directed by the Council at the meeting and set the public hearing for adoption

3. Postpone introduction of the Ordinance to allow amendments to be incorporated into the Ordinance. Should the City Council decide to postpone adoption of the Ordinance, the State codes will become effective on January 1, 2023, without the benefit of the recommended local amendments.

RECOMMENDED ACTION:

Waive further reading of the ordinance and refer to it by title only, introduce the Ordinance, and set a public hearing for November 21, 2022.

ATTACHMENT:

1. Ordinance
1 ORDINANCE NO.

AN ORDINANCE OF THE SAN RAFAEL CITY COUNCIL AMENDING TITLE 12 (BUILDING

REGULATIONS) OF THE MUNICIPAL CODE OF THE CITY OF SAN RAFAEL, TO ADOPT BY REFERENCE THE 2022 EDITION OF THE CALIFORNIA BUILDING CODE, THE CALIFORNIA

RESIDENTIAL CODE, THE CALIFORNIA MECHANICAL CODE, THE CALIFORNIA

PLUMBING CODE, THE CALIFORNIA ELECTRICAL CODE, THE CALIFORNIA EXISTING

BUILDING CODE, THE CALIFORNIA GREEN BUILDING CONSTRUCTION STANDARDS

CODE, THE CALIFORNIA HISTORICAL BUILDING CODE, THE CALIFORNIA ENERGY

CODE, AND THE CALIFORNIA REFERENCED STANDARDS CODE, WITH APPENDICES AND AMENDMENTS HEREIN; TO ADOPT BY REFERENCE THE 2021 EDITION OF THE

INTERNATIONAL PROPERTY MAINTENANCE CODE AND THE INTERNATIONAL SWIMMING POOL AND SPA CODE, WITH AMENDMENTS HEREIN; ADOPTING ADMINISTRATIVE AND PROGRAM PROVISIONS FOR THE CODES; ADOPTING NEW CHAPTER 12.350 WITH ADMINISTRATIVE AND PROGRAM REGULATIONS ON GATE SAFEGUARDS; AND ADOPTING FINDINGS OF FACT SUPPORTING THE AMENDMENTS TO THE CODES.

THE CITY COUNCIL OF THE CITY OF SAN RAFAEL DOES ORDAIN AS FOLLOWS:

DIVISION 1. AMENDMENTS TO TITLE 12 OF THE MUNICIPAL CODE.

Section 1. Adoption of and Amendments to Construction Codes.

Section 12.100.010 of the Municipal Code of the City of San Rafael is hereby replaced in its entirety and amended to read as follows:

12.100.010 Adopted codes. The following recognized codes are hereby adopted by City of San Rafael together with the supplements, listed changes, additions and deletions as noted:

1. 2022 Edition, California Building Code (“CBC”), chapters 2 through 28, 30, 31, 32, 33, 35 and Appendices C, H, I, N and O.

2. 2022 Edition, California Electrical Code (“CEC”).

3. 2022 Edition, California Energy Code (“CEgC”).

4. 2022 Edition, California Existing Building Code (“CEBC”), chapters 2 through 16 and Appendices.

5. 2022 Edition, California Green Building Construction Standards Code (“CalGreen”), chapters 1 through 8 and Appendices A4 and A5.

6. 2022 Edition, California Historical Building Code (“CHBC”)

7. 2022 Edition, California Mechanical Code (“CMC”) chapters 2 through 17.

8. 2022 Edition, California Plumbing Code (“CPC”), chapters 2 through 17 and Appendices A, C, D, and I.

9. 2022 Edition, California Referenced Standards Code.

10. 2022 Edition, California Residential Code (“CRC”), chapters 2 through 10, chapter 44, and Appendices H, J, K, O, Q, R, S, T, and X.

11. 2021 Edition, International Property Maintenance Code (“IPMC”) chapters 1 through 8 and Appendix A.

12. 2021 Edition, International Swimming Pool and Spa Code (“ISPSC”), chapters 2 through 11.

Section 12.105.050 of the Municipal Code of the City of San Rafael is hereby amended to read as follows. Deletions are in strikethrough, and additions are in underline:
2 12.105.050 - Expiration. All building permits for the construction of buildings issued by the building official under the provisions of this code and the SRMC shall expire and become invalid one hundred eighty (180) days24 months after the date of issuance. The building official is authorized to grant, in writing, one (1) or more extensions of time, for periods not more than one hundred eighty (180) days24 months each. The extension shall be requested in writing and justifiable cause demonstrated. All other permits including permits issued for grading, fences, equipment replacements, and utilities, shall expire and become invalid one hundred eighty (180) days after the date of issuance.

All work authorized by a permit that has expired must stop and may only continue upon application for and approval of either a renewal of the expired permit or a new permit. Renewal of a permit is prohibited if the work authorized by a permit is not commenced and inspected within the permit period after issuance or if any permit is not renewed within the renewal grace period after expiration.

Exception: The building official may allow an invalid permit to be renewed only upon a determination by the building official that unforeseen and extraordinary circumstances are established by the applicant and the other provisions of this Section 12.105.5050 are satisfied.

12.105.050.1 New permits. Any new permit issued for the same purpose will require a new application and payment of all permit fees as required by this code existing at the time of application for new permit. New permits shall be governed by this code and any other applicable policy, regulation or law, local, state or federal, existing at the time of application for new permit.

12.105.050.2 Renewals. Renewals of an expired permit must be applied for within the renewal grace period from the permit expiration date and all additional fees paid. A renewal may be granted in writing by the building official only if the building official is satisfied that justifiable cause exists for a renewal or a site inspection by the building official establishes that all work is within the scope and is authorized by the and the work is not complete. Renewals shall extend the time of the permit from the date of expiration of the original permit or the last renewal. The renewals shall have the same duration as the original permit.

Exceptions: If the building official is satisfied with proof from the applicant of his active military service that prevented timely completion of the authorized work, the building official may grant a one-time extension for a reasonable period of time not to exceed two (2) years at no cost to the applicant. If the authorized work is not completed within this extension of time, a renewal of the original permit, if possible hereunder, or a new permit will be required pursuant to the provisions of this code.

If at the time of expiration of the permit or its renewal the authorized work is in the final inspection stage as defined in Chapter 12.109, the building official may grant a one (1) time ninety 90-day extension at no cost. If work under this extension is not completed within the ninety (90) days, a renewal of the original permit, if possible hereunder, or a new permit will be required pursuant to the provisions of this code.

12.105.050.3 Renewal limit. Permits may be renewed three (3) times. After the expiration of the third renewal, the applicant shall apply for a new permit.

12.105.050.4 Renewal Grace Period. Building permits shall have a grace period of not more than twelve (12) months from the expiration date of the permit. All other permits including grading, fences, equipment replacements, and utilities, shall have a grace period of not more than three (3) months from the expiration date of the permit.

Temporary permits for structures and uses shall not have a grace period and any extension to the permit shall comply with Chapter 12.107.

Section 12.109.040 of the Municipal Code of the City of San Rafael is hereby amended to read 3 as follows. Deletions are in strikethrough, and additions are in underline:

12.109.040 Plan review fees. When submittal documents are required by this code a plan review fee shall be paid at the time of submittal. The review fee shall be a percentage of the building permit fees in accordance with the Master Fee Schedule Resolution as adopted by the San Rafael City Council.

Section 12.109.050 of the Municipal Code of the City of San Rafael is hereby amended to read as follows. Deletions are in strikethrough, and additions are in underline:

12.109.050. Investigative Investigation fee. An investigation fee shall be collected in advance, whether or not a permit is then or subsequently issued, when any person who commences any work on a site, building, structure, electrical, gas, mechanical or plumbing system before obtaining the necessary permits further set forth Section 114 hereof. The investigation fee is further described in Chapter 12.114 hereof.

Chapters 12.200, 12.210, 12.220, 12.230, 12.235, 12.240, 12.245, 12.250, 12.255, 12.260, and

12.265 of the Municipal Code of the City of San Rafael are hereby replaced in their entirety and amended to read as follows:

CHAPTER 12.200 - CALIFORNIA BUILDING CODE AMENDMENTS

12.200.010 General. For purpose of this Chapter:

Deleted language from the base code has been stricken through.

Added language to the base code has been underlined.

12.200.020 Amendments. The 2022 California Building Code is amended or modified as follows:

Amend Section 202 to read as follows:

The definition of “Kitchen or Kitchenette” is deleted and replaced in its entirety to read as follows:

KITCHEN. An area in which the preparation of food for eating occurs (that has provisions for cooking or heating of food; washing and storing of dishware and utensils; and refrigeration and storing of food).

The definition of “Substantial Remodel” is added to read as follows:

SUBSTANTIAL REMODEL. Substantial remodel shall mean the alteration of any structure which combined with any additions to the structure, performed within any three (3) year period, affects a floor area which exceeds fifty percent (50%) of the existing floor area of the structure. When any changes are made in the building, such as walls, columns, beams or girders, floor or ceiling joists and coverings, roof rafters, roof diaphragms, foundations, piles or retaining walls or similar components, the floor area of all rooms affected by such changes shall be included in computing floor areas for purposes of applying this definition. This definition does not apply to the replacement and upgrading of residential roof coverings or exterior wall finishes.

Amend Section 903.2 to read as follows:
903.2 Where Required. Approved automatic fire sprinkler systems in new buildings and structures shall be provided in the locations described in Sections 903.2.1 through 903.2.12 and Sections 903.2.14 through 903.2.21 and in all of the following:
4 1. Newly constructed buildings or facilities, except detached Group U occupancies not more than one thousand (1,000) square feet in floor area and provided with exterior wall and opening protection as per Table 602 of the California Building Code.

2. Newly created, attached, second dwelling units which meet the definition of a substantial remodel.

3. All other existing buildings, fire sprinkler systems may be required by the fire chief in accordance with the following:

3.1. All buildings where improvements occur during any three (3) year period which cumulatively meet the definition of a substantial remodel.

3.2. All buildings, except R-3 occupancies, in excess of three thousand (3,000) square feet which have more than ten percent (10%) floor area added within any three (3) year period.

Exceptions may be granted by the fire chief when alternate means of protection are installed as approved by the fire code official.

3.3. A change in the use of a building that results in a higher fire or life safety hazard when the square footage of the area changing use is more than 50% of the square footage of the existing building.

3.4. Where fire sprinklers are required by provisions of this code, they shall be extended throughout the building.

4. All public storage facilities. Exceptions may be granted by the fire chief when alternate means of protection are installed as approved by the fire code official

5. All tunnels used for the transportation of people or any type of vehicle.

The requirements for fire sprinkler systems in this code section are not meant to disallow the provisions for area increase, height increase, or fire-resistive-rated substitution if otherwise allowed by this code.

Exception [Unchanged.]
Sections 903.2.1 through 903.2.17. [Unchanged.]
Amend Section 903.2.18 by deleting the exception.

Section 903.2.19 through 903.2.21. [Unchanged.]
Amend Section 909.2 by adding the following sentence at the end of the paragraph:

Replacement of an existing smoke alarm which is hardwired, and/or interconnected shall be made with an alarm of the same functionality.

Amend Section 1015.2 by adding the following concluding sentence:

Guards are also required at waterfront bulkheads, fixed piers and gangways.

Add Sections 1015.8.2 and 1015.8.3 to read as follows:
1015.8.2 Existing Hotels. The provisions of sections 1015.8 shall apply retroactively to all existing hotels.
1015.8.3 Clear area adjacent to hotel window opening. There shall be no furniture, fixed or 5 moveable, placed within thirty-six inches (36") of any openable portion of a window. Hotels shall also provide notice to prospective guests of this requirement.

Amend Section 1505.1 by deleting the last sentence and the referenced Table 1505.1.

Exception [Unchanged]
Section 1505.1.1 [Unchanged]
Amend Section 1505.1.2 to read as follows:
1505.1.2 Roof coverings within all other areas. The entire roof covering of every existing structure, where more than 50% of the total roof area is replaced within any one-year period, the entire roof covering of every new structure, and any roof covering applied in the alteration, repair or replacement of the roof of every existing structure, shall be a fire-retardant roof covering that is at least Class C A.

All roof coverings that are not at least Class A shall be a fire-retardant roof covering that is at least Class A by May 31, 2027.

Amend Section 1505.1.3 to read as follows:
1505.1.3 Roofing requirements in a Wildland-Urban Interface Fire Area. Roofing requirements for structures located in a Wildland-Urban Interface Fire Area shall be a fire-retardant roof covering that is least Class A and shall also comply with Section 705A.

Add Section 1807.4 to read as follows:
1807.4 Wooden retaining walls. Wooden retaining walls may not be used to support any building surcharge or vehicular way. In addition, wooden retaining walls shall not be employed to retain soils above or below a building where failure of the wall may subject the building to damage.

Amend Section 3110 to read as follows:

Section 3110 Automatic Vehicular Gates
3110.1 General. Automatic vehicular gates shall comply with the requirements of Sections 3110.2 and 3110.3 and other applicable sections of this code. All other gates shall comply with Sections 3110.4 and other applicable sections of this code.
3110.2 Vehicular Gates Intended for Automation. Vehicular gates intended for automation shall be designed, constructed and installed to comply with the requirements of ASTM F2200. 3110.3 Vehicular Gate Openers. Vehicular gate openers, where provided, shall be listed in accordance with UL 325.
3110.4 All Other Gates. Any gate more than 48 inches (1219 mm) in width or more than 84 inches (2134 mm) in height shall meet the requirements of ASTM F1184, shall be installed per the manufacturer’s recommendations, and shall be designed, constructed, and installed to meet all of the following:

1. Gate shall not fall over more than 45 degrees from a vertical plane when the gate is detached from supporting hardware.

2. Gate shall be balanced and not move under the gate’s own weight or by gravity.

3. Rolling wheels shall be covered.

4. Gate shall have positive stops.

Amend Section 3202.2.3 to read as follows:
6 3202.2.3 Awnings. The vertical clearance from the public right-of-way to the lowest part of any awning, including valances, shall be not less than 7 feet (2134 mm) 8 feet (2439 mm).

CHAPTER 12.210 - CALIFORNIA ELECTRICAL CODE AMENDMENTS

12.210.010 No amendment. The 2022 California Electrical Code is not amended or modified.

CHAPTER 12.220 - CALIFORNIA ENERGY CODE AMENDMENTS

12.220.010 No amendment. The 2022 California Energy Code is not amended or modified.

CHAPTER 12.230 - CALIFORNIA EXISTING BUILDING CODE AMENDMENTS

12.230.010 General. For purpose of this Chapter:

Deleted language from the base code has been stricken through.

Added language to the base code has been underlined.

12.230.020 Amendments. The 2022 California Existing Building Code is amended or modified as follows:

Add Sections 505.2.1 and 505.2.2 to read as follows:
505.2.1 Existing Hotels. The provisions of section 406.2 shall apply retroactively to all existing hotels.
505.2.2 Clear area adjacent to hotel window opening. There shall be no furniture, fixed or moveable, placed within thirty-six inches (36”) of any openable portion of a window. Hotels shall also provide notice to prospective guests of this requirement.

CHAPTER 12.235 - CALIFORNIA GREEN BUILDING CONSTRUCTION STANDARDS CODE

AMENDMENTS

12.235.010 No amendment. The 2022 California Green Building Construction Standards Code is not amended or modified.

CHAPTER 12.240 - CALIFORNIA HISTORICAL BUILDING CODE AMENDMENTS

12.240.010 No amendment. The 2022 California Historical Building Code is not amended or modified.

CHAPTER 12.245 - CALIFORNIA MECHANICAL CODE AMENDMENTS

12.245.010 No amendment. The 2022 California Mechanical Code is not amended or modified.

CHAPTER 12.250 - CALIFORNIA PLUMBING CODE AMENDMENTS

12.250.010 No amendment. The 2022 California Plumbing Code is not amended or modified. 7 CHAPTER 12.255 - CALIFORNIA RESIDENTIAL CODE AMENDMENTS

12.255.010 General. For purpose of this Chapter:

Deleted language from the base code has been stricken through.

Added language to the base code has been underlined.

12.255.020 Amendments. The 2022 California Residential Code is amended or modified as follows:

Amend Section R202 to read as follows:

The definition of “Kitchen” is deleted and replaced in its entirety to read as follows:

The definition of “Substantial Remodel” is added to read as follows:

Delete exception to Section R313.1 and amend Section R313.1 to read as follows:

R313.1 Townhouse automatic fire sprinkler systems. An automatic sprinkler system shall be installed in all newly constructed townhouses and in existing townhouses where alterations and/or additions to the existing structure, performed over any 3-year period, qualify as a "Substantial Remodel" as defined in this code. Any addition to a building with an existing fire sprinkler system shall have that system extended to the new portions of the building irrespective of the size of the addition.

R313.1.1 [Unchanged]
Amend Section R313.2 to read as follows:

R313.2 One-and two-family dwellings automatic fire systems. An automatic sprinkler system shall be installed in all newly constructed one- and two-family dwellings and in existing one- and twofamily dwellings where alterations and/or additions to the existing structure, performed over any 3- year period, qualify as a "Substantial Remodel" as defined in this code. Any addition to a building with an existing fire sprinkler system shall have that system extended to the new portions of the building irrespective of the size of the addition.

R313.2.1. [Unchanged]
Amend Section R313.3.1.2 by deleting exception #4.

Amend Section R314.7.2 by adding the following:
8 Smoke alarms shall be tested and maintained in accordance with the manufacturer's instructions.

Smoke alarms that no longer function shall be replaced. Replacement of an existing smoke alarm which is hardwired, and/or interconnected shall be made with an alarm of the same functionality.

Amend Section R902.1.2 to read as follows:

R902.1.2 Roof coverings in all other areas. The entire roof covering of every existing structure, where more than 50% of the total roof area is replaced within any one-year period, the entire roof covering of every new structure, and any roof covering applied in the alteration, repair or replacement of the roof of every existing structure, shall be a fire-retardant roof covering that is at least Class C A and shall also comply with Section R337.5.

All roof coverings that are not at least Class A shall be a fire-retardant roof covering that is at least Class A by May 31, 2027.

Amend Section R902.1.3 to read as follows:

R902.1.3 Roofing requirements in a Wildland-Urban Interface Fire Area. Roofing requirements for structures located in a Wildland-Urban Interface Fire Area shall be a fire-retardant roof covering that is at least Class A and shall also comply with Section R337.5.

CHAPTER 12.260 – INTERNATIONAL PROPERTY MAINTENANCE CODE AMENDMENTS

12.260.010 General. For purpose of this Chapter only:

Deleted language from the base code has been stricken through.

Added language to the base code has been underlined.

12.260.020 Amendments. The 2021 International Property Maintenance Code is amended or modified as follows:

Delete Sections 101.1, 103, 104, 106, 107, and 108.

Amend Section 111.4 to read as follows:
111.4 Notice. Whenever the code official determines that there has been a violation of this code or has grounds to believe that a violation has occurred, notice shall be given in the manner prescribed in Section 111.4.1 and 111.4.2 1.08.060 of the San Rafael Municipal Code to the owner or the owner’s authorized agent, for the violation as specified in this code. Notices for condemnation procedures shall comply with this section.

Delete Section 111.4.1 and 111.4.2.

Amend Sections 112.2, 112.3 and 112.4 to read as follows:
112.2 Temporary safeguards. Notwithstanding other provisions of this code, whenever, in the opinion of the code official, there is imminent danger due to an unsafe condition, the code official shall may order the necessary work to be done, including the boarding up of openings, to render such structure temporarily safe whether or not the legal procedure herein described has been instituted; and shall cause such other action to be taken as the code official deems necessary to meet such emergency.
112.3 Closing streets. When necessary for public safety, the code official shall may temporarily close structures and close or order the authority having jurisdiction to close, sidewalks, streets, public 9 ways and places adjacent to unsafe structures, and prohibit the same from being utilized. 112.4 Emergency repairs. For the purposes of this section, the code official shall may employ the necessary labor and materials to perform the required work as expeditiously as possible.

Amend Section 113.1 to change "two years" to "one year" in the first sentence.

Amend Section 113.2 and 130.3 to read as follows:
113.2 Notices and orders. Notices and orders shall comply with Section 111.4 Chapter 1.46 of San Rafael Municipal Code.
113.3 Failure to comply. If the owner of a premises or owner’s authorized agent fails to comply with a demolition order within the time prescribed, the code official shall may cause the structure to be demolished and removed, either through an available public agency or by contract or arrangement with private persons, and the cost of such demolition and removal shall be charged against the real estate upon which the structure is located and shall be a lien upon such real estate.

Amend Section 202 to read as follows:

The definition for “Code Official” is added as follows:

CODE OFFICIAL. Where used in this code, the term code official shall mean the code enforcement supervisor or the building official of the City of San Rafael, and their designees.

Amend Section 302.4 to read as follows:
302.4 Weeds. Premises and exterior property shall be maintained free from weeds or plant growth in excess of 6 inches tall. Noxious weeds shall be prohibited. Weeds shall be defined as all grasses, annual plants and vegetation, other than trees or shrubs, provided however, this term shall not include cultivated flowers and gardens. [Rest of section to remain unchanged.] Amend Section 304.14 to read as follows:
304.14 Insect Screens. During the period from [DATE] to [Date] every Every door, window and other outside opening required for ventilation of habitable rooms, food preparation areas, food service areas or any areas where products to be included or utilized in food for human consumption are processed, manufactured, packaged or stored shall be supplied with approved tightly fitting screens of not less than 16 mesh per inch (16 mesh per 25 mm), and every screen door used for insect control shall have a self-closing device in good working condition.

Exception [Unchanged.]
Amend Section 308.2.2 to add these words to the end of the sentence:
or securing the doors in an approved manner.

Amend Section 308.3.1 by adding the following:

Every person maintaining or using any solid waste can or receptacle shall keep the same clean and sanitary.

Amend Section 308.3.2 by adding the following:

Within all residential districts in the city, no person shall use, locate or maintain (store) any solid waste can, garbage container or other waste receptacle within the public right-of-way other than on the day 10 of removal service. Such waste receptacles shall be stored out of public view on non-service dates, whenever practical, or stored nearest the main structure.

Amend Section 602.3 to read as follows:
602.3 Heat supply. Every owner and operator of any building who rents, leases or lets one or more dwelling units or sleeping units on terms, either expressed or implied, to furnish heat to the occupants thereof shall supply heat during the period from [DATE] to [DATE] to maintain a temperature of not less than 68°F (20°C) in all habitable rooms, bathrooms and toilet rooms.

Exceptions [Unchanged.]
Amend Section 602.4 to read as follows:
602.4 Occupiable work spaces. Indoor occupiable work spaces shall be supplied with heat during the period from [DATE] to [DATE] to maintain a temperature of not less than 65°F (18°C) during the period the spaces are occupied.

Exceptions [Unchanged.]
CHAPTER 12.265 – INTERNATIONAL SWIMMING POOL AND SPA CODE AMENDMENTS

12.265.010 General. For purpose of this Chapter:

Deleted language from the base code has been stricken through.

Added language to the base code has been underlined.

12.265.020 Amendments. The 2021 International Swimming Pool and Spa Code is amended or modified as follows:

Amend Section 202 to add the following definition:

PRIVATE SWIMMING POOL means a swimming pool or pool located at and intended primarily for the use of the occupants of a single or two-family dwelling unit.

Amend Section 301 by adding the following:
301.2 Existing swimming pools. Any person who owns or is in possession of an existing private swimming pool that does not conform to the requirements of this section shall make the pool conform to the requirements of this section within ninety (90) days from its effective date.

Exceptions: The chief building official is hereby authorized to exempt any private swimming pool from the provisions of Health and Safety Code section 115922:

1. If it is secured from unauthorized entry by a natural or artificial barrier that provides the same or a greater degree of protection than would an enclosure.

An application for exception shall be filed in writing with the chief building official. The application shall contain a brief statement evidencing that the applicant is entitled to the exception and such other information as the chief building official may prescribe.

Delete Section 302.

Amend Section 305 by deleting all provisions and replacing them in their entirety with the following:
11 305.1 General. Pool barriers and enclosures shall meet the requirements of the California Swimming Pool Safety Act. The text in CBC 3109.2 contains the statutory language that is required to be duplicated and published in California Code of Regulations, Title 24. As such the section numbers reflect those within the Health and Safety Code.
305.2 Enclosure required for private swimming pools. Every person who owns or is in possession of any land on which there is situated a private swimming pool shall secure the pool from unauthorized entry by an enclosure that meets all of the requirements of Health and Safety Code section 115923.

The enclosure shall be specifically designed to prevent unauthorized entry from adjacent private and/or public property. This enclosure shall be in addition to the "safety features" required by Health and Safety Code section 115922.

Section 2. Addition of new Chapter 12.350 with administrative and program regulations on gate safeguards.

Chapter 12.350 of the Municipal Code of the City of San Rafael is hereby added to read as follows:

CHAPTER 12.350 – GATE SAFEGUARDS

12.350.010 - Purpose. The purpose of this chapter is to promote public safety and welfare by reducing the risk of death or injury that may result from gates detaching from supporting hardware or gates not being well maintained or inspected. The city finds it necessary to require gates to be inspected periodically by a professional and record keeping to ensure the basic life safety of the public.

12.350.020 - Definitions. For the purposes of this chapter, the following definitions shall apply:

1. "Property owner" means and includes, without limitation, the fee owner(s) of real property, their agents, or the person(s) in possession of the real property.

2. “Gate inspector” means any licensed fence installer, licensed automatic system installer, ICC certified building inspector, licensed architect, or licensed engineer.

3. “Written certification” means a document signed and/or stamped by a gate inspector attesting that the inspector performed an in-person inspection of the gate and based on that inspection has determined that the gate meets all of the standards set forth in this chapter, the gate has been maintained, and the gate is in good working order. In addition, the document shall include the following:
a. Inspection date.
b. Site address.
c. Name of the property owner.
d. Contact information of inspector.
e. Signature and/or stamp of the inspector.

12.350.030 - Scope. The provisions of this chapter shall apply to all vehicular gates and any gate more than 48 inches (1219 mm) in width or more than 84 inches (2134 mm) in height.

12.350.040 - General requirements. Gates shall meet the requirements of ASTM F1184 and Section 3110 of Chapter 12.200.020 of this code. Gates with operators or similar systems shall also meet the requirements of UL 325 and ASTM F2200.

12.350.050 - Maintenance and inspection. The Property owner shall keep all gates on the property well maintained and in good working order. The property owner shall have or cause to have all gates on the property inspected by a gate inspector and obtain a written certification at least once every five (5) years. The property owner shall keep a copy of the most recent written certification for each gate and make it available to the building official upon request. 12 12.350.060 - Time limits for compliance. The property owner shall bring all gates existing as of the effective date of this ordinance into compliance with the provisions of this chapter, and obtain a written certification for each gate, by July 1, 2025 and at least once every five (5) years thereafter.

The property owner of a new gate installed after the effective date of this ordinance shall immediately comply with the provisions of this chapter and obtain a written certification upon installation of the gate and at least once every five (5) years thereafter.

DIVISION 2. FINDINGS.

California Health and Safety Code Sections 17958.5, 17958.7, and 18941.5 require that findings be made in order to change or modify building standards found in the California Building Standards Code based on local climatic, geologic, or topographic conditions. Therefore, the San Rafael City Council hereby finds that these changes or modifications to the Building Code as adopted in Chapter 12.200 of the San Rafael Municipal Code; the Residential Code as adopted in Chapter 12.255; and the Existing Building Code as adopted in Chapter 12.230 are reasonably necessary because of the following local climatic, geological and topographical conditions:

I. Climatic conditions:
a) Most of the annual rainfall in San Rafael occurs during the winter, it receives no measurable precipitation between May and October. During this time, temperatures average between 70 and 90 degrees. These conditions eliminate most of the moisture in the natural vegetation and heavily wooded hillsides. The area also suffers periodic droughts that can extend the dry periods to other months of the year. These conditions can be further exacerbated by occasional off-shore hot, dry, Santa-Ana winds; all of which contribute to an elevated fire hazard.
b) Most of the annual rainfall in San Rafael occurs during the winter, and some portions of San Rafael are subject to tidal influences, there are times that flooding conditions occur in low-lying areas
II. Geologic conditions:
a) San Rafael lies near several earthquake faults, including the very active San Andreas Fault, there are significant potential hazards such as road closures, fires, collapsed buildings, and isolation of residents requiring assistance. b) Many areas of the city, including some highly developed industrial and commercial areas, are located on bay alluvial soils which are subject to liquefaction in the event of an earthquake.

III. Topographic conditions:
a) Much of San Rafael is located in hilly areas, and many of the residential areas are heavily landscaped, and many exist adjacent to hilly open space areas which are characterized by dry vegetation and have limited access. In addition, the steepness of grades located in the hills and canyons results in narrow and winding roads, and limited water supply, making timely access, rescue and firefighting activities by emergency providers difficult. b) The major arterial route between San Francisco and Marin and Sonoma county areas, Highway 101, bisects the City of San Rafael; should that highway become impassable, alternative routes via surface streets in San Rafael may cause heavy traffic congestion, limiting emergency access.
13 More specifically, the above modified building standards are listed below with the corresponding climatic, geological or topographical condition which necessitates the modification.

CBC Section Numbers Climatic, geological and topographical condition 903.2 Ia, IIa, IIIa, IIIb
909.2 Ia, IIa, IIIa
1015.2 Ib, IIa
1015.8 Ib, IIa
1505.1 Ia, IIIa
1807.4 Ib, IIa, IIb
3110 IIIa, IIIb
3202.2.3 IIa, IIb, IIIb
CEBC Section Numbers
505.2 IIa
CRC Section Numbers
R313.1 Ia, IIa, IIIa, IIIb
R313.2 Ia, IIa, IIIa, IIIb
R313.3 Ia, IIa, IIIa, IIIb
R314.7.2 Ia, IIa, IIIa
R902.1 Ia, IIIa
DIVISION 3. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA).

This Ordinance is exempt from the California Environmental Quality Act (CEQA), pursuant to 14 CCR Section 15061(b)(3), since it can be seen with certainty that there is no possibility that the adoption of this Ordinance may have a significant effect on the environment. (14 Cal. Code Regs. Section 15061(b)(3), ‘general rule’ provision).

DIVISION 4. SEVERABILITY.

If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion of this Ordinance. The City Council of the City of San Rafael hereby declares that it would have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases shall be declared invalid.

DIVISION 5. EFFECTIVE DATE OF ORDINANCE.

This Ordinance shall be published once, in full or in summary form, before its final passage, in a newspaper of general circulation, published and circulated in the City of San Rafael and shall be in full force and effect on January 1, 2023. If published in summary form, the summary shall also be published within fifteen (15) days after the adoption, together with the names of those Council members voting for or against same, in a newspaper of general circulation published and circulated in the City of San Rafael, County of Marin, State of California.

Within fifteen (15) days after adoption, the City Clerk shall also post in the office of the City Clerk, a certified copy of the full text of this Ordinance along with the names of those Councilmembers voting for and against the Ordinance.
14 THE FOREGOING ORDINANCE was first read and introduced at a regular meeting of the San Rafael City Council on the 7th day of November 2022, and was passed and adopted at a regular meeting of the San Rafael City Council on the 21st day of November 2022 by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
______________________________
Kate Colin, Mayor
Attest:
_____________________________
LINDSAY LARA, City Clerk
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.d
Meeting Date: November 7, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: April Miller,
Director of Public Works
City Manager Approval: __________
File No.: 22.04.47
TOPIC: SUN VALLEY PARK PLAYGROUND PROJECT
SUBJECT: RESOLUTION AWARDING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE A CONSTRUCTION AGREEMENT FOR THE SUN VALLEY PARK PLAYGROUND PROJECT, CITY PROJECT NO. 11391, TO BAUMAN
LANDSCAPE AND CONSTRUCTION, INC. IN THE AMOUNT OF $453,709, AND AUTHORIZING CONTINGENCY FUNDS OF $66,291 FOR A TOTAL
APPROPRIATED AMOUNT OF $520,000
RECOMMENDATION: Adopt the resolution awarding and authorizing the City Manager to execute a construction agreement for the Sun Valley Park Playground project to Bauman Landscape and Construction, Inc. in the amount of $453,709 and authorizing contingency funds of $66,291 for a total appropriated amount of $520,000.

BACKGROUND: Sun Valley Park is known as a beloved and well-used neighborhood park. The playground structure at this park is now more than 20 years old and needs replacement. The project includes the removal and the replacement of the existing playground structures at this park within the footprint of the original play area. In addition, this project includes ADA access improvements, and the removal of the sand surface, which will be replaced with ADA compliant engineered wood fiber.

The City asked design consultant Gates + Associates to create a conceptual design, then final design for the Sun Valley Park Playground project under the city’s Master Services Agreement in anticipation of Prop 68 Per Capita Grant Funding.

On May 16th, 2022, City Council approved a Resolution authorizing the City Manager to execute a deed restriction on the city owned parcel (APN 010-071-01) for Sun Valley Park. The California Department of Parks and Recreation requires the deed restriction to be recorded as a condition of receiving Prop 68 Per Capita Grant Program funds. The Deed restriction was executed and recorded at the Marin County Recorder’s office on July 1st, 2022.

A public meeting was held on June 18, 2022 and an online survey was sent to collect community input regarding the newly proposed playground area. The response group preferred options from the manufacturer, Ross Recreation Equipment. In anticipation of a 20-24 week lead time for the playground equipment, the City directly purchased within the City Manager’s authority the SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
playground equipment and installation from Ross Recreation to help facilitate construction during the winter when parks are typically less utilized.

ANALYSIS: On September 27th, 2022 the project was advertised in accordance with San Rafael’s Municipal Code. On October 18, 2022, the following bids were received and read aloud:

Business Bid Alternate Total Bid Total
Bauman Landscape and Construction, Inc. $700.00 $ 453,709.00 Maggiora & Ghilotti, Inc. $3,500.00 $ 474,000.00
M3 Integrated Services, Inc. $2,000.00 $ 504,590.00
ERA.CO $2,800.00 $ 531,886.80
Michael Paul Company, Inc. $2,300.00 $ 524,407.00
Valentine Corporation $6,500.00 $ 669,368.00
Ghilotti Bros., Inc. $4,400.00 $ 647,747.76
CWS Construction Group Inc $8,500.00 $ 717,923.11
CF Contracting $5,000.00 $ 848,480.00
The construction bids have been reviewed by Public Works staff and the low bid from Bauman Landscape and Construction, Inc. of $453,709.00 was found to be both responsive and responsible.

City staff recommends awarding the construction contract to Bauman Landscape and Construction, Inc. for the amount bid and recommends the City Council authorize a construction contingency of $66,291, approximately fifteen percent, for a total appropriated amount of $520,000.

PUBLIC OUTREACH: Residents living in the Sun Valley neighborhood were notified of the community meeting and online survey through a notice sent by mail on Thursday, June 2, 2022.

Posters with information for the survey were posted at the park, and the survey was also made available on our City’s website https://www.cityofsanrafael.org/sun-valley/.

On June 18, 2022, the Community Meeting was held at Sun Valley Park to gather information from the public regarding their preferred play structures. A total of 196 survey responses were received. 144 responses were received online, and 52 were received in-person at the community meeting. Mayor Kate Colin and Police Lieutenant Todd Berringer were also present at the meeting to discuss other general concerns with the public regarding safety and the park.

ENVIRONMENTAL DETERMINATION:

A CEQA Notice of Exemption was filed with the Marin County Recorder’s office on August 26,2021. The project is determined to be exempt based on CEQA Section 15301, Existing Facilities, which allows exemptions for repair and maintenance projects involving minor alterations of existing public or private structures with no expansion of existing or former use.

FISCAL IMPACT: In 2019, the City submitted the Per Capita Allocation Questionnaire to determine the City’s allocation under the grant program. Grant funds are allocated based on population and are one-time funds. In July 2020, the State notified the City of their allocation amount of $177,952. On November 16, 2020 the City Council approved an application for Per Capita Grant Funds for the Sun Valley Park Playground Project, which verified the City’s commitment and ability to implement the project.

Staff proposes to appropriate construction funding for this project in the amount of $342,048 in Measure A Funds (Fund #241) and $177,952 in Prop 68 Per Capita Grant Funds.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
OPTIONS:

1. Adopt the resolution as presented.

2. Do not award the contract and direct staff to rebid the project. If this option is chosen, rebidding will delay construction by approximately two months.

3. Do not award the contract and provide direction to staff.

RECOMMENDED ACTION: Adopt the resolution awarding and authorizing the City Manager to execute a construction agreement for the Sun Valley Park Playground Project with Bauman Landscape and Construction, Inc. in the amount of $453,709 and authorizing contingency funds of $66,291 for a total appropriated amount of $520,000.

ATTACHMENTS:

1. Resolution awarding the construction agreement to Bauman Landscape and Construction, Inc.

RESOLUTION NO.

RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AWARDING AND

AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION

AGREEMENT FOR THE SUN VALLEY PARK PLAYGROUND PROJECT, CITY PROJECT NO. 11391, TO BAUMAN LANDSCAPE AND CONSTRUCTION, INC. IN THE AMOUNT OF $453,709, AND AUTHORIZING CONTINGENCY FUNDS OF $66,291 FOR A TOTAL APPROPRIATED AMOUNT OF $520,000
WHEREAS, having advertised and solicited construction bids in accordance with the City’s Municipal Code, sealed bids were received on the 7th day of November 2022, for the project entitled:
“Sun Valley Park Playground Project”
City Project No. 11391
in accordance with the plans and specifications therefore on file in the office of the Department of Public Works; and
WHEREAS, the bid of $453,709 from Bauman Landscape and Construction, Inc. at the unit prices stated in its bid, was and is the lowest and best bid for said work and said bidder is the lowest responsible bidder; and
WHEREAS, staff has recommended that the project budget include a contingency amount of $66,291.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:

1. The plans and specifications for the “Sun Valley Park Playground Project”, City Project No. 11391 on file in the Department of Public Works, are hereby approved.

2. The City Manager is authorized and directed to execute a contract with Bauman Landscape and Construction, Inc. for the bid amount, subject to final approval as to form by the City Attorney, and to return the bidder’s bond upon the execution of the contract.

3. Funds for project totaling $520,000, which includes the construction award amount and contingency, will be appropriated for City Project No. 11391, using $342,048 in Measure A funds (Fund #241) and $177,952 in Prop 68 Per Capita Grant Funds.

4. The Director of Public Works is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution.

I, Lindsay Lara, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 7th day of November 2022, by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

LINDSAY LARA, City Clerk
File No.: 22.04.47
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 4.e
Meeting Date: November 7, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: April Miller, Public Works Director City Manager Approval: ______________ File No.: 06.07.11
TOPIC: PICKLEWEED PARK ENHANCEMENT PROJECT
SUBJECT: ADOPT A RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH GATES +

ASSOCIATES FOR LANDSCAPE ARCHITECTURAL AND ENGINEERING DESIGN

SERVICES ASSOCIATED WITH THE PICKLEWEED PARK ENHANCEMENT PROJECT, CITY PROJECT NO. 11376, IN THE AMOUNT NOT TO EXCEED $498,734 RECOMMENDATION:

Staff recommends that the City Council adopt the resolution approving and authorizing the City Manager to execute a professional services agreement with Gates + Associates for landscape architectural and engineering design services associated with the Pickleweed Park Enhancement Project, City Project No. 11376, in the amount not to exceed $498,734.

BACKGROUND:

The Pickleweed Park, located in the southeast part of the City of San Rafael, is one of the most used parks and community centers in San Rafael. While Pickleweed Park is closer in size to a city-wide park, it is used predominately by the surrounding neighborhood and serves those within walking distance. The Canal neighborhood, which surrounds the park, gathers there for their social, educational, spiritual, and recreational needs.

The City worked with the community to identify priority improvements and pursue funding opportunities to renovate the Pickleweed Park to better meet the needs of the surrounding community. The conversion of the fields at Pickleweed Park to synthetic turf for year-round access was highlighted as a top priority for the City and the Canal neighborhood. The existing grass turf field that exists today is closed for around six months of the year to restore the field from the extensive use. As such, in early 2022 the City contracted with consultants from the Master Services Agreement list to start the design and permitting process for the field renovation in anticipation of using either grant funds or City funds.

The City initially pursued a Proposition 68 Statewide Park Program competitive grant but was unsuccessful in the application. On February 22, 2022, the City Council approved the application for Land and Water Conservation Fund (LWCF) for the Pickleweed Park Enhancement Project, which detailed a SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
total funding request of $4,240,000 from LWCF with a required City match of $4,240,000. As of July 2022, California State Parks has recommended the Pickleweed Park Enhancement Project to the National Park Service for the LWCF grant.

In addition to the field renovation, the Pickleweed Park Enhancement Project will be adding amenities including a basketball/sport court, playground structure for children under five, fitness equipment for adults, shaded seating, and gazebo. The project will also provide a renovated restroom, more landscaping and parking, and additional lighting and security cameras for improved security. These improvements will expand and increase outdoor recreation opportunities at Pickleweed Park.

On August 30, 2022, the City released a Request for Proposals (RFP) for landscape architectural and engineering design services. The scope of services described in the RFP includes all the improvements listed above except for the field renovation, which has been under design.

ANALYSIS:

On September 27, 2022, two proposals from qualified firms were received. Both firms were evaluated and interviewed by City staff based on criteria specified in the RFP including, but not limited to, completeness of the Proposal, relevant experience and success in similar projects, experience and quality of project team, understanding of the project scope of work, ability to meet deadlines and operate within budget, familiarity with federal grant procedures, and references by former clients on similar projects. City staff found Gates + Associates (“GATES”) and their subconsultants to be the most qualified consultant team for this project. GATES has submitted a proposal to perform landscape architectural and engineering design services, which staff has reviewed and found to be complete and within industry standards.

The recommended Professional Services Agreement with GATES will provide project management and coordination services, develop conceptual plans, provide environmental compliance and permitting support, develop construction contract documents including an order-of-magnitude construction estimate for budgeting purposes, and to provide construction support.

ENVIRONMENTAL DETERMINATION:

In November 2020, a notice of exemption (NOE) was filed with findings that the Pickleweed Park Enhancement Project meets the requirements of following categorical exemptions: Existing Facilities (§15301); Replacement or Reconstruction (§15302); New Construction or Conversion of Small Structures (§15303); Minor Alterations to Land (§15304(b), (f)); and Accessory Structures (§15311(b)). As such, this project is exempt from CEQA.

COMMUNITY OUTREACH:

In 2020, the City conducted a round of community outreach to refine the plan for improving Pickleweed Park. This effort highlighted the community’s desire for year-round access to the fields and additional park amenities, such as group picnic area, custom play area, lighting, new paths, and landscaping. From this feedback, the City developed a conceptual plan which was shared with the community through several occasions including the recent movie night at Pickleweed Park on September 23, 2022. The City plans to conduct additional outreach efforts as part of the design process. For additional information and project updates, please visit the City of San Rafael’s website: https://www.cityofsanrafael.org/pickleweed/ FISCAL IMPACT:

The Pickleweed Park Enhancement Project is listed in the City’s 2022-23 Capital Improvement Program as a multi-year project. Staff proposes to fund the agreement associated with the design of this project SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
by utilizing COVID-19 relief funds. The proposed Resolution would appropriate $498,734 for landscape architectural and engineering design services. The appropriation will be made to the Capital Improvement Fund (#401) using funds transferred from the General Fund. Once the design is complete, an engineer’s estimate can be made for construction and completion of the project.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Adopt the resolution as presented.

2. Do not accept the proposal from Gates + Associates and direct staff to reissue the RFP. This option will delay this project and impact utilization of LWCF grant funds.

3. Do not accept the proposal from Gates + Associates and provide further direction to staff.

RECOMMENDED ACTION:

Staff recommends that the City Council adopt a resolution approving and authorizing the City Manager to execute a professional services agreement with Gates + Associates for landscape architectural and engineering design services associated with the Pickleweed Park Enhancement Project in the amount not to exceed $498,734.

ATTACHMENT:

1. Resolution approving and authorizing the City Manager to execute a professional services agreement with Gates + Associates for landscape architectural and engineering design services

2. Draft Professional Service Agreement (with Exhibit A) 1 RESOLUTION NO.

RESOLUTION OF THE SAN RAFAEL CITY COUNCIL APPROVING AND

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH GATES + ASSOCIATES FOR LANDSCAPE ARCHITECTURAL

AND ENGINEERING DESIGN SERVICES ASSOCIATED WITH THE PICKLEWEED PARK ENHANCEMENT PROJECT, CITY PROJECT NO. 11376, IN THE AMOUNT NOT TO EXCEED $498,734
WHEREAS, the City Council in June 2022 approved the Pickleweed Park Enhancement Project in the City’s Capital Improvement Program (CIP) for Fiscal Years 2022/23 through 2024/25; and
WHEREAS, City staff determined that landscape architectural and engineering design services from qualified consultants will be required for this project to prepare construction documents and cost estimates for the Pickleweed Park Enhancement Project; and
WHEREAS, in response to a request for proposals, the Department of Public Works received two proposals; and
WHEREAS, staff reviewed the proposals, conducted interviews, and identified Gates + Associates to be the most qualified firm; and
WHEREAS, the proposal from Gates + Associates was found to be complete and within industry standards.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:

1. The City Manager is hereby authorized to execute a Professional Services Agreement with Gates + Associates for landscape architectural and engineering design services for the Pickleweed Park Enhancement Project in the amount not to exceed $498,734, in a form approved by the City Attorney.
2 2. Funds totaling $498,734 shall be appropriated for this project (Project No. 11376) through a transfer from the General Fund to the Capital Improvement Fund (#401).

3. The Director of Public Works is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution.

I, Lindsay Lara, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on 7th day of November 2022 by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
______________________________
LINDSAY LARA, City Clerk
File No.: 06.07.11
Rev. 08.22 1

AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN

THE CITY OF SAN RAFAEL
AND
DAVID L. GATES & ASSOCIATES, INC.

FOR LANDSCAPE ARCHITECTURAL AND ENGINEERING DESIGN SERVICES This Agreement is made and entered into as of ________________________ (the “Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and DAVID L. GATES & ASSOCIATES, INC., a corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled “SCOPE OF SERVICES”; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1. SERVICES TO BE PROVIDED.

Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled “SCOPE OF SERVICES.” CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated October 25, 2022 (“Proposal”) set forth in Exhibit A, which constitutes the basis for this Agreement.

2. COMPENSATION.

In consideration for CONSULTANT’s complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed v 08.22 2
$498,734.

CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice.

3. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate one (1) year from the Effective Date.

4. PROJECT COORDINATION.

A. CITY’S Project Manager. Joanna Kwok is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement.

B. CONSULTANT’S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Chuck Gardella is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution.

5. TERMINATION.

A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party.

B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period.

C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other.

D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. v 08.22 3

6. OWNERSHIP OF DOCUMENTS.

The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement.

7. INSPECTION AND AUDIT.

Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection.

8. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

9. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B.

10. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of CONSULTANT’S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT’s work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’S performance of or operations under this Agreement, v 08.22 4
CONSULTANT shall provide a defense to the City Indemnitees or at CITY’S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims.

B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee.

C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law.

11. NONDISCRIMINATION.

CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement.

12. COMPLIANCE WITH ALL LAWS.

CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.

13. NO THIRD PARTY BENEFICIARIES.

CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party.
v 08.22 5

14. NOTICES.

All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows:

To CITY’s Project Manager:

Joanna Kwok/ Senior Civil Engineer
111 Morphew Street
San Rafael, CA 94901
To CONSULTANT’s Project Director:

Chuck Gardella
1655 N. Main Street Ste 365
Walnut Creek, CA 94596

15. INDEPENDENT CONTRACTOR.

For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY.

16. ENTIRE AGREEMENT -- AMENDMENTS.

A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement.

B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY.

C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement.

D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY.

E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control.

17. SET-OFF AGAINST DEBTS.

CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, v 08.22 6
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.

18. WAIVERS.

The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation.

19. COSTS AND ATTORNEY'S FEES.

The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action.

20. CITY BUSINESS LICENSE / OTHER TAXES.

CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).

21. SURVIVAL OF TERMS.

Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns.

22. APPLICABLE LAW.

The laws of the State of California shall govern this Agreement.

23. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document.

Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission.
[Signatures are on the following page.]
v 08.22 7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
JIM SCHUTZ, City Manager
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
By: GENEVIEVE COYLE,
Assistant City Attorney
ATTEST:

City Clerk
_________________________________
LINDSAY LARA, City Clerk
CONSULTANT:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If CONSULTANT is a corporation, add
signature of second corporate officer]
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
Rev. 08.22 A-1

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT’s proposal, which is attached to this Exhibit A.

Rev. 08.22 B-1

EXHIBIT B

INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B.

A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies:

1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage.

2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence.

3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section.

4. Workers’ compensation. If it employs any person, CONSULTANT shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY.

B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements:

1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies.

2. The additional insured coverage under CONSULTANT’s insurance policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by CITY and shall not call upon CITY'sinsurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in CONSULTANT’S policies shall be at least as broad as v 08.22 B-2
ISO form CG20 01 04 13.

3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury.

4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.

5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years.

6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement.

7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY’S own insurance or self-insurance shall be called upon to protect it as a named insured.

8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement.

9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review.

10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any v 08.22 B-3
such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto.

C. Deductibles and SIR’s. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses.

D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement.

CITY reservesthe right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY.

WORKPLAN

PICKLEWEED PARK ENHANCEMENT PROJECT
San Rafael
TASK 1 - PROJECT MANAGEMENT & COORDINATION
The objective of this task is to team with City Staff to efficiently guide the project through all tasks outlined below in order to ensure high quality deliverables that are on schedule and on budget.

Subtask 1.1 Project Management
Organize kickoff meeting with City Staff. This meeting will include:
• Review project goals and existing base information
• Roles and communication protocols between team and City Staff • Develop and maintain baseline schedule for the project • Review budget
• Identify project challenges and constraints
• Attend kick-off meeting with City Staff and design team. • Ensure project compliance with federal requirements and assist City with documentation and exhibits for grant reimbursements.

DELIVERABLES:

Issues Matrix
Project Schedule (Maintained monthly)
Meeting Agendas & Minutes
Federal Grant Reimbursement Documentation
MEETINGS:

Kick Off Meeting (In-Person) 1
Ongoing Meetings (Virtual) 24
TASK 2 – DESIGN
The objective of this task is to gather all necessary data, build stakeholder consensus and formalize the goals, program and desired outcomes into a cohesive package for use in developing Construction Documents.

Subtask 2.1 – Base Development and Coordination
Conduct a preliminary assessment to analyze project areas for potential issues such as right-of-way constraints, environmental issues, accessibility issues, and drainage. Review prior studies/reports conducted for the Pickleweed field renovation.

Consolidate information for project, information provided by City includes:
• CAD topographic Survey
• Above ground and underground utility information
• Survey of existing electrical systems to determine suitability for reuse and connection to new equipment • Brief description of geologic and groundwater conditions based on our exploration • Seismicity evaluation including 2019 CBC criteria
• Discussion regarding ongoing and potential future settlements due to compressible bay mud below the project site
• Criteria for site grading, including demolition, new fill quality, and compaction criteria • Geotechnical design criteria for the foundations
• Criteria and recommendations for exterior concrete slabs-on-grade • Recommendations for new asphalt pavements
• Other geotechnical items relevant to the project
• Site visit to assess demolition of existing restroom facility

EXHIBIT A
EXHIBIT A October 25, 2022
GATES
+ASSOC IATES

WORKPLAN
• Collect samples of existing restroom materials: Vinyl tile, paint, drywall system, caulking, roof system to determine hazardous materials which may be present.
• Prepare abatement specifications for handling and removal of hazardous materials. • Prepare arborist report for approximately 40 trees
Subtask 2.2 – Community Outreach
Work with city staff to plan coordinate and facilitate public meetings with relevant stakeholder groups for project input. • Develop engagement plan and collateral (project branding, messaging, project logo, webpage hosted on Citywebsite) • Create a matrix of stakeholder meeting participants and level of engagement • Explore potential linkages to community event, such as farmers markets or scheduled City-wide events • Develop outreach collateral (flyers, mailers, banners, social media graphics, meeting exhibits) • Translation of outreach collateral in Spanish
Work with the City to identify appropriate communication channels. These might include:
• Social media (Facebook, Instagram, Twitter, NextDoor) • Informational booth at City events or meetings
• Newsletter for local schools / community groups
• Signage at park site (Gates to provide content, City to produce) • Postcard mailers (Gates to provide content, City to print and mail) Facilitate meetings with Stakeholders and Community:
• Preparation of illustrative plans and graphics to support public outreach efforts.  Stakeholder Meetings will be virtual with up to 4 meetings. Meetings will gather data from relevant stakeholders (i.e., community groups, neighborhood associations)  Community Meeting #1 will ask for input on project amenities. One meeting will be held in person and a second virtually with the same content.
 Community Meeting #2 will solicit input on proposed concepts. One meeting will be help in person and a second virtually with the same content.
 Online survey to run concurrent with community meetings #1 and #2.

Public Meeting presentations:
• Attend one City Council presentation
• Attend two Council subcommittee presentations
Subtask 2.3 – 35% Design Development
Work with staff to develop a detailed design plan, based on approved Master Plan to align with project budget including:
• Refined layout of hardscape and softscape
• Preliminary details and cut sheets for site elements: Prefabricated Restroom Replacement, Gazebo, fencing, fitness equipment, play elements, and sports courts
• Cut sheets of site furniture and materials
• Images, color and finish of all site paving materials • Preliminary ADA site grading and drainage design
• Preliminary storm water management concepts

EXHIBIT A
GATES
+ASSOC IATES

WORKPLAN
• Preliminary utility layout
• Preliminary lighting fixture and security camera selection and locations • Initial coordination with applicable regulatory agencies, stakeholders and material/equipment suppliers. • Consult with the project team and respond to requests for information as project design advances Subtask 2.4 – Cost Estimate
Develop engineers opinion of probable costs for park improvements.

DELIVERABLES:

Arborist report
Hazardous materials survey
Geotechnical Report
35% Conceptual Plans (22x34) & Estimate (PDF,
AutoCAD, Word, Excel)
Public Meeting Materials (Illustrative Site Plans, Exhibits) MEETINGS:

Staff 2
Stakeholder Meetings 4
Community Meetings 4
City Council 1
Council Subcommittee 2
Site Visit 1 (per consultant)
TASK 3 – CONSTRUCTION DOCUMENTATION
The objective of this task is to develop a set of construction documents that honor the promises of the Master Plan and can be achieved within project budget and can be used for permitting bid purposes.

Subtask 3.1 – 65% PS&E
Meet with City Staff to review 35% Design Development Plans and Estimate. Prepare response to DD comments.

Prepare preliminary construction documents, specifications and revise DD cost estimate, including:
• Titlesheet and notes
• Existing conditions and demolition plan
• Accessible path of travel plan
• Horizontal control plan
• ADA grading and drainage plan
• Prefabricated Restroom Plans
• Utility plan
• Erosion control plan
• Storm Water Control Plan
• Signage and striping plan
• Electrical plan
• Lighting fixture selections
• Light fixture layout and calculations
• Site layout and materials plan
• Planting Plan
• Details for:
o Fencing and gates
o Gazebo
o Restroom foundation
o Flag poles
o Planting
o Play Equipment

EXHIBIT A
GATES
+ASSOC IATES

WORKPLAN
o Site paving sections
o Stormwater treatment/detention areas
o Site Accessories (backstop, BBQs, benches, bike racks, drinking fountains, bottle fillers, picnic tables, trash receptacles, goals)
o Pavement sections
o Light pole bases, conduit installation details, pull box installation details o Utility structures
o LID treatment features
• Engineers’ opinion of probable construction costs to include all anticipated labor, materials and lump sums that are delineated on the plans and specifications of the project. • Specifications in Caltrans Standard Format
Subtask 3.2 – 95% PS&E
Based on City comments, refine 65% construction documents, technical specifications and Engineers opinion of probable construction costs
• Conduct internal quality control
• Meeting with City to review.

Subtask 3.3 – 100% PS&E
Based on city 95% comments, prepare 100% plans, technical specifications, and cost estimate, including potential add alternates to be defined within the construction documents. Refine the plans listed above including:
• Stormwater Pollution Prevention Plan
• Stormwater Management Plan
• Irrigation Plan
• Water Efficient Landscape calculations. (Water-Use calculations) • Structural calculations
• Energy compliance forms
• Accessibility compliance
• Engineers’ opinion of probable construction costs includes all anticipated labor, materials and lump sums that are delineated on the plans and specifications of the project. • Project specifications and bid form
• Conduct internal quality control RFI’s and addenda for construction • Review all construction bids received and make a recommendation to the City for award of construction contract.

Subtask 3.4 – Bid Submittal
Respond to City comments and provide Final Bid Set to City for bidding purposes:
• Set of electronic plans (22x34)
• Printed, stamped and signed specifications in Word and PDF format • Printed, stamped and signed Engineers opinion of probable construction costs in Excel and PDF format) DELIVERABLES:

Submittals (65%, 95% and 100%PS&E and Bid Set) 22x34 PDF, Word and Excel Format
MEETINGS:

Staff 4

EXHIBIT A
GATES
+ASSOC IATES

WORKPLAN
TASK 4 – ENVIRONMENTAL COMPLIANCE & PERMITTING
The objective of this task is to support the City in securing all permit approvals required for the project.

Subtask 4.1 – Compliance & Permitting Support
• Monitor project development to ensure project design complies with the project description in the notice of exemption.
• Coordinate with City’s contracted environmental consultant, as needed to assist with BCDC permit application (BCDC permitting to be handled by the city’s environmental consultant). Prepare plans and exhibits that may include:
o Illustrative Site Plan
o Pedestrian Circulation
o Proposed Programming Elements
o Site Materials, Furnishings, and Lighting Plan
o Preliminary Plant Palette
o Proposed Grading Concept
o Enlarged detail studies of key program areas:
o Coordinate BCDC documents and deliverables with Design Team. o Review BCDC comments and provide refined package for resubmittal(s) BCDC application o Attendance at 2 BCDC meetings
• Provide project design to environmental consultant in AutoCAD or GIS format, properly referenced to a geographic coordinate system, and provide information relating to the project design. • Prepare required documentation and exhibits LWCF grant reimbursements • Work with city staff, as needed to prepare and submit documents required for obtaining all city permits, pertinent to the project.

DELIVERABLES:
(3) BCDC documentation (electronic)
Permit applications and supplemental information, as required.

Documentation for LWCF grant reimbursement
MEETINGS:

BCDC meetings 3
TASK 5 – FINAL BID PHASE & BID SUPPORT
The objective of this task is to support the City’s public bid process and provide recommendations for award of contract Subtask 5.1 – Bid Support Services
• Attendance at pre-bid meeting
• Respond to questions, prepare addenda if necessary and participate in evaluation of the proposals. • Provide final conform set of plans and specifications incorporating all RFI’s and addenda for construction • Review construction bids received and make a recommendation to the City for award of construction contract. • Virtual team coordination meetings (Miller Pacific)
• Review project plans as they near completion to determine whether the intent of the geotechnical and pavement recommendations have been sufficiently incorporated. (Miller Pacific) DELIVERABLES:

Addenda
Conform Plans and Specifications
MEETINGS:

Pre-Bid Meeting 1

EXHIBIT A
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WORKPLAN
TASK 6 – CONSTRUCTION SUPPORT SERVICES
The objective of this task is to support the City's construction management team to verify the quality of materials, respond to unforeseen field conditions and to ensure change orders, if any, are appropriate.

Subtask 6.1 – Construction Meetings & Observation
• Attendance at (1) pre-construction meeting
• Attendance at weekly construction meetings (in person/virtual) for the duration of construction. • Site visits in conjunction with RFI responses or general project review and prepare reports and punch lists on construction progress and quality with recommendations for correction of deficiencies observed. Assume a minimum of (6) site visits by the Landscape Architect as the prime consultant and (4) visits each by the subconsultants. • Final Punch Walks and punch lists by each discipline at the Completion of the project • Observe and test the geotechnical portions of the contractor’s work Subtask 6.2 – Construction Administration
• Coordinate design team construction administration, review product submittals, review and respond to RFIs, and review change orders.
• Assist the City in preparation of contract change orders, as necessary.

Subtask 6.3 – As-builts
• At completion of construction, prepare record drawings using contractor mark-ups.

DELIVERABLES:

Addenda
Submittal and RFI Responses
Field Reports and Punch Lists
Record Drawings (PDF and AutoCAD format)
Meeting Agendas & Minutes
MEETINGS:

Pre-Construction 1
Site Visits 6 by Prime Consultant
Site Visits 4 by each Subconsultant
Construction Meetings 24 (Virtual or In-Person as required) Final Punch Walk 1 by each discipline
TASK 7 – LAND SURVEY SERVICES
The objective of this task is to provide underground locating and supplemental topography Subtask 7.1 – Underground Locating Services and Additional Surveying • BKF will provide limited utility investigation services within the limits of work using industry acceptable methods to determine the approximate horizontal position and count of existing utilities. BKF’s field crews will use a combination of water-based paint and pin flags (in the appropriate APWA color) to mark the results of our investigation on the ground surface. BKF will compare any available utility record information (supplied by client) with the results of field investigation services to attempt to map underground utilities encountered during the investigation. Utilities not identifiable by BKF’s field crews due to lack of utility record information or above ground appurtenances will be marked with pink paint on the ground surface and annotated as “Unknown” on the project deliverables. BKF will make an effort to determine the location of all underground utilities; however, due to technical limitations of today’s most modern equipment, no guarantee (expressed or implied) can be made. BKF to provide underground survey information for lighting on park site. • Once utility markings are complete, BKF’s field crews will locate the paint markings and utilize the field data with provided as-builts to show the underground utilities encountered on the project’s existing conditions base mapping.

EXHIBIT A
GATES
+ASSOC IATES

WORKPLAN
Subtask 7.2 – Boundary Surveying
• Coordinate receipt of a title report through a title researcher. BKF will not be responsible for the title services, but will coordinate the procurement of the report and passthrough the costs as a part of the amendment • Research public and known private records archives (fees to access archives are not included) • Perform a field survey to locate evidence of the title lines delineated in the report • Plot boundary lines on the previously prepared topographic map • Plot easements disclosed in the title report on the previously prepared topographic map Subtask 7.3 -- Record of Survey
• Prepare and file a Record of Survey with the Marin County Surveyor’s Office in accordance with Section 8762 of the California Professional Land Surveyor’s Act
DELIVERABLES:

Underground and Topographic Survey
Boundary Survey
Record Survey
TASK 8 – PRE-FABRICATED DESIGN SERVICES
Subtask 8.1 – Pre-fabricated Restroom Drawings and Specifications • Preferred pre-fabricated restroom manufacturer to provide complete construction documents, structural calculations, and specifications for submittal and permit review. • Review, coordinate, and finalize all materials, finishes, colors, hardware, lighting, and locks for restroom.

Subtask 6.3 – Pre-fabricated Gazebo Drawings and Specifications • Preferred pre-fabricated gazebo manufacturer to provide complete construction documents, structural calculations, and specifications for submittal and permit review. • Review, coordinate, and finalize all materials, finishes, colors, hardware, and lighting for Gazebo.

DELIVERABLES:

Building Department submittal for prefabricated restroom and gazebo TASK 9 – MISCELLANEOUS
• Miscellaneous tasks to be determined during the course of the project.

ASSUMPTIONS/EXCLUSIONS:
• Scope is based on a single set of Design/Construction Documents as shown on the Masterplan • The structural scope is limited to miscellaneous site elements including fence post footings and pole footings for security cameras and basketball posts. Structural engineering, play equipment and fitness equipment shall be provided by the manufacturer at the time of purchase order. • Structural engineering and permit drawings from the prefabricated manufacturer for the Restroom and Gazebo are assumed amounts as fees vary by the final preferred vendor. • The Enforcement Agency will be the City of San Rafael and the applicable design code will be the 2022 CBC. • Structural modification to any existing buildings, site structures or elements beyond what is described is not included.
• Hazardous materials testing is limited to lead and asbestos on the existing restroom to be demolished. • Permit, plan check, inspection and other agency fees are not included.

EXHIBIT A
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WORKPLAN
• Services not defined above will be considered Additional Services.

EXHIBIT A
GATES
+ASSOC IATES
Fee Sheet
Pickleweed Park Enhancement Project |San Rafael, CA
GATES+

ASSOCIATES
ATIUM
MILLER

PACIFIC

BKF RMA LIONAKIS WOODREVE INTERTEK PSI VENDOR

SUBTOTAL
Subtotal Fee $22,600 $0 $0 $15,408 $800 $0 $0 $0 $38,808 Subtotal Fee $55,640 $2,320 $8,510 $17,646 $1,200 $1,530 $4,000 $1,600 $92,446 Subtotal Fee $61,720 $21,030 $3,000 $30,224 $11,600 $15,645 $0 $0 $143,219 Subtotal Fee $15,500 $0 $0 $0 $0 $0 $0 $0 $15,500
Subtotal Fee $9,760 $730 $0 $4,583 $800 $0 $0 $0 $15,873 Subtotal Fee $44,560 $4,360 $8,510 $17,828 $3,900 $5,005 $1,200 $0 $85,363 Subtotal Fee $0 $0 $0 $37,500 $0 $0 $0 $0 $37,500
Subtotal Fee $35,000 $35,000
Subtotal Fee $25,000
SUB TOTAL $209,780 $28,440 $20,020 $123,189 $18,300 $22,180 $5,200 $1,600 $35,000 $488,709 Reimbursable Allowance $5,000 $825 $825 $825 $825 $1,000 $125 $600 $10,025 TOTAL $498,734
TASK 7 - LAND SURVEYING SERVICES
TASK 8 - PRE-FABRICATED DESIGN SERVICES

SUMMARY BY COMPANY
TASK 4 - ENVIRONMENTAL COMPLIANCE & PERMITTING
TASK 5- FINAL BID PHASE AND BID SUPPORT PHASE
TASK 6 - CONSTRUCTION SUPPORT SERVICES
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 9 - MISCELLANEOUS

EXHIBIT B
GATES
+ASSOCIATES
Principal-inCharge
Project
Manager
Outreach
Coorindator
Production
Hourly Rate $200 $175 $160 $110 SUBTOTAL
Subtask 1.1 Project Management 20 88 20
SUBTASK HOURS 20 88 20 0
SUBTOTAL FEE $4,000 $15,400 $3,200 $0 $22,600
Subtask 2.1 Base Development & Coordination 10 24 8
Subtask 2.2 Community Outreach 10 24 160 24
Subtask 2.3 Design Development 10 24 36
Subtask 2.4 Cost Estimate 4 8 16
SUBTASK HOURS 34 80 160 84
SUBTOTAL FEE $6,800 $14,000 $25,600 $9,240 $55,640
Subtask 3.1 65% PS&E 10 48 72
Subtask 3.2 95% PS&E 10 48 60
Subtask 3.3 100% PS&E 10 48 48
Subtask 3.4 Bid Submittal 8 32 32
SUBTASK HOURS 38 176 0 212
SUBTOTAL FEE $7,600 $30,800 $0 $23,320 $61,720
Subtask 4.1 Compliance & Permitting Support 24 36 40
SUBTASK HOURS 24 36 0 40
SUBTOTAL FEE $4,800 $6,300 $0 $4,400 $15,500
Subtask 5.1 Bid Support Services 8 24 36
SUBTASK HOURS 8 24 0 36
SUBTOTAL FEE $1,600 $4,200 $0 $3,960 $9,760
Subtask 6.1 Construction Meeting and Observation 16 48 36 Subtask 6.2 Construction Administration 120 36
Subtask 6.3 As-Builts 8 24
SUBTASK HOURS 16 176 0 96
SUBTOTAL FEE $3,200 $30,800 $0 $10,560 $44,560
Subtask 7.1 Underground Locating Services & Additional
Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0
TOTAL $209,780
Reimbursable Allowance 5,000$
TASK 7 - LAND SURVEYING SERVICES
TASK 6 - CONSTRUCTION SUPPORT SERVICES
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE
GATES + ASSOCIATES
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 2 - DESIGN

EXHIBIT B
GATES
+ASSOCIATES
Principal Engineer Drafter
Hourly Rate $180 $150 $125 SUBTOTAL
Subtask 1.1 Project Management
SUBTASK HOURS 0 0 0
SUBTOTAL FEE $0 $0 $0 $0
Subtask 2.1
Base Development & Coordination
Subtask 2.2 Community Outreach
Subtask 2.3 Design Development 4 4 8
Subtask 2.4 Cost Estimate
SUBTASK HOURS 4 4 8
SUBTOTAL FEE $720 $600 $1,000 $2,320
Subtask 3.1 65% PS&E 4 8 16
Subtask 3.2 95% PS&E 6 20 40
Subtask 3.3 100% PS&E 6 16 32
Subtask 3.4 Bid Submittal 2 2
SUBTASK HOURS 16 46 90
SUBTOTAL FEE $2,880 $6,900 $11,250 $21,030
Subtask 4.1 Compliance & Permitting Support
SUBTASK HOURS 0 0 0
SUBTOTAL FEE $0 $0 $0 $0
Subtask 5.1 Bid Support Services 1 2 2
SUBTASK HOURS 1 2 2
SUBTOTAL FEE $180 $300 $250 $730
Subtask 6.1 Construction Meeting and
Observation
6 Subtask 6.2 Construction Administration 1 12
Subtask 6.3 As-Builts 2 8
SUBTASK HOURS 7 14 8
SUBTOTAL FEE $1,260 $2,100 $1,000 $4,360
Subtask 7.1 Underground Locating Services &
Additional Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS 0 0 0
SUBTOTAL FEE $0 $0 $0 $0
TOTAL $28,440
Reimbursable Allowance 825$
TASK 7 - LAND SURVEYING SERVICES
TASK 6 - CONSTRUCTION SUPPORT SERVICES
ATIUM
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE

EXHIBIT B
GATES
Principal
Engineer /
Geoligist
Senior
Engineer /
Geoligist
Staff
Engineer /
Geoligist
Engineering
Tech
Project
Assistant
Hourly Rate $260 $200 $150 $120 $85 SUBTOTAL
Subtask 1.1 Project Management
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 2.1
Base Development & Coordination 8 8 16 16 6
Subtask 2.2 Community Outreach
Subtask 2.3 Design Development
Subtask 2.4 Cost Estimate
SUBTASK HOURS 8 8 16 16 6
SUBTOTAL FEE $2,080 $1,600 $2,400 $1,920 $510 $8,510
Subtask 3.1 65% PS&E
Subtask 3.2 95% PS&E 20
Subtask 3.3 100% PS&E
Subtask 3.4 Bid Submittal
SUBTASK HOURS 0 0 20 0 0
SUBTOTAL FEE $0 $0 $3,000 $0 $0 $3,000
Subtask 4.1 Compliance & Permitting Support
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 5.1 Bid Support Services
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 6.1 Construction Meeting and
Observation 8 8 16 16 6
Subtask 6.2 Construction Administration
Subtask 6.3 As-Builts
SUBTASK HOURS 8 8 16 16 6
SUBTOTAL FEE $2,080 $1,600 $2,400 $1,920 $510 $8,510
Subtask 7.1 Underground Locating Services &
Additional Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0
TOTAL $20,020
Reimbursable Allowance 825$
TASK 7 - LAND SURVEYING SERVICES
TASK 6 - CONSTRUCTION SUPPORT SERVICES

MILLER PACIFIC
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE

EXHIBIT B
GATES
+ASSOCIATES
Vice
President
Project
Manager
Senior
Project
Engineer
Field Crew
Senior
Project
Surveyor
Drafter II Engineering
Technician III
Hourly Rate $291 $247 $212 $348 $212 $140 $180 SUBTOTAL Subtask 1.1 Project Management 10 30 24
SUBTASK HOURS 10 30 24 0 0 0 0
SUBTOTAL FEE $2,910 $7,410 $5,088 $0 $0 $0 $0 $15,408
Subtask 2.1
Base Development & Coordination 8
Subtask 2.2 Community Outreach 2 4
Subtask 2.3 Design Development 2 6 20 40
Subtask 2.4 Cost Estimater 6
SUBTASK HOURS 4 6 30 0 0 0 48
SUBTOTAL FEE $1,164 $1,482 $6,360 $0 $0 $0 $8,640 $17,646 Subtask 3.1 65% PS&E 6 20 32
Subtask 3.2 95% PS&E 4 16 24
Subtask 3.3 100% PS&E 4 12 16
Subtask 3.4 Bid Submittal 2 8 8
SUBTASK HOURS 0 16 56 0 0 0 80
SUBTOTAL FEE $0 $3,952 $11,872 $0 $0 $0 $14,400 $30,224 Subtask 4.1 Compliance & Formatting Support
SUBTASK HOURS 0 0 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0 $0 $0
Subtask 5.1 Bid Support Services 0 5 9 8
SUBTASK HOURS 0 5 9 0 0 0 8
SUBTOTAL FEE $0 $1,235 $1,908 $0 $0 $0 $1,440 $4,583
Subtask 6.1 Construction Meeting and
Observation 20 12
Subtask 6.2 Construction Administration 40
Subtask 6.3 As-Builts 2 8
SUBTASK HOURS 0 20 54 0 0 0 8
SUBTOTAL FEE $0 $4,940 $11,448 $0 $0 $0 $1,440 $17,828
Subtask 7.1 Underground Locating Services &
Additional Surveying 4 2 16 8 32
Subtask 7.2 Boundary Surveying 8 1 32 8 8
Subtask 7.3 Record of Survey 4 1 8 8 12
SUBTASK HOURS 16 4 0 56 24 52 0
SUBTOTAL FEE $4,656 $988 $0 $19,488 $5,088 $7,280 $0 $37,500 TOTAL $123,189
Reimbursable Allowance 825$
TASK 7 - LAND SURVEYING SERVICES
BKF
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE
TASK 6 - CONSTRUCTION SUPPORT SERVICES

EXHIBIT B
I

I I I I I I
GATES
+ASSOCIATES
Principal Project
Manager
Design
Assistant
Drafter Clerical
Hourly Rate $200 $150 $125 $100 $95 SUBTOTAL
Subtask 1.1 Project Management 4
SUBTASK HOURS 4 0 0 0 0
SUBTOTAL FEE $800 $0 $0 $0 $0 $800
Subtask 2.1 Base Development & Coordination
Subtask 2.2 Community Outreach
Subtask 2.3 Design Development 8
Subtask 2.4 Cost Estimate
SUBTASK HOURS 0 8 0 0 0
SUBTOTAL FEE $0 $1,200 $0 $0 $0 $1,200
Subtask 3.1 65% PS&E 4 12 16
Subtask 3.2 95% PS&E 8 12 16
Subtask 3.3 100% PS&E 4 4
Subtask 3.4 Bid Submittal 4
SUBTASK HOURS 12 28 40 0 0
SUBTOTAL FEE $2,400 $4,200 $5,000 $0 $0 $11,600
Subtask 4.1 Compliance & Formatting Support
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 5.1 Compliance & Permitting Support 4
SUBTASK HOURS 4 0 0 0 0
SUBTOTAL FEE $800 $0 $0 $0 $0 $800
Subtask 6.1 Construction Meeting and
Observation 8
Subtask 6.2 Construction Administration 8 4
Subtask 6.3 As-Builts 8
SUBTASK HOURS 0 16 12 0 0
SUBTOTAL FEE $0 $2,400 $1,500 $0 $0 $3,900
Subtask 7.1 Underground Locating Services &
Additional Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0
TOTAL $18,300
Reimbursable Allowance 825$
TASK 7 - LAND SURVEYING SERVICES
TASK 6 - CONSTRUCTION SUPPORT SERVICES
RMA
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE

EXHIBIT B
GATES
+ASSOCIATES
Principal
Senior
Associate -
Enginering
Engineer II
Senior BIM
Technician
Project
Coordinator
Hourly Rate $285 $255 $195 $175 $115 SUBTOTAL
Subtask 1.1 Project Management
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 2.1 Base Development &
Coordination 6
Subtask 2.2 Community Outreach
Subtask 2.3 Design Development
Subtask 2.4 Cost Estimate
SUBTASK HOURS 0 6 0 0 0
SUBTOTAL FEE $0 $1,530 $0 $0 $0 $1,530
Subtask 3.1 65% PS&E 6 12 12 1
Subtask 3.2 95% PS&E 1 6 8 8 1
Subtask 3.3 100% PS&E 1 4 2 4 1
Subtask 3.4 Bid Submittal 1 4 2 2 1
SUBTASK HOURS 3 20 24 26 4
SUBTOTAL FEE $855 $5,100 $4,680 $4,550 $460 $15,645
Subtask 4.1 Compliance & Permitting Support
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 5.1 Bid Support Services
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
Subtask 6.1 Construction Meeting and
Observation
Subtask 6.2 Construction Administration 4 10 2 4
Subtask 6.3 As-Builts 1 2 2 2
SUBTASK HOURS 0 5 12 4 6
SUBTOTAL FEE $0 $1,275 $2,340 $700 $690 $5,005
Subtask 7.1
Underground Locating Services &
Additional Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS 0 0 0 0 0
SUBTOTAL FEE $0 $0 $0 $0 $0 $0
TOTAL $22,180
Reimbursable Allowance 1,000$
TASK 7 - LAND SURVEYING SERVICES
TASK 6 - CONSTRUCTION SUPPORT SERVICES

LIONAKIS
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE

EXHIBIT B
GATES
+ASSOCIATES

WOODREVE
Principal
Hourly Rate $200 SUBTOTAL
Subtask 1.1 Project Management
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 2.1
Base Development & Coordination 20
Subtask 2.2 Community Outreach
Subtask 2.3 Design Development
Subtask 2.4 Cost Estimate
SUBTASK HOURS 20
SUBTOTAL FEE $4,000 $4,000
Subtask 3.1 65% PS&E
Subtask 3.2 95% PS&E
Subtask 3.3 100% PS&E
Subtask 3.4 Bid Submittal
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 4.1 Compliance & Permitting Support
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 5.1 Bid Support Services
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 6.1 Construction Meeting and
Observation
6 Subtask 6.2 Construction Administration
Subtask 6.3 As-Builts
SUBTASK HOURS6
SUBTOTAL FEE $1,200 $1,200
Subtask 7.1 Underground Locating Services &
Additional Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
TOTAL $5,200
Reimbursable Allowance 125$
TASK 6 - CONSTRUCTION SUPPORT SERVICES
TASK 7 - LAND SURVEYING SERVICES
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE

EXHIBIT B
GATES

INTERTEK PSI
Principal
Hourly Rate $200 SUBTOTAL
Subtask 1.1 Project Management
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 2.1
Base Development & Coordination
8 Subtask 2.2 Community Outreach
Subtask 2.3 Design Development
Subtask 2.4 Cost Estimate
SUBTASK HOURS8
SUBTOTAL FEE $1,600 $1,600
Subtask 3.1 65% PS&E
Subtask 3.2 95% PS&E
Subtask 3.3 100% PS&E
Subtask 3.4 Bid Submittal
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 4.1 Compliance & Permitting Support
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 5.1 Bid Support Services
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 6.1 Construction Meeting and
Observation
0 Subtask 6.2 Construction Administration
Subtask 6.3 As-Builts
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
Subtask 7.1 Underground Locating Services &
Additional Surveying
Subtask 7.2 Boundary Surveying
Subtask 7.3 Record of Survey
SUBTASK HOURS0
SUBTOTAL FEE $0 $0
TOTAL $1,600
Reimbursable Allowance 600$
TASK 7 - LAND SURVEYING SERVICES
TASK 1 - PROJECT MANAGEMENT & COORDINATION
TASK 2 - DESIGN
TASK 3 - CONSTRUCTION DOCUMENTATION
TASK 4 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
TASK 5 - FINAL BID PHASE AND BID SUPPORT PHASE
TASK 6 - CONSTRUCTION SUPPORT SERVICES

EXHIBIT B
GATES
____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 4.f
Meeting Date: November 7, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Police Department
Prepared by: Lisa Holton, Lieutenant
City Manager Approval: ______________
TOPIC: SPECIAL EVENT STREET CLOSURES IN DOWNTOWN SAN RAFAEL SUBJECT: RESOLUTION AUTHORIZING THE TEMPORARY CLOSURE OF FOURTH STREET

BETWEEN LINCOLN AVENUE AND CIJOS STREET FOR THE ANNUAL PARADE OF

LIGHTS AND WINTER WONDERLAND EVENT
RECOMMENDATION: Adopt the Resolution authorizing temporary closure of Fourth Street between Lincoln Avenue and Cijos Street for the annual Parade of Lights and Winter Wonderland event.

BACKGROUND:

The Downtown San Rafael Business Improvement District will be hosting the Annual Parade of Lights Winter Wonderland and Holiday Maker’s Market. This family-friendly event and merchant open house attracts residents and visitors throughout the Bay Area.

The Holiday Market will be held on Saturday, November 26, from 1 p.m. to 5 p.m. on Fourth Street between Lincoln Avenue and Cijos Street. The Holiday Market will feature a maker’s marketplace and shop local specials, in conjunction with Small Business Saturday Holiday Shopping. The Parade of Lights will start down Fourth Street at 5:30 p.m. on Saturday, November 26th.

Downtown Business Improvement District members and other seasonally appropriate vendors will be invited to be part of the Holiday Market. There will also be holiday entertainment and musical performances along Fourth Street and activities for children.

ANALYSIS:

The Parade of Lights Winter Wonderland and Holiday Market is a much-loved community event enjoyed by thousands of residents and visitors of all ages each year. This event has been held annually in the San Rafael Downtown. Prior to 2019, the event was held on the Friday following Thanksgiving. This year, the event is being coordinated by the San Rafael Business Improvement District in conjunction with the San Rafael Chamber of Commerce in support of Small Business Saturday.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
Temporary road closures require that the City Council adopt a resolution finding that the closing is necessary for the safety and protection of persons using the road during the closing, per Vehicle Code section 21101(e) which states:
“(e) Temporarily closing a portion of any street for celebrations, parades, local special events, and other purposes when, in the opinion of local authorities having jurisdiction or a public officer or employee that the local authority designates by resolution, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing.” Department of Public Works staff will support the street closure by providing closure signage. The Police Department and Fire Department may provide ancillary support as well.

Street to be closed:

Fourth Street between Lincoln Avenue and Cijos Street and Cijos Street to Commercial Place from approximately 12:00 p.m. to 6:00 p.m.

COMMUNITY OUTREACH:

Community Outreach is being completed by the San Rafael Business Improvement District and the Chamber of Commerce.

FISCAL IMPACT:

The City will provide in-kind services such as “no parking” signage and traffic control support and advice.

Any cost associated with this support will be minimal and absorbed by the Police Department and Public Works Department budgets.

OPTIONS:

The City Council has the following options to consider on this matter:

1. Adopt resolution.

2. Adopt resolution with modifications.

3. Direct staff to return with more information.

4. Take no action.

RECOMMENDED ACTION:

Adopt the Resolution authorizing temporary closure of Fourth Street between Lincoln Avenue and Cijos Street for the annual Parade of Lights and Winter Wonderland event.

ATTACHMENTS:

1. Resolution
RESOLUTION NO.

RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE

TEMPORARY CLOSURE OF FOURTH STREET BETWEEN LINCOLN AVENUE AND

CIJOS STREET FOR THE ANNUAL PARADE OF LIGHTS AND WINTER

WONDERLAND EVENT
WHEREAS, the San Rafael City Council has determined that it is in the best interests of the public health and safety to implement a modified Traffic Plan and Road Closure for all special events in San Rafael and nearby neighborhoods; and WHEREAS, after reviewing plans for the events and the traffic patterns, City staff has determined and recommended that, in the interest of the safety and welfare of pedestrian and auto traffic in the downtown area, Fourth Street between Lincoln Avenue and Cijos Street should be temporarily closed to through traffic for the date and locations as specified in the Staff Report; and
WHEREAS, the specific time periods for the temporary closures described in the Staff Report shall be as determined by the City’s Events Coordinator in consultation with the Police Department, and the Events Coordinator shall give timely notice to the public of those time periods by signage and/or other appropriate means.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL HEREBY RESOLVES:

1. That all the above findings are true and correct; and

2. That pursuant to the authority of Vehicle Code section 21101(e), for the safety and protection of persons, both pedestrians and vehicle drivers, the City Council hereby authorizes the temporary closure of the listed streets for the locations and dates described in the Staff Report accompanying this Resolution.

I, Lindsay Lara, City Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council held on the 7th day of November 2022 by the following vote, to wit:

AYES: COUNCILMEMBERS: None
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None

___________________
Lindsay Lara, City Clerk

____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.g
Meeting Date: November 7, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Finance
Prepared by: Nadine Atieh Hade,
Administrative Services Director
City Manager Approval: ______________
TOPIC: INVESTMENT MANAGEMENT AND ADVISORY SERVICES
SUBJECT: A RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE AN AGREEMENT WITH CHANDLER ASSET MANAGEMENT TO PROVIDE INVESTMENT MANAGEMENT AND ADVISORY SERVICES FOR THREE (3) YEARS WITH AN OPTION TO EXTEND FOR AN ADDITIONAL TWO (2) YEARS RECOMMENDATION:

Adopt Resolution approving and authorizing the City Manager to execute an agreement with Chandler Asset Management to provide investment management and advisory services for three (3) years with an option to extend for an additional two (2) years.

BACKGROUND:

The City of San Rafael contracts with an investment management and advisory services provider to invest the City’s funds in a way that ensures safety, liquidity, and investment returns. The City’s investment goals are to ensure sufficient cash flow and stability of public resources while growing the City’s portfolio to fund current and future projects and maintain healthy reserves.

The City Rafael has contracted with Insight Investments since 2005, when we first entered into a contract with MBIA for investment management services. MBIA later became Cutwater Asset Management, which was acquired by BNY Mellon in 2015 and absorbed into its Insight Investments practice. City staff have been generally satisfied with Insight’s work but in keeping with good business practices of evaluating opportunities to maximize the City’s investment portfolio, felt it was time to issue an RFP. Finance staff issued an RFP on July 20, 2022 and closed it on August 31, 2022. The City received eight proposals in response to the RFP.

ANALYSIS:

The evaluation of the proposals consisted of five factors to help ascertain which proposing firm best met the needs of the City. This included the firm’s expertise and experience, adequacy of staffing, and technical support structure. The Administrative Services Director conducted the first review of the proposals and selected three finalists using the objective factors. Subsequently, the proposals of the three finalists were reviewed by the Investment Management Proposal Committee, which consisted of SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
the Accounting Manager, Principal Accountant, and Senior Management Analyst from the Fire Department.

The proposal review team identified Chandler Asset Management as the recommended firm. Chandler stood out for its expertise and emphasis on working with cities in California and a competitive price proposal. Chandler also provided recommendations on the City’s investment policy and reviewed our template Professional Services Agreement from our website. The following is a summary of the average technical scores of the three finalists after evaluation by the Administrative Services Director and the Investment Management Proposal Committee.

Firm Name
Average
Technical Score
(Max of 100 pts.)
Insight Investment 84.3
Meeder Public Funds 87.5
Chandler Asset Management 90.5
The City reached out to Chandler’s provided references and received only exceptional feedback from peer cities who are both newer clients (since 2019) or more tenured clients (over 10 years). A copy of Chandler’s proposal is attached as Exhibit B to the proposed agreement (Attachment 2). Chandler Asset Management is a well-known investment management and advisory firm with a focus on California local governments. Chandler manages $26.8 billion as of June 30, 2022, including over $17.9 billion in separately managed accounts for 140 public agencies in the state of California. Of these public agencies, 66 are cities in California totaling $8.3 billion in assets under management. The firm’s investment team for the City would consist of a Co-Chief Investment Officer, Senior Portfolio Strategist, Senior Relationship Manager, and Client Service Director.

FISCAL IMPACT:

The annual cost for the investment management contract will be included in the budget development process for the next three to five years based on the below fee schedule. Like most, if not all, investment firms, and all firms who responded to the RFP, Chandler charges based on “basis points,” a percentage of the assets under management. Chandler has a tiered system where they charge different rates for different ranges of funds under management. The City of San Rafael currently has a managed portfolio of approximately $40 million.

The City Council may choose to:

1. Accept the staff recommendation and authorize the execution of the agreement with Chandler Asset Management for three years from December 1, 2022 through November 30, 2025, with an option for two additional years.

2. Reject staff recommendation and restart the proposal process for investment management services.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
ACTION REQUIRED:

ATTACHMENTS:

1. Resolution

2. Proposed Professional Services Agreement, with Exhibit A-1: Request for Proposals Issued by the City of San Rafael, and Exhibit A-2: Proposal from Chandler Asset Management RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND

AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH CHANDLER

ASSET MANAGEMENT TO PROVIDE INVESTMENT MANAGEMENT AND ADVISORY

SERVICES FOR THREE YEARS WITH AN OPTION TO EXTEND FOR AN ADDITIONAL TWO (2) YEARS
WHEREAS, in July 2022 the City’s Finance Department issued a Request for Proposals for investment management and advisory services needed for the City to ensure liquidity, safety, and return on its investment portfolio; and
WHEREAS, out of eight proposals received, staff recommends contracting with Chandler Asset Management, Inc (“Chandler”) for the necessary investment management services; and
WHEREAS, Chandler charges an annual asset management fee based on “basis points,” a percentage of the assets under management, and the annual cost for the agreement will be included in the budget development process for the next three to five years based on the below fee schedule.

Assets Under Management Annual Asset Management Fee
First $25 million 0.10 of 1% (10 basis points)
Next $25 million 0.08 of 1% (8 basis points)
Next $50 million 0.06 of 1% (6 basis points)
Over $100 million 0.04 of 1% (4 basis points)
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael that the City Manager is authorized to execute, on behalf of the City of San Rafael, a three-year agreement, with an option to extend for an additional two years, with Chandler for investment management and advisory services, in the form included with the staff report for this resolution, subject to final approval as to form by the City Attorney.

I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 7th day of November, 2022, by the following vote, to wit:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

Lindsay Lara, City Clerk
Rev. 08.22 1

AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN

THE CITY OF SAN RAFAEL
AND
CHANDLER ASSET MANAGEMENT, INC.

FOR INVESTMENT MANAGEMENT AND ADVISORY SERVICES
This Agreement is made and entered into as of ________________________ (the “Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and CHANDLER ASSET MANAGEMENT, INC., a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1. SERVICES TO BE PROVIDED.

Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled “SCOPE OF SERVICES.” CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon information made available to CONSULTANT in the CITY’s Request for Proposals for Investment Management and Advisory Services (“RFP”), dated July 20, 2022, attached hereto as Exhibit A-1, and representations made by CONSULTANT in its response to the RFP, dated August 31, 2022 (“Proposal”) attached hereto as Exhibit A-2, which together constitute the basis for this Agreement.
v 08.22 2

2. COMPENSATION.

In consideration for CONSULTANT’s complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT according to the fee schedule as set forth in Section 7 of CONSULTANT’s response to the RFP attached hereto as Exhibit A-2 and as summarized in the table below.

Assets Under Management Annual Asset Management Fee
First $25 million 0.10 of 1% (10 basis points)
Next $25 million 0.08 of 1% (8 basis points)
Next $50 million 0.06 of 1% (6 basis points)
Over $100 million 0.04 of 1% (4 basis points)
CONSULTANT will bill CITY on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. Fees are calculated on the average market value of CITY’s portfolio, including accrued interest. CITY will pay CONSULTANT within thirty (30) days of CITY’s receipt of invoice.

3. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall be for a period of three (3) years beginning on the Effective Date of this Agreement, with an option to extend for two years at the sole discretion of the CITY.

4. PROJECT COORDINATION.

A. CITY’S Project Manager. Nadine Atieh Hade is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement.

B. CONSULTANT’S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Carlos Oblites is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution.

5. TERMINATION.

A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party.

B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure v 08.22 3
or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period.

C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other.

6. OWNERSHIP OF DOCUMENTS.

7. INSPECTION AND AUDIT.

8. ASSIGNABILITY.

9. INSURANCE REQUIREMENTS.

10. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or v 08.22 4
expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of CONSULTANT’S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT’s work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY’S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims.

11. NONDISCRIMINATION.

12. COMPLIANCE WITH ALL LAWS.

CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with v 08.22 5
these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.

13. NO THIRD PARTY BENEFICIARIES.

14. NOTICES.

To CITY’s Project Manager:

City of San Rafael
Administrative Services Director
1400 Fifth Avenue
San Rafael, CA 94901
To CONSULTANT’s Project Director:

Chandler Asset Management
Attn: Nicole Dragoo
6225 Lusk Boulevard
San Diego, CA 92121

15. INDEPENDENT CONTRACTOR.

16. ENTIRE AGREEMENT -- AMENDMENTS.

B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY.

C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement.
v 08.22 6
D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY.

17. SET-OFF AGAINST DEBTS.

CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.

18. WAIVERS.

19. COSTS AND ATTORNEY'S FEES.

20. CITY BUSINESS LICENSE / OTHER TAXES.

21. SURVIVAL OF TERMS.

22. APPLICABLE LAW.

The laws of the State of California shall govern this Agreement.

23. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document.

Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission.
[Signatures are on the following page.]
v 08.22 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
JIM SCHUTZ, City Manager
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
By: GENEVIEVE COYLE,
Assistant City Attorney
ATTEST:

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in the CITY’s July 20, 2022, Request for Proposals, Scope of Investment Management and Advisory Services, together with CONSULTANT’s August 31, 2022 proposal, which are attached to this Exhibit as Exhibits A-1 and A-2, respectively.

The Scope of Services also includes the following additional provisions.

Additional Provisions

1. Investment Policy. In investing and reinvesting CITY’s assets, CONSULTANT shall comply with the CITY’s Investment Policy, adopted by resolution of the CITY’s City Council.

2. Authority of CONSULTANT. CONSULTANT is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Representative.

3. Electronic Delivery. From time to time, CONSULTANT may be required to deliver certain documents to CITY such as account information, notices and required disclosures. CITY hereby consents to CONSULTANT’s use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and CITY agrees that such notification will constitute “delivery”. CITY further agrees to provide CONSULTANT with CITY’s email address(s) and to keep this information current at all times by promptly notifying CONSULTANT of any change in email address(s).

CITY email address(s): [email protected]

4. Proxy Voting. CONSULTANT will vote proxies on behalf of CITY unless otherwise instructed. CONSULTANT has adopted and implemented written policies and procedures and will provide CITY with a description of the proxy voting procedures upon request. CONSULTANT will provide information regarding how CITY’s proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747 or by emailing your request to [email protected].

5. Custody of Securities and Funds. CONSULTANT shall not have custody or possession of the funds or securities that CITY has placed under its management. CITY shall appoint a custodian to take and have possession of its assets. CITY recognizes the importance of comparing statements received from the appointed custodian to statements received from CONSULTANT. CITY recognizes that the fees expressed above do not include fees CITY will incur for custodial services.

6. Valuation. CONSULTANT will value securities held in portfolios managed by v 08.22 2
CONSULTANT no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by CONSULTANT to reflect fair market value.

7. Investment Advice. CITY recognizes that the opinions, recommendations and actions of CONSULTANT will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that CONSULTANT acts in good faith, CITY agrees that CONSULTANT will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws.

8. Payment of Commissions. CONSULTANT may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of CONSULTANT to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that CONSULTANT may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that CONSULTANT makes no warranty or representation regarding commissions paid on transactions hereunder.

9. Other Clients. It is further understood that CONSULTANT may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for CITY’s portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar.

Accordingly, it is agreed that CONSULTANT will have no obligation to purchase or sell for CITY’s account any securities which it may purchase or sell for other clients.

10. Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for CONSULTANT to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties.

11. Receipt of Brochure and Privacy Policy. CITY hereby acknowledges receipt of the disclosure statement or "brochure" and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). CITY further acknowledges receipt of CONSULTANT’s Privacy Policy, as required by Regulation S-P.

Rev. 08.22 B-1

EXHIBIT B

A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies:

2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence.

B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements:

5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years.

6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement.

CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY.

REQUEST FOR PROPOSALS (RFP) FOR INVESTMENT MANAGEMENT AND

ADVISORY SERVICES
Date Issued: July 20, 2022
Proposals Due: August 31, 2022
The City of San Rafael is seeking proposals from qualified investment management firms to provide comprehensive investment services, including handling day-to-day portfolio administration and providing discretionary investment advisory services to help govern the City's investment portfolio.

Respondents to this RFP shall submit completed proposals electronically by 5:00 p.m. on August 31, 2022 to the following email address:

Claire Coleman
Senior Management Analyst
City of San Rafael
1400 Fifth Avenue, Room 204
San Rafael, CA 94901
[email protected]
Please contact Claire Coleman if you have any questions:

Email: [email protected]
Phone: (415) 451-2474
Request for Proposals (RFP) for Investment Management and Advisory Services 2 Table of Contents
Introduction..................................................................................................................................................3 About the City of San Rafael ....................................................................................................................4 Scope of Investment Management and Advisory Services .................................................................5 Proposal Submission Requirements .......................................................................................................6 Evaluation of Proposals and Selection Process....................................................................................9 Timing and Schedule...............................................................................................................................10 Additional Information..............................................................................................................................11 Request for Proposals (RFP) for Investment Management and Advisory Services 3 Introduction
The City of San Rafael (“City”) is requesting proposals for Investment Management and Advisory Services. All proposals must be sent electronically to [email protected] by no later than 5:00 p.m. on August 31, 2022. Late proposals will not be considered. The proposals shall be clearly marked Proposal for Investment Management and Advisory Services.

Proposals must be responsive to the City’s request. The City will select a firm on the basis of demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. Cost alone shall not be the determinative factor.

This request for proposals does not obligate the City to award a contract, and the City reserves the right to cancel the request for proposals if deemed in its best interest. Responding firms shall be solely responsible for any expenses incurred in preparing proposals in response to this request.

Request for Proposals (RFP) for Investment Management and Advisory Services 4 About the City of San Rafael
The City of San Rafael was incorporated in 1874 and became a charter city in 1913. The City operates under the Council/Manager form of government and is governed by a five-member City Council, which includes four districted councilmembers and an at-large mayor. The City’s mission is to enhance the quality of life and to provide for a safe, healthy, prosperous and livable environment in partnership with the community. The City has a staff of about 412 full-time employees and is a full-service city, which includes the following departments:
• City Attorney’s Office
• City Clerk’s Office
• City Manager’s Office
• Community Development
• Digital Service and Open Government
• Economic Development and Innovation
• Human Resources
• Finance
• Fire
• Library and Recreation (includes Parks, Recreation, Library, and Childcare) • Parking Services
• Police
• Public Works
• San Rafael Sanitation District
The City’s fiscal year begins on July 1 and ends on June 30. For Fiscal Year 2022-23, the City of San Rafael has a total operating budget of approximately $166 million for all funds and the General Fund makes up approximately $93.6 million of that total. While City operations generate revenue from various public services, such as licensing, permitting, and building activity, the three primary sources of revenue for the General Fund are sales tax, property tax, and transaction and use tax (TUT). See the City website https://www.cityofsanrafael.org/departments/finance/ for the most recent City Operating and Capital Improvement Program Budget and the Annual Comprehensive Financial Report (ACFR).

The City’s externally managed portfolio is approximately $45 million in operating and capital funds (non-pension funds). The City’s investment policy can be found in Attachment A.

Request for Proposals (RFP) for Investment Management and Advisory Services 5 Scope of Investment Management and Advisory Services
The objective of this RFP is to receive proposals for investment management and advisory services. Services shall include, but are not necessarily limited to, the following described below.

The scope of this RFP is exclusive of custodial services, funds held in Trust, security safekeeping, and Successor Agency funds. Successor Agency funds may be added to the scope at a future date pending the Finance Department’s approval. The firm(s) selected will be required to provide the following services:

Services to Be Performed
Specific services to be performed, although not all-inclusive, are as follows:
• Prepare a maturity analysis.
• Provide credit analysis of investment instruments in portfolio. • Evaluate market risk and develop strategies that minimize the impact on the portfolio. • Provide assurance of portfolio compliance with applicable policies and laws and the City’s Investment Policy.
• Assist the City to define and establish an appropriate performance benchmark. • Provide monthly/quarterly annual reporting on all City funds under management. • Attend quarterly and other ad hoc meetings with City Budget Committees as requested. • Present quarterly update at City Council meetings, if requested. • Indicate full understanding of compliance with the City’s Investment Policy and California laws.
• Ensure the portfolio structure matches City objectives.

Investment of Funds
The firm(s) must effectively invest the City’s funds, provide discretionary full-time portfolio management, and effectively invest the portfolio pursuant to the approved investment policy, the City’s cash flow needs and the City’s direction.

Written and Oral Reports
The firm(s) must provide a written report on a monthly and quarterly basis demonstrating the portfolio performance including information about the portfolio as described in the investment policy. The firm must also be available to make periodic written and oral reports to the City Council.

Evaluation of Investment Policy
The firm(s) must annually assist in the review of the City’s investment policy. The proposed changes to the investment policy will be presented in final draft form to the Administrative Services Director and City Manager prior to submission to the City Council.

Expectations
Investment practices and procedures must comply with Federal and California state law and the City’s written investment policy. This includes Sections 53600-53683 of the California Government Code. Investments shall be made consistent with Government Code Sections 16429.1 and/or 53601. The investment advisory firm will be expected to perform to the Prudent Expert Standard.

Request for Proposals (RFP) for Investment Management and Advisory Services 6 Proposal Submission Requirements
The Firm is responsible for preparing an effective, clear, and concise proposal. To be considered for selection, vendors must submit a complete response to this Request for Proposal that includes the following mandatory information and/or requirements. Responses should be in the same order as the questions presented, stating acceptance of modifications or additions to, or a statement of the inability to provide, said service or information. Failure to provide any of the information requested below may be cause for the proposal to be rejected.

1. Request for Proposal cover letter introducing the Firm and the individual who will be the primary contact person.

2. Firm Background and Organization
a. Describe the organization, date founded, and ownership of your firm. Has your firm experienced a material change in organizational structure, ownership, or management during the past five years? If so, please describe. Please provide number and location of affiliated offices.
b. Identify the types of accounts primarily under contract with your firm. c. How is your firm compensated for the services it provides? Does your firm act as a broker/dealer, or receive any other form of additional compensation (including soft dollars) for the client transactions aside from the direct fee paid by clients? d. Describe the firms’ sources of revenue (e.g., investment management, institutional research, etc.) and comment on your firm’s financial condition. Describe any major claims, settlements or other exposures pending against your company or finalized or otherwise resolved in the last five years.
e. Is your firm a registered investment advisor under the Investment Advisor’s Act of 1940 as amended?
f. Describe any SEC, FINRA, or regulatory censure or litigation involving your firm or its employees at any time.
g. Did you, or will you, pay a finder’s fee to any third party for business related to this account? Specify the recipients of any fee.
h. Specify if your firm has a dual registration.
i. Describe any other business affiliations. Describe your firm’s policy on soft dollars. j. Describe any potential conflicts of interest you may have working with the City. k. Outline the errors and omissions (professional liability) and fidelity bond coverage your firm carries. Provide a valid, current Certificate of Insurance. l. If you are hired, will your firm serve as a fiduciary in your role as an investment adviser to the City while providing the investment management services we are seeking? If no, describe your objections or limitations.

Request for Proposals (RFP) for Investment Management and Advisory Services 7 3. Experience
a. Describe your firm’s experience in managing fixed income portfolios for public funds and governmental entities.
b. Describe your firm’s experience in developing policies and portfolio management guidelines for government portfolios.
c. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm.
d. Describe your firm’s experience and or involvement, if any, in the Bay Area region.

4. Personnel
a. Identify and provide background information on the key person or personnel who take the most active role(s) in the administration and management of the firm(s). b. Identify the investment professionals (portfolio managers, analysts, and researchers) employed by your firm, by classification, and specify the average number of accounts handled by portfolio managers. Are there any established limits on accounts or assets under management? Describe any regulatory investigations, action, censure, or litigation involving any of the specified professionals.
c. Describe whether portfolios are managed by teams or by one individual. d. Provide resumes and biographical information on key investment professionals that will be directly involved in the decision-making process for the portfolio. Include the number of years at your firm, total years of experience, and professional licenses and designations.
e. Indicate which of your firm’s professionals would be delegated as the primary client contact(s).
f. Describe your firm’s compensation policies for investment professionals. g. Describe your firm’s training and education efforts to keep portfolio managers informed of developments relevant to government investment managers.

5. Assets Under Management
a. Provide the number and types of accounts, total asset value and composition of portfolios currently being managed by your firm for government agencies. Summarize your assets under management (institutional only) over the past five years and average assets per client.
b. Summarize your institutional investment assets under management by category as shown below for your latest reporting period.
c. Provide GIPS (Global Investment Performance Standards) compliant performance statistics on a comparable portfolio and compare with industry averages or benchmarks for the last one, three, five, ten years and/or since inception. If unable to provide GIPS statistics, please state reason.

Request for Proposals (RFP) for Investment Management and Advisory Services 8 d. In the past five years, has your firm purchased and held any security that was subsequently downgraded below the minimum credit ratings required for purchase under the California Government Code? What were the circumstances? What actions were taken?

6. Investment Management Approach and Discipline
a. Briefly describe your firm’s investment management philosophy, including your approach to managing governmental portfolios.
b. Describe your credit review process.
c. Describe your firm’s compliance review process.
d. Describe your firm’s portfolio management decision making process.

Request for Proposals (RFP) for Investment Management and Advisory Services 9 Evaluation of Proposals and Selection Process
Evaluation of Proposals
The project’s core team, composed of City staff, will evaluate all proposals in accordance with the criteria listed below. The City team members, in applying the major criteria to the proposals, may consider additional criteria beyond those listed. In addition to evaluating written proposals, twentyminute oral interviews may be requested to allow for a formal presentation by the proposer.

The final selection will be the firm which, in the City’s opinion, is the most responsive and responsible, meets the City’s requirements in providing this service, and is in the City's best interest. The City maintains the sole and exclusive right to evaluate the merits of the proposals received.

Proposals will be evaluated based on the following criteria:
• Thoroughness and understanding of the tasks to be completed • Background and experience in investment management and advisory services • Staff expertise and overall experience of personnel assigned to the work • Responsiveness to requirements of the project
• Recent public sector experience, preferably in a municipal setting conducting similar work • Costs
Although price for the services will be an important part of the consideration for award of the project, the City will consider the consultant’s qualifications, expertise and level of professional service in the award of the project.

Request for Proposals (RFP) for Investment Management and Advisory Services 10 Timing and Schedule
We will make every effort to administer the RFP process in accordance with the terms and dates outlined below. However, we reserve the right to modify the RFP process and dates as deemed necessary.

Event Time Date
RFP Published and distributed July 20, 2022
Proposal submission deadline 5:00 PM August 31, 2022
Proposals reviewed and evaluated by staff
September 1 – 9,
2022
Recommendation to City Council with
Agreement October 3, 2022
Contract work begins October 15, 2022
Request for Proposals (RFP) for Investment Management and Advisory Services 11 Additional Information
All responses to this RFP will become the property of the City of San Rafael.

This RFP does not commit the City to award a contract or to pay any costs incurred in the preparation of the company’s proposal. The City reserves the right to modify or cancel this RFP in part or in its entirety and to accept or reject any or all proposals received if they do not meet the minimum requirements of this RFP. The City also reserves the right to negotiate with the selected firm to revise the scope of services if necessary, including modifying the services requested to more closely match City needs.

If your firm is awarded the contract, your services (as well as those provided by other members of the team) will be subject to the terms of a Professional Services Agreement.

Insurance and Business License
The firm receiving the contract for investment management and advisory services shall procure and maintain, for the duration of the contract, insurance as required in the City’s standard professional services agreement. The firm selected must have a valid City of San Rafael business license while conducting any work under this contract for each year of the contract term. Additional information regarding the City’s business license program may be obtained by calling (415) 485- 3051.

Contract Term
The contract shall be for four consecutive years for fiscal years ending June 30, 2023 through June 30, 2026. Upon mutual agreement of the parties, and subject to the approval of the Agency, the term of this Agreement shall be extended for an additional period of two years for fiscal years ending June 30, 2027 and June 30, 2028.

Attachments:

Attachment A: City of San Rafael Investment Policy for FY 2022-23 Attachment B: Quarterly Report for FY

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City of San Rafael Investment Policy
PROPOSED June 21, 2022
The City Council of the City of San Rafael (the City) has adopted this Investment Policy (the Policy) in order to establish the investment scope, objectives, delegation of authority, standards of prudence, reporting requirements, internal controls, eligible investments and transactions, diversification requirements, risk tolerance, and safekeeping and custodial procedures for the investment of the funds of the City. All such funds will be invested in accordance with this Policy and with applicable sections of the California Government Code.

This Policy was endorsed and adopted by the City Council on the approved date noted above.

It replaces any previous investment policy or investment procedures of the City.

SCOPE
It is intended that this Policy cover all short-term operating funds and investment activities of the City. These funds are accounted for in the annual audit report, and include:
• General Fund
• Special Revenue Funds
• Debt Service Funds
• Capital Projects Funds
• Enterprise Funds
• Internal Service Funds
• Fiduciary Funds
Additional funds that may be created from time to time shall be administered in accordance with the provisions of this Policy.

All cash shall be pooled for investment purposes. The investment income derived from the pooled investment account shall be allocated to the contributing funds based upon the proportion of the respective average balances relative to the total pooled balance in the investment portfolio. Investment income shall be distributed to the individual funds not less than annually.

OBJECTIVES
The City’s funds shall be invested in compliance with all applicable City Municipal Codes, California State statutes, and Federal regulations, and in a manner designed to accomplish the following objectives, which are listed in priority order:

1. Preservation of capital and protection of investment principal.

2. Maintenance of sufficient liquidity to meet anticipated cash flows.

3. Attainment of a market value rate of return.

4. Diversification to avoid incurring unreasonable market risks.

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DELEGATION OF AUTHORITY
The management responsibility for the City’s investment program is delegated annually by the City Council to the Treasurer pursuant to California Government Code Section 53607.

The Treasurer may delegate the authority to conduct investment transactions and to manage the operation of the investment portfolio to other specifically authorized staff members. The Treasurer shall maintain a list of persons authorized to transact securities business for the City. No person may engage in an investment transaction except as expressly provided under the terms of this Policy.

The City Manager and the Treasurer jointly shall develop written administrative procedures and internal controls, consistent with this Policy, for the operation of the City's investment program. Such procedures shall be designed to prevent losses of public funds arising from fraud, employee error, misrepresentation by third parties, or imprudent actions by employees of the City.

The City may engage the support services of outside investment advisors in regard to its investment program, so long as it can be clearly demonstrated that these services produce a net financial advantage or necessary financial protection of the City's financial resources.

PRUDENCE
The standard of prudence to be used for managing the City's investments shall be California Government Code Section 53600.3, the prudent investor standard which states, “When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency.” The City's overall investment program shall be designed and managed with a degree of professionalism that is worthy of the public trust. The City recognizes that no investment is totally without risk and that the investment activities of the City are a matter of public record.

Accordingly, the City recognizes that occasional measured losses may be desirable in a diversified portfolio and shall be considered within the context of the overall portfolio's return, provided that adequate diversification has been implemented and that the sale of a security is in the best long-term interest of the City.

The Treasurer and authorized investment personnel acting in accordance with written procedures and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided that the deviations from expectations are reported in a timely fashion to the City Manager and appropriate action is taken to control adverse developments.

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ETHICS AND CONFLICTS OF INTEREST
Elected officials and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or that could impair or create the appearance of an impairment of their ability to make impartial investment decisions. Employees and investment officials shall disclose to the City Manager any business interests they have in financial institutions that conduct business with the City and they shall subordinate their personal investment transactions to those of the City. In addition, the City Manager and the Treasurer shall file a Statement of Economic Interests each year pursuant to California Government Code Section 87203 and regulations of the Fair Political Practices Commission.

AUTHORIZED SECURITIES AND TRANSACTIONS
All investments and deposits of the City shall be made in accordance with California Government Code Sections 16429.1, 53600-53609 and 53630-53686, except that, pursuant to California Government Code Section 5903(e), proceeds of bonds and any moneys set aside or pledged to secure payment of the bonds may be invested in securities or obligations described in the ordinance, resolution, indenture, agreement, or other instrument providing for the issuance of the bonds. Any revisions or extensions of these code sections will be assumed to be part of this Policy immediately upon being enacted. However, in the event that amendments to these sections conflict with this Policy and past City investment practices, the City may delay adherence to the new requirements when it is deemed in the best interest of the City to do so. In such instances, after consultation with the City’s attorney, the City Manager and the Treasurer will present a recommended course of action to the City Council for approval. In accordance with California Government Code listed above, the “Total Portfolio” includes all investments and deposits including funds in any money market accounts and governmental pools such as LAIF. Any percentage limitations are deemed to be calculated on the “Total Portfolio” and are measured based on the cost of the investment at the time of purchase.

The City has further restricted the eligible types of securities and transactions as follows:

1. United States Treasury bills, notes and bonds with a final maturity not exceeding five years from the date of trade settlement.

2. Federal Agency securities with a final maturity not exceeding five years from the date of trade settlement.

3. Federal Instrumentality (government sponsored enterprise) debentures, discount notes, callable and step-up securities, with a final maturity not exceeding five years from the date of trade settlement.

4. Mortgage and Asset-Backed Obligations: Any mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-backed certificate, consumer receivable-pass-through certificate, or consumer receivable-backed bond with a final maturity not exceeding five years from the date of trade settlement. Investments in mortgage and asset-backed obligations shall be City of San Rafael
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issued by an issuer rated at least “A” or the equivalent by a nationally recognized statistical rating organization (NRSRO) and the security shall be rated at least “AA” or the equivalent by a NRSRO. Purchases of securities authorized by this section may not exceed 20% of the City’s total portfolio.

5. Supranational Securities: United States dollar denominated, senior unsecured and unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or InterAmerican Development Bank, with a maximum maturity not exceeding five years from the date of trade settlement, and eligible for purchase and sale within the United States.

Investments in supranational securities shall be rated at least “AA” or the equivalent by a NRSRO and shall not exceed 15% of the City’s total portfolio.

6. Medium-Term Notes issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States, with a final maturity not exceeding five years from the date of trade settlement, and rated at least “A” or the equivalent by a NRSRO. No more than 5% of the portfolio shall be invested in medium-term notes of any one issuer, and the aggregate investment in medium-term notes shall not exceed 30% of the City’s total portfolio.

7. Negotiable Certificates of Deposits (CDs) of commercial banks rated at least A-1, or the equivalent, with maturities not exceeding five years from the date of trade settlement. In addition, the City may not invest in the CD of a state or federal credit union where any person with investment decision making authority at the City also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. No more than 5% of the portfolio may be invested in the CDs of any one issuer, and the aggregate investment in CDs shall not exceed 30% of the portfolio.

8. Non-negotiable Certificates of Deposit and savings deposits with a maturity not exceeding five years from the date of trade settlement, in FDIC insured state or nationally chartered banks or savings banks that qualify as a depository of public funds in the State of California as defined in California Government Code Section 53630.5. No more than 5% of the portfolio may be invested in the CDs of any one issuer, and the aggregate investment in CDs shall not exceed 30% of the portfolio.

Deposits in excess of the insured amount shall be secured pursuant to California Government Code Section 53651 and 53652. The City shall comply with and act to secure compliance with the security (collateralization) system specified in the Government Code Section 53649 and 56652.

Deposits may be placed using a private sector entity that assists in the placement of deposits per section 53601.8 and 53635.8 in the Government Code. No more than 5% of the portfolio may be invested through any one private sector entity that assists in the placement of such deposits and the aggregate investment in CDs shall not exceed 30% of the portfolio.

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9. Special Assessment District Obligations issued by the City of San Rafael as Limited Obligation Improvement Bonds related to special assessment districts and special tax districts. Investment in such obligations requires the approval of the City Council and maturities may extend to 30 years from the date of trade settlement.

10. Prime Commercial Paper with a maturity not exceeding 270 days from the date of purchase with the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper shall meet all of the following conditions in either sub-paragraph A. or sub-paragraph B. below:

A. The entity shall (1) be organized and operating in the United States as a general corporation, (2) have total assets in excess of five $500,000,000 and (3) Have debt other than commercial paper, if any, that is rated “A” or higher by a NRSRO.

B. The entity shall (1) be organized within the United States as a special purpose corporation, trust, or limited liability company, (2) have program-wide credit enhancements, including, but not limited to, over collateralization, letters of credit or surety bond and (3) have commercial paper that is rated “A-1” or higher, or the equivalent, by a NRSRO.

Purchases of eligible commercial paper may not represent more than 10% of the outstanding commercial paper of any single corporate issuer. No more than 5% of the City’s total portfolio, shall be invested in the commercial paper of any one issuer, and the aggregate investment in commercial paper shall not exceed 25% of the City’s total portfolio.

11. Eligible Banker’s Acceptances issued by FDIC insured commercial banks, rated at least A-1 or the equivalent by a NRSRO with maturities not exceeding 180 days from the date of purchase. If issuers have senior debt outstanding, it shall be rated at least A or the equivalent by a NRSRO. No more than $2,000,000 shall be invested in banker’s acceptances of any one commercial bank, and the aggregate investment in banker’s acceptances shall not exceed 40% of the City’s total portfolio.

12. Repurchase Agreements with a final termination date not exceeding one year collateralized by U.S. Treasury obligations, Federal Agency securities, or Federal Instrumentality securities listed in items 1, 2 and 3 above with the maturity of the collateral not exceeding five years. For the purpose of this section, the term collateral shall mean purchased securities under the terms of the City’s approved Master Repurchase Agreement. The purchased securities shall have a minimum market value including accrued interest of 102% of the dollar value of the funds borrowed. Collateral shall be held in the City's custodian bank, as safekeeping agent, and the market value of the collateral securities shall be marked-to-the-market daily.

Repurchase Agreements shall be entered into only with broker/dealers who are recognized as Primary Dealers by the Federal Reserve Bank of New York or have a primary dealer within their holding company structure. Repurchase agreement counterparties shall execute a City approved Master Repurchase Agreement with the City.

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The Treasurer shall maintain a copy of the City's approved Master Repurchase Agreement along with a list of the broker/dealers who have executed same.

13. State of California’s Local Agency Investment Fund (LAIF), pursuant to California Government Code Section 16429.1.

14. Money Market Funds registered under the Investment Company Act of 1940 that (1) are “no-load” (meaning no commission or fee shall be charged on purchases or sales of shares); (2) have a constant daily net asset value per share of $1.00; (3) invest only in United States Treasury securities, United States Agency securities and Federal Instrumentality securities and (4) have a rating of at least AAA or the equivalent by at least two NRSROs. The aggregate investment in money market funds shall not exceed 10% of the City’s total portfolio.

It is the intent of the City that the foregoing list of authorized securities and transactions is strictly interpreted. Any deviation from this list must be preapproved by resolution of the City Council.

PORTFOLIO MATURITIES AND LIQUIDITY
To the extent possible, investments shall be matched with anticipated cash flow requirements and known future liabilities. The City will not invest in securities maturing more than five years from the date of purchase, unless the City Council has by resolution granted authority to make such an investment at least three months prior to the date of investment.

SELECTION OF BROKER/DEALERS
The Treasurer shall maintain a list of broker/dealers authorized for investment purposes, and it shall be the policy of the City to purchase securities only from those authorized firms. To be eligible, a firm must be licensed by the State of California as a broker/dealer as defined in Section 25004 of the California Corporations Code, and:

1. be recognized as a Primary Dealer by the Federal Reserve Bank of New York or have a primary dealer within its holding company structure, or

2. report voluntarily to the Federal Reserve Bank of New York, or

3. qualify under Securities and Exchange Commission (SEC) Rule 15c3-1 (Uniform Net Capital Rule).

The City may engage the services of investment advisory firms to assist in the management of the portfolio and investment advisors may utilize their own list of approved Broker/Dealers.

Such Broker/Dealers will comply with the selection criteria above and the list of approved firms shall be provided to the City on an annual basis or upon request.

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In the event that an external investment advisor is not used in the process of recommending a particular transaction in the City’s portfolio, authorized broker/dealers shall attest in writing that they have received and reviewed a copy of this policy and annually update a City approved Broker/Dealer Information Request form which includes the firm's most recent financial statements. The Treasurer shall maintain a list of the broker/dealers that have been approved by the City, along with each firm's most recent broker/dealer Information Request form.

The City may purchase commercial paper from direct issuers even though they are not on the approved broker/dealer list as long as they meet the criteria outlined in Item 5 of the Authorized Securities and Transactions section of this Policy.

COMPETITIVE TRANSACTIONS
Each investment transaction shall be competitively transacted with authorized broker/dealers.

At least three broker/dealers shall be contacted for each transaction and their bid and offering prices shall be recorded.

If the City is offered a security for which there is no other readily available competitive offering, the Treasurer will document quotations for comparable or alternative securities.

SELECTION OF BANKS
The Treasurer shall maintain a list of banks that are approved to provide banking services for the City. To be eligible for authorization, a bank must be a member of the FDIC and shall qualify as a depository of public funds in the State of California as defined in California Government Code Section 53630.5.

SAFEKEEPING AND CUSTODY
The Treasurer shall select one or more banks to provide safekeeping and custodial services for the City, in accordance with the provisions of Section 53608 of the California Government Code. A Safekeeping Agreement approved by the City shall be executed with each custodian bank prior to utilizing that bank's safekeeping services. Custodian banks will be selected on the basis of their ability to provide services for the City's account and the competitive pricing of their safekeeping related services.

The purchase and sale of securities and repurchase agreement transactions shall be settled on a delivery versus payment basis. All securities shall be perfected in the name of the City.

Sufficient evidence to title shall be consistent with modern investment, banking and commercial practices.

All investment securities purchased by the City will be delivered by book entry and will be held in third-party safekeeping by a City approved custodian bank, or its Depository Trust Company (DTC) participant account.

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The City’s custodian shall be required to furnish the City a list of holdings on at least a monthly basis and safekeeping receipts or customer confirmations shall be issued for each transaction.

PORTFOLIO PERFORMANCE
The investment portfolio shall be designed to attain a market rate of return throughout budgetary and economic cycles, taking into account prevailing market conditions, risk constraints for eligible securities, and cash flow requirements. The performance of the City’s investments shall be compared to the average yield on the U.S. Treasury security that most closely corresponds to the portfolio’s actual weighted average effective maturity. When comparing the performance of the City’s portfolio, its rate of return will be computed net of all fees and expenses.

REPORTING
On a quarterly basis, the Treasurer shall submit to the Council a report of the investment earnings and performance results of the City’s investment portfolio. The report shall include the following information:

1. Investment type, issuer, date of purchase, purchase price, date of maturity, par value, current rate of interest and dollar amount invested in all securities, and investments and monies held by the City;

2. A description of the funds, investments and programs;

3. A market value as of the date of the report (or the most recent valuation as to assets not valued monthly) and the source of the valuation;

4. Overall portfolio yield based on historical cost;

5. Weighted average final maturity and weighted average effective maturity;

6. A statement of compliance with this Policy or an explanation for not-compliance;

7. A description of any of the City's funds, investments or programs that are under the management of contracted parties, including lending programs; and

8. A statement of the ability to meet expenditure requirements for six months, as well as an explanation of why money will not be available if that is the case.

The Treasurer shall submit to the Council a report of any changes affecting more than 15% of the investment portfolio within 30 days of such change.

POLICY REVIEW
This Investment Policy shall be reviewed and approved by City Council annually to ensure its consistency with the overall objectives of preservation of principal, liquidity, yield and diversification and its relevance to current law and economic trends. Any additional amendments to this Investment Policy shall be submitted to the City Council for approval. ____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting:

Disposition:

Agenda Item No: 4.d
Meeting Date: July 18, 2022

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Finance
Prepared by: Nadine Atieh Hade,
Administrative Services Director
City Manager Approval: ______________
TOPIC: CITY QUARTERLY INVESTMENT REPORT
SUBJECT: ACCEPTANCE OF CITY OF SAN RAFAEL QUARTERLY INVESTMENT REPORT FOR THE QUARTER ENDING JUNE 30, 2022
RECOMMENDATION: Accept investment report for the quarter ending June 30, 2022, as presented.

BACKGROUND: Pursuant to the State of California Government Code Section 53601 and the City’s investment policy, last approved by the City Council on June 21, 2022, staff provides the City Council with a quarterly report on the City's investment activities and liquidity. Included in the report are the cost of each investment, the interest rates (yield), maturity dates, and market value. Separate reports are prepared for the City and the Successor Agency to San Rafael Redevelopment Agency.

The City invests a portion of its pooled funds in the Local Agency Investment Fund (LAIF), a State-run investment pool. Beginning in March 2014, the City incorporated an investment strategy that added purchases of securities outside of LAIF with the assistance of its investment advisor, Insight Investment.

ANALYSIS: As of June 30, 2022, the primary LAIF account had a balance of $48,554,095. Portfolio returns on LAIF deposits were 0.86% for the quarter ending June 30, 2022. The remaining investment assets include the $1,159,300 balance of Pt. San Pedro Assessment District bonds, and $43,692,305 in government agency securities and corporate bonds (including Walmart Inc., Apple Inc., American Honda Finance, Procter Gamble Co., Toyota, Caterpillar, Bank of America, John Deere, Citibank, PNC Financial Services, US Bancorp, IBM Corp, 3M Company, PepsiCo, JP Morgan Chase Co., Pfizer, and Chevron).

The overall total portfolio returns for the quarter ending June 30, 2022 were 0.90%.

The City’s Westamerica general operating bank account had a balance of $12,908,737 at quarter end.

Exhibit A is composed of three parts: (1) Quarterly Investment Portfolio Report; (2) Historical Activity by Quarter summarizing the City’s investments; and (3) the three monthly investment reports from Insight Investment for the quarter.

FISCAL IMPACT: No financial impact occurs by adopting the report. The City continues to meet the priority principles of investing - safety, liquidity and yield, in priority order. The portfolio remains SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
conservatively invested. Sufficient liquidity exists to meet daily operating and capital project requirements for the next six months. Operating funds, as defined for this report, exclude cash held with fiscal agents for the payment of bond principal and interest.

RECOMMENDATION: Accept investment report for the quarter ending June 30, 2022, as presented.

ATTACHMENTS:

Exhibit A:

1. Quarterly Investment Portfolio Report

2. Historical Activity by Quarter Report

3. Insight Investment Statements, April through June 2022 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
I CERTIFY THAT ALL INVESTMENTS MADE ARE IN CONFORMANCE WITH THE CITY’S APPROVED INVESTMENT POLICY AND STATE INVESTMENT REGULATIONS. THE CITY HAS SUFFICIENT

LIQUIDITY TO MEET ALL OF THE OBLIGATIONS REQUIRED DURING THE NEXT SIX-MONTH PERIOD.

NADINE ATIEH HADE

FINANCE DIRECTOR
% Return
LAIF 48,554,095 $       98.1% 0.86%
LAIF ‐ RDA 155,374 $             0.3% 0.86%
LAIF ‐ RDA 02 TARB 770,970 $             1.6% 0.86%
Total Internally Managed 49,480,439 $       52.5%
Weighted Average Yield 0.86%
Days
Effective Average Duration ‐ Internal 1
Weighted Average Maturity ‐ Internal 1
% Return
Cash $            155,858 0.3% 0.02%
Treasury Securities 19,307,642 $       43.0% 0.70%
Instrumentality Securities 11,004,000 $       24.5% 0.96% Corporate Notes 13,224,805 $       29.5% 0.90%
Municipal 1,159,300 $          2.6% 5.25%
Total Externally Managed 44,851,605 $       47.5%
Weighted Average Yield 0.94%
Years
Effective Average Duration ‐ External 1.45
Weighted Average Maturity ‐ External 1.60
Total Portfolio Assets % Return
LAIF 49,480,439 $       52.5% 0.86%
Cash 155,858 $             0.2% 0.02%
Treasury Securities 19,307,642 $       20.5% 0.70%
Instrumentality Securities 11,004,000 $       11.7% 0.96% Corporate Notes 13,224,805 $       14.0% 0.90%
Municipal 1,159,300 $          1.2% 5.25%
Total Portfolio Assets 94,332,045 $
Weighted Average Yield 0.90%
Years
Effective Average Duration ‐ Total 0.69
Weighted Average Maturity ‐ Total 0.76
Based on Market Values
June 30, 2022
City of Rafael
Quarterly Investment Portfolio Report
Externally Managed Assets
Internally Managed Assets
LAIF, 98.1%
LAIF ‐ RDA, 0.3%
LAIF ‐ RDA 02
TARB, 1.6%
Cash , 0.3%
Treasury
Securities,

43.0%
Instrumentality
Securities,

24.5%
Corporate
Notes, 29.5% Municipal, 2.6%
LAIF
52%
Cash
0%
Treasury
Securities
21%
Instrumentality
Securities
12%
Corporate Notes
14% Municipal
1%
Exhibit A
Internally Managed Assets % Return % Return % Return % Return % Return % Return LAIF 49,325,065 $ 99.7% 0.86% 37,295,675 $ 99.6% 0.37% 37,272,941 $ 99.6% 0.21% 40,246,878 $ 99.6% 0.21% 45,213,641 $ 99.7% 0.26% 40,171,329 $ 99.6% 0.36% LAIF ‐ Housing 155,374 $ 0.3% 0.86% 155,252 $ 0.4% 0.37% 155,163 $ 0.4% 0.21% 155,068 $ 0.4% 0.21% 154,942 $ 0.3% 0.26% 154,773 $ 0.4% 0.36% Total Internally Managed 49,480,439 $ 52.5% $ 37,450,927 45.4% $ 37,428,104 45.0% $ 40,401,946 54.7% $ 45,368,583 57.5% $ 40,326,102 65.2% Weighted Average Yield 0.86% 0.37% 0.21% 0.21% 0.26% 0.36% Externally Managed Assets % Return % Return % Return % Return % Return % Return Cash $ 155,858 13.4% 0.02% 34,607 $ 3.0% 0.02% 160,462 $ 0.4% 0.02% 106,899 $ 9.2% 0.02% 56,088 $ 0.2% 0.01% 260,338 $ 21.0% 0.01%Treasury Securities 19,307,642 $ 43.0% 0.70% 19,322,375 $ 42.9% 0.54% 17,936,293 $ 39.2% 0.51% 6,202,242 $ 18.5% 0.69% 4,439,182 $ 13.3% 0.70% 1,455,053 $ 6.8% 1.54% Instrumentality Securities 11,004,000 $ 24.5% 0.96% 11,081,069 $ 24.6% 0.95% 12,774,395 $ 27.9% 1.09% 12,058,266 $ 36.1% 1.23% 13,695,843 $ 40.9% 1.21% 11,757,213 $ 54.6% 1.54% Corporate Notes 13,224,805 $ 29.5% 0.90% 13,449,548 $ 29.9% 0.69% 13,782,838 $ 30.1% 0.65% 13,918,907 $ 41.6% 0.66% 14,048,276 $ 42.0% 0.68% 6,830,936 $ 31.7% 1.40% Municipal/Assessment District 1,159,300 $ 2.6% 5.25% 1,159,300 $ 2.6% 5.25% 1,159,300 $ 2.5% 5.25% 1,159,300 $ 3.5% 5.25% 1,239,200 $ 3.7% 5.25% 1,239,200 $ 5.8% 5.25% Total Externally Managed 44,851,605 $ 47.5% $ 45,046,900 54.6% $ 45,813,288 55.0% $ 33,445,614 45.3% $ 33,478,588 42.5% $ 21,542,739 34.8% Weighted Average Yield 0.94% 0.81% 0.83% 1.03% 1.07% 1.69% Years Years Years Years Years Years
Effective Average Duration ‐ External 1.45 1.56 1.68 1.91 2.02 1.90 Weighted Average Maturity ‐ External 1.60 1.72 1.87 2.26 2.39 2.32 Total Portfolio Assets % Return % Return % Return % Return % Return % Return LAIF 49,480,439 $ 52.5% 0.86% 37,450,927 $ 45.4% 0.37% 37,428,104 $ 45.0% 0.21% 40,401,946 $ 54.7% 0.21% 45,368,583 $ 57.5% 0.26% 40,326,102 $ 65.2% 0.36% Cash 155,858 $ 0.2% 0.02% 34,607 $ 0.0% 0.02% 160,462 $ 0.2% 0.02% 106,899 $ 0.1% 0.02% 56,088 $ 0.1% 0.01% 260,338 $ 0.4% 0.01%Treasury Securities 19,307,642 $ 20.5% 0.70% 19,322,375 $ 23.4% 0.54% 17,936,293 $ 21.5% 0.51% 6,202,242 $ 8.4% 0.69% 4,439,182 $ 5.6% 0.70% 1,455,053 $ 2.4% 1.54% Instrumentality Securities 11,004,000 $ 11.7% 0.96% 11,081,069 $ 13.4% 0.95% 12,774,395 $ 15.3% 1.09% 12,058,266 $ 16.3% 1.23% 13,695,843 $ 17.4% 1.21% 11,757,213 $ 19.0% 1.54% Corporate Notes 13,224,805 $ 14.0% 0.90% 13,449,548 $ 16.3% 0.69% 13,782,838 $ 16.6% 0.65% 13,918,907 $ 18.8% 0.66% 14,048,276 $ 17.8% 0.68% 6,830,936 $ 11.0% 1.40% Municipal/Assessment District 1,159,300 $ 1.2% 5.25% 1,159,300 $ 1.4% 5.25% 1,159,300 $ 1.4% 5.25% 1,159,300 $ 1.6% 5.25% 1,239,200 $ 1.6% 5.25% 1,239,200 $ 2.0% 5.25% Total Portfolio Assets 94,332,045 $ $ 82,497,826 $ 83,241,391 $ 73,847,559 $ 78,847,170 $ 61,868,840 Weighted Average Yield 0.90% 0.61% 0.55% 0.58% 0.60% 0.82% Years Years Years Years Years Years
Effective Average Duration ‐ Total 0.69 0.85 0.93 0.87 0.86 0.66 Weighted Average Maturity ‐ Total 0.76 0.94 1.03 1.03 1.02 0.81 Performance Recap
‐The weighted average quarterly portfolio yield increased from 0.61% to 0.90% during the past quarter. Yields are rising as the Federal Reserve increases interest rates to combat inflation. ‐The effective average duration decreased, from 0.85 to 0.69 years since last quarter, this is a result of an increase from 45.4% to 52.5% of the portfolio's assets being held in LAIF, which is highly liquid. ‐The total portfolio assets increased by approximately $11.8 million during the quarter. This is reflective of transfers of property tax and other remittances to investment balances during the quarter.

City of San Rafael
Historical Activity‐By Quarter
June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 W:\Accounting and Budgeting\Finance\Bank Reconciliations\Statements\21‐22\12 ‐ June 2022\Insight‐Quarterly Report combined 06‐30‐22 CHANDLER ASSET MANAGEMENT, INC.
1901 Harrison St., Suite 1100
Oakland, California 94612
Direct: 858-546-3741, Toll free: 800-317-4747
[email protected] | chandlerasset.com
Request for Proposal for:

CITY OF SAN RAFAEL

INVESTMENT MANAGEMENT AND

ADVISORY SERVICES
DUE: August 31st, 5:00 PM
Request for Proposal for
Investment Management and Advisory Services

CITY OF SAN RAFAEL

TABLE OF CONTENTS

1. COVER LETTER............................................................................................................................................. 1

2. FIRM BACKGROUND AND ORGANIZATION................................................................................................. 2

3. EXPERIENCE................................................................................................................................................. 5

4. PERSONNEL ............................................................................................................................................... 11

5. ASSETS UNDER MANAGEMENT ................................................................................................................ 17

6. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE ..................................................................... 21

7. FEES........................................................................................................................................................... 27

REQUIRED FORMS

CHANDLER APPENDICES
Form ADV, Parts 1 and 2 Appendix A
Professional Biographies Appendix B
ACORD Certificate of Liability Insurance Appendix C
Global Investment Performance Standards (GIPS®) and Verification Letter Appendix D Important Disclosures Appendix E
Sample Client Monthly Account Statement, Quarterly Investment Report, and Appendix F GASB 40 and 72 Reports
Proposed Additional Terms Appendix G
1-,Ja CHANDLER " '·· ASSET MANAGEMENT
August 31, 2022
Claire Coleman
City of San Rafael
1400 Fifth Ave., Room 204
San Rafael, California 94901
Sent via: email to [email protected]
RE: Request for Proposal – Investment Management and Advisory Services Dear Ms. Coleman,
On behalf of Chandler Asset Management, Inc. (“Chandler”), we are pleased to submit our firm’s proposal and present our qualifications to provide investment management and advisory services for the City of San Rafael (“City”). Chandler is a California-headquartered firm that has been providing investment advisory and management services for local governments in the state for over three decades. Chandler’s firmwide assets under management total $26.8 billion as of June 30, 2022. As a California-based investment adviser, Chandler serves one hundred forty (140) public agencies in California. We can serve as a local resource to the City through our offices in Oakland and Novato. We would be privileged to collaborate with the City of San Rafael as a local, neighboring partner and develop a tailored, comprehensive investment strategy that serves the investment goals, objectives, and challenges that are unique to the City.

Since 1988, Chandler has assisted public agencies in fulfilling their fiduciary duty to their constituents by providing high-quality fixed income portfolios in a prudent investment framework. We utilize investment strategies that conform to all applicable federal laws and California Government Codes regarding qualified investments for public entities. The City will benefit from direct access to their assigned team members that are fully committed to exceeding your expectations for the investment management of the City's funds as a fiduciary as well as for client service and reporting during the engagement. We will be proactive in our communication with you and your staff and look forward to attending frequent meetings with the City's Director of Finance & Treasurer, finance staff, and Board.

Chandler has reviewed the City’s Sample Professional Services Agreement and the City’s insurance requirements. We request that Section six (6) of the Sample Professional Services Agreement be amended to allow us to act as the City’s agent and bind the City to obligations when transacting on the City’s behalf. We respectfully request that the City consider our Proposed Additional Terms, included in Appendix G.

As the firm’s President, I am authorized to bind the firm and to act in this capacity, as well as to confirm our intent to bid on all sections of the City’s Scope of Work. I certify that the information provided in our proposal is accurate, firm, and irrevocable, and shall be valid for a period of one hundred-twenty (120) days from August 31, 2022.

We look forward to discussing our qualifications with you in person. If you have any questions during the proposal evaluation period, please do not hesitate to contact Carlos Oblites, Senior 1901 Harrison St. | Oakland, CA 94612 | Phone 858.768.3150 | chandlerasset.com , ,,.. CHANDLER
'-••· ASSET MANAGEMENT
Portfolio Strategist, directly at (858) 869-5063, toll-free (800) 317-4747, or via email at [email protected]. Additionally, you can contact Neil Murthy, Relationship Manager, directly at (858) 245-4869, toll-free (800) 317-4747, or via email at [email protected].

Sincerely,
CHANDLER ASSET MANAGEMENT, INC.

Nicole Dragoo, JD, IACCP
President
1901 Harrison St. | Oakland, CA 94612 | Phone 858.768.3150 | chandlerasset.com , ,,.. CHANDLER
'-••· ASSET MANAGEMENT
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Request for Proposal for
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2. FIRM BACKGROUND AND ORGANIZATION
a. Describe the organization, date founded, and ownership of your firm. Has your firm experienced a material change in organizational structure, ownership, or management during the past five years? If so, please describe. Please provide number and location of affiliated offices.

History
Chandler was founded in 1988 by Kay Chandler as a result of her experience serving as an Investment Officer for the County of San Diego for eight years, and the City of San Diego for an additional two years.

With many responsibilities for treasury management and finance functions within these departments, Ms.

Chandler recognized that public entities with limited time and resources could benefit from external professional expertise and technological resources to help manage their investment programs. In 1991, Martin Cassell, Ms. Chandler’s successor on the investment staff of the City of San Diego, joined the firm.

Mr. Cassell now serves as Chandler’s CEO.

Over the years, Ms. Chandler and Mr. Cassell carefully assembled a team of professionals with the specialized financial expertise and technical skills necessary to structure highly effective, fixed income cash and core investment programs for cities, counties, and other local government entities. The firm manages $26.8 billion as of June 30, 2022, including over $17.9 billion in separately managed accounts for 140 public agencies in the state of California. Of these public agencies, 66 are cities in California totaling $8.3 billion in assets under management.

Firm Structure and Ownership
Chandler is an independent and 100% employee-owned corporation. In 2017, Chandler’s key shareholders and Executive Management Team introduced an Employee Stock Ownership Plan (“ESOP”) that aligns with the firm’s values and culture of shared success. Every employee is an owner through the ESOP Trust, which currently owns 68% of the firm and is the primary shareholder. Key employees from the Executive Management Team remain as individual owners. We believe that this structure contributes to our ability to attract and retain the highest quality investment professionals as well as to sustain growth, promote accountability, and best serve current and prospective clients well into the future. The firm’s growing professional staff currently comprises forty (40) individuals, including fifteen (15) investment team members.

Martin Cassell, CFA, CEO transitioned all CIO responsibilities to the three new CO-CIOs as of January 1, 2022. In 2022, William Dennehy II, CFA, Scott Prickett, CTP, and Jayson Schmitt, CFA were promoted to Co-Chief Investment Officers. Nicole Dragoo, Chandler’s Chief Operations Officer (COO) and Chief Compliance Officer CCO was promoted to President in April 2021. Joseph Kolinsky, hired as Compliance Manager in January 2020 now serves as (CCO). Other additions to our staff include Ryan Tauber, MBA, Managing Director of Business Development, who oversees the firm’s sales, marketing, and client service efforts. Chandler continues to create new positions to accommodate growing business demands.

As a result of our significant growth and in support of our objectives, we serve our clients from six other offices besides our San Diego headquarters, located in Denver, Colorado; Orlando, Florida; Ventura, California; Oakland, California; Marin County, California; and Seattle, Washington. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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b. Identify the types of accounts primarily under contract with your firm.

The primary accounts under contract with our firm are local government operating accounts, bondrelated funds, project funds, self-insurance funds, OPEB and Pension-rate mitigation trusts. The majority are high credit quality fixed income investment programs subject to California Government Code 53600 et al. Chandler’s focus is on the management of high-quality fixed income securities in strategies that span the yield curve for public entities and other risk-conscious institutions. Our clients share common objectives for their investment programs that prioritize safety1 of principal, appropriate liquidity, and riskadjusted total return over a market cycle and comply with federal laws and state legal requirements. We customize portfolios to comply with individual clients’ investment directives for operating funds, debt service, capital improvement, and any other funds that may have specific constraints. Our clients include cities, counties, water and wastewater districts, transportation authorities, school districts, higher education, healthcare districts, insurance funds, foundations/endowments, not-for-profit organizations, and corporations. Chandler manages portfolios that are comprised of asset classes in the U.S. fixed income universe that align with our clients’ objectives of safety1 , liquidity, and return. In California, these are
assets that are permitted by California Government Code 53601 and 53635. The composition of Chandler’s portfolios includes high-quality, investment-grade, U.S. dollar-denominated securities including but not limited to: U.S. Treasuries, Federal Agencies, municipal bonds, negotiable CDs, corporate notes, supranational securities, asset-backed securities, mortgage-backed securities, and commercial paper.
c. How is your firm compensated for the services it provides? Does your firm act as a broker/dealer, or receive any other form of additional compensation (including soft dollars) for the client transactions aside from the direct fee paid by clients?
The firm’s revenue is derived entirely from fees for investment management and advisory services received from our clients. Chandler does not act as a broker or dealer in securities or receive any other form of additional compensation. As an independent firm, Chandler maintains no other business affiliations, thereby avoiding any potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients. This structure best serves our clients, as there are no conflicts or competing demands on best execution or upselling of services. We do not act as a broker/dealer or receive any other form of compensation. Chandler does not engage in any soft dollar arrangements with broker-dealers or third parties.
d. Describe the firms’ sources of revenue (e.g., investment management, institutional research, etc.) and comment on your firm’s financial condition. Describe any major claims, settlements, or other exposures pending against your company or finalized or otherwise resolved in the last five years.

The firm’s revenue is derived entirely from fees received from our clients for the investment management and/or advisory services we provide. Chandler is in strong financial condition, profitable, and is adequately capitalized to serve the City beyond the initial terms of the contract. Furthermore, Chandler does not have any major claims, settlements, or other exposures pending against the company, nor any finalized or resolved in the last five years.
1 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal.
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e. Is your firm a registered investment advisor under the Investment Advisor’s Act of 1940 as amended? Chandler Asset Management is registered with the U.S. Securities and Exchange Commission under the Investment Adviser’s Act of 1940. The firm acknowledges its fiduciary duty to its clients and makes investment recommendations as a “Prudent Expert”. We provided our most recently filed Form ADV Parts 1 and 2 in the Appendix as part of our submission.

CRD Number SEC Number
107287 801-44378
Chandler is a California corporation in good standing.
f. Describe any SEC, FINRA, or regulatory censure or litigation involving your firm or its employees at any time.

None. Neither Chandler nor any of its officers or employees has ever been subject to any regulatory censure or litigation by the SEC, NASD, or other regulatory agencies in relation to the investment management and advisory services it provides.
g. Did you, or will you, pay a finder’s fee to any third party for business related to this account? Specify the recipients of any fee.

No, Chandler will not pay a finder's fee to any third party for business related to this account, or any other client account.
h. Specify if your firm has a dual registration.

No, Chandler does not have a dual registration. We are registered with the SEC as a Registered Investment Adviser and remain 100% employee-owned.
i. Describe any other business affiliations. Describe your firm’s policy on soft dollars.

None. As an independent firm, we have no other business affiliations, subsidiaries, or joint ventures, thereby avoiding any related potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients. We do not have any competing lines of business such as financial advisory, brokerage, or underwriting services. 100% of our resources are committed to the managing of our clients’ portfolios in separately managed accounts, and we do not manage any investment pools that may have embedded fees. We recognize our duty to seek the best execution and ensure the quality of our services as a fiduciary.
j. Describe any potential conflicts of interest you may have working with the City.

Chandler does not currently have, nor do we potentially foresee any conflicts of interest in working with the City that could be perceived as affecting the objectivity of our advice. In addition, we commit to disclose any potential conflicts of interest, including those that could be seen as a beneficial relationship that would abuse our position of trust and responsibility. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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k. Outline the errors and omissions (professional liability) and fidelity bond coverage your firm carries.

Provide a valid, current Certificate of Insurance.

Chandler maintains a comprehensive, full-coverage insurance program with the relevant coverages provided by firms rated “Excellent” or better by AM Best Rating, including the following:

Insurance Type Amount
EO/DO
(professional
liability):
$30 million ($200,000
retention)
Fidelity
Bond/Employee
Dishonesty:
$10 million/$100,000
deductible
Commercial
General Liability:
$2,000,000 per
occurrence/$4,000,000
aggregate
Umbrella Liability:
$10,000,000 per
occurrence/$10,000,000
aggregate
Cybersecurity: $4,000,000
Automobile
Liability:
$1,000,000 combined single
limit
In addition, each ERISA plan is insured to 10% of the plan’s asset values, not to exceed $500,000 per insured plan. We have included a copy of our ACORD Certificate of Liability in the Appendix. l. If you are hired, will your firm serve as a fiduciary in your role as an investment adviser to the City while providing the investment management services we are seeking? If not, describe your objections or limitations.

Yes. As an SEC-registered investment adviser and in accordance with Investment Advisor’s Act of 1940, Chandler shares your fiduciary duty and holds itself to the highest standards, aiming to safeguard principal and maintain the liquidity needs of the City as primary objectives. Chandler acts in accordance with prudent investor standards, avoiding conflicts of interest and putting clients’ needs first in all matters and responsibilities related to the investment management services we provide.

3. EXPERIENCE
a. Describe your firm’s experience in managing fixed income portfolios for public funds and governmental entities.

Managing fixed income portfolios for public funds and governmental entities has been the core of our business since the firm’s inception in 1988. Chandler’s professionals are experts in fixed income investments as they relate to local governments. We structure our clients’ assets to ensure that their funds are (1) invested prudently, (2) available when needed to meet capital obligations, (3) achieve competitive returns, and (4) rebalanced appropriately to maintain the desired profile. We work closely with our clients to address specific investment objectives and risk tolerances as they relate to overall 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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sound financial management, while maintaining the focus and discipline to help guide portfolios through challenging market cycles. Our clients select us as their investment manager because of our:
• Extensive experience serving public agencies. The combined experience of the firm’s senior shareholders as investment officers within large public agencies shaped their perspectives in leading a firm with a focus on the management of public funds and assisting a public entity’s staff in fulfilling their fiduciary duty to their constituents.
• Investment and credit review processes custom tailored for local governments and designed to ensure that our clients’ funds are safe;
• Expertise in California Government Codes that govern the investment of public funds; • Track record in establishing and expanding investment programs that support the budgetary goals of our clients;
• Ability to manage fixed income portfolios through changes in the interest rate cycle to benefit our clients;
• Comprehensive monthly reports that are accurate, timely, and add transparency to the investment program, and
• Dedicated client service team to ensure proactive client communication.

We work with clients as a fiduciary on every aspect of the investment program ensuring that investments support the City’s financial goals. We focus on analysis of risk and return, investment policy development and review, maturity analysis, cash flow evaluation, and forecasting. The entire professional staff understands the challenges public agencies and their finance staff face due to their public role and responsibility in the stewardship of taxpayer funds. All the proprietary tools and processes the firm has developed are in response to public agencies’ unique investment objectives, constraints, and requirements for adherence to state codes and statutes. Moreover, our portfolio management, market research, credit analysis process, accounting, and reporting resources are extensive, and scalable to meet additional needs. We also assist with models for accounting and journal entry and work with clients individually during onboarding and beyond to help them set up their internal accounting templates.

Fixed Income Investment Expertise Focused on California Public Agencies Chandler has a long-standing commitment to the public sector, and we believe our history of helping public entities meet their financial goals highly qualifies our firm to assist the City with the range of investment services it seeks. As a California domiciled firm, we take enormous pride in the depth and strength of the relationships cultivated in our home state and manage over $20 billion for institutional clients in California alone, including $8.3 billion for sixty-six (66) California cities. Nationwide, we work with 183 public agencies and believe that our experience and focus on these entities has given us a unique perspective on helping local governments and other risk-conscious entities achieve their financial goals.

One of the firm’s guiding principles is participation in the development of best practices in the management of public funds. Our investment and client service professionals serve as committee members and are active participants and sponsors of national and regional associations that develop and recommended best practices and training curricula, including the Government Finance Officers Association (GFOA), the California Association of Joint Powers Authorities (CAJPA), the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA), the California Debt and Investment Advisory Commission (CDIAC), and the CFA Institute. We are often involved in drafting investment legislation and recommending best practices on a state and national level and providing guidance on safe1 and effective practices for the management of public funds. In addition, 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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Martin Cassell, CEO was a member of the GFOA’s Committee on Treasury and Investment Management for his full term, which ended in 2021. This committee tracks new developments in cash management and develops best practices for government officials at all levels. Carlos Oblites, the City’s assigned key investment professional, is a member of the GFOA’s Committee on Retirement and Benefits Administration (CORBA), which tracks new industry practices, regulatory and legislative developments, and issues best practices to assist public pension and personnel officers effectively manage state and local retirement funds and employee benefits.
b. Describe your firm’s experience in developing policies and portfolio management guidelines for government portfolios.

Chandler investment professionals are experts in California Government Code and in writing investment policies designed to effectively guide the management of public funds. We understand that an investment policy is crucial to the development and maintenance of a public agency’s investment program. We begin each relationship with a thorough review of each client’s investment policy, during which we make recommendations and use it to formalize the investment mandate for each client’s portfolio(s).

Suggestions are meant to provide clarification, increase return potential, and improve risk management.

We have written or revised investment policies for almost all of our government clients, and we customize each policy to mirror the client’s specific objectives and tolerances.

Our policy reviews will conform to:
• California Government Codes
• Specific City directives and management preferences
• Industry best practices as identified by the Government Finance Officers’ Association, the California Municipal Treasurers Association. And the Association of Public Treasurers of the United States and Canada.
• Chandler’s Best Practices
With over three decades of experience serving California public agencies, we are well-versed in the California Government Code as it applies to public agency investing and are actively involved with associations that develop recommended best investment practices, including the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA) and the Government Finance Officers Association (GFOA). In reviewing investment policies, we look for clearly defined portfolio objectives and constraints.

As needed, we provide our clients education on new products, changing regulations, relevant events in public finance, and changing trends in the capital markets. We stay in front of all developments in California Government Code affecting public agency investments and advise our clients as to revisions that may be relevant to include in their investment policy. Some recent legislative changes that have occurred are as follows:
(Continued on Next Page)
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Recent Developments in California Government Code
Source: California Government Code. *International Bank for Reconstruction and Development, International Finance Corporation, Inter-American Development Bank.

Chandler’s whitepaper released in October 2020 entitled Senate Bill 998 addresses recent changes to California Government Code that became effective January 1st, 2021. Most notable is the increase in the limitation of investments in commercial paper for those local agencies with more than $100 million of investable assets until January 1st, 2026, as well as the clarification on combined investments in the commercial paper and the medium-term notes of any single issuer.

City of San Rafael’s Investment Policy
We have reviewed the City’s Investment Policy date June 21st, 2022, and have made the following observations which we would like to explore with the City:
• Supranationals: California code allows public agencies to invest up to 30% of their portfolio in supranationals. The City may benefit from increasing its limit to conform with the code while adding a limitation of 10% per issuer for these securities.
• Federal Agencies: The City may consider adding issuer concentration limits on federal agencies as well as including a specific limit for callable federal agency securities. • Money Market Funds: The City’s current policy limits investment in Money Market funds to 10% of the total portfolio. To allow for greater flexibility, the City may consider increasing the policy limit to 20% as allowed by code and adding language limiting no more than 10% per fund.

As a part of our engagement, we will work with City staff to better understand your needs and comfort level with any proposed changes.
c. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm.

As of June 30, 2022, Chandler’s firm-wide assets under management total $26.8 billion. Public agency funds total $21.3 billion and comprise 81% of the firm’s assets. Our public sector clients include 183 public agencies, comprised of cities, counties, special districts, and States. (Continued on Next Page)
January 1, 2015
Addition of
Supranational
Securities*
January 1, 2017
Clarification that
credit ratings
pertain to a
specific
"category"
January 1, 2019
Removed issuer
rating for asset
and mortgagebacked securities
January 1, 2021
Senate Bill 998:

Updates to
Commercial
Paper limitations
and zero-interest
securities
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Chandler Client Types and Total Firm Assets Under Management As of June 30, 2022
A representative list of the public agency clients we serve with Californian cities in bold includes:

Cities*
Alameda, CA
Agoura Hills, CA
American Canyon, CA
Arcata, CA
Brea, CA
Breckenridge, CO
Buena Park, CA
Camarillo, CA
Corona, CA
Costa Mesa, CA
Cupertino, CA
Danville, CA
Deltona, FL
Dublin, CA
Elk Grove, CA
Erie, CO
Fairfield, CA
Fountain Valley, CA
Imperial Beach, CA
Indio, CA
La Habra, CA
Lakewood, CO
La Mirada, CA
Leesburg, FL
Longboat Key, FL
Long Beach, CA
Louisville, CO
Merced, CA
Milpitas, CA
Monterey, CA
Moreno Valley, CA
Mountain View, CA
Murrieta, CA
National City, CA
Newport Beach, CA
Palm Springs, CA
Pittsburg, CA
Pomona, CA
Poulsbo, WA
Riverside, CA
Rohnert Park, CA
San Clemente, CA
San Leandro, CA
San Marcos, CA
San Mateo, CA
So. San Francisco, CA
Sunnyvale, CA
Tacoma, WA
Tracy, CA
Truckee, CA
Tustin, CA
Vallejo, CA
Westminster, CA
Westminster, CO
W. Sacramento, CA
Counties and States*
Client Type # of
Accounts
AUM
($MM)*
Public Sector 347 $22,564
Corporate 13 $43
Healthcare 34 $3,790
Non-profit 31 $134
Sub-Advisory 308 $361
Other 11 $40
Total 744 $26,774
*Other includes DC Plan and Higher Education assets.

Chandler assets under management as of 6/30/2022.

Public
84%
Corporation
<1%
Non-profit
<1%
Healthcare
14%
Subadvisory
<1%
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Alpine, CA
Amador, CA
Buncombe County, NC
Calaveras County, CA
Dakota County, MN
State of Delaware
City & County of Denver, CO
Gwinnett County, GA
Mendocino, CA
Modoc, CA
Lake County, CA
State of Nevada
Pitkin County, CO
Routt, CO
San Benito County, CA
San Diego County, CA**
Santa Clara, CA
Sierra, CA
Special Districts and Other Government Entities*
Alameda Corridor Trans. Authority, CA
Alameda County Water District, CA
Authority for CA Cities Excess Liability, CA
California Earthquake Authority
California Insurance Pool Authority, CA
California Joint Powers RMA, CA
Colorado Springs Utilities, CO
Eagle River Water & Sanitation District, CO
Elsinore Valley Municipal Water District, CA
E-470 Public Highway Authority, CO
First 5 Alameda County, CA
Fontana POA Retiree Benefit Trust, CA
LA County Metro. Transportation Authority, CA
Maricopa County Community College District, AZ
Moulton Niguel Water District, CA
Orange County Sanitation District, CA
Orange County Transportation Authority, CA
Palomar Health, CA

PRISM, CA
Rancho California Water District, CA
Redwood Empire Muni. Insurance Fund, CA
San Bernardino Municipal Water District, CA
San Diego County Water Authority, CA
San Diego County Regional Airport, CA
South Coast Water District, CA
Tampa Bay Water, FL
Transportation Corridor Agencies, CA
Three Valleys Municipal Water District, CA
Vallecitos Water District, CA
Walnut Valley Water District, CA
WestEd, CA
Western Municipal Water District, CA
Whittier Area Schools Ins. Authority, CA
Yolo County Public Agency RMIA, CA
*A sample listing of the firm’s current public agency clients is shown in alphabetical order. This list includes only clients that have given permission to be listed. Includes discretionary and non-discretionary relationships. It is not known whether the listed clients approve or disapprove of Chandler Asset Management, or the services provided. **Advised assets only.

The above accounts include operating cash and reserves, risk pool reserves, bond funds, and capital improvement funds, each separately managed to fulfill the specific objectives within their own risk profile.

We propose to manage the City’s investment program in a manner that is customized to meet your specific financial and investment goals and would provide yourstaff with the same level of diligence, client service, and investment expertise that we provide to all our clients. d. Describe your firm’s experience and or involvement, if any, in the Bay Area region.

Chandler has extensive experience and a significant presence in the Bay Area region and counts many local governments amongst its valued clients. Chandler’s professionals have a thorough knowledge of Bay Area local governments, have professional staff in two offices in the area (Oakland and Novato), are active in speaking engagements and training for local CSMFO chapters, and can provide the City with customized management of your investment funds based on San Rafael’s needs within a Bay Area backdrop, and California in general.
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Our Bay Area municipal clients include the Cities of Alameda, American Canyon, Cupertino, Danville, Dublin, Fairfield, Milpitas, Mountain View, Orinda, Pittsburg, Pleasant Hill, San Leandro, San Mateo, South San Francisco, Sunnyvale, and Rohnert Park.

Bay Area special districts and other institutional clients include Alameda County Water Authority, Bay Cities Joint Powers Insurance Authority, California Joint Powers Risk Management Authority, First 5 Alameda, First 5 Santa Clara, Golden State Risk Management Authority, Marin Schools Insurance Authority, Petaluma Health Care District, and San Mateo County Schools Insurance Group.

4. PERSONNEL
a. Identify and provide background information on the key person or personnel who take the most active role(s) in the administration and management of the firm(s).

Martin Cassell is the Chief Executive Officer at Chandler Asset Management and is a principal of the firm.

He is responsible for defining, planning, and directing company programs. Martin oversees the implementation of the firm's investment strategies and portfolio risk management. He designed the proprietary quantitative models that drive our investment process, establishing duration, structure, and asset allocation throughout client portfolios. Martin joined Chandler in 1991 from the City of San Diego where he managed a $1 billion fixed income portfolio. He began his investment career in 1987 managing portfolios at World Savings and Loan. Martin received his B.S. in finance from California State University, Hayward and is a member of the CFA Society of San Diego and holds the designation of Chartered Financial Analyst.

The firm’s President, Nicole Dragoo, JD (IACCP), is responsible for the firm’s strategy and administration and oversees the compliance and operations departments. She also leads the onboarding process of new client accounts and heads a team that communicates effectively with accountants, custodians, and administrators during the transition period and for the duration of the relationship. Nicole received her B.A. in Economics as well as her J.D. from the University of San Diego. In 2021, she was promoted to President from CCO & COO, and has been with the firm for 20 years. b. Identify the investment professionals (portfolio managers, analysts, and researchers) employed by your firm, by classification, and specify the average number of accounts handled by portfolio managers. Are there any established limits on accounts or assets under management? Describe any regulatory investigations, action, censure, or litigation involving any of the specified professionals.

Provided below are the investment professionals employed by Chandler Asset Management.

Chandler Investment Professionals by Classification
Classification Number of
Professionals
CEO/President 2
Co-Chief Investment Officers 3
Portfolio Managers/Analysts 6
Portfolio Strategists 5
Total: 16
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As of June 30, 2022, the firm’s six CFA-level investment team members, three analysts, and five portfolio strategists manage 204 institutional client relationships totaling $26.8 billion, for an average of under 30 relationships per investment professional.

While there are no established limits on accounts or assets under management, we have a comprehensive plan in place to maintain our bandwidth around servicing our clients to our desired level of excellence, as well as to maintain the high level of performance and service that is one of the hallmarks of our firm. We believe our level of communication with our clients is unmatched by our larger peers who service much larger client bases with comparable size investment teams.

There are no regulatory investigations, action, censure, or litigation involving any of the specified professionals.
c. Describe whether portfolios are managed by teams or by one individual.

Chandler manages portfolios in a team environment ensuring that all investment team members and client service personnel are familiar with your portfolio. This team approach ensures that there will always be professionals available who are knowledgeable about your portfolio management needs and provide continuity of the investment program. Successful implementation of the firm’s investment process is not dependent upon any one individual, as all of our portfolio managers have research, trading, and management responsibilities that benefit all of our client accounts. In addition, our client service personnel are adept at handling the non-investment needs of the engagement and will escalate any issues by routing them through the correct channels, if necessary. (Next Section Begins on Following Page)
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d. Provide resumes and biographical information on key investment professionals that will be directly involved in the decision-making process for the portfolio. Include the number of years at your firm, total years of experience, and professional licenses and designations.

Chandler Asset Management Professionals for 2022
Contact Name and Title Role in Engagement Industry
Tenure
Firm
Tenure Education
Investment Management
William Dennehy II, CFA
Co-Chief Investment Officer
• Co-Chief Investment Officer
• Co-leads the investment team
• Implements portfolio
strategies
• Performs credit analysis
Co-Chair of Credit Committee
and Economic and Market
Analysis Committee
30 years 11 years
B.S. Business
Administration,
California State
University, Chico,
Chartered Financial
Analyst
CFA® charter holder
Carlos Oblites
Senior Portfolio Strategist
• Portfolio Strategist & Key
Investment Contact
• Implements portfolio
strategies
• Monitors alignment with
client objectives and policies
• Expertise in policy
development and state legal
requirements
• Co-Chair of Multi-Asset Class
Committee
27 years 5 years
B.A., History,
University of
California, Santa
Barbara, M.B.A., San
Francisco State
University
Series 65 License
Engagement Management & Client Service
Aneil (Neil) Murthy
Senior Relationship Manager
• Senior Relationship Manager
& Key Contact
• Assists with onboarding
process
• Serves as additional client
contact
• Ensures and coordinates
project deliverables
13 years 2 years
B.A. Political Science,
University of
Connecticut; M.B.A.,
Post University
Series 65 License
Stacey Alderson, CTP
Client Service Director
• Client Service Contact
• Reporting requirements and
Client Portal
• Schedules training and
educational presentations
24 years 8 years
B.B.A. Accounting,
University of
Montevallo, Certified
Treasury Professional
(CTP®)
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Compliance & Oversight
Martin D. Cassell, CFA
CEO
• Chief Executive Officer
• Leads the firm’s vision,
oversight, and strategy
• CFA® designation
35 years 31 years
B.S. Finance, California
State University,
Hayward,
CFA® charter holder
Nicole Dragoo, JD, IACCP
President
• Head of Firm Administration,
Compliance, Operations, and
Human Resources
• Responsible for regulatory
compliance and legal matters
• Directly manages investment
operations
• Oversees firm’s administrative
functions
22 years 21 years
B.A. Business
Economics, J.D.

University of San
Diego; Investment
Adviser Certified
Compliance
Professional (IACCP)
designation
Joseph Kolinsky
Chief Compliance Officer
• Leads Firm Compliance
• Oversees firm’s compliance
program
• Regulatory compliance, trade
compliance, and Code of
Ethics
30 years 2 years B.A. Economics, Iona
College
Investment Management Professionals
Portfolio Managers. Drawing from their collective expertise, the Investment Management Team develops and implements strategies for the City based on a thorough, well-rounded analysis of investment ideas that are specific to the strategy and your investment objectives.

William Dennehy II (CFA), Co-Chief Investment Officer, will serve as a secondary portfolio manager for the City. Bill also serves as a member of the firm’s Executive Committee and is Co-Chair of the firm’s Economic and Market Analysis Committee and Credit Committee. Bill and his colleagues on the Investment Management Team employ our research-based methods to structure investment solutions that address the City’s dual needs for liquidity and return, implement the portfolios’ strategies in a customized manner, and conduct securities transactions in the accounts.

Carlos Oblites, Senior Portfolio Strategist, will be the key investment contact and serve as the City’s portfolio strategist. Carlos has over 25 years of experience in delivering investment services to public sector clients. Carlos is Co-Chair of the firm’s Multi-Asset Class Committee and participates on other committees that shape the firm’s investment themes and strategy. He serves as a member of the Government Finance Officers Association (GFOA)’s Committee on Retirement and Benefits Administration (CORBA), which tracks new industry practices, regulatory and legislative developments, as well as issues best practices to assist public pension and personnel officers effectively manage state and local retirement funds and employee benefits. Before Chandler, Carlos served in the public sector as the Administrative Services Manager and Chief Financial Officer of a public agency in Marin County. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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Relationship Management and Client Service
Neil Murthy, Senior Relationship Manager is another key contact for the City. Located in Oakland, Neil will help coordinate all aspects of the City’s service needs, develop a City-led schedule of regular client meetings, as well as attend meetings, along with your primary investment contacts.

Stacey Alderson, CTP, Client Service Director will support Carlos and Neil in serving the City and its staff.

Stacey is in our Denver office and will be accessible as a local resource for any calls or virtual meetings.

Chandler’s client service and marketing teams provide responsive service and follow-through to completion for any pressing or immediate needs of the City and its staff. Our client service personnel are adept at handling the non-investment needs of the engagement and will escalate any issues and route them through the correct channels, if necessary.

Compliance and Oversight
The firm’s CEO, Martin Cassell (CFA) provides oversight of all aspects of the firm and leads the investment team and implementation process of our proprietary quantitative models and strategy.

In addition to the firm’s SEC registration, the below members of Chandler’s Investment Management Team are registered representatives:

Chandler Registered Representatives

Investment Adviser Representative CRD Number
Martin D. Cassell, CFA 4330905
Stephen Church 6878939
Daniel Delaney, CFA 7378402
William Dennehy II, CFA 2397527
Julie K. Hughes 5397196
Genevieve C. Lynkiewicz, CFA 4462193
Karl Meng 5198403
Aaron Nail 6761656
Carlos Oblites 5350645
Ted J. Piorkowski, CFA 1857510
Scott D. Prickett, CTP 1901448
Kara Raynor-Sanchez 7615064
Alayne Sampson 5435009
Jayson Schmitt, CFA 4892847
For detailed résumés of all team members, please see the Professional Biographies in the Appendix. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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e. Indicate which of your firm’s professionals would be delegated as the primary client contact(s).

Carlos Oblites, located in Novato, CA, will be delegated as the primary client contact for the City. f. Describe your firm’s compensation policies for investment professionals.

Chandler has a comprehensive compensation policy for our investment professionals designed to be aligned with the interests of our clients. This policy includes incentives based on individual contributions to our clients’ success, as well as efforts towards building an enduring firm with a long-term culture of shared success, rather than utilizing performance-based compensation. Individual base salaries are competitive, and commensurate with experience, education, and roles and responsibilities. Furthermore, all employees participate in the firm’s Employee Stock Option Plan (“ESOP”) and have a proportionate share in the ownership of the firm.

Chandler’s senior leadership team receives competitive base salaries, as well as annual discretionary bonuses based on individual contribution to the firm’s overall success. Key principals of the firm are also majority owners and have a proportionate share in the firm that is greater than the employee participation share of the ESOP Trust.
g. Describe your firm’s training and education efforts to keep portfolio managers informed of developments relevant to government investment managers.

We provide our investment professionals with the training they need to remain up to date on changes to the financial markets as well as evolving practices that impact our local government clients. Many of our investment professionals have demonstrated their understanding of and commitment to portfolio management by earning industry credentials, such as the Chartered Financial Analyst (CFA), the Certified Treasury Professional (CTP), and several Financial Industry Regulatory Authority (FINRA) licenses that require continuing education. Other team members are working to achieve these designations, and all employees are encouraged and supported to achieve these and other industry certifications or training that will assist them in their careers and ensure our clients have access to best-in-class professionals.

Our compliance professionals monitor regulatory changes affecting local governments and stay up to date on SEC updates and legislative changes. Senior members of Chandler’s compliance team have earned the designation of NRS Investment Adviser Certified Compliance Professional (IACCP) and ensure the firm is prepared to address the ever-changing rules, regulations, best practices, and new trends of financial industry compliance through additional and ongoing education. In addition, the firm engages an outside consultant to assist us with the complex practice of regulatory compliance as it applies to varied aspects of the management of public funds.

In addition to the ongoing training received by our investment and compliance professionals, Chandler is deeply involved with the Government Finance Officers Association (GFOA). Our investment professionals as well as members of our compliance and operations teams are guided by the GFOA’s publications and best practices regarding investment management, compliance, and Government Accounting Standards Board (GASB) reporting for public agencies. Our investment and client service professionals serve as committee members and are active participants, sponsors, and speakers at national and regional associations that develop recommended best practices and training curricula. Through our involvement and participation with these organizations, Chandler’s professionals stay informed about current themes and relevant topics affecting the constituents of the member entities. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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Chandler’s professionals are also involved on a local level. Individuals from Chandler’s investment management team support the San Diego CFA Society’s Board of Directors in serving its over 500 members. Chandler’s professionals assist the program’s Chair by planning the calendar of industryfocused events and sourcing speakers from academia, government, and consultants to present at events during the year. Additionally, members of our team serve on the Advocacy Committee which has initiatives and events such as “Putting Investors First”, “Diversity and Inclusion”, and “Women in Investment Management”.

5. ASSETS UNDER MANAGEMENT
a. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm for government agencies. Summarize your assets under management (institutional only) over the past five years and average assets per client.

Provided below are the number and types of accounts, total asset value, and composition of portfolios currently being managed by our firm for governmental agencies.

Chandler Client Types and Total Firm Assets Under Management As of June 30, 2022
Chandler’s institutional assets under management for the past five years and the current year (12/31/2017-12/31/2021).

Includes both discretionary and non-discretionary assets. Advised assets are excluded. (Continued on Next Page)
Client Type % AUM
($MM)*
Public Sector 84% $22,564
Corporate <1% $43
Healthcare 14% $3,790
Non-profit <1% $134
Sub-advised <1% $361
Other <1% $40
Total 100% $26,774
*Other includes DC Plan and Higher Education assets.

Chandler assets under management as of 6/30/2022.
$13.5
$16.3
$19.3
$22.0
$25.5
$-
$5
$10
$15
$20
$25
$30
2017 2018 2019 2020 2021
Chandler's Institutional AUM ($ billions)
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Average Institutional Assets Under Management Per Client Year Assets Under
Management
Average Assets
Per Client
2021 $25,500 M $121 M (211)
2020 $22,000 M $124 M (177)
2019 $19,357 M $116 M (167)
2018 $16,300 M $102 M (159)
2017 $13,500 M $93 M (144)
Chandler's institutional assets under management over the past five years plus the current year (12/31/2017-12/31/2021) and average assets per client. Includes both discretionary and non-discretionary assets. b. Summarize your institutional investment assets under management by category as shown below for your latest reporting period.

Provided below are our institutional investment assets under management by category as of June 30, 2022.

Total
Operating/Bond Funds $24,248,681,587
Other* $341,884,436
Foundations $134,240,421
Equity Funds $1,893,688,814
Sub-Advisory $156,339,608
Total $26,774,834,866
c. Provide GIPS (Global Investment Performance Standards) compliant performance statistics on a comparable portfolio and compare with industry averages or benchmarks for the last one, three, five, ten years, and/or since inception. If unable to provide GIPS statistics, please state reason.

We have included performance and characteristics below through June 30, 2022, for Chandler’s Limited Maturity Strategy, a 1–3-year strategy, and for the Short-Term Bond Strategy, a 1–5-year strategy.

Chandler’s Limited Maturity and Short-Term Bond strategy composites are comprised of individually managed accounts with an average modified duration equal to the modified duration of the ICE B of A 1- 3 Year US Treasury Index and the ICE B of A 1-5 Year US Treasury & Agency Index2 , respectively, and a final
stated maturity of individual securities of five years. (Continued on Next Page)
2 Please see Important Disclosures in the Appendix.
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Chandler Composite Performance – Gross and Net of Fees
As of June 30, 2022 One
Year
Three
Years
Five
Years
Ten
Years
Since
Inception
Chandler Limited Maturity (gross)
(inception: 9/30/88) -3.12% 0.41% 1.13% 0.99% 4.24%
Chandler Limited Maturity (net) -3.37% 0.16% 0.88% 0.74% 3.98% ICE BofA 1-3 Year US Treasury
Index -3.30% 0.24% 0.94% 0.79% 3.95%
Chandler Short-Term Bond (gross)
(inception: 9/30/95) -4.55% 0.24% 1.09% 1.11% 3.66%
Chandler Short-Term Bond (net) -4.79% -0.01% 0.84% 0.86% 3.40% ICE BofA 1-5 Year US Treasury
& Agency Index -4.60% 0.04% 0.92% 0.90% 3.40%
Based on Chandler’s Limited Maturity, Short Term Bond, and Intermediate Bond composites as of 6/30/2022.

Performance results are presented gross of fees. The performance has been calculated using historical composite performance. Gross performance does not reflect payment of advisory fees and other expenses which will reduce performance. Past performance is not a guarantee of future results. All investment strategies have the potential for profit or loss. Market conditions or economic factors may alter the performance and results of a portfolio. Investment advisory fees are disclosed in the firm's form ADV, Part 2A. Performance for periods greater than one year is annualized.

Please see GIPS Composite Reports and important disclosures in the Appendix. For one-on-one presentation only.

Additionally, we provided our GIPS-compliant performance statistics for our Short Term, Limited Maturity strategies in our Appendices. Statistics show performance for the last one, three, five, and ten years. d. In the past five years, has your firm purchased and held any security that was subsequently downgraded below the minimum credit ratings required for purchase under the California Government Code? What were the circumstances? What actions were taken?
In November 2018, within Chandler’s cohort of accounts following the California Government Code, Chandler held a security rated in the BBB tier by all three Nationally Recognized Statistical Rating Agencies (NRSROs). In May 2018, the Chandler Credit Committee correctly identified General Electric as a credit no longer consistent with a stable to improving credit profile and communicated to the Chandler investment team to refrain from adding any additional exposure but did not recommend an outright liquidation at that time. The three primary NRSROs, Moody’s, Standard and Poor’s, and Fitch, all rated the security in the mid-single ‘A’ credit tier, indicating a two-notch downgrade by all three NRSROs would be required for the security to no longer have a credit rating consistent with California Government Code. In May 2018, the Chandler Credit Committee believed General Electric was taking proactive actions to reverse the softening financial metrics including communicating leverage target goals consistent with an ‘A’ or better credit profile and discussing potential asset sales to assist in solidifying the financial metrics of the firm. The Chandler team was cognizant of the maturity profile of our holdings within General Electric, with the majority of exposure in our mandates following California Government Code maturing in January 2019 and January 2020.
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The financial results of the firm failed to turn around in the second half of 2018 and with the appointment of a new CEO, the company implemented a material turnaround plan, and the ratings were subsequently downgraded into the high BBB tier by all three NRSROs. The Chandler team made a strategic decision to hold the January 2019 exposure to maturity and exited our exposure to the January 2020 position via selling the holdings in the 1Q of 2019. Due to the short maturity profile of the two positions, and the fact both securities still remained well within the investment grade tier even though outside of the requirements of California Government Code, the team took a tactical and thoughtful approach in exiting our exposure post the credit rating downgrade.

Chandler employs a proprietary credit research process with the objective of identifying stable and improving credits to include in client portfolios. To enhance our internal processes, Chandler utilizes several external research providers including CreditSights, Egan-Jones, BCA Research, Stone, and McCarthy, and ITR Economics. However, in all cases, the decision as to whether to include a security in client portfolios is based on the internal, proprietary evaluation of the particular issuer. Each sector and issuer are reviewed a minimum of once per quarter or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits.

In addition to the formal Credit Committee meetings, all credits are monitored continuously. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e., earnings, press releases, management presentations or conferences, rating changes, etc.). The gathered information is distributed to the entire investment management team on a daily basis. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. • A core philosophy for the Chandler team is transparency and client communication. The Chandler team meets frequently with our clients, either in person or remotely in the COVID environment, to provide updates on our economic outlook, the current positioning of the portfolio, as well as likely changes to the portfolio asset allocation, portfolio structure and individual security holdings in the coming quarters based on our overall outlook.
• We take an active approach in highlighting to our client’s securities are more likely to be utilized as a ‘source of funds’ for rebalancing transactions based on changing credit fundamentals, risks not well understood by the majority of market participants, as well as credit quality and maturity. • In the event a security is no longer deemed suitable and consistent with the credit quality objectives of the underlying portfolio, the Chandler team takes a tactical approach to exiting the position.

Depending on market conditions and our overall outlook for the security, this may entail selling the security immediately, dollar cost averaging out of our exposure over several weeks or choosing to hold the position if the maturity is very short or a corporate action (i.e., make whole call) is likely in our judgment.
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6. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE
a. Briefly describe your firm’s investment management philosophy, including your approach to managing governmental portfolios.

Investment Philosophy
We believe that through effective risk management, we can enhance the potential for higher total returns for risk-conscious clients while maintaining their shared primary objectives of safety1 and liquidity. Our approach utilizes investment processes and strategies we have developed over three decades, and focuses on:
• Safety of principal1
;
• Appropriate levels of liquidity;
• Diversification of risk;
• Compliance with policies, legal requirements, and risk/return objectives; and • Active management to generate investment income and total return.

We implement this philosophy by structuring investment portfolios with the goal of achieving performance that consistently exceeds the returns of a market benchmark that reflects the overall risk profile of the City over a market cycle. We reduce exposure to market risk by diversifying the portfolio by sector, credit quality, maturity, issuer, and security type, and by establishing and maintaining a target portfolio duration that is consistent with the investment objectives.

Chandler’s singular focus stems from the investment philosophy of our clients that prioritizes safety1 and
liquidity above chasing returns that may put their principal at increased risk. As a result of this focus, we take a conservative approach regarding all aspects of the investment and portfolio management process.

Our methods for developing the investment objectives and constraints for our clients is customized after an extensive review and thorough understanding of the investment policy, risk tolerances, as well as the current and expected mandates of the client’s specially purposed funds.

Investment Approach
Our process for establishing the investment objectives and constraints for the City is customized after an extensive review, thorough understanding the investment policy, and the current and expected needs of the City including its financial staff. We believe that a successful investment program focuses on the following elements:
• Maturity — We believe the average maturity of each separate portfolio, as well as the longest permitted maturity, should reflect the client’s goals, return objectives, and risk tolerances. That is why we see our first task with a client as understanding that client’s specific objectives regarding current yield, book yield, as well total return. When that understanding is achieved, we establish a target maturity and duration for each account under our management • Duration — We strive to maintain duration (the portfolio’s price sensitivity to changes in interest rates) within a defined range that reflects the City’s return requirements and acceptable volatility. We will work with City staff to identify an optimal target duration range in order to limit relative market risk.
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• Investment Type— Chandler will develop a well-diversified portfolio based on the City’s Investment Policy. Our sector allocation strategy provides broad diversification by sector and by issuer and works to minimize exposure to credit risk. We are able to add considerable value through rotating sectors, thus identifying best relative value at time of purchase. Additionally, if the City takes advantage of all sectors allowed by California Government Code, we would be able bring our extensive credit and investment analytic capabilities to further diversify the portfolio and increase potential return. • Credit Quality — We are proud of our record in keeping our clients’ assets safe. We employ a robust credit analysis process that helps us identify investment opportunities in securities that are appropriate for the prudent investment of public funds. Moreover, we believe that each client should establish credit quality constraints that reflect the community’s risk preference, and these constraints may be more conservative than Code. Within that framework, we will purchase securities that our credit and value analyses have identified as being appropriate for the City’s portfolio, along with having relative value. We will limit our investment in corporate securities to highly rated companies, subject to the City’s restrictions.
• Yield/Return — We search diligently to add value at every stage in our process. We manage the portfolio to enhance return and long-term growth within the constraints of the City’s risk profile and return objectives. Finally, we strive to find the best execution for each transaction, seeking multiple price quotations on all purchases and sales.

Security Selection
Chandler employs a proprietary credit analysis process designed for identification of stable and improving credits, as well as early detection of weak and deteriorating credits. It includes both qualitative and quantitative aspects. The decision to purchase a specific security on our Approved List is based on Chandler’s analysis of its relative value.

Investment Process
For each strategy, we will execute the investment program through our rigorous, quantitatively based investment process, comprised of three stages: portfolio construction, security selection, and periodic rebalancing. Our process is custom-tailored for each client portfolio. For the City, as for all our clients, we believe the development and maintenance of a strong investment program should focus on the following elements:

Periodic Rebalancing
With the passage of time, portfolio characteristics may tend to drift away from the desired structure. For that reason, the team reruns the Horizon Analysis Model monthly, and rebalances as market conditions and portfolio characteristics change.

Observations on the City’s Current Portfolio
Upon review of the City’s portfolio as of June 30th , 2022, we noted some items over which we would confer with City staff:
• Asset-Backed and Supranational Securities: Under the City’s current Investment Policy, Asset-Backed and Supranational securities are permitted. Incorporating these security types exposes the portfolio to a larger investable universe with the potential to enhance returns while maintaining credit quality as well as increased diversification amongst issuers. We would explore the utility of these asset classes and the potential benefits to the City.
1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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• Allocation to LAIF: The City currently allocates ~50mm of total assets to LAIF. As a part of our engagement, we would conduct a cash flow analysis to equip the City with a methodology for sizing its portfolio. Through a consultative process and understanding of the City’s outlook, we would work with the City to determine the appropriate amount suitable for investment in longer-term assets. • Corporate Bond Concentration: For the City’s Corporate Bonds, the concentration per Issuer ranges from ~$500,000 to $1,000,000. We would explore purchasing these securities in smaller lots to allow for greater diversification.

As financial conditions change, we adapt our portfolio strategy to reflect the opportunities available to meet our clients’ return objectives. Our clients’ portfolios are structured for long-term performance and our processes are designed to filter the market noise and search for opportunities that will achieve the long-term goals of our clients. We are confident that our experienced team and time-tested processes would benefit the City’s investment program and add value over the long-term. b. Describe your credit review process.

Credit Process and Personnel
The firm’s proprietary credit research process identifies stable and improving credits to include in client portfolios. Although the Nationally Recognized Statistical Rating Organizations (“NRSROs”) typically determine the initial eligibility of security, Chandler does not rely on these ratings to determine whether a security is suitable for a Chandler portfolio. Chandler’s Credit Committee, with input from the entire investment team, further evaluates the suitability of an investment based on our own internal research and a thorough understanding of each client’s investment objectives and risk tolerances. This combination of qualitative and quantitative analyses enables the team to identify and invest in securities consistent with our clients’ objectives of safety1
, liquidity, and return.

The dynamic nature of the process also provides the team with the ability to detect weak and deteriorating credits, which may be removed from client portfolios and Chandler’s Approved Issuer List.

In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler’s view of the forward-looking macro-economic environment. After the fundamental outlook of an issuer has been ascertained, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector. Chandler’s internal credit process is designed to identify and evaluate changing fundamentals and the current relative value of issuers versus sector peers.

Chandler conducts credit research in a team environment comprised of investment professionals as part of the firm’s Credit Committee. William Dennehy, CFA, Co-CIO is the chair of the Credit Committee which also includes additional members of the investment team. The Credit Committee meets weekly to rank corporate issuers into three tiers based on their characteristics and credit profile – top tier, middle tier, and bottom tier – and categorizes those securities based on individual client risk tolerance and policy guidelines. We review each sector and issuer a minimum of once per quarter or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits.
(Continued on Next Page)
1-,Ja CHANDLER " '·· ASSET MANAGEMENT
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Chandler’s Credit Review Process
In addition to the formal weekly Credit Committee meetings, all credits are monitored on a continuous basis. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e., earnings, press releases, management presentations or conferences, ratings changes, etc.). The gathered information is distributed to the entire investment management team daily. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. c. Describe your firm’s compliance review process.

Portfolio managers use robust order management (“OMS”) and portfolio compliance software from Bloomberg AIM for monitoring compliance with client objectives, policies, trust indentures, and legal requirements on a pre-trade, post-trade, and end-of-day basis. At the inception of the relationship, a compliance officer codes each element of the investment policy and guidelines into the Bloomberg system. Since each trade originates in the system, pre-trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits the execution of the trade if it does not comply with the imputed guidelines. If an issue of non-compliance is identified through the system, it cannot be overridden by an investment team member and is escalated for review by a member of the Compliance Team.

Chandler’s Compliance Team is responsible for ensuring the firm complies with all regulatory requirements, client guidelines, and firm policies and procedures. The firm’s Chief Compliance Officer provides oversight of portfolio compliance and trade order management. These duties are conducted separately from the portfolio management team under the appropriate segregation of duties. As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of investments. This report details adherence to requirements such as permitted investments, asset class exposure, minimum credit quality, maximum maturities, issuer size, and concentration limits, as well as compliance with the City’s investment guidelines and legal requirements. This Statement also serves as an effective means of reporting compliance to the City Council, oversight committees, and other stakeholders, and demonstrates that the City and its adviser take seriously its fiduciary duty to protect taxpayer dollars.

The firm’s Chief Compliance Officer provides oversight of portfolio compliance and trade order management as well as implementation and monitoring of the firm’s compliance policies and procedures.

These duties are conducted separately from the portfolio management team under the appropriate 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
CREDIT

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segregation of duties. Chandler’s Risk Committee is made up of the Chief Compliance Officer as well as seven of the firm’s senior executives responsible for the firm’s risk management practices and policies. In addition, Chandler maintains a comprehensive Compliance Manual that covers all subjects relating to our investment activities and responsibility for client assets, and safety1 of information. The firm’s Compliance Manual includes policies and procedures for internal controls, code of ethics, privacy and information safeguarding, cybersecurity, e-mail communications, and social media, insider trading, and all matters related to our investment processes and record keeping.

This sample report is being provided for illustrative purposes to demonstrate Chandler’s compliance procedures.

References to specific securities and their characteristics are examples of securities held in a portfolio and are not intended to be and should not be interpreted as an offer, solicitation, or recommendation to purchase or sell any financial instrument, an indication that the purchase of such securities was or will be profitable, or representative of the composition or performance of the portfolio.
d. Describe your firm’s portfolio management decision-making process.

Chandler utilizes an Investment Management Committee structure to develop and guide our firm’s decision-making process. The Investment Committee comprises sub-committees that generate and develop investment themes through their independent research and subject matter expertise. The subcommittees collectively source an idea or theme through discussion and reach congruencies and consensus which they bring to the Investment Management Committee. Members of the Investment Management Committee meet weekly to review the findings and recommendations of the committees.

Overarching themes such as market conditions, sector value considerations, and client portfolio characteristics are integrated to determine short term strategies and any need for portfolio rebalancing throughout Chandler’s strategies and in client portfolios. In addition, team members meet off-site on a semi-annual basis and discuss economic, market, and credit conditions using committee research to establish the firm’s investment outlook, portfolio target characteristics, and sector strategy for the ensuing quarter. The firm’s Chief Investment Officer, portfolio managers, portfolio strategists, credit analysts and portfolio management associates comprise the Investment Management Committee, 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
Investment Guidelines Bloomberg AIM Multi-Level Checks
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✓ Pre-Trade
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• Compliance Alerts (compliance clearance required)
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leveraging the experience and expertise of each professional for effective research, analysis, decisionmaking and communication.

Chandler’s Investment Management Committee
Chandler’s sub-committees contributing to the investment themes and strategies implemented on behalf of our clients include:
• The Economic and Market Analysis Committee sets the macro-economic tone and investment strategy for our fixed-income investments and structuring of client portfolios given the current market climate. The Committee also focuses on the development of economic inputs and interest rate scenarios for the Horizon Analysis Model, the proprietary tool we employ to assist in developing portfolio structure.
• The Sector Committee is tasked with sector valuation methodology, analysis of option-adjusted spreads and opportunities both among sectors and between issuers, and evaluation of new instruments and sectors for suitability.
• The Credit Committee is responsible for evaluating issuers for inclusion, monitoring and possible removal from the firm’s Approved Issuer List. The entire Portfolio Management Team and Chief Investment Officer Martin Cassell will review the committee’s recommendations, including additions to and deletions from the firm’s Approved List. Ultimate approval of credits is the responsibility of the firm’s Chief Investment Officer. The committee’s output ensures that the securities purchased for client portfolios are consistent with their risk profile. • The Quantitative Analysis Committee develops and sets the structure for the Horizon Analysis Model (HAM) and evaluates the Model’s process for improved technology and methods. The results of the HAM output are used to develop general characteristics of the strategies. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
Investment Management Committee
William Dennehy II, CFA Scott Prickett, CTP Jayson Schmitt, CFA Co-Chief Investment Officer Co-Chief Investment Officer Co-Chief Investment Officer Martin Cassell, CFA Dan Delaney, CFA Genny Lynkiewicz, CFA Chief Executive Officer Senior Portfolio Manager Senior Portfolio Manager Ted Piorkowski, CFA Julie Hughes Carlos Oblites
Senior Portfolio Manager Senior Portfolio Strategist Senior Portfolio Strategist Alayne Marie Sampson Karl Meng Stephen Church
Senior Portfolio Strategist Portfolio Strategist Assistant Portfolio Manager Aaron Nail Charlotte Powell Kara Raynor-Sanchez
Assistant Portfolio Manager Associate Portfolio Manager Associate Portfolio Strategist Economic and Market Quantitative Analysis Multi-Asset Class Credit Committee
Analysis Committee Committee Committee
. Economic Outlook . Fundamental Credit . Reviews Committee . Sector Valuation . Reviews Global . Market Analysis Analysis Data . New Sector Analysis Markets and outlook . Develops Interest Rate . Security Relative . Produces HAM . Develop Valuation . Sets Capital Market Scenario Input s for Value Analysis Analysis Inputs Expectations Horizon Analysis . Maintains Approved . Improves Model . Reviews and Enhances Model(HAM) List Methodology Investment Vehicles
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• The Multi-Asset Class Committee prepares the firm’s Capital Market Assumptions, basing them on the firm’s analysis of the global markets and our forward-looking outlook of the market environment.

The Committee then develops the Efficient Frontier, and reviews and recommends initial and ongoing portfolio asset allocations and fund vehicles for our clients.

7. FEES
Chandler Asset Management is pleased to provide comprehensive investment advisory services in accordance with the following fee schedule:

Proposed Fee Schedule for the City
Assets Under Management Annual Asset Management Fee
First $25 million 0.10 of 1% (10 basis points)
Next $25 million 0.08 of 1% (8 basis points)
Next $50 million 0.06 of 1% (6 basis points)
Over $100 million 0.04 of 1% (4 basis points)
Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), fees in dollars will fluctuate (higher or lower) based on the actual portfolio value. Fees are charged monthly in arrears and can be debited directly from your third-party custody account.

Chandler does not charge fees on funds held in vehicles not directly under our management, including Local Government Investment Pools and internally managed liquid funds.

Our proposed fee schedule is all-inclusive for the services that Chandler provides, including technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, and educational offerings for your staff, as well as the investment management and treasury management support services described herein in Chandler’s proposal.

Our fee schedule does not include charges that the City would incur for third-party custodial services, as we are not a provider of those services.

An example of the fees assessed to the City at different asset levels according to the above proposed tiered fee schedule is as follows:

Total Assets Under Management Annual Fee in Basis Points Annual Fee in $ dollars $25 million 10.0 $25,000
$50 million 9.0 $45,000
$75 million 8.0 $60,000
$100 million 7.5 $75,000
Chandler does not anticipate any additional fees besides those listed in the fees and compensation section above. There are no startup costs, management costs, transaction fees, or any additional software or services required to implement Chandler’s full suite of services as an investment adviser. 1-,Ja CHANDLER " '·· ASSET MANAGEMENT
Chandler Asset Management
Appendices
Appendix A
Form ADV, Parts 1 and 2
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FORM ADV

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING

ADVISERS
Primary Business Name: CHANDLER ASSET MANAGEMENT INC CRD Number: 107287 Other-Than-Annual Amendment - All Sections Rev. 10/2021 WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.

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

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

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

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

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

D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-44378 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:

CIK Number
1665018
E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 107287 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
(2) If you have additional CRD Numbers, your additional CRD numbers:

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

Number and Street 1:
6225 LUSK BOULEVARD
Number and Street 2:

City:

SAN DIEGO
State:

California
Country:

United States
ZIP+4/Postal Code:
92121-2796
If this address is a private residence, check this box:

List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list □
I I
I I
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Monday - Friday Other:

Normal business hours at this location:
6:00 AM TO 5:00 PM
(3) Telephone number at this location:
858.546.3737
(4) Facsimile number at this location, if any:
858.546.3741
(5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year? 6 G. Mailing address, if different from your principal office and place of business address:

Number and Street 1: Number and Street 2:

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

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

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

1.F.:

Number and Street 1: Number and Street 2:

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

Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?
If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address.

Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content.

Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.

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

Name:

JOSEPH R. KOLINSKY
Other titles, if any:

CHIEF COMPLIANCE OFFICER
Telephone number:
858.546.3737
Facsimile number, if any:
858.546.3741
Number and Street 1:
6225 LUSK BOULEVARD
Number and Street 2:

City:

SAN DIEGO
State:

California
Country:

United States
ZIP+4/Postal Code:
92121-2796
Electronic mail (e-mail) address, if Chief Compliance Officer has one:

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

Name:

IRS Employer Identification Number:

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

Name: Titles:
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Telephone number:
858.546.3737
Facsimile number, if any:
858.546.3741
Number and Street 1:
6225 LUSK BOULEVARD
Number and Street 2:

City:

SAN DIEGO
State:

California
Country:

United States
ZIP+4/Postal Code:
92121-2796
Electronic mail (e-mail) address, if contact person has one:

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

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

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

P. Provide your Legal Entity Identifier if you have one:
254900E9BJWINIZ90E91
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.

SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
7250 REDWOOD BOULEVARD
Number and Street 2:

SUITE 300
City:

NOVATO
State:

California
Country:

United States
ZIP+4/Postal Code:
94945
0 0
0 @ 0
0 @
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Telephone Number:
415.798.5586
Facsimile Number, if any:
858.546.3741
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
3445 TELEGRAPH ROAD
Number and Street 2:

SUITE 200
City:

VENTURA
State:

California
Country:

United States
ZIP+4/Postal Code:
93003
If this address is a private residence, check this box:

Telephone Number:
800-317-4747
Facsimile Number, if any:
858-546-3741
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
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Number and Street 1:
2121 N. CALIFORNIA BLVD
Number and Street 2:

SUITE 290
City:

WALNUT CREEK
State:

California
Country:

United States
ZIP+4/Postal Code:
94596
If this address is a private residence, check this box:

Telephone Number:
800-317-4747
Facsimile Number, if any:

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 2 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

Number and Street 1:
1875 LAWRENCE STREET
Number and Street 2:

SUITE 920
City:

DENVER
State:

Colorado
Country:

United States
ZIP+4/Postal Code:
80202
If this address is a private residence, check this box:

Telephone Number:
800.317.4747
Facsimile Number, if any:
303.295.0513
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 3 □
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(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

Number and Street 1:
801 INTERNATIONAL PARKWAY
Number and Street 2:

SUITE 500
City:

LAKE MARY
State:

Florida
Country:

United States
ZIP+4/Postal Code:
32746
If this address is a private residence, check this box:

Telephone Number:
407-739-8797
Facsimile Number, if any:

Number and Street 1:
701 5TH AVENUE
Number and Street 2:

SUITE 4200
City:

SEATTLE
State:

Washington
Country:

United States
ZIP+4/Postal Code:
98104
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Telephone Number:
206-388-5760
Facsimile Number, if any:
206-489-5611
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

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

Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.CHANDLERASSET.COM Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.LINKEDIN.COM/COMPANY/911143/ Address of Website/Account on Publicly Available Social Media Platform: https://www.youtube.com/channel/UCIUGGxVg75mCArkBSkyWRRw SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section 1.L. for each location.

Name of entity where books and records are kept:

CORODATA
Number and Street 1:
12370 KERRAN STREET
Number and Street 2:

City:

POWAY
State:

California
Country:

United States
ZIP+4/Postal Code:
92064
If this address is a private residence, check this box:

Telephone Number:
858.748.7202
Facsimile number, if any:
858.748.9506
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 8/42 This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

BROKERAGE CONFIRMS OLDER THAN 2 YEARS, CLIENT STATEMENTS, CLOSED ACCOUNT FILES, AND ARCHIVED ACCOUNTS PAYABLE RECORDS.

Name of entity where books and records are kept:

SALESFORCE
Number and Street 1:
415 MISSION STREET
Number and Street 2:
3RD FLOOR
City:

SAN FRANCISCO
State:

California
Country:

United States
ZIP+4/Postal Code:
94105
If this address is a private residence, check this box:

Telephone Number:
8006676389
Facsimile number, if any:

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

Briefly describe the books and records kept at this location.

CLIENT, VENDORS, AND PROSPECTS CONTACT DATA & CORRESPONDING CLIENT SERVICES DATA Name of entity where books and records are kept:

SCHWAB COMPLIANCE TECHOLOGIES
Number and Street 1:
150 SOUTH WACKER DRIVE
Number and Street 2:

SUITE 200
City:

CHICAGO
State:

Illinois
Country:

United States
ZIP+4/Postal Code:
60606
If this address is a private residence, check this box:

Telephone Number:
877-553-1961
Facsimile number, if any:

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

Briefly describe the books and records kept at this location.

COMPLIANCE DOCUMENTATION AND OUR COMPLIANCE CALENDAR
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ROCKETDOCS
Number and Street 1:
509 SOUTH EXETER STREET
Number and Street 2:

SUITE 306
City:

BALTIMORE
State:

Maryland
Country:

United States
ZIP+4/Postal Code:
21202
If this address is a private residence, check this box:

Telephone Number:
4104031189
Facsimile number, if any:

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

Briefly describe the books and records kept at this location.

RFP AND PROPOSAL DATA
Name of entity where books and records are kept:

SMARSH
Number and Street 1:
110 WILLIAM STREET
Number and Street 2:

SUITE 1804
City:

NEW YORK
State:

New York
Country:

United States
ZIP+4/Postal Code:
10038
If this address is a private residence, check this box:

Telephone Number:
866-762-7741
Facsimile number, if any:

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

Briefly describe the books and records kept at this location.

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

A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item

2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items.

You (the adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; (2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.
(3) Reserved
(4) have your principal office and place of business outside the United States; (5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;
(6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management;
(7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);
(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. (9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A.(9) of Schedule D. (10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(10) of Schedule D. (11) are an Internet adviser relying on rule 203A-2(e); (12) have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. (13) are no longer eligible to remain registered with the SEC.

State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 11/42 Jurisdictions
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
WY
If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).

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

Name of Registered Investment Adviser
CRD Number of Registered Investment Adviser
SEC Number of Registered Investment Adviser
-
SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations:

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

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

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

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

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

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

If you are submitting your annual updating amendment, you must make this representation:
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 12/42 Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.

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

Application Number:
803-
Date of order:
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 13/42 Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.

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

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

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

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

If you are changing your response to this Item, see Part 1A Instruction 4. 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 14/42 Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.B. and Section 4 of Schedule D.

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

SECTION 4 Successions
No Information Filed
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 15/42 Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.

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

A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 37 B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 16 (2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 0 (3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?
16 (4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 0 (6) Approximately how many firms or other persons solicit advisory clients on your behalf? 0 In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.

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

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

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

Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1).

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

If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 16/42 Type of Client (1) Number
of Client(s)
(2) Fewer
than 5 Clients
(3) Amount of Regulatory
Assets under Management
(a) Individuals (other than high net worth individuals) 488 $ 258,776,307 (b) High net worth individuals 190 $ 130,594,110
(c) Banking or thrift institutions 1 $ 560,291
(d) Investment companies 0 $ 0
(e) Business development companies 0 $ 0
(f) Pooled investment vehicles (other than investment
companies and business development companies)
0 $ 0
(g) Pension and profit sharing plans (but not the plan
participants or government pension plans)
2 $ 16,942,771
(h) Charitable organizations 17 $ 153,925,425
(i) State or municipal government entities (including
government pension plans)
176 $ 20,821,151,657
(j) Other investment advisers 0 $ 0
(k) Insurance companies 0 $ 0
(l) Sovereign wealth funds and foreign official institutions 0 $ 0 (m) Corporations or other businesses not listed above 14 $ 53,012,046 (n) Other: HOSPITALS 9 $ 4,350,011,360
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify):

Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? (2) If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $ 21,726,632,304 (d) 1,048
Non-Discretionary: (b) $ 4,058,341,663 (e) 74
Total: (c) $ 25,784,973,967 (f) 1,122
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.
(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States persons?
$ 0
Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services
(2) Portfolio management for individuals and/or small businesses (3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) (4) Portfolio management for pooled investment vehicles (other than investment companies) □
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(6) Pension consulting services
(7) Selection of other advisers (including private fund managers) (8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other(specify): CONSULTING
Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D.

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

Yes No
I. (1) Do you participate in a wrap fee program?
(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$ 0
(b) portfolio manager for a wrap fee program?
$ 173,592,459
(c) sponsor to and portfolio manager for the same wrap fee program? $ 0
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).

If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section

5.I.(2) of Schedule D.

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

Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?
K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?
If yes, complete Section 5.K.(1) of Schedule D.
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 18/42 (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian.

L. Marketing Activities
Yes No
(1) Do any of your advertisements include:
(a) Performance results?
(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?
(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials, endorsements, or third-party ratings? (3) Do any of your advertisements include hypothetical performance ? (4) Do any of your advertisements include predecessor performance ? SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule D Section 5.I.(2) for each wrap fee program for which you are a portfolio manager.

Name of Wrap Fee Program

MANAGED ACCOUNTS SELECT
Name of Sponsor
CHARLES SCHWAB & CO., INC.

Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 29938
Sponsor's CRD Number (if any):
5393
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SEPARATELY MANAGED ACCOUNTS (SMA) PROGRAM
Name of Sponsor

ENVESTNET PMC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 57260
Sponsor's CRD Number (if any):
111694
Name of Wrap Fee Program
UNIFIED MANAGED ACCOUNTS ("UMA") PROGRAM
Name of Sponsor

ENVESTNET PMC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 57260
Sponsor's CRD Number (if any):
111694
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).

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

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

End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment .

Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.

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

Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a) Asset Type Mid-year End of
year
(i) Exchange-Traded Equity Securities 0 % 0 %
(ii) Non Exchange-Traded Equity Securities 0 % 0 %
(iii) U.S. Government/Agency Bonds 57 % 57 %
(iv) U.S. State and Local Bonds 0 % 0 %
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 20/42 (v) Sovereign Bonds 0 % 0 %
(vi) Investment Grade Corporate Bonds 18 % 19 %
(vii) Non-Investment Grade Corporate Bonds 1 % 1 %
(viii) Derivatives 0 % 0 %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies 11 % 11 % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
1 % 1 %
(xi) Cash and Cash Equivalents 5 % 4 %
(xii) Other 7 % 8 %
Generally describe any assets included in "Other"

MORTGAGE-BACKED SECURITIES (MBS), ASSET-BACKED SECURITIES (ABS), COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) AND

SUPRANATIONALS
(b) Asset Type End of
year
(i) Exchange-Traded Equity Securities %
(ii) Non Exchange-Traded Equity Securities %
(iii) U.S. Government/Agency Bonds %
(iv) U.S. State and Local Bonds %
(v) Sovereign Bonds %
(vi) Investment Grade Corporate Bonds %
(vii) Non-Investment Grade Corporate Bonds %
(viii) Derivatives %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
%
(xi) Cash and Cash Equivalents %
(xii) Other %
Generally describe any assets included in "Other"
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).
(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment.

Mid-year is the date six months before the end of year date.

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

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

In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f). 0 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 21/42 You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year
Gross Notional
Exposure
(1)
Regulatory
Assets Under
Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year
Gross Notional
Exposure
(1)
Regulatory
Assets Under
Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

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

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

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

Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10% $ $
10-149% $ $
150% or more $ $
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 22/42 Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise.

SECTION 5.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under management.
(a) Legal name of custodian:

THE BANK OF NEW YORK MELLON CORPORATION
(b) Primary business name of custodian:

BNY MELLON
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

JACKSONVILLE
State:

Florida
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
WFLLPEPC7FZXENRZV188
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 5,271,539,996
(a) Legal name of custodian:

WELLS FARGO BANK N.A.0
(b) Primary business name of custodian:

WELLS FARGO
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

MINNEAPOLIS
State:

Minnesota
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
PBLD0EJDB5FWOLXP3B76
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 6,729,059,045
(a) Legal name of custodian:

U.S. BANK, NA
(b) Primary business name of custodian:

US BANK, NA
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

CINCINNATI
State:

Ohio
Country:

United States
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 23/42 Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
6BYL5QZYBDK8S7L73M02
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 10,685,111,817
0 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 24/42 Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.

A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank) (8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):

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

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

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

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

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

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

If you engage in that business under a different name, provide that name:
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 25/42 Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.

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

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

Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser.

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

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

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

SECTION 7.A. Financial Industry Affiliations
No Information Filed
Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or □
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 26/42

7.B.(2) of Schedule D using the same code or designation in place of the fund's name.

SECTION 7.B.(1) Private Fund Reporting
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 27/42 Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.

Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.

Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? (3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No (1) securities to be bought or sold for a client's account? (2) amount of securities to be bought or sold for a client's account? (3) broker or dealer to be used for a purchase or sale of securities for a client's account? (4) commission rates to be paid to a broker or dealer for a client's securities transactions? D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E. Do you or any related person recommend brokers or dealers to clients? F. If you answer "yes" to E. above, are any of the brokers or dealers related persons? G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934? H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.

In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. 0 ©
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 28/42 Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices.

A. (1) Do you have custody of any advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).

B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':

Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools. (3) An independent public accountant conducts an annual surprise examination of client funds and securities. (4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities.

If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).

D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients?
Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. 0 0
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 29/42 E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced:

F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? 22 SECTION 9.C. Independent Public Accountant
No Information Filed
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 30/42 Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D.

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 31/42 Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2),

11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?
0 G
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- ---- --
0 . 0 G
0 .
0 G
0 .
0 .

G
0 .
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0 G
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 32/42 E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)? (3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority? (2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?
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4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 33/42 Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year? .
.
0 0
0 0
0 0
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0 0
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 34/42 Schedule A
Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions; (b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital; (d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.

3. Do you have any indirect owners to be reported on Schedule B? Yes No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals:

Last Name, First Name, Middle
Name)
DE/FE/I Title or Status Date Title or
Status Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S.

No. and Date of Birth,
IRS Tax No. or Employer
ID No.

CASSELL, MARTIN, DAYLE I CEO 01/2008 C Y N 4330905
CHANDLER, MARY, CATHERINE I DIRECTOR 07/1993 NA Y N 2276868 DRAGOO, NICOLE, MARIE I PRESIDENT 04/2021 NA Y N 4263078

SCHMITT, JAYSON I CO-CHIEF

INVESTMENT

OFFICER
01/2022 NA Y N 4892847

PIORKOWSKI, TED, JAMES I SENIOR PORTFOLIO

MANAGER
01/2007 NA N N 1857510

CHANDLER ASSET MANAGEMENT,
INC. EMPLOYEE STOCK OWNERSHIP

PLAN & TRUST
DE SHAREHOLDER 07/2017 D Y N 81-2142236

KOLINSKY, JOSEPH, ROBERT I CHIEF COMPLIANCE

OFFICER
04/2021 NA N N 2250653

DENNEHY, WILLIAM I CO-CHIEF

INVESTMENT

OFFICER
01/2022 NA N N 2397527

PRICKETT, SCOTT, DAVID I CO-CHIEF

INVESTMENT

OFFICER
01/2022 NA N N 1901448

TAUBER, RYAN, EDWARD I MANAGING

DIRECTOR OF

BUSINESS

DEVELOPMENT
07/2020 NA N N 4007762
@ 0
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 35/42 Schedule B
Indirect Owners

1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.

2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.

3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.

5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)

FULL LEGAL NAME
(Individuals: Last Name,
First Name, Middle Name)
DE/FE/I Entity in Which Interest is
Owned
Status Date
Status
Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If
None: S.S. No.
and Date of
Birth, IRS Tax
No. or
Employer ID
No.

PRUDENT FIDUCIARY

SERVICES

DE CHANDLER ASSET
MANAGEMENT, INC. EMPLOYEE

STOCK OWNERSHIP PLAN &
TRUST

ESOP TRUST

ADMINISTRATOR
10/2021 F N N 82-1818132
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 36/42 Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.

Chandler's soft dollar policy prohibits us from entering into third party soft dollar arrangements, please see our Part 2A for additional disclosures. On December 3, 2021, Chandler Asset Management's Employee Stock Ownership Plan (“ESOP”) closed on its purchase of the remaining interest held in the firm owned by the firm's Founder, Kay Chandler. As a result of this purchase, the firm's ESOP now owns 68% of Chandler Asset Management Inc. The firm's Chief Executive Officer, Martin Cassell, continues to hold a 25% interest in the firm, and remaining 7% of the company continues to be held by senior level employees. Kay Chandler will continue as a Director on the firm's Board. As the firm has continued to grow, Chandler's Board of Directors made the decision to outsource the responsibility of Trustee of the company's ESOP to an independent third party, Prudent Fiduciary Services (“Prudent”). Prudent's sole responsibility is to oversee the ESOP trust on behalf of Chandler employee participants. Prudent serves at the discretion of the Board of Directors who retains all authority over the day-to-day management of the firm. On December 31, 2021, Martin Cassell relinquished his title of Chandler's Chief Investment Officer. He does, however, maintain his title of CEO. Jayson Schmitt, William Dennehy, and Scott Prickett have been promoted from their Deputy CIO positions to Co-Chief Investment Officers of Chandler Asset Management Inc. Chandler has issued a press release pertaining to these promotions, which can be found on Chandler's website, www.chandlerasset.com .
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 37/42 Schedule R
No Information Filed
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 38/42 DRP Pages

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 39/42 Part 2
Exemption from brochure delivery requirements for SEC-registered advisers SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure.

Yes No
Are you exempt from delivering a brochure to all of your clients under these rules? If no, complete the ADV Part 2 filing below.

Amend, retire or file new brochures:

Brochure ID Brochure Name Brochure Type(s) Action
365778 CHANDLER ASSET MANAGEMENT INC.

FORM ADV PART 2A AS OF MARCH 2022
Individuals, High net worth individuals, Pension
plans/profit sharing plans, Foundations/charities,
Government/municipal, Other institutional, Wrap
program
No Change
0 @

I I I I I
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 40/42 Part 3
CRS Type(s) Affiliate Info Retire
Investment Adviser I
4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 41/42 Execution Pages

DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.

Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.

Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature:

MARTIN CASSELL
Date: MM/DD/YYYY
04/12/2022
Printed Name:

MARTIN CASSELL
Title:

CEO
Adviser CRD Number:
107287

NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.

1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing.

2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.

3. Non-Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] https://crd.finra.org/Iad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 42/42 © 2022 FINRA. All rights reserved. FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc. Privacy Legal Terms & Conditions office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents.

Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

Signature: Date: MM/DD/YYYY
Printed Name: Title:

Adviser CRD Number:
107287

Page 1 of 26 ends

San Rafael City CouncilNovember 7, 2022

San Rafael City Council
November 7, 2022