AMENDMENT NO. 5
AGREEMENT FOR PROFESSIONAL SERVICES
INVESTMENT MANAGEMENT SERVICES
This Amendment No. 5 to the Agreement for Professional Services is made and entered into July 1, 2025, by and between U.S. Bancorp Asset Management , Inc., a Delaware Corporation with an office in Harrisburg, Pennsylvania (“Contractor”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, on June 19, 2018, the City and the PFM Asset Management LLC, predecessor to Contractor (“PFM”) entered into an Agreement for Professional Services concerning investment management services (the “Agreement”); and
WHEREAS, on June 19, 2019, the City and the PFM made and entered into Amendment No. 1 for an additional term of one (1) year; and WHEREAS, on June 19, 2021, the City and the PFM made and entered into Amendment No. 2 for an additional term of two (2) years; and WHEREAS, on June 19, 2023, the City and the PFM made and entered into Amendment No. 3 for an additional term of one (1) year; and WHEREAS, on June 19, 2024, the City and the PFM made and entered into Amendment No. 4 for an additional term of one (1) year; and
WHEREAS, the City held a request for proposal process and Contractor, through its PFM Asset Management division, is selected to perform investment management services; and
WHEREAS, the City continues to not have available employees to perform the specialized services outlined in the Agreement; and
WHEREAS, the City desires to engage the Contractor to provide these investment management services by reason of its qualifications and experience for performing such services and Contractor has offered to provide the required services on the terms and in the manner set forth in the original Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General. 2.01. Term and Termination. The term of this Amendment is one (1) year, beginning on the date first written above. Following evaluation by the City at the end of the term, this Amendment may be extended up to two one- year terms upon mutual consent of the parties. This Amendment may be terminated for breach of the terms or conditions listed in the original Agreement, or because of discovery of any act which violates local, state, or federal law. Termination for breach is effective fourteen (14) days after deposit of notice as specified in the original Agreement. This Amendment may also be terminated for convenience.
Termination is effective thirty (30) days after notice.
The parties agree that Exhibit B – Insurance shall be deleted and restated in its entirety and that deletions from the original Agreement shall be shown in bold and strikethrough and additions to the original Agreement shall be shown in bold and underlined.
All other terms and conditions of the original Agreement dated June 19, 2018, remain the same.
IN WITNESS WHEREOF, this Agreement is executed by the parties on the date first written above.
U.S. ASSET MANAGEMENT, INC.
a Delaware Corporation
MONIQUE SPYKE
Managing Director
CITY OF SANTA MARIA
a California Municipal Corporation
REBECCA CAMPBELL
Director of Finance
ATTEST:
Donna G. Schwartz
Chief Deputy City Clerk
AMENDED AND RESTATED
EXHIBIT B INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of this agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his/her agents, representatives, or employees. If the Contractor maintains broader coverage and/or higher limits than the minimum shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor.
A. Minimum Scope of Insurance Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 0001, any auto (Code 1), or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Contractor’s profession. Architects' and engineers' coverage is to be endorsed to include contractual liability
B. Minimum Limits of Insurance
Contractor shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (SO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Worker's Compensation: Statutory limits.
4. Employee's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-Insured Retentions
Self-insured retentions must be the sole responsibility of the Contractor to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related Investigations, claims administration and defense expenses within the retention.
D. Other Insurance Provisions
The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the Contractor's required General Liability and Automobile Liability insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3. The required General Liability, Automobile Liability, and Workers’ Compensation Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except with notice stating the title of this contract to the City. The Contractor agrees that during the term of this Agreement, it shall not reduce any insurance coverages relied on by the City in executing and delivering this Agreement. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Contractor hereby grants to City a waiver of any right to subrogation under the required General Liability, Automobile Liability, and Workers’ Compensation (except with respect to its errors and omissions policy) which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has r eceived a waiver of subrogation endorsement from the insurer.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A- (minus):VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience. insurer, coverage, or other special circumstances.