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HomeMy WebLinkAbout259853 WELLS FARGO BANK MINNESOTA - CONTRACT - RFP - P807 INVESTMENT SAFEKEEPING AND CUSTODIAL SERVICESMASTER CUSTODYAGREEMENT THIS CUSTODY AGREEMENT is made by and between City of Fort Collins, Colorado (herein Owner) and Fells Fargo Bank Minnesota, National Association (herein Custodian), on the Say of December, 2001. WHEREAS, the Owner desires to engage the services of the Custodian to act on its behalf in providing custodial services for certain assets under the Owner's management or the management of qualified investment managers as designated by the Owner, WHEREAS, the Custodian is willing to act as the Owner's custodian to provide these services for the Owner, NOW, THEREFORE, the parties hereto agree as follows: 1. Services to be Provided by Custodian. The Custodian shall: a. Open and maintain a custody account in the name of the Owner and uphold in such account all cash and securities initially deposited plus any additional cash and securities that may be received from time to time for the account. b. Act upon written direction from the Owner or from one or more investment managers duly appointed in writing by the Owner. c. Settle securities transactions for the account with brokers or others in accordance with the Owner's or investment manager's written direction. d. Issue advices to Owner's duly appointed investment managers setting forth particulars of purchases, sales, receipts, deliveries and principal collection. e. Be responsible for the collection of all investment income relating to the assets in the account. f. Present for payment all maturing securities or any securities called for redemption and collect proceeds therefrom. g. Deliver cash or securities in such manner as the Owner may direct in writing. h. Deliver proxy materials for securities held in the account as the Owner may direct in writing. 4. Termination ofAny Security Loan A loan may be terminated by the Bank or the Borrower at any time pursuant to the Borrower Securities Loan Agreement covering the loan. Unless otherwise agreed to, Participant may request the Bank to terminate any loan of securities for any reason at any time. Upon such loan termination, the Bank will take delivery or receive through a Clearing Organization the securities to be returned. The Bank will return to the Borrower directly or through the Clearing Organization the collateral securing the loan. Borrower Securities Loan Agreements provide for return of corporate securities not later than the third business day following loan termination notice and in the case of government securities not later than the next business day following loan termination notice. Notwithstanding the foregoing, Bank will have a reasonable time after receiving Participant's request to terminate any loan to liquidate cash collateral investments prior to terminating the loan. 5. Portfolio Investment Activity and Corporate Actions In Regard to Loaned Securities A Participant Account is entitled to all cash dividends, stock dividends, stock splits, rights of distribution, conversion privileges, tender and exchange offers, and similar corporate actions with respect to any loaned securities as if the securities had not been loaned. During any period when securities are loaned, the Participant waives its right to vote such securities. Participant may regain right to vote securities by causing a timely termination of a loan in advance of the record date established for determining stockholder entitlement to vote. Any securities of the portfolio that are on loan may be sold by the Participant's investment manager or fiduciary at any time. The Bank must receive notice on trade date from the proper party advising the Bank of any sale. Upon such notice, the Bank will initiate action to terminate the loan of the securities sold. If such notice is not received by the Bank, the Bank assumes no liability for the failure of the transaction to settle on contractual settlement date. 6. Recordkeepinr and Reporting The Bank will keep security loan records separate from a Participant's custodial or fiduciary portfolio records. Income from each loan will be credited to a Participant's Account once a month. The Participant shall receive a detailed report monthly which shall include all loan activity, Borrowers to whom loans were made and income earned. 7. Fees Income from the Securities Lending Program is generated by fees paid by the Borrowers and income from investment of cash collateral. All cash collateral is pooled for investment purposes. In acting as Agent for the Participant, the Bank will receive 40% on the net earnings from each loan and the Participant will receive 60%. The fees will be calculated monthly and the Bank's fee will be withheld from the remittance to the Participant or the Account. 3 8. Risk ofLoss Participant assumes all risk of loss arising out of Borrower defaults on return of lent securities, collateral deficiencies or collateral investment loss. If the borrower defaults on return, as provided in the Borrower Securities Loan Agreement, of a lent security, the Participant or Bank, if authorized, may purchase securities identical to the borrowed securities (or their equivalent in the event of reorganization, recapitalization or merger of the issuer of the borrowed security) and may apply the collateral to the payment of the purchase price, expenses and other obligations under the Borrower Securities Loan Agreement. The Bank assumes the risk of loss arising from negligent and fraudulent operation of its Securities Lending Program. 9. Termination This Agreement may be terminated at any time by either Participant or the Bank upon 60 days written notice to the other. Upon delivery of such notice and upon mutual agreement, either party may waive all or part of the Notice period and the Bank will terminate loans from Participant's Account in accordance with Borrower Security Loan Agreements. 10. Notices Notice to Participant regarding this contract shall be directed and mailed as follows: City Clerk City of Fort Collins P. O. Box 580 Fort Collins, CO 80522-0580 Phone: (970) 221-6515 With copy to: Alan Krcmarik, Finance Director City of Fort Collins P. O. Box 580 Fort Collins, CO 80522-0580 Phone: (970) 221-6788 Notice to the Agent shall be directed and mailed as follows: Wells Fargo Bank Minnesota N.A. Institutional Investments, Securities Lending Wells Fargo Center MAC N9305-090 Sixth Street and Marquette Avenue Minneapolis, MN 55479 ATTN: Robert G. Smith, Managing Director 11. Section Headines The headings of sections in this Agreement are inserted for convenience of reference and shall not be deemed to be a part of or used in the construction of this Agreement. 4 12. Governine Law This Agreement and all transactions hereunder shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Colorado. 13. Successors and Assigns This Agreement shall be binding on the successors and assigns of the parties. 14. Effective Date This Securities Lending Agreement shall be effective on the 2nd day of January, 2002. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. PARTICIPANT THE CITY OF FORT n COLLINS, COLORADO By: Q n1. �L�� John . Fischbach City Manager Bygofes G oA- ` �C i B. O'Neill II, CPPO, FNIGP DirPurchasing & Risk Management DATE: / Z OJ ATTEST: ��// _ /tr l L City Clerk t,e k �w�l APPRO D AS TP FORM: Assistant City Attorney AGENT WELLS FARGO BANK MINNESOTA, N.A. By \ Its V t � 6SAA City of Fort Collins Account Name: Account Number(s): Administrative Services Finance Administration AUTHORIZED SIGNATURE LIST City of Fort Collins, Colorado Date: November 29, 2001 Name and Title Money Movement Trade Authorization Signature Alan J. Krcmarik, Financial Officer Yes, unlimited Yes, unlimited / ft w� Sherrie E. Temple, Assistant Finance Director Yes, Unlimited $ amount for repetitive wires. Call back required for all non -repetitive wires. Yes, unlimited Julie A. Depperman Financial Analyst Yes, Unlimited $ amount for repetitive wires. Call back required for all non -repetitive wires. Yes, unlimited The 3 signatures written above are the signatures of the persons holding the position(s) indicated. (insert number) (Authorized Official) City of Fort Collins. Colorado (Name of Company/Institution) November 29, 2001 Date WELD FARGO 215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6788 • FAX (970) 221-6782 Administrative Services Finance Administration City of Fort Collins APPOINTING WELLS FARGO BANK MINNESOTA, N.A. AS CUSTODIAN Wells Fargo Bank, Minnesota. N.A. is hereby designated as a depository for the funds of the City of Fort Collins, Colorado (the "City"), and any officer or other person hereinafter named is hereby authorized for and on behalf of the City to open or continue an account or accounts with said Bank, and to execute and deliver to said Bank signature cards or cards containing specimen signatures of officers or other persons hereinafter named, and that any officer or person hereinafter named is hereby authorized for and on behalf of the City to endorse or cause to be endorsed and to deposit or cause to be deposited in such account or accounts from time to time checks, drafts and other instruments and funds payable to or held by the City. Checks, drafts and other withdrawal orders and other directions and instructions of any character with respect to funds of this corporation now or hereafter with said Bank may be signed by any one of the following (see money movement limitations on the "Authorized Signature Lisf'): Alan J. Krcmarik Financial Officer Sherrie E. Temple , Assistant Finance Director Julie A Depperman Financial Analyst and said Bank is hereby fully authorized to pay and charge to such account or accounts any checks, drafts and other withdrawal orders so signed, and to honor any directions or instructions so signed, for the benefit of the City. Bank shall be entitled to rely upon a signed copy of this document until written notice of modification of rescission has been furnished to and received by said Bank. Authorized Signature �% 2G'Ol Date 215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6788 • FAX (970) 221-6782 Citv of Fort Collins Administrative Services Finance Administration INSTITUTIONAL TRUST AND CUSTODY DISCLOSURE AGREEMENT FOR AGENCY AND CUSTODY ACCOUNTS THIS AGREEMENT is entered into between Wells Fargo Bank Minnesota, N.A. (the "Bank") and City of Fort Collins, Colorado, (the "Company/Institution" or "you" ) as of the 1st day of January, 2002 in consideration for custody services provided by the Bank . SHAREHOLDER COMMUNICATIONS ACT The Securities and Exchange Commission adopted the Beneficial Owner Information Disclosure Rule 14b-l(c) ("Rule") in 1986 permitting direct communications between a company that issues securities and the shareholder. The Rule directs holders of securities in nominee name, like the Bank as trustee or custodian, to determine whether you authorize us to provide your name, address, and share position to requesting companies whose stock you own. Your consent or objection will apply to all securities we hold for you now and in the future. For your protection, the Rule prohibits the requesting company from using your name and address for any purpose other than corporate communications. Please complete the authorization below by checking one of the alternatives. Unless you have specifically communicated your objection, the Bank must disclose the requested data. X_ You are eauthozed positions to release my name, address, You are = authorized to release my name, and share positions. address, and share positions. FACSIMILE / ELECTRONIC MAIL TRANSMISSION The Company/Institution hereby directs the Bank to accept: Facsimile (FAX) transmission instructions from authorized individuals of the Company/Institution. The ❑ X Company/Institution authorizes the Bank to act on written instructions conveyed by facsimile transmission, notwithstanding the fact that such instructions do not bear an original authorized signature, provided the instructions acted upon: (i) appear to be signed by a person entitled to give binding instruction to the Bank, and (ii) are consistent with the established authority of such person. This authorization shall continue in effect until revoked or amended in writing delivered to the Bank. To the extent that the Bank acts within the scope of this authorization, the Company/Institution expressly relieves the Bank from and indemnifies the Bank against any liability that may directly or indirectly arise as a result of the Bank's action or inaction based on such facsimile transmission. Electronic mail (E-mail) transmission instructions from authorized individuals of the Company/Institution. The FTICompany/Institution authorizes the Bank to act on written instructions conveyed by e-mail, notwithstanding the fact that such instructions do not bear an authorized signature, provided the instructions acted upon: (i) appear to have been sent from the computer of a person entitled to give binding instruction to the Bank, and (ii) are consistent with the established authority of such person. The Company/Institution acknowledges that information sent via e-mail may be less confidential than information sent by other methods. The Bank shall not be liable for any loss of the confidentiality of information sent by e-mail prior to its reception. This authorization shall continue in effect until revoked or amended in writing delivered to the Bank. To the extent that the Bank acts within the scope of this authorization, the Company/Institution expressly relieves the Bank from and indemnifies the Bank against any liability that may directly or indirectly arise as a result of the Bank's actions or inaction based on such e-mail transmission. ► LH -J�Lg Page 1 of 4 215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6788 • FAX (970) 221-6782 r A �y9� 5 -t;� L 7 'a fi he Company/Institution hereby instructs the Bank that proxy statements received regarding the securities held should be )rwarded as designated below for voting: Investment Manager will vote proxies. 19 Company/Institution will vote proxies. CLASS ACTION Wells Fargo Bank Minnesota, National Association is hereby instructed that class action notices received regarding the securities held should be forwarded as designated below for filing: Investment Manager will file class actions. Client will file class actions. ❑ Bank will file class actions. MUTUAL FUND REINVESTMENT OPTIONS The Company/Institution hereby instructs the Bank to treat mutual fund dividends and capital gains the following manner: 171 Dividends are to be reinvested. ❑ Dividends are to be paid in cash. Capital gains are to be reinvested. Capital gains are to be paid in cash. Vil N M NIZO VA zrer'*11 Page 2 of 4 ACCOUNT DIRECTION FOR SECURITY DISPOSITION Does the account (s) require that tax lots be maintained? YF1es. Select method for which tax lots will be sold: ❑ No — Average cost will be used for this account (s). FI — First in, first out HI — Highest federal tax cost LI — Last in, first out LO — Lowest federal tax cost MA — Maximize gain (lowest federal tax cost — short term) MI — Minimize gain (highest federal tax cost — long term) SP — Specify the tax lots to be sold WELLS FARW Page 3 of 4 SECURITY ADVICES Federal regulations (12 CFR 12.4 and 12.5) require that we inform you of your right to receive notification of details on security transactions that have, upon your direction, been effected by the Bank (i.e., where the Bank places the order). The Bank can comply by forwarding to you, at no charge, copies of each trade confirmation or, in lieu thereof, periodic written notification of the details that would have been included in such confirmations. However, because you already receive details of transaction in your periodic statement, you may wish to avoid receiving duplicate information. Please indicate your preference by checking one of the alternatives below. ❑ Please provide copies of confirmations or written notifications on all trades placed by the Bank on behalf of the Company. X❑ WAIVER OF NOTIFICATION. Please do not provide a separate notification of each trade execution. We understand that the details of the trade will be reflected on the standard reports provided by the Bank. The undersigned individuals represent that they are duly authorized and empowered to take action on behalf of the Company/Institution and the Bank, respectively, and acknowledge that they execute this Acceptance to signify their agreement to the terms and conditions specified herein. City of Fort Collins, Colorado , Company/Institution Wells Fargo Bank Minnesota, N.A., the Bank By: Its: Financial Officer _ Its: Vl �fdtlf" mwu t 1 Date: jeere Page 4 of 4 City of Fort Collins Administrative Services Finance Administration Account:, ,j Account Name: City of Fort Collins, Colorado Account Number: XXXXXXXXX (the "Account") You are hereby directed to invest, as indicated below or as I shall further direct from time to time, all cash balances in the above referenced account(s) in the following money market fund: Check one: (X) Wells Fargo Cash Investment MM Fund ( ) Wells Fargo Government MM Fund ( ) Wells Fargo National Tax -Free MM Fund ( ) Wells Fargo 100% Treasury Fund ( ) Wells Fargo Treasury Plus Fund I acknowledge that I have received, at my request, and reviewed the fund prospectus for the fund selected and have determined that such fund is an appropriate investment vehicle for the account. I understand from reading the prospectus for the Wells Fargo Funds that Wells Fargo Funds Management, LLC. serves as investment advisor and Wells Fargo Bank Minnesota, N.A., serves as custodian. I also understand that Wells Fargo Bank, N.A. will be paid, and certain of its affiliates may be paid, fees for services to the Wells Fargo Funds and that those fees are described in the prospectus. I understand that investments in any such fund are not obligations of, or endorsed or guaranteed by, Wells Fargo Bank or its affiliates and are not insured by the Federal Deposit Insurance Corporation. I understand that you may not exclude amounts invested in the above funds from Account assets subject to fees under the Account agreement between us. I acknowledge that I have full power to direct investments of the Account(s). I understand that I may change this direction at any time and that it shall continue in effect until revoked or modified by me by written notice to you. Signature (Authorized Representative) Date Signature (Authorized Representative) Date 215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6788 • FAX (970) 221-6782 2. Powers of the Custodian. The Custodian is authorized and empowered to: a. Hold assets in the nominee selected by the Custodian or such other nominee name as the Owner may direct in writing. b. Employ agents other than persons on its regular payroll and delegate to them such ministerial and other nondiscretionary duties as it sees fit and to rely upon such information furnished by such agents. c. Make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any other instruments that may be necessary or appropriate to carry out the custodianship duties and powers. 3. Reports. Custodian shall furnish to Owner a monthly statement of account reflecting an inventory of assets in the account, all activity during the previous month, and a market value for the assets of the account. The Custodian will furnish such other reports as the Owner may reasonably request, including reports to the Owner's accountants or other examiners as may be necessary. 4. Fees. Custodian shall receive compensations as set forth in Schedule A attached to this Agreement as amended from time to time by the parties. Custodian shall also be reimbursed by the Owner for its out-of-pocket expenses during the reasonable performance of the Custodian's duties herein. 5. Authorized Persons. The Financial Officer of the Owner and each duly appointed investment manager shall furnish a list to the Custodian (and from time to time whenever there are changes therein) of persons authorized to act on behalf of the Owner or such investment manager for the purpose of transmitting instructions to the Custodian concerning the assets in the account. The Custodian shall be entitled to rely on the oral advice as confirmed in writing or written advice of such persons. 6. Amendment and Termination. This Agreement may be amended by written agreement of the parties at any time. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. Upon termination, all 2 Administrative Services Finance Administration %i°as5 l�1rl''1 11 tla�ii `� N DISCLOSURE STATEMENT As part of its regular operations, Wells Fargo Bank Minnesota, N.A. may receive revenue sharing from internal or external organizations in return for certain services performed in connection with investment in certain investment vehicles. These organizations may include, but are not limited to, Wells Capital Management, The Clifton Group, SEI Investments, Federated Investments and Dreyfus Investments. The services performed may include responding to inquiries and answering questions regarding investment vehicles as well as certain other administrative duties. City of Fort Collins. Colorado November 29. 2001 Account Name Date Alan J. Krcmarik �/` ' �;f "��� Print Name Authorized Signature Print Name Authorized Signature ' LH '!1 215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6788 • FAX (970) 221-6782 Administrative Services Finance Administration City of Fort Collins FACSIMILE / ELECTRONIC MAIL TRANSMISSION The Company/Institution hereby directs Wells Fargo Bank Minnesota, N.A. (the "Bank"), as service provider to the account named below to accept: Facsimile (FAX) transmission instructions from authorized individuals of the Company/Institution. The ❑X Company/Institution authorizes the Bank to act on written instructions conveyed by facsimile transmission, notwithstanding the fact that such instructions do not bear an original authorized signature, provided the instructions acted upon: (i) appear to be signed by a person entitled to give binding instruction to the Bank, and (ii) are consistent with the established authority of such person. This authorization shall continue in effect until revoked or amended in writing delivered to the Bank. To the extent that the Bank acts within the scope of this authorization, the Company/Institution expressly relieves the Bank from and indemnifies the Bank against any liability that may directly or indirectly arise as a result of the Bank's action or inaction based on such facsimile transmission. Electronic mail (E-mail) transmission instructions from authorized individuals of the Company/Institution. The ❑X Company/Institution authorizes the Bank to act on instructions conveyed by e-mail, notwithstanding the fact that such instructions do not bear an authorized signature, provided the instructions acted upon: (i) appear to have been sent from the computer of a person entitled to give binding instruction to the Bank, and (ii) are consistent with the established authority of such person. The Company/Institution acknowledges that information sent via e-mail may be less confidential than information sent by other methods. The Bank shall not be liable for any loss of the confidentiality of information sent by e-mail prior to its reception. This authorization shall continue in effect until revoked or amended in writing delivered to the Bank. To the extent that the Bank acts within the scope of this authorization, the Company/Institution expressly relieves the Bank from and indemnifies the Bank against any liability that may directly or indirectly arise as a result of the Bank's actions or inaction based on such e-mail transmission. Account Name: Company/Institution: Date: City of Fort Collins, Colorado City of Fort Collins, Colorado 11/29/01 Print Name: Auth a ture: Alan J. Krcmarik Print Name: Authorized ignature: r H fn Form W-9 Request for Taxpayer Give this form (Rev. December e'rre to the requester. Do Department Re of the Treasury Identification Number and Certification Internal Revenue Service NOT Send t0 IRS. Name (If joint names, list first and circle the name of the person or entity whose number you enter in Part I below. See instructions if your name has changed.) City of Fort Collins, Colorado Address 215 North Mason Street, P.O. Box 580 City, state, and ZIP code Fort Collins, Colorado 80522-0580 List account number(s) Enter your taxpayer identification number in the appropriate box. For individuals and sole proprietors, this is your social security number. For other entities, it is your employer identification number. If you do not have a number, see How To Obtain a TIN, below. Note: If the account is in more than one name, see the chart on page 2 for guidelines on whose number to enter. Identification 84-6000587 Backup Withholding (See Instructions) Municipality name and address Certification. —Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) 1 am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding (does not apply to real estate transactions, mortgage interest paid, the acquisition or abandonment of secured property, contributions to an individual retirement arrangement (IRA), and payments other than interest and dividends). - Certification Instructions. —You must cross out item (2) above if you have been notified by IRS that you are currently subject to backup withholding because of unrlerranoninn infnrocf nr ..,.—... ram.........., Please C><Lvr^-� Sign Here Signature k Date 1' November 29, 2007 Instructions (Section references are to the Internal Revenue Code.) Purpose of Form. —A person who is required to file an information return with IRS must obtain your correct taxpayer identification number (TIN) to report income paid to you, real estate transactions, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an individual retirement arrangement (IRA). Use Form W-9 to furnish your correct TIN to the requester (the person asking you to furnish your TIN), and, when applicable, (1) to certify that the TIN you are furnishing is correct, (2) to certify that you are not subject to backup withholding, and (3) to claim exemption from backup withholding if you are an exempt payee. Furnishing your correct TIN and making the appropriate certifications will prevent certain payments from being subject to the 20 backup withholding. Note: If a requester gives you a form other than a W-9 to request your TIN, you must use the requesters form. How To Obtain a TIN. —If you do not have a TIN, you should apply for one immediately. To apply for the number, obtain Form SS.5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at your local office of the Social Security Administration or the Internal Revenue Service. Complete and file the appropriate form according to its instructions. To complete Form W-9 if you do not have a TIN, write "Applied For" in the space for the TIN in Part I, sign and date the form, and give It to the requester. For payments that could be sub act to backup withholding, you will then have 10 days to obtain a TIN and furnish it to the requester. During the 60-day period, the payments you receive will not be subject to the 20 % backup withholding, unless you make a withdrawal. However, if the requester does not receive your TIN from you within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN to the requester. Note: Writing Applied For" on the form means that you have already applied for a TIN OR that you intend to apply for one in the near future. As soon as you receive your TIN, complete another Form W-9, include your new TIN, sign and date the form, and give it to the requester. What is Backup Withholding? —Persons making certain payments to you are required to withhold and pay to IRS 20 % of such payments under certain conditions. This is called "backup withholding." Payments that could be subject to backup withholding include Interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee compensation, and certain payments from fishing boat operators, but do not include real estate transactions. If you give the requester your correct TIN, make the appropriate certifications, and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: (1) You do not furnish your TIN to the requester, or (2) IRS notifies the requester that you furnished an incorrect TIN, or (3) You are notified by IRS that you are subject to backup withholding because you failed to report all your interest and dividends on your tax return (for interest and dividend accounts only), or (4) You fail to certify to the requester that you are not subject to backup withholding under (3) above (for interest and dividend accounts opened after 1983 only), or (5) You fail to certify your TIN. This applies only to interest, dividend, broker, or barter exchange accounts opened after 1983, or broker accounts considered Inactive in 1983. For other payments, you are subject to backup withholding only if (1) or (2) above applies. Certain payees and payments are exempt from backup withholding and information reporting. Sea Payees and Payments Exempt From Backup Withholding, below, and Exempt Payees and Payments under Specific Instructions, on page 2, if you are an exempt payee. Payees and Payments Exempt From Backup Withholding. —The following lists payees that are exempt from backup withholding and information reporting. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in it) through (13), and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in Items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under section 501(a), or an individual retirement plan (IRA), or custodial account under 403(b)(7). (3) The United States or any agency or Instrumentality thereof. Form W-9 (Rev. 12-87) Form W 9 (Rev 12-67) Page 2 (4) A state, the District of Columbia, a Criminal Penalty for Falsifying Information.— possession of the United States, or any political Willfully falsifying certifications or affirmations may What Name and Number m To Give the subdivision or instrumentality thereof. subject you to criminal penalties including lines and/or Requester (5) Aforeign government or political imprisonment. For this type of Give the name and subdivision, agency or instrumentality thereof. Specific Instructions account: SOCIAL SECURITY (6) An international organization or any number of: agency or instrumentality thereof. Name. —If you are an individual, generally provide the 1. Individual The Individual (7) A foreign central bank of Issue. name shown on your social security card. However, if (8) A dealer in securities or commodities you have changed you last name, for instance, due to 2. Two or more The actual owner of required to register in the U.S. or a possession of the marriage, without informing the Social Security individuals (joint the account or, if U.S. Administration of the name change, you may enter account) combined funds, the (9) A futures commission merchant your first name and both the last name shown on your first individual on the registered with the Commodity Futures Trading social security card and your new last name. account Commission. Signing the Certification.— 3. Custodian The minor' (10) Areal estate investment trust. account of a (1) An entity registered at all times during the (1) Interest, Dividend, and Barter Exchange minor (Uniform tax year under the Investment Company Act of 1940. Accounts Opened Before 1984 and Broker Gift ft to Minors (12) A common trust fund operated by a bank Accounts That Were Considered Active During Act) under section 584(a). 1983.—You are not required to sign the 4, a. The usual The grantor -trustee' (13) A financial institution. certification; however, you may do so. You are revocable (14) A middleman known in the investment required to provide your correct TIN. savings trust community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividends and patronage dividends generally not subject to backup withholding also include the following: • Payments to nonresident aliens subject to withholding under section 1441. • Payments to partnerships not engaged in a trade or business in the U.S. and that have at least one nonresident partner. • Payments of patronage dividends not paid in money. • Payments made by certain foreign organizations. Payments of interest generally not subject to backup withholding Include the following: • Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this Interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct TIN to the payer. • Payments of tax-exempt interest (Including exempt -Interest dividends under section 852). • Payments described in section 6049(b)(5) to nonresident aliens. • Payments on tax-free covenant bonds under section 1451. • Payments made by certain foreign organizations. • Mortgage interest paid by you. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045. 6049, 6050A, and 6050N, and the regulations under such sections. Penalties Failure To Furnish TIN. —If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Failure To Include Certain Items on Your Tax Return. —If you fail to property include on your tax return certain Items reported to IRS, such failure will be treated as being due to negligence, and you will be subject to a penalty of 5 % on any part of an underpayment of tax attributable to that failure unless there is clear and convincing evidence to the contrary. Civil Penalty for False Information With Respect to Withholding. —If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. (2) Interest, Dividend, Broker and Barter Exchange Accounts Opened After 1983 and Broker Accounts That Were Considered Inactive During 1983.—You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item (2) in the certification before signing the form. (3) Real Estate Transactions. —You must sign the certification. You may cross out item (2) of the certification if you wish. (4) Other Payments. —You are required to furnish Your correct TIN, but you are not required to sign the certification unless you have been notified of an incorrect TIN. Other payments include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services, payments to a nonemployee for services (including attorney and accounting fees), and payments to certain fishing boat crew members. (5) Mortgage Interest Paid by You, Acquisition or Abandonment of Secured Property, or IRA Contributions. —You are required to furnish your correct TIN, but you are not required to sign the certification. (6) Exempt Payees and Payments. —If you are exempt from backup withholding, you should complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write "EXEMPT' in the block in Part II, cross out item (2) of the certification, sign and dale the form. If you are a nonresident alien or foreign entity not subject to backup withholding, give the requester a completed Form W.8, Certificate of Foreign Status. (7) TIN "Applied For." —Follow the instructions under How To Obtain a TIN, earlier, sign and date this form. Signature. —For a joint account, only the person whose TIN Is shown in Part I should sign the form. Privacy Act Notice. —Section 6109 requires you to furnish your correct taxpayer identification number (TIN) to persons who must file information returns with IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an individual retirement arrangement (IRA). IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 20% of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply. (grantor is also trustee) b. So-called trust The actual owner' account that is not a legal or valid trust under state law Give the name and For this type of EMPLOYER account: I IDENTIFICATION 6. A valid trust, estate, or pension trust 7. Corporate 8. Association, club, religious, charitable, educational, or other tax-exempt organization 9. Partnership 10. A broker or registered nominee 11. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural pro - Legal entity (Do not furnish the iderl fication number of the personal representative or trustee unless the legal entity itself is not designate in the account gtle.) The corporation The organization The Partnership The broker or nominee The public entity ' List first and circle the name of the person whose number you furnish. 2 Circle the minor's name and furnish the minor's social security number. a Show the name of the owner. ' List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there /s more than one name, the number will be considered to be that of the first name listed. Citv of Fort Collins Administrative Services Finance Administration INVESTMENT DIRECTION AND APPROVAL FOR CASH BALANCES SHORT-TERM INVESTMENT FUND (STIF) COLLECTIVE FUND I am the fiduciary who is authorized to direct Wells Fargo Bank Minnesota, N.A. (the "Bank") to invest Plan assets. I have directed or wish to direct the Bank to invest and continue to hold Plan assets in the Short -Term Investment Fund, or STIF (the "Fund"), a collective trust fund of Wells Fargo & Company and its affiliates. As a fiduciary of the Plan, I further acknowledge and agree to the following: 1) The Bank may invest and reinvest the principal and income of the Plan through any common or collective trust fund or pooled investment fund maintained by the Bank for the collective investment of funds held by it in a fiduciary capacity. The provisions of the document governing any such common or collective trust fund as it may be amended from time to time shall govern any investment herein and are hereby made a part of this Agreement. 2) The Bank may commingle for investment all or any part of the funds of the Plan with funds of other trusts entitled to tax exemption under section 501(a) of the Internal Revenue Code, provided that records are at all times maintained of the portion of the commingled funds properly allocable to each trust. 3) I have determined that the Fund is an appropriate investment for the Plan. 4) I understand that Wells Fargo Bank, N.A. serves as investment advisor and Wells Fargo Bank Minnesota, N.A. serves as custodian for the Fund. I also understand that the Bank and/or its affiliates will be paid fees for services to the Fund. 5) I understand that you will not exclude amounts invested in the Fund from Plan assets subject to fees under the terms of our fee arrangements. 6) I understand that investments in the Fund are not obligations of, or endorsed or guaranteed by, the Bank or its affiliates and are not insured by the Federal Deposit Insurance Corporation (FDIC). 7) I understand that I may change this direction at any time and that it shall continue in effect until revoked or modified by me by written notice to you. Plan Name/Account Name: Account Number(s): City of Fort Collins, CO Company: Date: City of Fort Collins, CO December 4, 2001 Print Name: Sig=fflS r or Committee LC/L Alan J. Krcmarik —??G2 Print Name: Signature of Plan Sponsor or Committee: MEMENEWYJ CERTIFICATION STATE OF COLORADO ) COUNTY OF LARIMER ) ss CITY OF FORT COLLINS ) I, Wanda M. Krajicek, City Clerk of the City of Fort Collins, Colorado, do hereby certify that the attached is a true and correct copy of Resolution 90-44 of the Council of the City of Fort Collins, Adopting a Cash Management and Investment Policy, and the same remains on file in the office of the City Clerk. WITNESS my hand and seal of said City of Fort Collins, Colorado, this 3rd day of December, A.D. 2001. (S E A L) IMLM� City Clerk City of Fort Collins RESOLUTION 90-44 OF THE COUNCIL OF THE CITY OF FORT COLLINS ADOPTING A CASH MANAGEMENT AND INVESTMENT POLICY WHEREAS, Article V, Section 11 of the Charter of the City of Fort Collins requires the cash balance of the City shall be deposited or invested in accordance with the ordinances of the City; and WHEREAS, it is in the best interests of the City for the Financial Officer to engage in a prudent investment practice designed to protect investment principal and maximize the return on the City's investments. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the investment program previously adopted as Resolution 82-70 be, and the same is hereby discontinued. Section 2. That the Financial Officer of the City of Fart Collins or his duly authorized representative be, and hereby is, authorized and empowered to invest and administer the funds of the City of Fort Collins in accordance with the Cash Management and Investment Policy of the City of Fort Collins, attached hereto as Exhibit A and made a part hereof. Section 3. That in order to accomplish the investments authorized herein, the Financial Officer be, and hereby is, fully authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, certificates, warrants, evidences of indebtedness or other securities now or hereafter held in the name or owned by the City of Fort Collins or its pension funds and to make, execute, and deliver under the seal of the City or otherwise any and all written instruments of assignments or transfer. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 17th day of April, A.D. 1990. • l Qi Mayor A TEST: City Clerk COMMERCIAL ELECTRONIC OFFICE (CEO) You, the customer named below, have asked to be allowed to enter the Commercial Electronic Office (the "CEO") of Wells Fargo Bank, N. A. ("Wells Fargo") at Wells Fargo's website so that you can use certain financial services (the "Services") of Wells Fargo or its affiliates (the "Affiliates") online. The general terms and conditions applicable to your use of the CEO are contained in this Online Access Agreement (the "Agreement") which you must sign and return to Wells Fargo before you are allowed access to the CEO. Persons entering the CEO for you (the "Users") must also accept the Terms of Use for the CEO. Finally, before you are able to use a Service through the CEO you must sign or accept the applications, agreements, instruments, rules, standards, policies, instructions, and other documents and forms required to use the Service (the "Service Forms"). 1. USING THE CEO. You agree to use the CEO only as provided in (a) this Agreement, (b) the rules, procedures, standards, requirements, and policies made applicable to the CEO from time to time by Wells Fargo and the Affiliates, (c) any communications, instructions, terms, or conditions appearing at the CEO, and (d) any state or federal laws or regulations applicable to the CEO FA (a) Each User will be given an ID code and a password by Wells Fargo to be used when the User first enters the CEO. Wells Fargo will also assign a company ID code to you for use each time a User enters the CEO. Although your company ID code and the ID codes for each User will remain the same for each entry into the CEO, the password assigned by Wells Fargo to each User, must be changed to a new User -selected password when each User first enters the CEO. Wells Fargo will not know the new passwords or any subsequent passwords selected by the Users. (b) You will be able to manage and control who in your company has access to the CEO and the Services by the ID codes and passwords. It is your responsibility to ensure that your company ID code and the User ID codes and passwords are known to, and used only, by, persons who have been properly authorized by you to access the CEO and use the Services through the CEO, (c) FAILURE TO PROTECT ID CODES AND PASSWORDS MAY ALLOW AN UNAUTHORIZED PARTY TO (1) USE THE SERVICES, (2) CORRECT, CHANGE, VERIFY, OR SEND DATA USED WITH THE SERVICES, (3) SEND INFORMATION AND COMMUNICATIONS TO, OR RECEIVE INFORMATION AND COMMUNICATIONS FROM, WELLS FARGO AND THE AFFILIATES, OR (4) ACCESS YOUR ELECTRONIC COMMUNICATIONS AND FINANCIAL DATA. ALL ENTRIES INTO THE CEO, ALL COMMUNICATIONS SENT, AND ALL USES OF THE SERVICES, THROUGH YOUR ID CODES AND PASSWORDS WILL BE DEEMED TO BE ENTRIES, COMMUNICATIONS, AND USES AUTHORIZED BY YOU AND BE BINDING UPON YOU. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF ALL ID CODES AND PASSWORDS. You acknowledge the importance of developing internal procedures to limit such risk, which procedures will include, at a minimum, (a) notifying Wells Fargo immediately when any new person becomes a User or when any existing User no longer is to be a User, and (b) not keeping, in any form or in any place, lists of ID codes or passwords. (d) You agree to notify Wells Fargo immediately when you become aware of any loss or theft of, or any unauthorized use of, any ID codes or passwords. You also agree to notify Wells Fargo immediately when you become aware of any unauthorized entry into the CEO. 3. FINANCIAL INFORMATION. Financial market data, quotes, news, research, and other financial information (collectively, "Financial Information") developed by, and transmitted to, Wells Fargo by third parties will be available at the CEO. The posting of any Financial Information or any other information or data at the CEO will not be a recommendation by Wells Fargo or any Affiliate that any particular Service or transaction is suitable or appropriate for you or that you should receive or in any way use any Service. Neither Wells Fargo nor any Affiliate guarantees the accuracy, completeness, timeliness or correct sequencing of any Financial Information, nor are they in any way responsible for the actions or omissions of the third parties developing or transmitting Financial Information or for any decision made or action taken by you in reliance upon any Financial Information. 4. USE OF CERTAIN SOFTWARE TO ACCESS THE CEO. In using the CEO you will be sending financial and other data as well as electronic messages directly to Wells Fargo and the Affiliates through the Internet. You acknowledge that when the Internet, or any other electronic communications facilities, are used to transmit or receive data and messages, the data and the messages may be accessed by unauthorized third parties. To reduce the likelihood of such third party access, you agree to transmit and receive data and messages through the CEO using only software, including, but not limited to, browser software, or other access devices that support the Secure Socket Layer (SSL) protocol- or other protocols required by, or acceptable to, Wells Fargo, and to follow the Wells Fargo log -on procedures that support such protocols. U:\BANKRFP\CUST2001\AGREEMNT\CEO ONLINE ACCESS Agmt.doc 1 of 2 052300 5. DISCLAIMERS. Neither Wells Fargo nor any Affiliate will be your advisor or fiduciary with respect to this Agreement or any Service. NEITHER WELLS FARGO NOR ANY AFFILIATE MAKES ANY EXPRESS OR IMPLIED WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CEO, THE FINANCIAL INFORMATION, OR THE SERVICES, AND NEITHER WELLS FARGO NOR ANY OF THE AFFILIATES MAKES ANY OTHER WARRANTY, PROMISE, COMMITMENT, GUARANTEE, OR REPRESENTATION WITH RESPECT TO THE CEO, THE FINANCIAL INFORMATION, OR THE SERVICES EXCEPT THOSE WARRANTIES, PROMISES, COMMITMENTS, GUARANTEES, OR REPRESENTATIONS SPECIFICALLY STATED IN THIS AGREEMENT OR THE SERVICE FORMS. 6. LIMITATION OF LIABILITY. Neither Wells Fargo nor any Affiliate will be liable to you for any direct or indirect damages or losses suffered or incurred by you in connection with the CEO, any of the Services, any Financial Information, any other information or data you receive through the CEO, or any failure to provide, or delay in providing, access to the CEO, any Service, or any Financial Information, except to the extent any Service Form specifically provides otherwise and except to the extent such damages or losses arise directly from the gross negligence or willful misconduct of Wells Fargo or an Affiliate. Notwithstanding any provision of this Agreement or any Service Form to the contrary, IN NO EVENT WILL WELLS FARGO OR ANY AFFILIATE HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OR LOSSES WHETHER ANY CLAIM FOR SUCH DAMAGES OR LOSSES IS BASED ON TORT OR CONTRACT OR WHETHER WELLS FARGO OR ANY AFFILIATE KNEW OR SHOULD HAVE KNOWN THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCE. 7. RESTRICTING OR TERMINATING ACCESS TO THE CEO. In addition to, and not in substitution for, any provision in this Agreement or the Service Forms, you understand and agree that neither Wells Fargo nor any Affiliate will in any way be obligated to permit Users access to any Financial Information or the use of any Service through the CEO if (a) such use or access is not in accordance with any term or condition applicable to the Service or the information to be accessed or any policy, procedure, or practice of Wells Fargo or an Affiliate, (b) Wells Fargo or an Affiliate has reasonable cause to believe that such use or access may not be authorized by you or any third person whose authorization Wells Fargo or such Affiliate believes is necessary for such use or access, or (c) Wells Fargo or an Affiliate has reasonable cause to deny such use or access for your protection or the protection of Wells Fargo or any Affiliate. Wells Fargo reserves the right, in its sole discretion with or without cause at any time upon notice to you, to terminate this Agreement and your access to the CEO or to terminate your use of any or all the Services through the CEO. Neither Wells Fargo nor any Affiliate shall have liability to you for any losses or damages you may suffer or incur as a result of any such termination. S. WAIVERS. Neither Wells Fargo nor any Affiliate shall be deemed to have waived any of its rights or powers under this Agreement unless such waiver is in writing and such writing is signed by an authorized representative of Wells Fargo or such Affiliate. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Wells Fargo or any Affiliate under this Agreement shall impair the rights or powers of Wells Fargo or any Affiliate under this Agreement. 9. AMENDMENTS. Wells Fargo may amend this Agreement or add to this Agreement at any time upon written notice to you. You will be deemed to have accepted an amendment of, or an addition to, this Agreement if any of your Users use any Service through the CEO more than 30 calendar days after you receive notice of such amendment or addition. 10. ASSIGNMENT. Except for transfers of your rights, duties, and obligations to Wells Fargo and the Affiliates under this Agreement by operation of law, such rights, duties and obligations may not be assigned by you without the prior written consent of Wells Fargo and the appropriate Affiliate. Except for transfers of Wells Fargo's or any Affiliate's rights, duties and obligations to you under this Agreement to another Affiliate or by operation of law, such rights, duties and obligations may not be assigned by Wells Fargo or any Affiliate without your prior written consent. 11. GOVERNING LAW. Your rights and obligations and the rights and obligations of Wells Fargo and the Affiliates under or in connection with this Agreement will be governed by and be subject to the laws of the State of Colorado. 12. SEVERABILITY. If any provision of this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of such provision in other jurisdictions, and of the remaining provisions of this Agreement in all jurisdictions, shall not in any way be affected or impaired. 13. ENTIRE AGREEMENT. This Agreement and the Terms of Use for the CEO set forth the entire and only agreement among you, Wells Fargo and the Affiliates and between you and Wells Fargo and between you and each Affiliate with respect to your use of the CEO. Any prior agreements, representations, statements, negotiations, undertakings, promises or conditions, whether oral or written, with respect to the CEO which conflict with the provisions in this Agreement are superseded by this Agreement. This Agreement is signed below by your duly authorized officer or officers on the dated stated below City of Fort Collins, Colorado Name/Title: Alan J. Krcmarik. Final Date: December 12 2001 Signed: U:\BANKRFP\CUST2001\AGREEMNT\CEO ONLINE ACCESS Agmtdoc 2 of 2 052300 SERVICE DESCRIPTION WELLSNETsm TRUST PORTFOLIO FINANCIAL REPORTING SERVICE This Service Description contains specific terms and conditions which govern the WellsNets" Trust Portfolio Financial Reporting Service (the "Service") to be provided to Customer by Bank. These terms and conditions supplement the provisions contained in the existing Commercial Electronic Office (CEO) Online Access Agreement (the "Master Agreement") between Bank and Customer. 1. Service Description. The Service will provide Customer with Internet access to its Trust cash, asset, and transaction information. (a) Trust account information is as of the close of the previous business day. (b) Cash and asset position information is available for 30 prior calendar days as well as for up to thirteen prior month ends. (c) Transaction history is available for up to eighteen prior months. (d) Pending transaction information is available as of previous business day for up to 30 subsequent calendar days. (e) Customer may sort and select information in several combinations to view online, print, or export in a variety of output formats. 2. Access. Access to the Service shall be controlled by means of one or more authorization codes that Bank shall issue to Customer. Customer shall be solely responsible for controlling the security and confidentiality of these authorization codes and shall promptly notify Bank if it becomes aware of the unauthorized use of the authorization code(s) or suspects that an unauthorized use may occur. 3. Fees. Customer agrees to pay Bank for the Service in accordance with the schedule of charges attached hereto. Bank may change the schedule of charges at any time upon thirty (30) days' prior written notice to Customer. 4. Sublicense (a) Bank has separately licensed from third parties (the "Licensors") various securities pricing databases (referred to as the "Securities Pricing Databases") for its use in delivering the Service. Bank grants to Customer a nonexclusive, nontransferable sublicense to access the Securities Pricing Databases solely and exclusively for Customer's own use and only in connection with the Service. Customer agrees that the security pricing information contained in the Securities Pricing Databases is provided solely for Customer's use in connection with the Service and is not provided for any other use or manipulation by Customer, including the sale of such security pricing securities held in the account shall be delivered by the Custodian to the Owner or in accordance with the Owner's written instruction. Upon Termination, all securities held in the account shall be delivered by the Custodian to the Owner or in accordance with the Owner's written instruction. Any fees remaining outstanding and balances owing to the Custodian may be withheld from the assets delivered to the Owner or under the Owner's direction. 7. Indemnification. To the extent permitted by law, owner hereby agrees to indemnify and hold Custodian harmless from and against any and all claims, liabilities and expenses (including attorney's fees), which Custodian may incur by reason of its acting as Custodian under this Agreement. Notwithstanding the foregoing, it is specifically understood and agreed that in the event Custodian has committed negligence or malfeasance in the exercise of its responsibilities hereunder, the indemnification provisions of this Agreement shall not apply. 8. Contract Period. Agreement shall commence on the effective date and shall continue in full force and effect until December 31, 2002, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Pricing changes shall be negotiated by and agreed to by both parties and may not exceed the Denver - Boulder CPI-U as published by the Colorado State Planning and Budget Office. Written notice of renewal shall be provided to the Service Provider and mailed no later than 90 days prior to contract end. 9. Notices. Notices to the Owner shall be directed and mailed as follows: Alan Krcmarik, Finance Director City of Fort Collins P. O. Box 580 Fort Collins, CO 80522 Facsimile (970) 221-6782 With copy to: City of Fort Collins, Colorado City Clerk P O Box 580 Fort Collins, CO 80522-0580 Facsimile: (970) 221-6295 3 information to third parties. The Securities Pricing Databases shall at all times be the property of the Licensors and nothing in the Master Agreement or this Service Description shall be deemed a transfer of or create an ownership interest in the Securities Pricing Databases. (b) Bank will have the right to terminate this sublicense if Customer: (i) ceases to be a customer for the Service; (ii) attempts to further sublicense or transfer the rights granted in this Service Description; (iii) assigns, or attempts to assign, the Master Agreement and this Service Description or any of its rights hereunder (the word "assign" to include, without limiting the generality thereof, a transfer of a majority interest in Customer); (iv) neglects or fails to perform or observe any of its existing or future obligations to Bank, whether under the Master Agreement and this Service Description or otherwise; (v) makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or part of its property; or (vi) is adjudged bankrupt, and such condition(s) is not remedied within ten (10) days after written notice thereof has been given to Customer. (c) Upon termination of this sublicense or of any license granted for the use of the Securities Pricing Databases, all rights of Customer to use the Securities Pricing Databases and related documentation under the Master Agreement and this Service Description will cease. Customer shall promptly discontinue its use of the Service and its access to the Securities Pricing Databases and any other software products provided under the Master Agreement and this Service Description and shall return the related documentation and software products and all copies thereof to Bank. 5. Software and Hardware Configurations. Bank will advise Customer of, and Customer acknowledges the need for, certain software and hardware configurations in order to access and use the Service. Bank may modify the software and hardware configurations required to access and use the Service at any time upon thirty (30) days' prior written notice to Customer. Customer shall at all times maintain the then -current version of the software and hardware configurations required by Bank to access and use the Service. Customer shall obtain all such software and hardware at its own expense. Minimum configuration includes an account with an Internet Service Provider (ISP) or LAN connection to Internet services, 28.8 kbps modem and telephone line, and a standard Internet browser capable of supporting 128 bit encryption. Customer acknowledges receipt of WELLSNET5A9 TRUST PORTFOLIO FINANCIAL REPORTING SERVICE description. Service description is incorporated into the COMMERCIAL ELECTRONIC OFFICE (CEO) ONLINE ACCESS AGREEMENT. Acknowledged and Accepted By: of Fort Collins, Colorado M Name: Alan J. Krcmarik Title: Financial Officer Date: December 12. 2001 WellsNetsm Trust Portfolio Fees Company: City of Fort Collins Fee Amount Set-up Fee: included as part of overall custodial service per custody agreement Basic Service Fee: included as part of overall custodial service ner custody agreement Connection Fee: included as part of overall custodial service per custody agreement Notices to the Custodian shall be directed and mailed as follows: Wells Fargo Bank Minnesota, N. A. Institutional Trust & Custody MAC N9310-060 801 Nicollete Mall, Suite 700 Minneapolis, MN 55479 Attention: Relationship Manager Facsimile: (612) 316-0366 10. Insnection Privileges. The books, records, documents, accounting procedures and practices of the Custodian relevant to this Agreement are subject to examination by the Owner. 11. Governing Law. This Agreement and all transactions hereunder shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Colorado. 12. Effective Date. This Agreement shall be effective January 2, 2002. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. PARTICIPANT THE CITY OOFFORT /�COLLINS, COLORADO By: a q - "�cUL John IV. Fischbach City Manager By: Jame B. ONeill II, CPPO, FNIGP Direc r of urchasing & Risk Management % DATE: /Z ( LIID ATTEST - City Clerk ch, t r- A�'I"J APPRO ED AS TO FORM: Assis t City Attorney AGENT W �LS FARGO BANK MINNESOTA, N.A. By 1 ' Its �/ � Gf— S t SCHEDULE A WELLS FARGO INSTITUTIONAL TRUST & CUSTODY FEESCHEDULE For City of Fort Collins, Colorado DOMESTIC ADMINISTRATION: (Annual Fee) Domestic Administration @ .3 basis points X market .00003 value of the account assets including money market funds and other sweep assets ACCOUNTING & REPORTING: (Per Account Annual Fee) Accounting & Reporting - Standard $1,000.00 Performance Measurement $5,000.00 TRANSACTION CHARGES: (Per Transaction including buys, sells, calls, tenders, Etc. and free security movements other than repo collateral) Domestic Depository Settlements $10.00 Repurchase Agreement (Repo) Settlements $20.00 Free Assets Movements for Repo Collateral Included Future/Option Settlements $15.00 Principal Paydowns $5.00 Physical Settlements $50.00 Mutual Fund Settlements $15.00 Money Transactions $7.50 INTERNET ON-LINE INFORMATION SERVICES: Trust Portfolio Reporting Included Enhanced Trust Reporting Included (Requires Performance Measurement) Fees are calculated and billed on a quarterly basis unless agreed otherwise. This pricing proposal is for domestic depository assets only. There is no charge for the collection of interest income and dividends. This pricing proposal is based on the information provided. Material changes in the portfolio and/or portfolio activity will warrant a review and potential adjustment of pricing. SECURITIES LENDING AGREEMENT Wells Fargo Bank Minnesota, National Association AS AGENT FRl City of Fort Collins. Colorado AS PARTICIPANT 4�- This Agreement, made as of the day of December, 2001, by and between Wells Fargo Bank, Minnesota, N.A., or it's agent, (herein the "Bank") and the City of Fort Collins, Colorado (herein "Participant"). Wheras, CRS 24-75-601.1 covering the legal investment of public funds, permits the use of securities lending agreements; Whereas, the Bank, has established a Securities Lending Program to permit its retirement plan, trust and custody clients to loan securities; Whereas, under the Securities Lending Program, the Bank, as Agent for the Participant, will make available to selected brokerage firms and other borrowing organizations (Borrower) use of the Participant's securities; and Whereas, the Bank has other Participants in the Securities Lending Program and the Securities Lending Program is designed to allocate securities loans equitably among the Participants; Now, therefore, the parties hereto agree as follows: 1. Appointment Participant has appointed Bank under other agreements as custodian of certain assets (herein "Account"). Such agreements authorize Participant to appoint an agent to lend securities from the Account. Participant hereby appoints Wells Fargo Bank Minnesota, N.A. as Agent for the purpose of lending securities from its Account under the Wells Fargo Securities Lending Program. 2. Arent's Activities As Agent for the Participant, the Bank undertakes the following: a. To enter into a Borrower Securities Loan Agreement with each Borrower setting forth the general terms governing loans made under the Securities Lending Program. Such Borrower Securities Loan Agreements are available to Participants upon request. A list of Borrowers shall be provided from time to time to Participants or will be furnished upon request. b. Subject to the Borrower Securities Loan Agreements, each loan made will be made on behalf of and solely for the benefit of the Participant's Account. For purposes of this paragraph, the term "Borrower" includes any affiliate of a Borrower. c. To negotiate loans directly or through a finder for a minimum of one day but with no fixed maximum term, retaining the power to terminate the loan at any time unless otherwise agreed with the Participant. d. To require each loan when made to be collateralized in the amount of 102% of the market value of the loaned security and accrued interest. e. To mark each loaned security to market daily using the closing valuation as of the prior business day. Agent shall use a pricing service to obtain market valuation. If the market value of the given collateral falls to 100% of the loaned security market value, Agent shall request additional collateral to bring the collateralization back to 102%. Collateral in excess of 102% will be returned to the Borrower if requested. f. To receive and take possession of collateral in the form of U.S. Government Securities, letters of credit, or cash. Cash received from all loans from Accounts will be commingled for investment purposes. Such cash shall be invested in repurchase agreements, master notes (VPN), U.S. treasuries and agencies, U.S certificates of deposit and time deposits, bankers acceptances, commercial paper, and other short term money market instruments, and mutual funds holding any of the previously mentioned securities and subject to policy and standard guidelines established from time to time by the Bank. The prime considerations for the investment portfolio shall be safety of principal and liquidity requirements. g. Normally securities loaned and corresponding collateral transferred (cash or U.S. Government Securities) will be processed, similar to security purchases and sales, through the Depository Trust Company, a Federal Reserve Bank, or any other clearing organization (Clearing Organization). 3. Allocation of Security Loans among Participants The Participant's securities available for lending are listed in the Securities Lending Omnibus Account as part of the lending inventory. The Bank will use reasonable efforts to allocate loans on a security by security queue basis. As a result of the queue, Participant understands that a single Borrower may be lent a significant portion, or all, of Participant's securities available for lending. 2