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497019 US BANK INSTITUTIONAL TRUST & CUSTODY - CONTRACT - RFP - 8408 SECURITIES SAFEKEEPING & CUSTODIAL SERVICES
Services Agreement 8408 Securities Safekeeping & Custodial Services Page 1 of 32 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and US BANK, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of twenty-three (23) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence January 1, 2017, and shall continue in full force and effect until December 31, 2017, unless sooner terminated as herein provided. In addition, this Agreement shall automatically renew for up to four (4) additional one (1) year periods unless either party elects not to renew the Agreement. In such event, the party electing not to renew the Agreement shall provide written notice to the other party at least ninety (90) days prior to the anniversary date of the Agreement. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. 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 Service Provider. 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. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: US Bank Attn: Tina Seberg 950 17th Street Denver, CO 80202 City of Fort Collins Attn: Harold Hall PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 2 of 32 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, in accordance with Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 3 of 32 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 4 of 32 b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 5 of 32 d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 6 of 32 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: US BANK By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Vice President 12/13/2016 Tina Seberg Assistant City Attorney 1/17/2017 City Clerk Services Agreement 8408 Securities Safekeeping & Custodial Services Page 7 of 32 EXHIBIT A SCOPE OF SERVICES As a full service custody bank, U.S. Bank is different from a broker, wirehouse or even the smaller local bank that may use safekeeping or sub-custody relationships to hold assets. We are structured and our regulators acknowledge that all of the $4 trillion in assets that we hold are the sole property of the clients that hire us. U.S. Bank is responsible for transparent reporting and we absolutely have no beneficial interest in those assets, nor do our creditors. The City will continue to benefit from Relationship Manager Tina Seberg’s expertise and familiarity with your requirements. Susan Benda will continue to act as your dedicated account manager and will be your direct point of contact to ask a question or make a request. This being said, Susan Benda will be retiring on December 31st of this year. Account Manager Michael Bennett has been in training with Susan for the past six months and will assume a portion of her existing portfolio. We are confident that Michael will continue to offer the high level of service that Susan has provided. U.S. Bank carefully balances the workloads of our client service teams. While assigning accounts, U.S. Bank considers many factors including the size and scope of the relationship, the business segment, the client location, the volume of transaction activity and the complexity of accounts. On average, each relationship management team within the custody area is assigned 10 key relationships. Each client is assigned a dedicated client service team. The City will continue to benefit from Relationship Manager Tina Seberg and Account Manager Susan Benda’s experience with your requirements, accounts and investment managers. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 8 of 32 Both Tina and Susan will continue to have dedicated backups, helping ensure that the City always works with U.S. Bank professionals who are familiar with your accounts and requirements. Relationship Manager Tina Seberg will keep the City informed of any changes. US Bank employs SEI Corporation’s Trust3000 system, associated subsystems and numerous proprietary web-based solutions to provide a comprehensive set of safekeeping system solutions. U.S. Bank is the largest client of SEI in both number of clients and assets under custody. U.S. Bank has used the system throughout multiple upgrades and enhancements since 1979. Trust3000 is the core accounting system that records security and asset information and cash and security transaction detail at the account level. Historical information is also maintained on the system and is used in conjunction with periodic client statements. Trust3000 is comprised of the following sub-systems: CAPS – Receives transmissions of corporate actions, such as stock splits, reorganizations and mergers and supports the process of notification of security holders, including accounts of actions and of decision follow-up in the case of voluntary actions such as tender offers. EBR – Provides enhanced reporting capabilities and flexibility for client’s employee benefit trust (EBT) accounts. EBR is closely integrated with Trust3000 and draws on the Trust database for much of the information needed to generate customer statements for EBT accounts. SMAC – Processes and monitors trade settlements, free movements and physical securities tracking. The SMAC application allows for the automated processing of orders to buy, sell and trade securities in single or block trades. In addition, the processing of trade settlements, re-registration and control of physical movement is provided in SMAC. SMAC is predominantly a batch processing system. TRADE3000 – Links the investment, administrative, trading and operations areas. TRADE3000 creates security trade orders, tracks orders through approval processes, updates orders and creates SMAC pending items from filled orders. The Security Movement and Control (SMAC) system, accounting system, reporting system and other trust related systems – including Corporate Actions – are all fully integrated and highly automated and work together seamlessly. The network completes the following tasks automatically: Sends daily confirmations for all trades Creates pending items from these confirmations DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 9 of 32 Transmits affirmations back to U.S. Bank Settles pending items Provides daily activity reports Processes dividend and interest notifications Provides position reconciliation Creates Security Movement and Control (SMAC) pending items for trades settling at DTCC While the U.S. Bank Trust3000 does not automatically establish a communication network between Fed and US Bank, we are a FedLine Direct participant. The application we use to communicate to the Fed is the STS Lighthouse system. The STS Lighthouse system functions in the following ways: Trades posted to the Trust system are uploaded six times a day into the STS system STS auto matches the incoming wires to the uploaded trades and delivers out the uploaded sale trades STS system is monitored manually and research completed on unmatched incoming wires and DK’d sale trades Reports are extracted six times a day from the STS system for the trades that have settled, these are then manually settled on the Trust system The Fed provides us with daily activity reports Provides position reconciliation Provides principal and interest payment notifications The trust system is able to deliver account information on a trade-date, contractual settlement date, cash-basis accounting and tax-lot accounting basis depending on how you prefer to receive it. The system provides comprehensive options for reporting. We will work with our client to ensure that all transaction elements required for reporting purposes are received. Our accounting system supports amortized, accreted and average cost method, as well as historical, FIFO and LIFO. The choice of cost method is made at the account level. Available methodologies for Federal Tax Cost include: LIFO FIFO Average (book value) Highest federal tax cost first Lowest federal cost first Maximize gain and minimize gain Specify lots DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 10 of 32 US Bank maintains a record of the original face amount purchased. Mortgage pass-through and mortgage derivative securities are priced by Interactive Data Corporation (IDC; formerly FT Interactive Data (FTI)), one of several automatic pricing sources utilized by U.S. Bank. We use the GNMA (Government National Mortgage Association) automated processing functionality for principal paydowns associated with GNMA I and II, FHLMC and FNMA mortgage-pool securities. We use CPT (Collateralized Pass-Through Processing) automated processing functionality for ABS, CMOs and MBS. This functionality allows us to: Anticipate principal paydown and interest payments, using factors that are automatically added to the database Post interest and principal paydowns to eligible accounts on the night of payable date Use suspense accounts to process the payments that take place at night GNMA processing uses the following definitions: The GNMA asset list displays the following asset information for all mortgage pools: Ticker symbol Primary and secondary CUSIP numbers Asset name Type of pool (including: annual income/unit, maturity date, issue date and rate for next income payment) Gains and losses for all of the above are reported as the difference between net proceeds from the sale and its cost. Any unrealized gains or losses are reported as the difference between the market value and the cost of the security. Reversals are made throughout an accounting month. The Trust System reports only correct transactions. Between periods, both original and correcting trades are reported in the period in which they are posted. U.S. Bank makes corrections as off-setting transactions only. If necessary, U.S. Bank can date corrections to the proper month. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 11 of 32 The payments are processed automatically through the ‘LET’ process. The automated process receives information from our vendors that lists ex date, record date, rate and payable date. On payable date, the system uses that information and determines entitlement for the security that is paying. The system then posts the entitled amount to the client’s account through an SEI job prior to the system being opened for use the morning of payable. For all contractual purchases and sales, U.S. Bank debits or credits the City’s accounts on the settlement date, whether or not the trade was completed. At the user level, the system’s security architecture uses role-based access rights management. This allows flexibility in assigning a more granular access to features and options within the system, thus providing a single point of access to all web-based applications. The architecture supports a centralized or delegated administration model. User and access right administration is centrally controlled by a group of super users. These rights can be delegated with limited capability to individual units of the business. All data between the client and the server is encrypted under 128-bit SSL. All user access to the data is controlled through the application’s proprietary access control. A key element of that access control is that each user has a unique user ID and password. A user can have any user ID as long as no other user within the application space has already claimed that user ID. A user ID not only validates a user’s right to enter the system, but it also links the user to company- specific data access, operational and approval rights. The system captures user ID and server date and time for all changes made to transactions after original submission to provide a complete audit trail. All data is behind two firewall layers. Firewalls separate the client side from tier II. Tier II contains only web servers and business object servers; there is no data. Tier II is separated from Tier III—databases and banking system interfaces—by yet another set of firewalls. Load balancing technology is employed to provide scale out capability by distributing the load across the web servers and business object servers. Only the business objects can request data across the second firewall. All data is stored on a storage area network (SAN) for built-in fault tolerance and speed of backup. Data is backed up daily and the backup media are stored offsite following U.S. Bank’s enterprise backup policy. The system is routinely audited to ensure compliance to these regulations as an offering of U.S. Bank. Additionally, due to our transactions with the U.S. Government, our solution must comply and pass audits regarding data access and security levels above and beyond established regulations. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 12 of 32 Once the authorized individuals are identified, their names, titles and signature specimens are completed on an Authorized Signers form. This form is then authorized by a designated officer within the organization. The Authorized Signers form is sent to Trust Document Imaging, and a copy is kept at the account manager’s d e s k and an automated folder for the account. All instructions regarding account activity must be sent to and approved by the account manager. Upon each and every directive or instruction, the account manager matches the name of the individual providing the instruction to the individuals listed on the Authorized Signers form. Whenever there is a change in authorized signers at the company, a new Authorized Signers form is completed. The system’s applications and databases are designed to protect confidential customer information in accordance with federal regulations. As such, databases are segregated and protected with tiers and multiple firewalls to ensure the best security. Our primary and redundant data centers are in secured facilities with minimal allowable access. The user login is associated with a security level that permits the data and functions accessible to that user. These security profiles are established for all users, including carriers and shippers. US Bank assigns a temporary password to each new user ID. After the first successful login, the system prompts the user to create a new alphanumeric password that meets the following criteria: Minimum of eight characters Maximum of 20 characters Contains at least one letter and one number Passwords expire, at a minimum, every 60 days. However, clients can establish more rigid password expiration time limits. U.S. Bank settles on a contractual basis; accounts are debited or credited on the settlement date, whether or not the trade is completed on the actual date. US Bank is a direct participant of the Depository Trust Corporation (DTC), the Federal Reserve and the Options Clearing Corporation (OCC). Physical assets are maintained at U.S. Bank division vaults. The U.S. Bank Trust System automatically establishes a communications network between DTC and U.S. Bank when registering assets. The network completes the following tasks: DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 13 of 32 Sends confirmations daily for all trades Creates pending items from these confirmations Transmits affirmations back to U.S. Bank Settles pending items automatically Provides daily activity reports Automatically processes dividend and interest notifications Provides position reconciliation Creates Security Movement and Control (SMAC) pending items for trades settling at DTC When purchasing physical securities, U.S. Bank pays for the security via wire transfer prior to the receipt of the certificate. Physical security sales are typically handled by submitting the certificate to the purchasing agent, who sends a wire transfer to U.S. Bank as payment. If a security is lost en route to U.S. Bank, we will then complete a mail loss affidavit and send it to the transfer agent for replacement. If a security is lost or damaged while in our possession, U.S. Bank will obtain certificate replacement paperwork from the transfer agent and return it along with any required fees. All physical securities are held in the U.S. Bank vault in Milwaukee, Wisconsin until delivery is required. Positions are reconciled daily and audited monthly. There are no second party banks involved in this process. The vault and surrounding work area is a highly controlled and monitored department. Only pre- screened and certified employees, carrying the appropriate U.S. Bank identification, have access to this area. A list of these employees is approved by the vault manager and is maintained outside the vault doors at all times. In order for any other personnel to gain access to the vault, they must request permission from the vault manager, show proper U.S. Bank identification and sign the vault ledger. The vault’s security is maintained by a fireproof, steel, dual access-controlled door that is wired to an offsite alarm system that is tested semi- annually. For every trade, there are certain trade fields that require matching: Institution ID Number, Broker/Dealer ID Number, Agent ID Number, Buy/Sell, Security Identifier, Share/Face Value, Net Settlement Amount, Settlement Date, Settlement Location, Executing Broker/Dealer Internal Account Number, Institutional Internal Account Number, Trade Price, Trade Date, Principal Amount, Interest, SEC/Registration/Shipping Fees, Commission Fee, Country Tax, Local Tax, Other Changes, Security Type and Executing Broker- Dealers Clearing Broker ID number. U.S. Bank encourages the use of OMGEO’s Institutional Delivery (ID) System for all eligible trades. We use the Omgeo OASYS-Trade Match system together with our Trust3000 Accounting System to match trades, demonstrated in the graphic below. When an investment manager places a trade with a broker-dealer, the broker-dealer enters the trade fields above to the Omgeo ID System. Trades with our Institutional ID number are captured and automatically loaded to our Trust 3000. This allows investment managers to affirm their trades into the ID DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 14 of 32 System ensuring each of the trade fields. Trades must be affirmed within 24 hours to enable timely automated settlement. There are intraday interfaces running between the ID System and Trust3000 system. If the trade fields completely match between the two systems, the trade will settle automatically on our Trust3000 system and at DTCC. The Trust3000 System generates a report that lists the results of the Trust3000 interface and unmatched trades are investigated and corrected by our Trade Services team. U.S. Bank is able to accept communications via SWIFT messaging, fax, email, electronic file transfer, recorded phone lines, or OMGEO’s (DTC) Institutional Delivery (ID) System. U.S. Bank follows established NACHA guidelines for posting ACH entries and making funds available on the effective/settlement date. For book-entry positions, assets are recorded in our trust system and reconciled periodically, and net settlements are made with each depository. Net settlements are distributed for management review as standard operating procedure. Asset holding lists can be provided on asset, account, or location code level. Our automated position reconciliation function identifies position exceptions and conducts further research of the underlying activity to determine the cause of each exception. Details are then reported to the processing areas responsible for clearing the out-of-balance positions. Asset holding lists provide details by account to reconcile aggregate positions by security to individual customer positions. Trade and holdings information is reflected in real-time on Pivot and can be accessed by clients online on a 24/7 basis. Actual physical holdings of securities or book-entry holdings at depositories are held in aggregate under the Bank’s name as trustee or nominee name. Asset holding lists provide the detailed information by account to permit the reconciliation of aggregate positions by security to the individual customer positions. The U.S. Bank Trust Accounting System automatically posts anticipated income to client accounts with the exception of variable rate or floating rate instruments. US Bank is able to hold repurchase securities or collateral as directed by the City without issue. The basic process for a reverse repo at DTCC is as follows: Collateral is delivered at DTCC and repo proceeds are received. A dummy CUSIP is created to reflect the reverse repo and the proceeds are posted in the client account. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 15 of 32 When the reverse repo is maturing or closing, the collateral is received at DTCC and the loan is paid back (typically with interest) as the cash component. Cash proceeds are then disbursed from the client account. The reverse repo is distributed from the client account. U.S. Bank typically monitors its internal trust accounting system, SEI, regarding cash and settlement. Internal U.S. Bank systems notify the assigned Account Manager if trades fail. Susan Benda, and consequently Michael Bennett, have a unique communication with the City of Fort Collins by closely communicating with Harold. Susan will notify Harold if something fails and keep working on it until the issue is resolved. U.S. Bank will continue to deliver this level of service in Susan’s absence. Our sources for corporate action information are DTC, BNY, Xcitek/Interactive Data, Bloomberg and shareholder mailings. We notify our clients of upcoming corporate actions upon verification of the information from two reliable sources. Currently, our clients are notified by email, fax and SWIFT (receipt method chosen by client) of any upcoming corporate actions which may affect their account. We will also send emails to clarify any actions or to request responses be made. Once the recipient is setup properly within the account specifications, the client will receive the notifications. We are able to verify the notices were sent by a report generated by the system for each action. In addition to completing Exhibit A, our transaction deadlines are included in the table below: DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 16 of 32 Due bills tracked by the depository are automatically credited to client accounts on payable date. In the event that a trade is not due bill tracked, U.S. Bank will actively claim the institution for the funds. In most cases, if the manager has affirmed a trade and an error occurs on delivery, U.S. Bank will work with the broker to correct the error and credit the City’s account for the trade. If a purchase or sale fails to settle on the contractual settlement date, the U.S. Bank trade services representative assigned to the affected investment advisor has the primary responsibility to coordinate the settlement of the failed trade. Notification of a failed trade may occur via phone, fax or email. By working closely with brokers, investment managers and delivery agents, U.S. Bank minimizes the occurrence of failed trades. All failed trades are resolved. This process would apply to wires requested by the client and their third-party providers, if any are authorized. We can tailor this process to meet your needs (such as having one individual request the wire and one receive the callback) to ensure protection of your funds. We have not experienced any downtime in the past year. U.S. Bank will continue to abide by this requirement and observe the existing authorized signers in place. Please see Exhibit 4 for the current Authorized Signers form. Additionally, we have attached the existing wire transfer document that we utilize as provided by authorized signer, Harold Hall’s, direction. Please see Wire Direction Form which is attached as Exhibit 5. This is the existing process for repetitive wires. US Bank is supportive of continuing this procedure if the City consents. Yes. The City may initiate wires on Pivot, our online client portal. U.S. Bank puts the protection of our clients’ funds at the highest priority. When it comes to transferring funds via wire transfer, we rely on documentation provided to us by the client indicating who is authorized to request DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 17 of 32 wires, the number of individuals required to send a wire, and if there are limits to the amount that an individual can request to be transferred. In addition, our procedures are such that we will perform a callback to an authorized individual to ensure that a wire is appropriate the first time it is sent. Then, as long as the instructions remain the same (the dollar amount can change), we will send the wire out upon receipt of proper instructions from an authorized signer. Any wires sent internationally have a separate procedure where a callback is performed each time and we disclose any fees related to sending an international wire. We will continue to credit wires for the City the same day as received. Please see Exhibit A for all deadlines. Your account manager, Susan Benda, monitors the cash in your accounts each business day. In custody accounts, daylight overdrafts are allowed with no penalty. Institutional Trust and Custody does not allow end- of-day overdrafts. If an end-of-day overdraft occurs, we will notify you for resolution. Overdrafts are charged at the current Fed fund rates and calculated based on the number of days the account is overdrawn. In the event that your account is overdrawn in error, we will reimburse the City for the interest lost based on your account structure. Lost interest may include the automated cash management money market (sweep) vehicle used for your account. The City has the ability to select cash sweep options from a variety of options. Currently The City utilizes First American Treasury Obligations, Z Class, FUZXX. The City has the option to adjust, change or discuss other sweep options as needed or requested. The First American Fund sweep deadline is 1:30 pm MT. All cash in any account will be swept daily to a zero balance and invested in the fund chosen by the client. The sweep process uses batch runs to invest excess cash balances for activity posted and/or pended to accounts prior to the cutoff on the current batch date. The process nets all transactions (including same-day cash receipts and cash disbursements) that are posted to our accounting system prior to the sweep cutoff and generates an automated sweep buy/sell. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 18 of 32 Not applicable. U.S. Bank Institutional Trust & Custody does not hold deposits and therefore collateralize them. Prices are automatically updated daily by our pricing vendors. To ensure accuracy, the pricing team runs a daily variance report. This report pulls all securities currently held in Trust3000 which are priced per the vendor feed that have a five percent or greater variance between current price and previous day price. U.S. Bank’s pricing feeds are received from IDC or S&P. To validate the current vendor feed, prices are run against Bloomberg. If the price change is validated by Bloomberg within a five percent tolerance, prices will remain as provided by the vendor feed. If the vendor-fed prices and the Bloomberg prices differ by five percent or more, the pricing team will conduct a formal price challenge with the vendor. If the vendor confirms the price, the price remains as is. If a vendor adjusts the price based on the challenge, the pricing team will manually update the pricing information in Trust3000. An additional validation report is run by the pricing team each month. This report takes a random sampling of all securities priced per the vendor feed. A total of two percent are sampled over the year. The monthly random sampling is run against Bloomberg. If the price change is validated by Bloomberg within a five percent tolerance, prices remain as provided by the vendor feed. If the vendor-fed prices and the Bloomberg prices differ five percent or more, the pricing team will conduct a formal price challenge with the vendor. If the vendor confirms the price, it will remain as is. If the vendor adjusts the price based on the challenge, the pricing team will manually update the pricing information in Trust3000. The following table shows type of assets, pricing source used and the pricing frequency: DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 19 of 32 Non-marketable securities are valued monthly. We receive pricing data from a variety of sources, but our preference is to be given access directly to monthly statements issued by the investment administrator or to be given online access to view the valuation data directly. With the exception of marketable long-term certificates of deposit and alternative assets, securities are priced daily. No, however your relationship and account manager will gladly intercede on your behalf if there is ever a question pertaining to the pricing of an asset. U.S. Bank has its own pricing division that works exclusively with the various pricing vendors. The City will continue to have 24/7, real-time access to reports and statements through Pivot, our online client portal. Pivot’s capabilities feature: Home page dashboard that provides high level information regarding asset allocation, cash balances and positions that you can drill down further to investment details by security View by trade or settlement date along with transaction date where applicable Customization and flexible data points with ability to sort the order and types of output Easy downloading to various output formats including PDF, CSV and Excel, depending on DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 20 of 32 the requested reports Ability to see reports with multiple or even all of your accounts simultaneously Schedule recurring reports in the format that you require and receive notification when they are ready Standard reports include: The table below indicates the timing and frequency of our reports and statements which are available online through Pivot: All account information is available online. U.S. Bank maintains a rolling 15 months of information online. Historical records are maintained onsite for a minimum of two years and held offsite for a minimum of seven years. However, accounts for which we have a fiduciary relationship may cause us to retain statement records for the life of the relationship. U.S. Bank encourages the use of OMGEO’s Institutional Delivery (ID) System for all eligible DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 21 of 32 trades. The ID System allows investment managers to affirm their trades which in turn each generate an affirmation or matched affirmation confirmation for the agent bank to use as authority to settle a given trade. No phone or written authorization is needed when this method is used. In the event an investment manager does not affirm trades through the ID System. U.S. Bank requires trade affirmation be provided via fax, email, or online through Pivot. Yes, if The City elects to do so. U.S. Bank offers clients the option of receiving a trade confirmation for each trade; however, most clients prefer to utilize their statement. The payments are processed automatically through the ‘LET’ process. The automated process receives information from our vendors that lists ex date, record date, rate and payable date. On payable date, the system uses that information and determines entitlement for the security that is paying. The system then posts the entitled amount to the client’s account through an SEI job prior to the system being opened for use the morning of payable. In some instances, CUSIP numbers are displayed on statements. Reports accessed online via Pivot typically include CUSIP numbers. You can further discuss your formatting needs for statements and reports with your relationship manager, Tina Seberg. Pivot’s real-time reporting capability means that there is essentially no lag time between the posting of a transaction to the accounting system and its accessibility to the client. The timing between the execution of a trade and its posting to the accounting system is largely dependent on the type of trade that is requested (i.e. through an investment advisor, a broker or directly through U.S. Bank Trade Services). In most cases, transactions are pended to our trust system by T+1. U.S. Bank provides the City with access to statements and reporting that is available daily on Pivot. The City is able to monitor upcoming interest payments, call actions and receipts of payments and calls. The City is always welcome to contact Account Manager Susan Benda for further clarification on any of the above items. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 22 of 32 Our accounting system and Pivot are entirely integrated and highly automated. U.S. Bank employs SEI Corporation’s Trust3000 system, associated subsystems and numerous proprietary web-based solutions to provide a comprehensive set of safekeeping system solutions which have unlimited capacity for growth. U.S. Bank is the largest client of SEI in both number of clients and assets under custody. U.S. Bank has used the system throughout multiple upgrades and enhancements since 1979. Institutional Trust and Custody invests millions each year on system development. We use dedicated computers. Information is available 24/7. We started offering online services in 2003. The City is familiar with Pivot, our online client portal. Currently, clients can buy and sell open- ended mutual funds online and conduct wire transfers. The next release, scheduled for later this year, includes functionalities for entering equity, fixed-income and ETF trades directly into Pivot. We encourage the City to contact Susan directly if you need support. If Susan is not available, you may also call our Trust Resolution Center at 651.495.7320. Tina Seberg will continue to coordinate training and ongoing support as needed. Tina has access to product professionals for support if needed free of charge. The system’s applications and databases are designed to protect confidential customer information in accordance with federal regulations. As such, databases are segregated and protected with tiers and multiple firewalls to ensure the best security. The user login is associated with a security level that permits the data and functions accessible to that user. These security profiles are established for all users, including carriers and shippers. U.S. Bank assigns a temporary password to each new user ID. After the first successful login, the system prompts the user to create a new alphanumeric password. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 23 of 32 All data between the client and the server is encrypted under 128-bit SSL. All user access to the data is controlled through the application’s proprietary access control. A key element of that access control is that each user has a unique user ID and password. A user can have any user ID as long as no other user within the application space has already claimed that user ID. A user ID not only validates a user’s right to enter the system, but it also links the user to company- specific data access, operational and approval rights. The system captures user ID and server date and time for all changes made to transactions after original submission to provide a complete audit trail. US Bank has used SEI’s Trust3000 accounting system since 1979. Pivot, our online client portal is a result of numerous enhancements to our legacy system and has been in place since 2015. Our recent and planned investments in technology are included in the table below: No. Pivot currently does not support email between the City and U.S. Bank personnel. There are no such circumstances. The City will continue to benefit from having a direct line of contact to Susan Benda. You may call her directly, and she will coordinate the transaction. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 24 of 32 Pivot is available anywhere you have access to the internet. No additional hardware or software is required. Yes. Currently, clients can buy and sell open-ended mutual funds online and conduct wire transfers. The next release, scheduled for later this year, includes functionalities for entering equity, fixed- income and ETF trades directly into Pivot. Certificates of Deposit and Commercial Paper are slated for a later release date that has not been specified. Online trade order entry is scheduled to be released later this year. You will be able to enter trades for: Equities Fixed income Exchange traded funds (ETFs) Mutual funds There are no costs for utilizing Pivot and investing online. Pivot is a complimentary system that we offer to our clients. As a federally regulated entity, U.S. Bank must comply with all regulations and rules enforced by the Office of the Comptroller, Office of Foreign Asset Control, etc., including the U.S.A. Patriot Act, Anti-Money Laundering Act and more. Additionally, all U.S. Bank business units are subject to a number of internal and external audits that include, but are not limited to: Audit by Ernst & Young LLP, U.S. Bank's independent auditor. This audit is primarily directed at financial and accounting controls; not only how they are reported, but also the systems and business controls around the movement of money within the Bank. It typically begins with a request to provide documentation followed by a series of meetings to review the controls and follow up on issues. The entire audit process usually takes two to three weeks. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 25 of 32 Periodic audits from The United State Office of the Comptroller of the Currency (OCC). While this audit also focuses on financial and accounting controls, the auditors frequently pay special attention to other risk factors, such as credit policies and document control (i.e., customer agreements, account change requests, etc.). Periodic audits from Microsoft Corporation that focus on four deliverables: 1) Document recommended operating environment; 2) Validation of the system’s capacity plan for 24 months; 3) Comparison of system architectures with Microsoft best practices; and 4) Assessment of the efficiency of system tools and processes. U.S. Bank Corporate Payment Systems voluntarily participates in a bi-annual Integrated Risk Management (IRM) assessment. This audit, which involves detailed documentation of all critical path internal business processes, usually taking two weeks to update and review each cycle. Compliance with the United States Department of the Treasury, Office of Foreign Assets Control regulations (OFAC), the USA Patriot Act and the Office of the Superintendent for Financial Institutions (OSFI) in Canada as well as with the laws and regulations in countries where U.S. Bank Freight Payment/EIPP operates. We are happy to supply the results of our audits upon request. US Bank reconciles client accounts daily and maintains comprehensive audit procedures for verifying the accuracy and completeness of all statements and reports. We take the following quality control measures to ensure all reports and statements are accurate: Statement is checked for balanced condition with beginning and ending market value reconciled Summary asset schedules are balanced to detail schedules Statement cycles are compared for ending position reconcilement All subaccounts are balanced to consolidated account Date range is verified to ensure proper reporting period Security prices are reviewed for reasonableness and accuracy Dividends and accruals are verified on a test basis Detail schedules are reviewed for unusual transactions The Accounting department audits and corrects statements if necessary before providing them to the client. In addition, the U.S. Bank Accounting and Operations departments have ongoing quality control programs designed to identify systematic areas and processes where enhancements are needed to improve the accuracy of all accounting functions. Annual trust accounting reports are signed and certified by the Trust Accounting department. All reconciliation issues presented by investment managers or auditors will be researched towards resolution. Trust accounting for trust and custody arrangements is under the direct supervision of a senior trust accountant who reviews the accuracy of the transactions, accounting and reporting for periodic trust reports. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 26 of 32 The mission of U.S. Bancorp’s Business Continuity Program is to establish and support an on-going Business Continuity and Contingency Planning Program to evaluate the impact of significant events that may adversely affect customers, assets or employees. This program is designed to ensure that U.S. Bancorp can recover its mission-critical functions and applications, thereby meeting its fiduciary responsibility to its stakeholders and complying with the requirements of the Federal Financial Institutions Examination Council (FFIEC), the Securities and Exchange Commission (SEC), the Office of the Comptroller of the Currency (OCC), the Financial Industry Regulatory Authority (FINRA) and the Office of the Superintendent of Financial Institutions (OSFI). In addition, U.S. Bancorp has met all recovery criteria as prescribed by the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U.S. Financial System. The U.S. Bancorp and U.S. Bank NA Board of Directors approve the Business Continuity Program Policy annually, and key issues and status are reported to the Board and Senior Executives on a periodic basis. U.S. Bancorp has developed detailed Business Continuity Plans and Disaster Recovery Plans for the restoration of critical processes, applications, infrastructure and operations. U.S. Bancorp has dedicated resources to its contingency planning and disaster recovery program. Key features of U.S. Bancorp’s planning process include: Employee safety strategies as well as communications and notifications Systems and telecommunications accessibility Alternate physical site location and preparedness Emergency notification processes and systems System and data backup and recovery Pandemic and high employee absenteeism The Enterprise Readiness Services Department coordinates planning, strategy, testing and monitoring of the Business Continuity and Crisis Management Program across U.S. Bancorp. The Enterprise Readiness Services Department has set forth guidelines which incorporate industry best practices for: recovery of critical business units, recovery of technology and emergency and crisis management response. Business Impact Analysis—The risk impact analysis measures the effects of resource loss and escalating losses over time in order to provide management with reliable data upon which to base risk mitigation and continuity planning. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 27 of 32 Threat Vulnerability Assessment—U.S. Bancorp’s Business Continuity Program utilizes a Threat Vulnerability Analysis (TVA) process to assess the risk of major natural hazard events and the impacts of those events on all U.S. Bancorp corporate locations and the mission critical processes and technologies executed at those locations. This analysis drives strategic recovery planning for continuity of operations for these processes and technologies at the selected locations. The planning process assists in mitigating the potential concentration risk exposure of a single natural hazard or man-made event to any particular location or process. Business Continuity and Disaster Recovery Plans—The plans are a documented collection of procedures and information that is developed and maintained to enable U.S. Bancorp to provide products and services at an acceptable predefined level. Recovery plans are reviewed and approved biennially at a minimum, or as changes occur to mission critical functions and applications, or as a result of issues discovered during exercises or tests. Plans subject to the Interagency White Paper are reviewed/approved annually. Exercising and Testing—All aspects of the plans are periodically exercised and tested in accordance with regulatory requirements and U.S. Bank policy, and to demonstrate the level of recoverability. This includes plan activation simulation, including recovery strategies, crisis management and response, business continuity processes and critical infrastructure disaster recovery. Key mission critical applications are exercised on a quarterly basis. Mainframe data is mirrored and replicated to the hot site and server backups are stored off-site in a secured climate-controlled environment. Audit—Annual internal audits and periodic OCC/Federal Reserve exams are conducted of the business continuity and disaster recovery program. Board of Directors Updates—Enterprise Readiness Services provides regular updates on the status of its contingency and recovery program to the Audit Committee of the Board of Directors of U.S.Bancorp. Employee Training and Awareness—Employee training and awareness includes promoting awareness, testing evacuation procedures and identifying employees’ roles and responsibilities in a significant event. Clear communication during an outage is vital. Many U.S. Bancorp employees who support mission critical functions have cell phones and recovery plans. U.S. Bancorp’s Business Continuity Plans are developed and maintained to address multiple recovery scenarios to include key recovery strategies for such events as: high employee absenteeism, technology outages, natural hazard impacts, etc. Below are a few examples of what might occur if we experienced an interruption of our normal business operations. In the event a business site becomes inaccessible, U.S. Bancorp presently employs the following recovery strategies for Mission Critical functions: Transfer Work—Work is transferred to another location that does the same business function or has been cross trained. Relocate People within Business—Team members are relocated to another site. Relocate to Regional Recovery Center—A location, other than normal facility, will be used to process data and/or conduct critical or necessary business functions. Vendor Work Area Recovery—An external site will be used for the recovery of mission critical personnel and processes utilizing a third party owned location. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 28 of 32 Work from Home—Team members will work from home on a U.S. Bank-owned laptop or PC. In the event of a Data Center outage, U.S. Bancorp utilizes an internal alternate data center, which is geographically disbursed, and utilizes real-time mirroring and replication of data to our key recovery centers within prescribed Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO). In the event of a disaster at U.S. Bancorp that impacts your product or service, you would be notified by a member of the appropriate product or service customer support team. Since it is impossible to anticipate every type of potential disaster, there can be no assurance that there will be no interruption of the U.S. Bancorp’s business functions in all circumstances. This plan is subject to modification by U.S. Bancorp at any time. We test our plan quarterly. No. While we take pride in our smooth and efficient conversion process, one advantage of continuing your relationship with U.S. Bank is there will be no need to undergo a transition. Should the City decide to continue your relationship with U.S. Bank, a conversion will not be necessary. We do, however, have a dedicated transition team that assists with the process. By choosing U.S. Bank, there will be no need to undergo a conversion. While not applicable, our transition process is designed so there is very little burden on client resources. Relationship Managers customize and coordinate training based on each client’s unique needs. Important to note is that while the City will not need to undergo a conversion, Tina and Susan are available for ongoing training and support as needed free of charge. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Services Agreement 8408 Securities Safekeeping & Custodial Services Page 29 of 32 Relationship managers have the ultimate responsibility for coordinating a successful conversion. Our dedicated conversion team assists throughout the conversion process. After the conversion, the relationship manager and account manager assume responsibility for serving the relationship. Not applicable. Another advantage of continuing your relationship with U.S. Bank is there will be no costs associated with a conversion process. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 EXHIBIT B COMPENSATION Services Agreement 8408 Securities Safekeeping & Custodial Services Page 30 of 32 PLEASE SUBMIT THRU YEAR 2021 (Cost per Item and Total Cost) AND SUBMIT A GRAND TOTAL FOR FIVE YEARS. City of Fort Collins Estimated Frequency Grand Type of Service Usage / Items (D) Daily, (M) Monthly, (A) Annually Cost per Item Total Cost Cost per Item Total Cost Cost per Item Total Cost Cost per Item Total Cost Cost per Item Total Cost Total 5yrs Account Analysis 1 statement M 0.00 0.00 0.00 0.00 0.00 0.00 Account Maintenance 3 accounts A 0.00 0.00 0.00 0.00 0.00 0.00 Sweep Access 1 D 0.00 0.00 0.00 0.00 0.00 0.00 Securities Safekeeping (Choose One) Average Portfolio balance $308,798,270 A 0.000025 7,719.96 0.000025 7,719.96 0.000025 7,719.96 0.000025 7,719.96 0.000025 7,719.96 38,599.78 OR Per Security: Fed wireable securities 110 M 0.00 0.00 0.00 0.00 0.00 0.00 Service Fees Interest/ dividend payments 170 A 0.00 0.00 0.00 0.00 0.00 0.00 Purchases 85 A 0.00 0.00 0.00 0.00 0.00 0.00 Maturities (excl. repo) 35 A 5.00 175.00 5.00 175.00 5.00 175.00 5.00 175.00 5.00 175.00 875.00 Sales 5 A 5.00 25.00 5.00 25.00 5.00 25.00 5.00 25.00 5.00 25.00 125.00 Calls 45 A 5.00 225.00 5.00 225.00 5.00 225.00 5.00 225.00 5.00 225.00 1,125.00 Mortgage Pay Downs 48 A 5.00 240.00 5.00 240.00 5.00 240.00 5.00 240.00 5.00 240.00 1,200.00 Repo Origination 52 A 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 1,300.00 Repo Redemption 52 A 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 1,300.00 Report Fees Web access 1 A 0.00 0.00 0.00 0.00 0.00 0.00 Hard copy (3 Accounts) 3 M 0.00 0.00 0.00 0.00 0.00 0.00 (Account Analysis) Electronic (3 Accounts) 3 D 0.00 0.00 0.00 0.00 0.00 0.00 Cash Management System Access 1 D 0.00 0.00 0.00 0.00 0.00 0.00 Investment Transactions 1 D 0.00 0.00 0.00 0.00 0.00 0.00 Provided Software 1 A 0.00 0.00 0.00 0.00 0.00 0.00 Wire Transfers Incoming 10 A 0.00 0.00 0.00 0.00 0.00 0.00 Outgoing 10 A 10.00 100.00 10.00 100.00 10.00 100.00 10.00 100.00 10.00 100.00 500.00 Repo Incoming 52 A 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 1,300.00 Repo Outgoing 52 A 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 5.00 260.00 1,300.00 Cost of Collateral or Dep Insurance 1 A 0.00 0.00 0.00 0.00 0.00 0.00 Daylight Overdraft Charges Services Agreement 8408 Securities Safekeeping & Custodial Services Page 31 of 32 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 New insurance Services Agreement 8408 Securities Safekeeping & Custodial Services Page 32 of 32 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. X 08/01/17 MWZY308048 5,000,000 A 1-612-333-3323 X Minneapolis, MN 55402 X 2,000,000 47409473 47409473 612-333-3323 EP-MN-L20I 200 South 6th Street 2,000,000 Gerry S. Paul 24147 5,000,000 ddebuhr N/A 1,000,000 CON 612-373-7270 5,000,000 OLD REPUBLIC INS CO 08/01/17 Dawn Heinemann X X 2,000,000 5,000,000 07/20/2016 08/01/16 City of Fort Collins USA N Fort Collins, CO 80524 X Minneapolis, MN 55402 08/01/16 Suite 700 5,000,000 80 South 8th Street 08/01/16 A dheinemann@hayscompanies.com A 215 N. Mason Street, 2nd Floor Hays Companies X contract. Certificate holder is additional insured as respects general and automobile liability policies where required by written MWTB308046 MWC30804500 08/01/17 U.S. Bancorp and its Subsidiaries DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Manashi Mukherjee CHI-004962584-01 ELU130790-13G 08/01/2014 LIMIT: $25,000,000 of Marsh USA Inc. N A ERRORS & OMISSIONS 08/01/2013 07/04/2014 PO Box 580� City of Fort Collins� Fort Collins, CO 80522 A 08/01/2013 J18190-STND-$25M-13-14 LIMIT: $25,000,000 FI BOND (CRIME) 36940 08/01/2014 333 South 7th Street, Suite 1400� Marsh USA Inc.� Minneapolis, MN 55402-2400 200 S. 6th STREET� U.S. BANCORP AND ITS SUBSIDIARIES� MINNEAPOLIS, MN 55402 EP-MN-L20I� ELU130790-13F 215 N. Mason Street, 2nd Floor� Attn: Jerry Groves� Indian Harbor Insurance Company DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84 Conversion Costs 0.00 N/A N/A N/A N/A N/A N/A N/A N/A 0.00 Research (per hour) 5 Hours Annually 0.00 0.00 0.00 0.00 0.00 0.00 Training (cost per hour) 10 Hours Annually 0.00 0.00 0.00 0.00 0.00 0.00 Other (please specify) GRAND TOTAL: 9,524.96 9,524.96 9,524.96 9,524.96 9,524.96 47,624.78 2020 2021 Exhibit B: Pricing Schedule Investment, Safekeeping and Custodial Services 2017 Per occurance One Time 2018 2019 DocuSign Envelope ID: F36C4C60-9FD1-493A-BE26-3B08F553DA84