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HomeMy WebLinkAboutReso 81-22 Approving a Consulting Services Agreement Between the City of Dublin and Chandler Asset Management Reso. No. 81-22, Item 4.10, Adopted 06/21/2022 Page 1 of 1 RESOLUTION NO. 81 – 22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CHANDLER ASSET MANAGEMENT WHEREAS, the City desires to continue to engage a professional investment management firm with the technical expertise to develop and implement a sophisticated investment strategy; and WHEREAS, the City went through a Request for Proposal to provide investment services and received five responses; and WHEREAS, City Staff evaluated the responses and determined that Chandler Asset Management’s approach most closely aligned to the City’s needs; and WHEREAS, Chandler Asset Management specializes in and has extensive experience in public agency investing, including the past eight years with the City; and the City and the Consultant now wish to enter into an Agreement for investment and asset management services; and WHEREAS, Chandler Asset Management has proposed a tiered fee schedule based on the total asset valuation under Chandler Asset Management’s direct management. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the consulting services agreement with Chandler Asset Management, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement and make any necessary, non-substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 21st day of June 2022, by the following vote: AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 1 of 14 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CHANDLER ASSET MANAGEMENT FOR INVESTMENT AND ASSET MANAGEMENT SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and Chandler Asset Management (“Consultant”) (together sometimes referred to as the “Parties”) as of July 1, 2022 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2025, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended for two one-year extensions upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder. 1.5 [Intentionally Deleted]. 1.6 [Intentionally Deleted]. Exhibit A Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 2 of 14 Section 2. COMPENSATION. City hereby agrees to pay Consultant as specified in the proposal, attached as Exhibit B, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed under this Agreement. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: The beginning and ending dates of the billing period; Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 [Intentionally Deleted]. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. Exhibit A Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 3 of 14 In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 [Intentionally Deleted]. 2.6 [Intentionally Deleted]. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 4 of 14 THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. 4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including without limitation, blanket contractual liability and the use of owned and non-owned automobiles. Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 5 of 14 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 6 of 14 not less than $2,000,000 covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least 3 years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 3 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 7 of 14 satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:  Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;  Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or  Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Consultant further acknowledges that Consultant performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Consultant performs for the City and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 8 of 14 regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever, except as authorized in this Agreement. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 9 of 14 for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 11 of 14 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous 12 months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 12 of 14 sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City’s sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant’s economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Chandler Asset Management Attn: Nicole Dragoo 6225 Lusk Boulevard San Diego, CA 92121 Any written notice to City shall be sent to: City of Dublin Attn: Jay Baksa 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, C, and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification Exhibit D City of Dublin’s Investment Policy 10.12 Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts delivered and/or signatures executed by City-approved Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 13 of 14 electronic or digital means shall have the same force and effect as the use of a manual signature. Both Parties desire this Agreement to be electronically signed in accordance with applicable federal and California law. Either Party may revoke its agreement to use electronic signatures at any time by giving notice to the other Party. 10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Page 14 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF DUBLIN CHANDLER ASSET MANAGEMENT Linda Smith, City Manager Nicole Dragoo, President Attest: Marsha Moore, City Clerk Approved as to Form: City Attorney 3070368.1 Attachment 2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Exhibit A – Page 1 of 3 EXHIBIT A SCOPE OF SERVICES Consultant shall provide the following services: Consultant shall provide investment management and advisory services for the City on all funds, as authorized by the City Council and directed by Staff to be managed by Consultant. The Consultant shall provide the additional related services, which shall include but not be limited to the following: a) Assisting the City, as the City deems necessary, in analyzing its cash flow requirements to determine the amount of funds to be invested with Consultant. b) Assisting the City, as the City deems necessary, in determining its investment risk tolerance and appropriate portfolio benchmark. c) Meeting with City staff, from time to time as reasonably requested by City, to review the investment portfolio and performance. d) On an annual basis, reviewing and recommending changes to the City’s Investment Policy based on legislative changes and other relevant market conditions. e) Providing the City with on-line access to real-time information on the City’s investment positions and providing monthly investment reports for the City. f) Providing other investment-related services as agreed upon. Additional Provisions 1. City Representative. In its capacity as investment manager, Consultant shall receive all instructions, directions and other communications on City's behalf respecting City's account from the Representative designated from time to time by the City Manager. The City Manager has designated Lisa Hisatomi, Administrative Services Director as the Representative. Consultant is hereby authorized to rely and act upon all such instructions, directions and communications from such Representative or any agent of such Representative. 2. Investment Policy. In investing and reinvesting City’s assets, Consultant shall comply with City’s Investment Policy, the current version of which is attached as Exhibit _D_ to the Agreement. 3. Authority of Consultant. Consultant is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to compliance with the Investment Policy and instructions given or guidelines set by the Representative. 4. Electronic Delivery. From time to time, Consultant may be required to deliver certain documents to City such as account information, notices and required disclosures. City hereby consents to Consultant’s use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and City agrees that such notification will constitute “delivery”. City further agrees to provide Consultant with City’s email address(s) and to keep this information current at all times by promptly notifying Consultant of any change in email address(s). Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Exhibit A – Page 2 of 3 City email address(s):admin.service@dublin.ca.gov 5. Proxy Voting. Consultant will vote proxies on behalf of City unless otherwise instructed. Consultant has adopted and implemented written policies and procedures and will provide City with a description of the proxy voting procedures upon request. Consultant will provide information regarding how City’s proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747, or by emailing your request to compliance@chandlerasset.com. 6. Custody of Securities and Funds. Consultant shall not have custody or possession of the funds or securities that City has placed under its management. City shall appoint a custodian to take and have possession of its assets. City recognizes the importance of comparing statements received from the appointed custodian to statements received from Consultant. City recognizes that the fees expressed above do not include fees City will incur for custodial services. 7. Valuation. Consultant will value securities held in portfolios managed by Consultant no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by Consultant to reflect fair market value. 8. Investment Advice. City recognizes that the opinions, recommendations and actions of Consultant will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that Consultant acts in accordance with the standards set out in Section 1.2 of the Agreement, City agrees that Consultant will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws. 9. Payment of Commissions. Consultant may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Consultant to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that Consultant may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Consultant makes no warranty or representation regarding commissions paid on transactions hereunder. 10. Other Clients. It is further understood that Consultant may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for City's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Consultant will have no obligation to purchase or sell for City's account any securities which it may purchase or sell for other clients. 11. Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Exhibit A – Page 3 of 3 for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for Consultant to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties. 12. Receipt of Brochure and Privacy Policy. City has received the disclosure statement or "brochure" and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). City has received a copy of Consultant’s Privacy Policy. Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Exhibit B – Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE OVERVIEW City shall compensate Consultant monthly an amount calculated on the average market value of City’s portfolio, including accrued interest, in accordance with the following schedule: Assets Under Management Annual Investment Management Fee First $75 million 0.07 of 1% (7 basis points) Next $75 million 0.06 of 1% (6 basis points) Assets in excess of $150 million 0.05 of 1% (5 basis points) The fees expressed above do not include any custody fees that may be charged by City’s bank or other third party custodian. The City is not required to pay any start-up or closing fees; there are no penalty fees. There are no additional costs associated with the sale and purchase of securities, other than those that may be imposed by the custodian. Fees shall be prorated to the effective date of termination of the agreement on the basis of actual days elapsed, and any unearned portion of prepaid fees shall be refunded. The fee schedule is all-inclusive for the services that the Consultant will provide the City, including personal visits and education offerings for staff. Fees shall be deducted monthly in arrears from City’s custody account. There is no annual minimum required. Attachment #2 CHANDLER ASSET MANAGEMENT, INC. 6225 Lusk Boulevard San Diego, California 92121 Direct: 858-546-3737, Toll free: 800-317-4747 info@chandlerasset.com | chandlerasset.com Request for Proposals for: DUBLIN CALIFORNIA INVESTMENT ADVISORY SERVICES DUE: APRIL 15, 2022 5 PM EXHIBIT B Attachment #2 Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA TABLE OF CONTENTS 1.COVER LETTER ..............................................................................................................................................1 2.FIRM BACKGROUND AND ORGANIZATION ..................................................................................................2 3.STAFFING ......................................................................................................................................................5 4.FEES ..............................................................................................................................................................9 5.ASSETS UNDER MANAGEMENT ................................................................................................................ 10 6.INVESTMENT MANAGEMENT DISCIPLINE AND APPROACH ..................................................................... 12 7.PORTFOLIO MANAGEMENT ...................................................................................................................... 21 8.PORTFOLIO REPORTING ............................................................................................................................ 24 9.REFERENCES .............................................................................................................................................. 27 10. CONFIRMATION ........................................................................................................................................ 27 CHANDLER APPENDICES Exhibit A *Removed as part of the Staff Report April 14, 2022 The City of Dublin Attention: Jay Baksa 100 Civic Plaza Dublin, California 94568 Sent via: email Jay.Baksa@dublin.ca.gov RE: Request for Proposals – Investment Advisory Services Dear Mr. Baksa, Chandler Asset Management has had the privilege of providing investment advisory services to the City of Dublin since 2013. We appreciate this opportunity to extend our relationship with you and herein respectfully submit our Proposal for Investment Advisory Services. Although the City’s staff is already acquainted with our firm and the quality of services that we provide, we hope to highlight the benefits of continuing to work with Chandler. Our investment approach is based on an investment philosophy developed in response to the shared objectives of all our public agency clients, which emphasizes safety, liquidity, and return. In addition to providing disciplined investment advisory services, our goal is to continue to provide consistency and continuity for the City of Dublin, so that you and your staff can focus on serving your community. While this proposal is only a summary of the services that we have provided throughout our engagement with the City, we look forward to discussing any additional areas to assist you to further enhance the overall investment program beyond those listed in the RFP. As the firm’s President, I am authorized to bind the firm and to act in this capacity, as well as to confirm our intent to bid on all sections of the City’s Scope of Work. I certify that the information provided in our proposal is accurate, firm, and irrevocable, and shall be valid for a period of 90 days from April 15, 2022. We look forward to discussing our qualifications with you in person. If you have any questions during the proposal evaluation period, please do not hesitate to contact William Dennehy, CFA, Co-CIO, directly at (858) 888-5087, toll-free (800) 317-4747, or via email at wdennehy@chandlerasset.com. Additionally, you can contact Neil Murthy, Relationship Manager, directly at (858) 245-4869, toll-free (800) 317-4747, or via email at amurthy@chandlerasset.com. Sincerely, CHANDLER ASSET MANAGEMENT, INC. Nicole Dragoo, JD, IACCP President 6225 Lusk Boulevard | San Diego, CA 92121 | Phone 800.317.4747 | chandlerasset.com Attachment #2 2 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA 2. FIRM BACKGROUND AND ORGANIZATION a. Describe your organization, date founded, ownership and other business affiliations. Provide number and location of affiliated offices. Specify the number of years your organization has provided investment management service. Chandler Asset Management Inc.’s (“Chandler”) core expertise is providing fully customized, high quality fixed-income investment solutions for public agency clients. We are experts in managing public funds, providing excellent stewardship over the investment activities entrusted to us, and have, for over three decades, performed our fiduciary duty with discipline and care. Our firm provides comprehensive investment solutions for local governments that are guided by the objectives of preservation of principal, access to liquid funds, and maximization of investment returns within established risk parameters and legal requirements. From our over three decades of experience and client-focused approach, we understand firsthand the challenges of investing in public funds in a world with dynamic financial markets and economic conditions. History Chandler was founded in 1988 by Kay Chandler as a result of her experience serving as Investment Officer for the County of San Diego for eight years, and for the City of San Diego for another two years. With many responsibilities for treasury management and finance functions within these departments, Ms. Chandler recognized that public entities with limited time and resources could benefit from external professional expertise and technological resources to help manage their investment programs. In 1991, Martin Cassell, Ms. Chandler’s successor on the investment staff of the City of San Diego, joined the firm. Mr. Cassell now serves as Chandler’s CEO. Over the years, Ms. Chandler and Mr. Cassell carefully assembled a team of professionals with the specialized professional expertise and technical skills necessary to structure highly effective, fixed income cash and core investment programs for cities, counties, and other local government entities. The firm manages $25.8 billion as of December 31, 2021, including $21 billion in separately managed accounts for 175 public agencies. All of the firm’s Portfolio Managers are CFA charter holders and are committed to strengthening and sharing their knowledge of prudent standards of investment management for public funds. The comprehensive services we offer including portfolio management, regulatory guidance, and increased transparency through comprehensive reporting are designed to meet the specific needs of public agencies. Chandler remains committed to our principles of conservative fixed income management as the firm continues to evolve in response to our clients’ needs and to the public investment climate. As a result of our significant growth and in support of our objectives, we serve our clients from six other offices besides our San Diego headquarters, located in Denver, Colorado; Orlando, Florida; Ventura, California; Walnut Creek, California; Marin County, California; and Seattle, Washington. The firm’s professional staff currently totals thirty-seven (37) individuals and includes twelve (12) investment team members. Firm Structure and Ownership Chandler is an independent and 100% employee-owned California corporation. In 2017, Chandler’s key shareholders and Executive Management Team introduced an Employee Stock Ownership Plan (“ESOP”) that aligns with the firm’s values and culture of shared success. Every employee is an owner through the ESOP Trust, which owns 68% of the firm and is the primary shareholder. Key employees from the Attachment #2 3 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Executive Management Team remain as individual owners. We believe that this structure contributes to our ability to attract and retain the highest quality investment professionals as well as to sustain growth, promote accountability, and best serve current and prospective clients well into the future. One of the firm’s guiding principles is participation in the development of best practices in the management of public funds. Our investment and client service professionals serve as committee members and are active participants and sponsors of national and regional associations that develop recommended best practices and training curricula, including the Government Finance Officers Association (GFOA), the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA), the California Debt and Investment Advisory Commission (CDIAC), and the CFA Institute. We are often involved in drafting investment legislation and recommending best practices on a state and national level and providing guidance on safe and effective practices for the management of public funds. In addition, Martin Cassell, CFA, CEO, sat on the GFOA’s Committee on Treasury and Investment Management. This committee tracks new developments in cash management and develops best practices for government officials at all levels. Chandler qualifies as a Small Business in California through the Department of General Services, with certification ID 1747894, expiring September 30, 2023. b. Describe your firm’s revenue sources (e.g., investment management, institutional research, etc). The firm’s revenue is derived entirely from fees received from our clients for the investment management and/or advisory services we provide. Chandler does not act as a broker or dealer in securities or receive any other form of additional compensation from third-party sales arrangements, investment pool management, research exchanges, or transaction fees. As of our most recent fiscal year end, approximately 90% of the firm’s revenue is derived from institutional accounts. The remaining revenue is derived from Chandler’s strategies that are offered to select Registered Investment Advisers on platforms for sub-advised services. c. Within the past three years, have there been any significant developments in your organization (e.g., changes in ownership, new business ventures)? Do you expect any changes in the near future? In 2022, William Dennehy II, CFA, Scott Prickett, CTP, and Jayson Schmitt, CFA were promoted to Co- Chief Investment Officers. Martin Cassell, CFA, CEO transitioned all CIO responsibilities to the three new CO-CIOs as of January 1, 2022. Nicole Dragoo, Chandler’s COO and Chief Compliance Officer was promoted to President in April 2021. Joseph Kolinsky, hired as Compliance Manager in January 2020 now serves as Chief Compliance Officer. Other additions to the staff include Ryan Tauber, MBA, Managing Director of Business Development, who oversees the firm’s sales, marketing, and client service efforts. Chandler continues to create new positions to accommodate growing business demands. d. Describe any U.S. Securities and Exchange Commission (SEC) censures or litigation involving your organization, any officer, or employee at any time. Neither Chandler nor any of its officers or employees has ever been subject to any regulatory censure or litigation by the SEC, NASD, or other regulatory agencies regarding the investment management and advisory services it provides. Attachment #2 4 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA e. Identify the types of accounts managed by your firm (e.g., government, pension, corporate, high net worth, and endowment/foundation). Chandler manages portfolios that are comprised of asset classes in the U.S. fixed income universe that align with our clients’ objectives of safety, liquidity, and return. In California, these are assets that are permitted by California Government Code 53601 and 53635. The composition of Chandler’s portfolios includes high quality, short-term investment-grade, U.S. dollar-denominated securities including but not limited to: U.S. Treasuries, Federal Agencies, municipal bonds, negotiable CDs, Corporate notes, Supranational securities, asset-backed and mortgage backed securities. We provide complete investment services for a public entity investment program, including: • Operating Funds • Debt Service Funds • General Revenue Funds • Reserve Funds • Bond Proceeds • Post-Employment Benefit • Capital Project Funds • JPA Investment Funds Chandler Client Types and Total Firm Assets Under Management As of December 31, 2021 Client Type # of Accounts AUM ($MM)* Public Sector 347 $20,794 Corporate 13 $52 Healthcare 34 $4,350 Non-profit 31 $153 Sub-advised 308 $218 Other 11 $44 Total 744 $25,611 *Other includes DC Plan, Church and Higher Education assets. Chandler assets under management as of 12/31/2021. Northern California Clients Alameda County Water District City of Cupertino City of Pittsburg CJPRMA Alpine County City of Dublin City of Pleasant Hill CSJVRMA Amador County City of Elk Grove City of San Leandro First 5 Alameda County Big Independent Cities Excess Pool City of Fairfield City of San Mateo First 5 Santa Clara County Calaveras County City of Merced City of Shasta Lakes Mendocino County Corporate <1%Non Profit 1% Healthcare 17% Sub-advisory 1% Public 81% Assets Under Management $25.8 Billion Attachment #2 5 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA California Earthquake Authority City of Milpitas City of South San Francisco NCCSIF City of Alameda City of Monterey City of Sunnyvale Sierra County City of American Canyon City of Mountain View City of Vallejo Town of Danville City of Atwater City of Orinda City of West Sacramento Truckee *The list includes Northern California clients as of 12/31/2021 listed alphabetically and only includes clients that have given permission to be listed. It is not known whether the clients listed approve or disapprove of Chandler Asset Management and the investment advisory services provided. Includes discretionary and non-discretionary relationships. The above clients’ accounts include operating cash and reserves, bond project accounts, and bond reserves, each separately managed to fulfill its specific objectives within its own risk profile. We propose to manage the City’s portfolio in a manner that is customized to meet your specific financial and investment goals and would provide you with the same level of diligence, client service and investment expertise that we provide to all our clients. f. Describe your firm’s fiduciary liability and/or errors and omissions insurance coverage. Include dollar amount of coverage. Chandler maintains a comprehensive, full-coverage insurance program with the relevant coverages provided by firms rated “Excellent” or better by AM Best Rating, including the following: EO/DO (professional liability) $30 million ($200,000 retention) Fidelity Bond/Employee Dishonesty: $10 million/$100,000 deductible Commercial General Liability: $2,000,000 per occurrence/$4,000,000 aggregate Umbrella Liability: $10,000,000 per occurrence/$10,000,000 aggregate Cybersecurity: $4,000,000 Automobile Liability: $1,000,000 combined single limit In addition, each ERISA plan is insured to 10% of the plan’s asset values, not to exceed $500,000 per insured plan. We have included a copy of our ACORD Certificate of Liability in the Appendix. 3. STAFFING a. Identify the number of professionals employed by your firm by classification. Chandler Asset Management has a staff of thirty-seven (37) professionals, who are categorized as follows: Chandler Asset Management Professional Staff Classification # of Professionals CEO 1 President 1 Attachment #2 6 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Chief Investment Officers 3 Investment Management and Research 8 Client Service & Marketing 12 Operations 6 Compliance 3 Administration/Human Resources 3 Total 37 The entire Investment Management Team is responsible for providing investment advice and management of funds to our public agency clients, as well as for research, analysis, strategy development, and oversight of the firm’s investment management processes. The firm’s investment committee consists of twelve investment professionals. b. Provide an organizational chart showing functions, positions, and titles of all the professionals in your organization. Please find Chandler’s organizational chart showing the functions, positions, and titles of all the professionals within the organization. Chandler Asset Management Organizational Chart As of March 31, 2022 Attachment #2 7 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA c. Provide biographical information on investment professionals who will be involved in the decision- making process for the City’s portfolio, including number of years at your firm. Identify the person who will be the primary portfolio manager assigned to the account. The following table shows the Chandler team of investment professionals assigned to the City of Dublin relationship, including their responsibilities and tasks. Investment Professionals Assigned to the City Contact Name and Title Role in Engagement Industry Tenure Firm Tenure Education Investment Management William Dennehy II, CFA Co-Chief Investment Officer • CO-CIO • Implements portfolio strategies • Research and Analysis • Co-Chair of Credit Committee and Economic and Market Analysis Committee and member of the MAC Committee. 30 years 11 years B.S. Business Administration, California State University, Chico, Chartered Financial Analyst CFA® charter holder Dan Delaney Senior Portfolio Manager • Senior Portfolio Manager • Implements portfolio strategies • Performs credit analysis • Co-Chair of Sector Committee and member of the Credit Committee. 16 years 1 year B.A., Business Economics, University of Exeter, UK, Chartered Financial Analyst CFA® charter holder Engagement Management & Client Service Aneil (Neil) Murthy Relationship Manager • Relationship Manager & Key Contact • Conducts onboarding process • Oversees client communication Ensures and coordinates project deliverables 13 years 2 years B.A. Political Science, University of Connecticut; M.B.A., Post University Series 65 License Stacey Alderson Senior Client Service Manager • Client Service Contact • Reviews Investment Policy • Schedules training and educational presentations 24 years 8 years B.B.A. Accounting, University of Montevallo Attachment #2 8 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Compliance & Oversight Nicole Dragoo, JD, IACCP President • Head of Firm Compliance, Operations, Administration • Responsible for regulatory compliance and legal matters • Oversees firm’s operations and administrative functions 22 years 21 years B.A. Business Economics, J.D. University of San Diego; Investment Adviser Certified Compliance Professional (IACCP) designation Portfolio Managers. Drawing from their collective expertise, the Investment Management Team develops and implements strategies for the City based on a thorough, well-rounded analysis of investment ideas that are specific to the strategy and your investment objectives. William (“Bill”) Dennehy II (CFA), Co-Chief Investment Officer, will serve as the primary portfolio manager for the City. Bill also serves as a member of the firm’s Executive Committee, Multi-Asset Class Committee, and is Co-Chair of the firm’s Economic, Market Analysis Committee and Credit Committee, and Multi-Asset Class Committee. Daniel Delaney, Senior Portfolio Manager, will serve as the secondary portfolio manager for the City. He is responsible for implementing portfolio strategy and securities trading in client accounts. Dan serves as Co-Chair of the Sector Committee. Client Service Neil Murthy (MBA) will be the Relationship Manager and another key contact for the City. Located in Walnut Creek, Neil will help coordinate all aspects of the City’s service needs, develop a City-led schedule of regular in-person client meetings, as well as attend meetings, along with your primary investment contacts. Stacey Alderson, CTP, Client Service Manager will support Scott in serving the City and its staff. Scott and Stacey are in our Denver office and will be accessible as local resources for any calls or in-person visits. Your relationship managers will work closely with you – reviewing investment policies, assisting with custodial relationships, and providing investment training among other things. Chandler’s client service and marketing teams provide responsive service and follow-through to completion for any pressing or immediate needs of the City and its staff. Our client service personnel are adept at handling the non-investment needs of the engagement and will escalate any issues and route them through the correct channels, if necessary. Compliance and Oversight The firm’s President, Nicole Dragoo, JD (IACCP), is responsible for the firm’s strategy and administration and oversees the compliance and operations departments. She also leads the onboarding process of new client accounts and heads a team that communicates effectively with accountants, custodians, and administrators during the transition period and for the duration of the relationship. Attachment #2 9 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA 4. FEES a. Please include a copy of your firm’s fee schedule applicable to this RFP. Chandler is pleased to provide comprehensive, full-time discretionary investment management (advisory) services to the City as described herein Chandler’s proposal and in the City’s Scope of Services in accordance with the following fee schedule: Proposed Fee Schedule for the City of Dublin Assets Under Management Annual Asset Management Fee First $75 million 0.07 of 1% (7 basis points) Next $75 million 0.06 of 1% (6 basis points) Assets over $150 million 0.05 of 1% (5 basis points) Our proposed fee schedule is all-inclusive for the services that Chandler provides, including full time investment advisory and portfolio management services, technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, personal visits, educational offerings for your staff, as well as the additional treasury support services described herein in Chandler’s proposal. Chandler does not charge fees on funds held in Local Government Investment Pools. Fees are firm for the entire initial contract term and the City will not be subject to any increases during this period. Our fee schedule does not include charges that the City would incur for third-party custodial services, which, as an important control in the investment process, is not provided by Chandler. Examples of the fees assessed to the City at different asset levels according to the above proposed tiered fee schedule are as follows: Total Assets Under Management Annual Fee in Basis Points Annual Fee in $ dollars $240 million 5.94 bps $142,500 $275 million 5.82 bps $160,000 $300 million 5.75 bps $172,500 Fees are based on the amount of assets under management and are not based on transaction volume. Management fees will accrue as long as there are assets in the portfolio, even if there is no activity during the period. Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), they will fluctuate based on portfolio value. The examples above are based on sample account sizes and should not be considered a “not to exceed” fee. Fees are charged monthly in arrears and can be debited directly from your third-party custody account. b. Identify any expenses that would not be covered through this fee structure and would be required in order to implement the firm’s program. Our proposed fee schedule is all-inclusive for the services that Chandler provides, including meetings, personal visits, and educational offerings for your staff, as well as investment management services described in the City’s Scope of Services. Our fee schedule does not include charges that the City would incur for third-party custodial services. Attachment #2 10 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA c. Please provide a statement of fees for such additional services as arbitrage rebate, or other related services. As an SEC-registered investment adviser and in accordance with California Government Code 53600.3, Chandler shares your fiduciary duty and holds itself to the highest standards, aiming to safeguard principal and maintain the liquidity needs of the City as primary objectives. Chandler acts in accordance with prudent investor standards, avoiding conflicts of interest and putting clients’ needs first in all matters and responsibilities related to the investment management services we provide. There are no extra fees associated with arbitrage rebates or other related services. Our reports provide all information necessary to perform arbitrage calculations and develop the arbitrage compliance reports, and our fee schedule is comprehensive for all services we will provide to the City. d. Describe your firm’s compensation policies for investment professionals. Chandler has a comprehensive compensation policy for our investment professionals designed to be aligned with the interests of our clients. This policy includes incentives based on individual contributions to our clients’ success, as well as efforts towards building an enduring firm with a long-term culture of shared success, rather than utilizing performance-based compensation. Individual base salaries are competitive, and commensurate with experience, education, and roles and responsibilities. Furthermore, all employees participate in the firm’s Employee Stock Option Plan (“ESOP”) and have a proportionate share in the ownership of the firm. Chandler’s senior leadership team receives competitive base salaries, as well as annual discretionary bonuses based on individual contributions to the firm’s overall success. Key principals of the firm are also majority owners and have a proportionate share in the firm that is greater than the employee participation share of the ESOP Trust. 5. ASSETS UNDER MANAGEMENT a. Summarize your institutional investment management asset totals by category for your latest reporting period in the following table: Institutional Assets under Management As of December 31, 2021 Operating Funds Other Funds Governmental $ 20,597,421,147 $ 223,730,510 Other Institutional $ 2,116,111,368 $ 143,363,362 b. Provide the number of separate accounts whose portfolios consist of operating funds. Chandler has a total of 184 client relationships whose portfolios consist of operating funds. Attachment #2 11 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA c. List in the following table the percentage by market value of aggregate assets under management for your latest reporting period: Type of Assets Percent by Market Value U.S. Treasury securities 33% Federal Agency obligations 22% Corporate securities rated AAA-AA 5% Corporate securities rated A 12% Corporate securities rated BBB or lower 2% Other 26% “Other” include Commercial Paper (CP), Municipal Bonds, Mortgage-Backed Securities (MBS), Asset Backed Securities (ABS), Collateralized Mortgage Obligations (CMOs), Negotiable CDs, and Time Deposits. Supranationals and equity mutual funds, also included in “Other”, are held only in accounts not subject to California State law governing the investment of public funds. d. Describe the procedures that your firm has in place to address the potential or actual credit downgrade of an issuer and to disclose and advise a client of the situation. Chandler employs a proprietary credit research process with the objective of identifying stable and improving credits to include in client portfolios. To enhance our internal processes, Chandler utilizes several external research providers including CreditSights, Egan-Jones, BCA Research, Stone and McCarthy, and ITR Economics. However, in all cases, the decision as to whether to include a security in client portfolios is based on the internal, proprietary evaluation of the particular issuer. Each sector and issuer is reviewed a minimum of once per quarter or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits. In addition to the formal Credit Committee meetings, all credits are monitored continuously. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e. earnings, press releases, management presentations or conferences, rating changes, etc.). The gathered information is distributed to the entire investment management team on a daily basis. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. • A core philosophy for the Chandler team is transparency and client communication. The Chandler team meets frequently with our clients, either in person or remotely in the COVID environment, to provide updates on our economic outlook, the current positioning of the portfolio, as well as likely changes to the portfolio asset allocation, portfolio structure and individual security holdings in the coming quarters based on our overall outlook. • We take an active approach in highlighting to our client’s securities are more likely to be utilized as a ‘source of funds’ for rebalancing transactions based on changing credit fundamentals, risks not well understood by the majority of market participants, as well as credit quality and maturity. • In the event a security is no longer deemed suitable and consistent with the credit quality objectives of the underlying portfolio, the Chandler team takes a tactical approach to exiting the position. Depending on market conditions and our overall outlook for the security, this may entail selling the security immediately, dollar cost averaging out of our exposure over several weeks, or choosing to Attachment #2 12 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA hold the position if the maturity is very short or a corporate action (i.e., make whole call) is likely in our judgment. Please see page 17 to review Chandler’s credit analysis and security selection process. e. Provide data on account/asset growth over the past three years. Indicate the number of accounts gained and the number of accounts lost. For the most recent 12-month period ending December 31, 2021, Chandler gained twenty-seven (27) institutional clients totaling approximately $1.5 billion. During the same period, Chandler lost six (6) institutional clients. Clients have discontinued services provided by Chandler for various reasons, including budgetary constraints, spending down investable assets, or internal changes in finance administration/staff. Notably, Chandler has never had a client discontinue service for convenience or for cause. Year Ending December 31 Institutional Assets Accounts Gained Accounts Lost 2021 $ 25,281,592,317 27 6 2020 $ 21,764,713,385 15 0 2019 $ 19,056,525,771 10 3 handler’s institutional assets under management for the past five years and the current year (2019-12/31/2021). Includes both discretionary and non-discretionary assets. Advised assets are excluded. f. Provide a copy of the firm’s most recent Form ADV, Parts I and II (including all schedules). Please find the firm’s most recent Form ADV, Parts I and II enclosed in the Appendix. 6. INVESTMENT MANAGEMENT DISCIPLINE AND APPROACH a. Describe your firm’s investment philosophy for public clients, including your firm’s philosophy regarding average duration, maturity, investment types, credit quality, and yield. How would you apply your philosophy to the City of Dublin’s portfolio? We believe that through effective risk management, we can enhance the potential for higher total returns for risk-conscious clients while maintaining their shared primary objectives of safety and liquidity. Our approach utilizes investment processes and strategies we have developed over three decades, and focuses on: $19.1 $21.8 $25.3 $- $5 $10 $15 $20 $25 $30 2019 2020 2021 Chandler's Institutional AUM ($ billions) Attachment #2 13 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA • Safety of principal 1; • Appropriate levels of liquidity; • Diversification of risk; • Compliance with policies, legal requirements, and risk/return objectives; and • Active management to generate investment income and total return. We implement this philosophy by structuring investment portfolios with the goal of achieving performance that consistently exceeds the returns of a selected market benchmark over a market cycle, while always maintaining each client’s tolerance for risk. We reduce exposure to market risk by diversifying the portfolio by sector, credit quality, maturity, issuer, and security type, and by establishing and maintaining a target portfolio duration that is consistent with the investment objectives. Chandler’s singular focus stems from the investment philosophy of our clients that prioritizes safety and liquidity above chasing returns that may put their principal at increased risk. As a result of this focus, we take a conservative approach regarding all aspects of the investment and portfolio management process. Our methods for developing the investment objectives and constraints for our clients is customized after an extensive review and thorough understanding of the investment policy, risk tolerances, as well as the current and expected mandates of the client’s specially purposed funds. b. What are your primary strategies for adding value to portfolios (e.g., market timing, credit research, trading)? Chandler’s pro-active portfolio management, diligent security analysis, and prudent attention to cash flow needs add value to client portfolios and enhance the consistent returns generated over time. Our approach to structuring the portfolios is designed to fulfill the City’s requirements in a way that addresses specific investment needs, and focuses on the following key elements: • Duration Management — We strive to maintain duration (the portfolio’s price sensitivity to changes in interest rates) within a defined range that reflects the City’s return requirements and acceptable volatility as indicated by a benchmark that reflects the risk parameters and expected return. Duration is the largest determinant of risk and return. We attempt to minimize the impact of the duration decision on return volatility by limiting duration to within a +/- 20% duration band around the target (benchmark) duration. We have observed that longer-duration portfolios have historically outperformed shorter duration portfolios over long-term investment horizons. We will work with the City to identify an appropriate duration target that takes advantage of longer maturity investments with higher yields while limiting volatility and providing for needed liquidity. An optimal term structure is based on our proprietary analysis and a probability-weighted forward- looking forecast of various interest rate scenarios that may occur at the six- to twelve-month horizon date. • Sector Allocation— Our sector allocation process is based on the belief that portfolios are more robust and prepared for unforeseen events if they have a well-diversified exposure to high quality fixed income securities. Using the output of the Sector Committee, we will determine the allocation to asset 11 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal. Attachment #2 14 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA classes that we believe will provide the best economic opportunities and protection for the portfolio. We can add considerable value through rotating sectors as market conditions evolve and our outlook changes, thus identifying best relative value at time of purchase in order to capitalize on current market opportunities. • Term Structure— Utilizing the output from the Economic and Market Analysis Committee in conjunction with the Horizon Analysis Model, the term structure for the portfolio is determined with the objective of finding a structure that prioritizes the protection of the portfolio and performs well under both anticipated and unanticipated yield curve shifts over a six-month horizon. Given the constantly evolving market dynamics and changing interest rates, the portfolio may have a "laddered" structure, with equal allocations across permitted maturities; a "barbell" structure, with maturities concentrated in short and long maturities; a "bullet" structure, with maturities concentrated around the target duration. As interest rates evolve, the Chandler team alters the maturity distribution of the portfolio based on the prevailing market conditions. • Security Selection— Once the team has determined the percentage of the portfolio in any duration range or security type, individual securities are purchased to complete the portfolio structure. Chandler’s investment team closely follows trends in the new issue market to take advantage of the cyclical swings in issuance in order to obtain attractive spreads over the risk-free Treasury rate. The seasoned professionals at Chandler are also well versed in the technical differences between various names in the investment universe, and frequently adjust the underlying name and sector exposure to take advantage of market anomalies only a skilled investor can consistently identify. Securities are subjected to a rigorous review process, including fundamental credit analysis, as well as quantitative analysis using proprietary tools. Our investment professionals recommend securities from an Approved Issuer List based on relative value considerations. In addition, our Credit Committee seeks to identify both improving and deteriorating credits so we can work to reposition client portfolios by seeking favorable and avoiding detrimental factors not yet understood by the majority of market participants. Analyzing the credit worthiness of individual issuers to enhance portfolio yields while minimizing exposure to credit and downgrade risk is a key element in mitigating risk and adding value in our clients’ portfolios. • Active Management of Individual Securities - To maintain the optimal structure and the objective of safety of principal and risk-adjusted returns over a market cycle, Chandler utilizes active management of the investment portfolio. With this approach, a security may be sold or replaced prior to maturity to take advantage of market conditions, generate liquidity, mitigate risk, or to enhance the return of the portfolio. We are also able to take advantage of the repricing into the current higher interest rate environment. The net economic benefit to the City is the sole consideration for purchasing/swapping/selling securities for the portfolio. • Competitive Execution. We recognize our duty to provide value to our clients and ensure the quality of our services as a fiduciary. The City’s staff is assured that through Chandler’s best execution practices, it is receiving competitive, institutional pricing on transactions, as the firm seeks a minimum of three quotes per trade. The practice of competitively bidding for transactions results in an incremental net financial advantage for our clients over time and is an additional source of value in retaining Chandler as investment manager. This competitive process can be evidenced on daily trade tickets viewable on the Chandler Client Portal. Attachment #2 15 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA c. Describe the process you would recommend for establishing the investment objectives and constraints for this account. The Chandler team has designed the entire investment process, from the selection of benchmarks through portfolio construction and security selection, to promote the City’s objectives of safety, liquidity, and return. The first step is identifying the City’s specific objectives, both qualitative and quantitative, for safety, liquidity, and return. Our approach to structuring the portfolio is designed to fulfill those requirements in a customized way. Safety - Our strategies add value in a framework of risk management throughout the investment process including the establishment of specific client objectives, purchasing individual securities, and the reinvestment of maturing securities. Our focus on managing downside risk is equally as important as our focus on an investment’s upside potential and proves especially valuable for protecting our clients’ principal in a rising interest rate environment. We work to execute the investment approach by performing daily analysis of market conditions to identify opportunities and risks, and by conducting in- depth credit analysis through our successful credit review process to protect your funds from downgrades and potential losses because of the financial impairment of issuers. In addition, the inclusion of high-quality US Treasury and federal agency securities, along with broad diversification by issuer, promote the objective of safety in the portfolio.2 Liquidity - We understand that second to safety, access to cash is the highest priority for a public investment program and the portfolio must be optimally structured to provide for both anticipated as well as unanticipated cash needs. We will assist the City to develop and maintain cash flow forecasts and managing liquidity. Liquidity is embedded into the portfolio structure using short-term credit instruments that mature on known cash flow dates, providing sufficient funds for net cash disbursements over the ensuing six to twelve months. Generally, all securities in the portfolio are highly liquid and available for sale, in case of any unexpected or immediate cash distribution. All securities will be held in the City’s name in the custody of a third-party bank for efficient access. Return - Yield, the third objective, is of less importance than safety and liquidity; nevertheless, we search diligently to add value at every stage in our process. Our approach is to purposefully segment the portfolio into two components—liquidity and reserve. The liquidity portfolio is customized to provide funds for disbursements as needed, in accordance with the client’s direction to us. We manage the reserve portfolio, consisting of funds not currently needed for cash flow, to enhance expected earnings and long-term growth within the constraints of the client’s risk profile and return objectives. Finally, we strive to find the best execution for each transaction, seeking multiple price quotations on all purchases and sales, adding to incremental earnings for the portfolio over time. d. Do you have or would you recommend there be policy restrictions with respect to maturity, sector, quality, and coupon? Please describe your firm’s decision-making process. Chandler has the following recommendations with respect to maturity, sector, quality, and coupon. Maturity We believe the average maturity of each separate portfolio, as well as the longest permitted maturity, should reflect the client’s goals, return objectives, and risk tolerances. We see our first task with a new client as understanding the client’s specific objectives for its funds, which may include specially purposed 2 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal. Attachment #2 16 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA funds such as capital projects, bond proceeds, and debt service reserves. Each separate account may require its own investment strategy, which, in aggregate, will contribute to an optimal investment program that meets the entity’s needs. When that understanding is achieved, we establish a target maturity and duration for each account under our management. Sector We recommend having the broadest allowable Policy language regarding sector allocation, within which the adviser can employ to select the optimal sector distribution, given the circumstances at the time of investment. Further, we believe in “sector rotation,” defined as changing the sector allocation over time as the value of various sectors rises and falls. Credit Quality We employ a rigorous credit analysis process that helps us identify investment opportunities in securities that are appropriate for the prudent investment of public funds. Our investment professionals recommend securities from an Approved Issuer List based on internal research, fundamental analysis, and relative value considerations. Moreover, we believe that each client should establish credit quality constraints that reflect the risk preferences of stakeholders, and these constraints may be more conservative than state legal requirements that govern investments. Within that framework, we will purchase securities that our credit and value analyses have identified as being appropriate for the City’s portfolio and have relative value. Sector Allocation Our sector allocation process is based on the belief that portfolios are more robust and prepared for unforeseen events if they have a well-diversified exposure to high quality fixed income securities. Using the output of the Sector Committee, we will determine the allocation to asset classes that we believe will provide the best economic opportunities and protection for the portfolio. We are able to add considerable value through rotating sectors as market conditions evolve and our outlook changes, thus identifying best relative value at time of purchase in order to capitalize on current market opportunities. Decision-Making Process Horizon Analysis Model and credit review/security selection provide a quantitative foundation for Chandler’s portfolio construction process. In addition, the investment management team subscribes to a variety of private research providers including BCA Research, Oxford Economics, Egan Jones, and CreditSights to augment the overall research efforts of the firm. The team keeps abreast of sell-side research from a broad group of domestic and international investment banks. These tools not only provide data for our investment processes but ensure that our clients have access to the most current and relevant market information. Chandler’s professionals also conduct research projects on an ad hoc basis on issues concerning our industry and our clients, such as changes in the brokerage world, studies on how legislative changes impact our clients, and research on new sectors or investment structures as appropriate for our clients’ portfolios. Proprietary Tools and Best-in-Class Resources for Portfolio Constructions Chandler’s proprietary Horizon Analysis Model is the quantitative foundation for the portfolio construction process. The model enables our portfolio management team to integrate their research into the portfolio management process in a disciplined and repeatable way. Inputs to the model include: Attachment #2 17 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA 1. Current yields on Treasury, agency, and corporate securities 2. Specific client constraints, such as maturity restrictions and maximum sector exposure; and 3. Nine different probability-weighted forecasted interest rate scenarios that may occur at the six- month horizon date. Our analysis of current macroeconomic conditions is one of the factors we consider as we develop the nine scenarios that comprise the third input to the model. Chandler’s Investment Process Through an iterative process, the model generates the “optimal portfolio structure” (duration, maturity distribution, and sector allocation), which we define as the portfolio that achieves a return greater than the benchmark in each of the nine scenarios. That is, the model generates a portfolio structure that we expect will outperform the portfolio’s benchmark over a wide range of possible future interest rate movements. The Investment Team then evaluates the optimal portfolio structure and using their expertise and judgement, may make adjustments as they begin the construction of the portfolio. This combination of a rigorous quantitative structure and experienced qualitative oversight is a hallmark of all Chandler’s portfolio management activities. Periodic Rebalancing – With the passage of time, portfolio characteristics tend to drift away from the desired structure. For that reason, the team reruns the Horizon Analysis Model monthly reevaluates the optimal portfolio structure and rebalances to obtain the desired sector allocation and duration target as market conditions change. In addition, the benchmarks used by our clients for performance measurement are reconstituted monthly; therefore, we realign our portfolios with these benchmarks. As part of our active management approach, we will also rebalance when we find securities of superior value in terms of expected return or reduced risk or to adjust the credit quality of a holding for the portfolio. e. Describe in detail your process of credit risk management, including how you analyze credit quality, monitor credits on an ongoing basis, and how you would report credit to the City. Credit Analysis and Security Selection Chandler conducts credit research in a team environment comprised of investment professionals as part of the firm’s Credit Committee. William Dennehy, CFA, Co-CIO and is the chair of the Credit Committee which also includes additional members of the investment team. The firm’s proprietary credit research process identifies stable and improving credits to include in client portfolios. Although the Nationally Recognized Statistical Rating Organizations (“NRSROs”) typically determine the initial eligibility of a Attachment #2 18 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA security, Chandler does not rely on these ratings to determine whether a security is suitable for a Chandler portfolio. Chandler’s Credit Committee, with input from the entire investment team further vets the suitability of an investment based on our own internal research and a thorough understanding of each client’s investment objectives and risk tolerances. This combination of qualitative and quantitative analysis enables the team to identify and invest in securities consistent with our clients’ objectives of safety 3, liquidity, and return. The dynamic nature of the process also provides the team with the ability to detect weak and deteriorating credits, which may be removed from client portfolios and Chandler’s Approved Issuer List. In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler’s view of the forward-looking macro-economic environment. After the fundamental outlook of an issuer has been ascertained, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector. Chandler’s internal credit process is designed to identify and evaluate changing fundamentals and the current relative value of issuers versus sector peers. The Credit Committee meets regularly to rank corporate issuers into three tiers and categorizes those securities based on individual client risk tolerance and policy guidelines. Each sector and issuer is reviewed at a minimum of once per quarter, or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits. Chandler’s Credit Review Process In addition to the formal Credit Committee meetings, all credits are monitored on a continuous basis. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e. earnings, press releases, management presentations or conferences, ratings changes, etc.). The gathered information is distributed to the entire investment management team daily. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. 3 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal. Attachment #2 19 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA f. Describe your firm’s trading methodology. Chandler will execute approved securities transactions on a transparent and highly competitive basis, in accordance with our commitment to best execution. As part of this process, we seek a broad range of security trading partners that provide a high level of market liquidity and product inventory. A minimum of three quotations is sought and documented on trade tickets and are reported to clients at the time of execution. The winning seller delivers securities directly to your custodian bank, using standard delivery- versus-payment procedures. In seeking best execution, we “block” trades for a number of clients, where possible, and then allocate the trades to individual portfolios, using an allocation process designed to treat all clients fairly in the transaction. We execute transactions through online trading platforms, such as Bloomberg and MarketAxess, or directly through individual brokers with the goal of seeking competitive executions. g. Describe your research capabilities as they would pertain to the City’s portfolio. What types of technical analysis do you use? Chandler devotes considerable resources to enhancing our own in-house capabilities and evaluating research from outside sources, which we incorporate into our own proprietary processes. Aided by inputs from the different investment committees, decisions are made by the investment team regarding duration positioning, sector allocation, term structure, and issue selection within the firm’s macro view of the economic environment and broad-based view on interest rates and leading economic indicators. The investment team then incorporates these decisions as they apply to each individual portfolio. As our primary focus is on the management of fixed income securities for public agencies, the firm’s analytical rigor is dedicated to the investment types we purchase on behalf of our clients – US Treasuries, Federal Agencies, corporate bonds, commercial paper, negotiable CDs, and asset-backed/mortgage-backed securities, as well as the value identified between sectors and individual issuers. Chandler conducts 100% of its research in-house. Internally developed, proprietary tools such as our Horizon Analysis Model and credit review/security selection provide a quantitative foundation for Chandler’s portfolio construction process. In addition, the investment management team subscribes to a variety of private research providers including BCA Research, Oxford Economics, Egan Jones, and CreditSights to augment the overall research efforts of the firm. The team keeps abreast of sell-side research from a broad group of domestic and international investment banks. These tools not only provide data for our investment processes but ensure that our clients have access to the most current and relevant market information. Chandler’s professionals also conduct research projects on an ad hoc basis on issues concerning our industry and our clients, such as changes in the brokerage world, studies on how legislative changes impact our clients, and research on new sectors or investment structures as appropriate for our clients’ portfolios. In addition to our internal research tools and capabilities, the following external systems and software support our trading, portfolio accounting and client reporting: a. PAM for Securities Accounting system (Princeton Financial Systems)- Main source of record where all portfolio transactions are stored. Holdings information are based on the transactions entered. Also stores SMF records, pricing, ratings, performance calculations, and other supporting data. b. SQL Database- Stores enterprise operational data such as account information, reporting/configuration, credit/index information, etc. Also stores copies of PAM data. Attachment #2 20 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Main source of information for 95% of our reporting. Remaining information comes from PAM, Access, or Bloomberg AIM reports. c. SQL Reporting/Report Manager- Main application that creates, automates reports, and displays reports. d. Bloomberg AIM - Order Management System. Imports holdings information from PAM and sends trading transactions to PAM. Also gets trade ticketing information, allocations, OASYS, settlement instructions enrichment. Compliance system used for pre-trade, post- trade, and end-of-day compliance testing and straight-through processing of investment transactions. e. Bloomberg AIM - Investment Manager. The Bloomberg AIM system provides seamless data integration that compliance, as well as post-trade automation such as trade and security master file (SMF) data automatically sent to our accounting system. Its compliance monitoring features will calculate and monitor asset class exposure, as well as issuer size and concentration limits, as well as compliance with the City’s investment guidelines and legal requirements. Effects of Security Purchases/Sales. Bloomberg AIM also allows the portfolio manager to test the effects that new securities will have on an existing portfolio. For example, the team can propose a trade in Bloomberg AIM, and determine what impact the position will have on the portfolio’s overall duration. In addition, we can perform an analysis on how a portfolio will be affected given a specified change in interest rates to ensure the portfolio will continue to meet the objectives of the portfolio. We also can see the impact of security transactions on the portfolio not only from a portfolio management standpoint but also the implications to the accounting such as the gain/loss of a security sale. f. Electra Reconciliation System and Data Retrieval Services – Custodian to PAM reconciliation system. Gathers and consolidates bank and manager data each night/morning, as it becomes available. g. OASYS- Product by OMGEO that communicates trade allocations to other participating OASYS brokers. h. Confirm/Affirm- Product by OMGEO where the details of trades are communicated between the broker and Chandler to achieve settlement. This helps streamline settlements and notifies parties when trades details do not match. i. Salesforce CRM – Contact management, portfolio settings, report distribution settings. The City is not required to purchase any additional programs or software that is utilized for services under this engagement, relieving the need for to allocate capital for portfolio optimization, policy compliance, financial reporting, and other crucial aspects of managing your funds. h. Describe the firm’s approach to managing relationships with the broker-dealer community. The Investment Management Team maintains an active, productive relationship with the broker/dealer community in order to promote an ongoing flow of market information and to execute trades for our clients at competitive prices. On a given day, various factors may combine to generate the best price for a given transaction, including current dealer inventories, dealer profit/loss positions, and individual Attachment #2 21 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA dealer sentiments about the market. No one dealer will consistently provide best execution. For that reason, we consistently place several dealers in competition and continuously monitor and compare inventories and prices. Given that all of our transactions are executed using “delivery-versus-payment” (DVP) procedures, the firm’s broker/dealer selection and retention process centers primarily on transactional risk. Thus, our internal criteria for reviewing and monitoring broker/dealers for approval and retention include: 1. Competitive pricing 2. Trade execution efficiency 3. Consistency of coverage 4. Quality and breadth of product inventory 5. Willingness to make a two-way market We monitor financial news for any indication of financial weakness or diminishing participation in our markets. In addition, we are concerned with broker/dealer integrity and capitalization. The Financial Industry Regulatory Authority (FINRA) provides an on-line BrokerCheck System, which we use to review the credentials and regulatory background of each broker/dealer firm and the employees with whom we trade. 7. PORTFOLIO MANAGEMENT a. Are portfolios managed by teams or one individual? Chandler manages portfolios in a team environment ensuring that all investment team members and client service personnel are familiar with your portfolio. This team approach ensures that there will always be professionals available who are knowledgeable about your portfolio management needs and provide continuity of the investment program. The City will have direct face-to-face, phone and email interactions with the portfolio managers in addition to the rest of the investment management team. Successful implementation of the firm’s investment process is not dependent upon any one individual, as all of our portfolio managers have research, trading and management responsibilities, which benefit all of our client accounts. In addition, our client service personnel are adept at handling the non-investment needs of the engagement and will escalate any issues and route them through the correct channels, if necessary. b. What is the average number of accounts handled per manager? Chandler manages portfolios in a team environment ensuring that all investment team members are familiar with your portfolio. There will always be professionals available who are knowledgeable about your portfolio management needs, during and after market hours. The City will have direct face-to-face, phone and email interactions with the portfolio managers in addition to the rest of the Investment Management team. As of December 31, 2021, the investment team managed an average of 25 accounts per team member. We have a comprehensive plan in place to add staff members as we add assets under management. Our goal is to maintain the high level of performance and service that is one of the hallmarks of our firm. Professional Biographies for Chandler’s professionals are included in the Appendix. c. Which professional staff member will be the primary client contact for the City? Attachment #2 22 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA The primary contact for the City of Dublin engagement will be l Neil Murthy, Relationship Manager, located in our Walnut Creek offices. Chandler has been a California-headquartered firm since our inception, and all investment management, operations, compliance, and executive administrative functions will be performed at the firm’s corporate headquarters in Southern California. William Dennehy, CFA Co-CIO 6225 Lusk Boulevard San Diego, California 92121 Direct: 858.888.5087 wdennehy@chandlerasset.com Neil Murthy Relationship Manager 2121 North California Boulevard, Suite 290 Walnut Creek, California 94596 Direct: 858.245.4869 amurthy@chandlerasset.com Chandler Asset Management Toll-Free: 800.317.4747 info@chandlerasset.com www.chandlerasset.com d. How frequently do you recommend meeting with us? Chandler will continue to communicate proactively with the City, including attending investment meetings with your finance staff, City Manager, and Council, as well as offering availability for any additional matters by phone or in person. We have developed a regular schedule of outreach and in-person client meetings that we design to meet your preferences. At the formal meetings, we prepare presentations, which include market information, current and proposed investment strategies, portfolio characteristics, performance, and expectations for the coming quarter. This format is designed to promote discussion between our team and your staff. Members of the investment management team as well as your relationship manager regularly attend these meetings. The City has become familiar with several of Chandler’s professionals, both in an investment management capacity as well as part of its client service delivery. Chandler’s professionals excel at the type of communication required to provide full transparency of your investment portfolio, assisting with translating the details of the entire investment program efficiently and effectively to the board, committees, and the public at large. In addition, we will continue to communicate regularly via email to our clients with updates which include: • Weekly economic updates provide a concise summary of economic and market news of the current week, key economic indicators, as well as topics for the next weeks’ economic data releases. The update is sent via email to clients and interested parties each Friday; • Monthly newsletter that includes a market summary, treasury yield curve graph and monthly percent changes, as well as economic data and statistics; and • Ad hoc emails and communication such as Fed rate news, education pieces, white papers, technology, and product updates. Attachment #2 23 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA • We are available for consultation for members of the City Council to discuss any area of the City’s investment program or current market conditions. e. Describe procedures used to ensure that portfolios comply with client investment objectives, policies, and bond resolutions. Chandler uses robust order management (“OS”) and portfolio compliance software from Bloomberg AIM for ensuring compliance with client objectives, policies and legal requirements on a pre-trade, post- trade and end-of-day basis. At the inception of an engagement, a compliance officer codes each element of the investment policy and guidelines into the Bloomberg system. Since each trade originates in the system, pre-trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits execution of the trade if it does not comply with your investment policy. If an “alert” is triggered for non-compliance, it cannot be overridden by an investment manager, and is escalated for review by compliance professionals. Oversight of portfolio compliance and trade order management is conducted by Chandler’s dedicated Compliance Department, headed by Chief Compliance Officer Joseph Kolinsky, and which functions separately from the portfolio management team under the appropriate segregation of duties. As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of our clients’ investments. This report details adherence to requirements such as permitted investments, minimum credit quality, maximum maturities, and concentration limits. This Statement also serves as an effective means of reporting compliance to the governing body. In the event of a compliance violation, the details and actions taken to correct the violation would be detailed in this report. Further procedures to ensure compliance with state laws, your investment policy, objectives, and directives include: • A daily reconciliation of transactions and cash balances with custodian information. • A month-end review of the portfolio to confirm compliance with the Investment Policy. • A comprehensive weekly process to ensure credit quality meets your policy standards as well as our strict quality requirements. • A portfolio structure that satisfies liquidity objectives with short-maturity securities and return objectives with higher duration investments. • Frequent communication between our team and yours to help us stay informed of any new developments that may modify your objectives. • Meetings with your staff as frequently as you choose to provide additional opportunities to review portfolio composition and performance at a high level. Through Bloomberg AIM’s integration, Chandler optimizes its workflow automation and improves synchronicity with our clients’ internal accounting and portfolio management systems for more centralized and efficient operations. The Bloomberg AIM system provides seamless data integration that improves trading and compliance, as well as post-trade automation such as trade and security master Attachment #2 24 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA file (SMF) data automatically sent to our accounting system. Its compliance monitoring features calculates and monitors asset class exposure, as well as issuer size and concentration limits, as well as compliance with the City’s investment guidelines and legal requirements. 8. PORTFOLIO REPORTING a. Please describe how you typically report performance. Reports will be prepared in accordance with state law and the Governmental Accounting Standards Board (GASB), and are compiled to meet your specific needs. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®), and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firm-wide GIPS® compliance. Chandler utilizes the software of PAM for Investments, a State Street Company to perform investment accounting and reporting. Using PAM as the investment book of record for our clients, we generate comprehensive monthly statements and performance reports, which clients receive no later than the third business day following month-end. Chandler measures portfolio performance monthly and quarterly on a total return basis, providing a complete snapshot of the outcomes resulting from investment decisions since total return measures the percent change in the value of a portfolio over a defined historical period. The total return of the portfolio is compared to carefully selected benchmarks which have been selected in collaboration with clients as the appropriate metric for assessing performance relative to their risk tolerances and investment objectives. Our standard reports currently include purchase yields and portfolio total rate of return compared to the benchmark return for periods of one month, the most recent quarter, year to date, one year, three years, five years, ten years and since inception. To ensure integrity, we receive daily pricing of securities from Interactive Data Corporation, Inc. (IDC). In the rare instance that a security is not priced by IDC, we use an alternative pricing source, such as TRACE, Bloomberg, custodian valuation, etc., to determine reasonable fair market value. Our operations team also performs daily reconciliation of transactions and cash balances with our clients’ custodians. b. Please provide performance history for the past five years for current accounts comprised of securities with maturities, quality, and sectors similar to those of City of Dublin. Indicate whether your returns are calculated and compiled in accordance with the Global Investment Performance Standards. If not, how does the performance presentation differ? Chandler develops and implements portfolio strategies that are tailored to meet the exact needs of each client. Portfolios with similar characteristics are grouped into composites for the purpose of computing and reporting GIPS-compliant performance results. The following table presents returns on the Short Term Chandler composite that is currently utilized for the City for the one-, three-, five-, and ten-year periods ending December 31, 2022. Attachment #2 25 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Chandler Composite Performance – Gross and Net of Fees As of December 31, 2021 One Year Three Years Five Years Ten Years Since Inception Chandler Short Term Bond (gross) (inception: 9/30/95) -0.93% 2.65% 2.11% 1.62% 3.89% Chandler Short Term Bond (net) -0.87% 2.59% 2.05% 1.56% 3.83% ICE BofA 1-5 Year US Treasury & Agency Index -1.099% 2.41% 1.89% 1.35% 3.62% Based on Chandler’s Short Term Bond composite as of 12/31/2021. Performance results are presented gross and net of fees. Net returns are 6 basis points (0.06 of 1%) proposed for a $240 million portfolio and are hypothetical and not based on an actual client's account. The performance has been calculated using historical composite performance. Gross performance does not reflect payment of advisory fees and other expenses which will reduce performance. Past performance is not a guarantee of future results. All investment strategies have the potential for profit or loss. Market conditions or economic factors may alter the performance and results of a portfolio. Investment advisory fees are disclosed in the firm's form ADV, Part 2A. Performance for periods greater than one year is annualized. Please see GIPS Composite Reports in the Appendix. For one-on-one presentation only. Chandler develops and implements portfolio strategies that we tailor to meet the needs of public agency clients. We group portfolios with similar characteristics into composites for the purpose of computing and reporting GIPS®-compliant total return performance results. GIPS® represent an industry-wide standard for performance calculation and reporting which facilitates comparison among investment firms. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®). Chandler is independently verified by ACA Performance Services for firm-wide GIPS® compliance. A copy of the firm’s most recent GIPS® Verification Letter is included in the Appendix. c. Do your reports conform to State reporting standards? Are you willing to customize your reports to meet our specifications? We can provide comprehensive reporting that will be tailored to meet the City’s unique needs, as well as meet the demand of the marketplace. While our performance measurement software and data sources are from outside vendors, our reporting capabilities are based on a proprietary reporting tool, and so we can customize reports for our clients. The reports that Chandler provides to you will provide transparency of your portfolio, and will assist your staff with their accounting duties, alleviating and even eliminating intermediary steps required to compile internal reports. We can provide comprehensive reporting that is tailored to meet the City’s unique needs, as well as meet the competitive demand of the marketplace. Online Client Portal: Chandler’s Client Portal is the custom computer-based analytical tool that provides clients with secure access to a variety of digital files, including customized reports, trade tickets, and documents, as well as the ability to download daily transactions and holdings, historical monthly statements, and quarterly reports. The Portal offers online access, and is also designed to be viewed on mobile devices. Reports can be downloaded in Excel format and easily mapped and integrated into your internal reporting requirements, aggregating your data for effective analysis and improving your operational efficiencies. Access to the Chandler Client Portal is available to individual contacts selected by the client, and is accessible 24 hours a day, 7 days a week. Attachment #2 26 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Monthly Statements: We provide monthly portfolio accounting and performance statements as part of our regular services. Each monthly statement begins with a one-page management summary of portfolio characteristics that provides a thorough overview of the portfolio, including performance relative to the selected benchmark(s), followed by a statement of compliance. A detailed asset listing, including cost, book, and market values, a transaction ledger, an earned interest report, and a cash flow report follow the summary page. Monthly statements are accessible on the Chandler Client Portal. Clients receive an email notification stating that the statement is available for download no later than the third business day following month- end. Quarterly Reports: We also provide quarterly investment reports in a format designed to facilitate discussion between Chandler investment professionals and the City’s staff. The report presents portfolio characteristics, return, compliance and a summary of accounts under management using graphs, charts, and illustrations in a format that is effective for management, elected officials and interested members of the public. We provide this report for our regular meetings with the City. Reports will be prepared in accordance with state law and the Governmental Accounting Standards Board (GASB), and are compiled to meet your specific needs. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®), and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firm-wide GIPS® compliance. Chandler provides monthly portfolio accounting and performance statements as well as mark-to-market fair value pricing for securities in accordance with GASB 31. We provide a GASB 40 report to all governmental clients, which provides the information needed to prepare the required fiscal year-end portfolio risk assessment, and we will be able to assist the City in drafting the narratives for GASB notes. We have developed a GASB 72 report which is available by fiscal year-end. The GASB 72, Fair Value Measurement and Application, issued in February of 2015, requires government investments to be measured at fair market value. It also requires disclosures regarding how fair value was measured, what hierarchy the investment fits into, and any special valuation processes used. Chandler’s investment and operations professionals remain dedicated to staying in front of all GASB pronouncements, interpretations, and implementation guidelines as they affect our government clients from a reporting and compliance perspective. Please see Chandler’s Sample Monthly Statement and Quarterly Report in the Appendix. d. How will you notify us of investment transactions? Chandler can send you documentation of investment transactions daily, including competitive bidding procedures documented on trade tickets. e. Are confirmations of investment transactions sent directly by the broker/dealer to the client? The broker will provide you with trade confirmation generally a few days after the transaction. Exhibit A 27 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA 9. REFERENCES a. Provide a list of at least five client references in California. References should be public agencies with portfolio size and investment objectives similar to those of the City. Include length of time managing the assets, contact name, and phone number. The City reserves the right to contact each of the references listed for additional information regarding your firm’s qualifications. Chandler Current Client References Client Contact Information Dates of Service AUM* Type of Account(s) City of Merced 678 W. 18th Street Merced, CA 95340 Venus Rodriguez Finance Officer Ph: (209) 385-8547 rodriguezv@cityofmerced.org 2018- present $262 M Investment management of operating funds in the 1–5 year strategy. City of Tracy 333 Civic Center Plaza Tracy, CA 95376 Raymond McCray Treasurer Ph: (209) 831-6843 ray.mccray@ci.tracy.ca.us 1999- present $144 M Investment management of operating and bond proceeds funds in the 0-3 year strategy. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Kristina Alfaro Authorized Representative Ph: (408) 777-3200 kristinaa@cupertino.org 2018- present $140 M Investment management of operating funds in the 1–3 year strategy. City of Danville 510 La Gonda Way Danville, CA 94526 Joseph Calabrigo Town Manager Ph: (925) 314-3302 jcalabrigo@danville.ca.gov 1995- present $80 M Investment management of operating and bond proceeds funds 3 month and 1–3 year strategies. City of San Leandro 835 East 14th Street San Leandro, CA 94577 Susan Hsieh Finance Director Ph: (510) 577-3323 shsieh@sanleandro.org 2004- present $111 M Investment management of operating funds 1– 3 year strategy. *Chandler assets under management as of 12/31/2021. This list only includes clients who have given permission to be listed. It is not known whether the listed clients approve or disapprove of Chandler, or the services provided. 10. CONFIRMATION Provide confirmation of your firm’s ability to meet the City’s Standard Consulting Agreement and insurance requirements. Exceptions to the Agreement and insurance requirements shall be specifically noted in the Proposal. Attachment #2 28 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA Chandler confirms the ability to meet the City’s Standard Consulting Agreement. Chandler complies with the City’s minimum insurance requirements at all levels. We have included our current Certificate of Insurance in the Appendix. Standard Consulting Agreement We have reviewed the City’s Professional Services Agreement and do not have any exception to the proposed terms or conditions stated within the document. We respectfully request that Dublin includes our Proposed Additional Terms included in the Appendices. Conflict of Interest Chandler agrees that, for the term of this contract, no member, officer or employee of the City or of a public body within Alameda County or member or delegate to the Congress of the United States, during his/her tenure or for one year thereafter, shall have any direct interest in the contracts or any direct or material benefit arising therefrom. There are no conflicts of interest to formally report. Equal Employment Opportunity Chandler is an equal opportunity employer. Chandler's policy is to comply with all state and federal regulations relative to nondiscrimination in employment. Chandler provides equal opportunity to all applicable employees and applicants. Chandler does not discriminate in compensation or conditions of employment, including recruitment, hiring, promotion, benefits, demotion, training, transfer, discipline, or discharge, of any applicant or employee on the basis of race, citizenship, color, national origin, ancestry, religion, sex, age, medical condition, mental or physical disability, pregnancy, childbirth, marital status, registered domestic partner status, sexual orientation, transgender, gender identity, gender expression, U.S. veteran status, genetic characteristics, or any other consideration made unlawful by federal, state or local law. All such discrimination is unlawful, as well as contrary to Chandler’s values. In order to ensure equal employment opportunities for qualified applicants or employees with a disability, Chandler will make reasonable accommodations for the known physical or mental limitation unless undue business hardship would result. An applicant or employee who requires an accommodation to perform the job's essential functions should contact Firm Management and request such accommodation. The individual with the disability should specify what accommodation he or she needs to perform his or her job. If the accommodation is reasonable and will not impose an undue business hardship, Chandler will make the necessary change. Chandler is committed to complying with all applicable laws providing equal employment opportunities. This commitment applies to all persons involved in the operations of Chandler and prohibits unlawful discrimination by any employee of Chandler. Anyone found to be engaging in any type of unlawful discrimination will be subject to disciplinary action, up to and including termination of employment. Any employee who believes they have been subjected to any form of unlawful discrimination should notify their supervisor, Human Resources, or any member of the Management Team. The complaint should be specific and should include the names of the individuals involved and the names of any witnesses. Chandler will immediately undertake an effective, thorough, and objective investigation and attempt to resolve the situation. If Chandler determines that unlawful discrimination has occurred, effective remedial action will be taken commensurate with the severity of the offense. Appropriate action also will be taken to deter any future Exhibit A 29 | Page Request for Proposals for Investment Advisory Services CITY OF DUBLIN, CALIFORNIA discrimination. Chandler will not retaliate against any employee filing a complaint and will not knowingly permit retaliation by management, employees, or co-workers. Chandler aggressively recruits to attract top-caliber individuals to all levels of the organization. Vacant or new positions may be filled by either transfer or promotion of existing employees or by newly recruited or applied employees. Recruitment may be conducted through advertising, employment agencies, schools, employee referrals, or technical and trade referrals. Supervisors/managers will consider the most appropriate method of recruitment. All recruitment will be conducted in an ethical, professional, and non-discriminatory manner. Chandler provides equal opportunity to all applicants based on demonstrated ability, experience, and training in accordance with the company’s Equal Employment Opportunity Policy. Exhibit A Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. 3070368.1 Attachment #2 Consulting Services Agreement between City of Dublin and July 1, 2022 Chandler Asset Management for Investment and Asset Management Services Exhibit D – Page 1 of 1 EXHIBIT D CITY OF DUBLIN’S INVESTMENT POLICY See attached. Attachment #2 1 STATEMENT OF INVESTMENT POLICY FOR THE CITY OF DUBLIN I.INTRODUCTION This Statement of Investment Policy is intended to identify various policies and procedures that will foster a prudent and systematic investment program designed to seek the City's objectives of safety, liquidity and return through a diversified investment portfolio. This policy also serves to organize and formalize the City's investment-related activities, while complying with all applicable status governing the investment of public funds. II.SCOPE This policy covers all funds and investment activities under the direct authority of the City of Dublin, as set forth in the State Government Code, sections 53600 et seq., excluding any bond- related proceeds or reserves, which are governed by their bond indentures. Cash held by the City shall be pooled in order to more effectively manage City cash resources. All pooled funds are accounted for in the City's Comprehensive Annual Financial Report and include: Funds General Fund Special Revenue Funds Capital Project Funds Internal Service Funds Enterprise Funds Agency Funds This original investment policy was adopted by the City of Dublin (the "City"), on August 21, 2007. This update to the Policy is effective on September 1, 2021 and replaces any previous versions. III.OBJECTIVES The overall program shall be designed and managed with a degree of professionalism worthy of the public trust. The primary objectives, in order of priority, of the City's investment activities shall be: I)Safety: Safety of principal is the foremost objective of the investment program. The City's investments shall be undertaken in a manner that seeks to safeguard the principal of the funds under its control by maintaining an appropriate risk level. 2)Liquidity: The City's investment portfolio will remain sufficiently liquid to enable the City to meet its reasonably anticipated cash flow requirements. Attachment #2 2 3)Return: Return should become a consideration only after the basic requirements of safety and liquidity have been met. The City seeks to attain market average rate of return on its investments throughout economic cycles, consistent with constraints imposed by its safety objectives and cash flow considerations. 4)Diversification: The investment portfolio will be diversified to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions. This shall also conform with applicable sections of the Government Code. IV.DELEGATION OF AUTHORITY As authorized in Government Code Section 53607, the City Council delegates the authority to invest funds of the City to the City Treasurer and/or any duly appointed Deputy City Treasurer. The City Treasurer and any duly appointed Deputy City Treasurer shall make all investment decisions and transactions in strict accordance with State law and this investment policy. The Administrative Services Director shall be designated as the City Treasurer and the City Manager and/or Assistant Administrative Services Director shall be designated as the Deputy City Treasurer. This delegation shall be for a one-year period until the delegation of authority is revoked or expires. The City Council may renew the authority each year as part of an annual review of this policy. The City Treasurer shall establish procedures for the operation of the investment program. The City Treasurer shall be also responsible for all transactions undertaken and establishing a system of controls to regulate the activities of subordinates. The City recognizes that in a diversified portfolio, occasional measured losses may be inevitable and must be considered within the context of the overall portfolio's return and the cash flow requirements of the City. Authorized individuals acting in accordance with written procedures and the investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. The City may engage the services of one or more external investment managers to assist in the management of the City's investment portfolio in a manner consistent with the City's objectives. Such external managers may be granted discretion to purchase and sell investment securities in accordance with this investment policy. Such managers must be registered under the Investment Advisors Act of 1940. Attachment #2 3 V.PRUDENCE Pursuant to California Government Code Section 53600.3, all persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard: "When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency." VI.ETHICS AND CONFLICTS OF INTEREST All participants in the investment process shall acts as custodians of the public trust. Investment officials shall recognize that the investment portfolio is subject to public review and evaluation. The overall program shall be designed and managed with a degree of professionalism that is worthy of the public trust. Thus employees and officials involved in the investment process shall refrain from personal business activity that conflicts with proper execution of the investment program, or impairs their ability to make impartial investment decisions. Additionally, the City Treasurer and the Deputy Treasurer shall file applicable financial disclosures as required by the Fair Political Practices Commission (FPPC). VII.INTERNAL CONTROLS The Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management. Periodically as deemed appropriate by City Management and/or the City Council an independent analysis by an external auditor shall be conducted to review internal controls, account activity and compliance with policies and procedures. VIII.AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS To the extent practical the Treasurer shall endeavor to complete investment transactions using a competitive bid process whenever possible. It shall be the City's policy to purchase securities only from authorized institutions and firms. No deposit of public funds shall be made except in a qualified public depository as established by state laws. Attachment #2 4 Institutions eligible to transact investment business with the City include: 1. Primary government dealers as designated by the Federal Reserve Bank and non-primary government dealers 2. Nationally or state chartered banks 3. The Federal Reserve Bank 4. Direct issuers of securities eligible for purchase The Treasurer shall maintain procedures for the establishing a list of authorized broker/dealers and financial institutions which are approved for investment purposes. These may include primary or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-l (uniform net capital rule). The City requires each firm that will be used for the purchase or sale of securities to be evaluated by the Treasurer prior to any investments. The firms shall submit current financial statements, and annual audited financial statements each year thereafter, which are to be evaluated by the Treasurer. At a minimum, the firm must be financially sound and have been in business a minimum of three years. In addition, the firms must provide: proof of National Association of Security Dealers membership, proof of state registration or exemption, and certificate of having read the City's investment policy. If an investment adviser is retained by the City, then that adviser will be permitted to use their own list of approved broker/dealers and financial institutions for investment purposes. IX. AUTHORIZED AND SUITABLE INVESTMENTS The City's investments are governed by Government Code, Sections 53600 et seq. Within the investments permitted by the Government Code, the City seeks to further restrict eligible investments to the guidelines listed below. In the event an apparent discrepancy is found between this Policy and the Government Code, the more restrictive parameters will take precedence. Percentage holding limits listed in this section apply at the time the security is purchased. Any investment currently held at the time the Policy is adopted which does not meet the new Policy guidelines can be held until maturity, and shall be exempt from the current Policy. At the time of the investment's maturity or liquidation such funds shall be reinvested only as provided in the most current Policy. An appropriate risk level shall be maintained by primarily purchasing securities that are of high quality, liquid, and marketable. The portfolio shall be diversified by security type and institution to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions. Attachment #2 5 1.United States Treasury Issues. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. There is no limitation as to the percentage of the portfolio that may be invested in this category. The maximum maturity of these securities is five years. 2.Federal Agency Obligations. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government- sponsored enterprises. There is no limitation as to the percentage of the portfolio that may be invested in this category. However, the portfolio's exposure to any one federal agency issuer is limited to 35 percent of the overall portfolio. The limit of the overall portfolio's exposure to callable federal agency securities is 25 percent. The maximum maturity for agency securities is five years. 3. Bankers' Acceptances. Bankers' acceptances, otherwise known as bills of exchange or time drafts, that are drawn on and accepted by a commercial bank. Bankers' acceptances must be secured by the irrevocable primary obligation of the accepting domestic bank. Purchasers are limited to issuers whose short-term debt is rated "A- 1" or higher, or the equivalent, by a Nationally Recognized Statistical-Rating Organization (NRSRO). Bankers' acceptances cannot exceed a maturity of 180 days. A maximum of 40 percent of the portfolio may be invested in this category. The amount invested in bankers' acceptances with any one financial institution in combination with any other debt from that financial institution shall not exceed 20 percent of the portfolio. 4. Commercial Paper. Commercial paper of "prime" quality rated "A-1" or higher, or the equivalent, by a NRSRO. The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (A) or paragraph (B): (A)The entity meets the following criteria: (i) Is organized and operating in the United States as a general corporation. (ii) Has total assets in excess of five hundred million dollars ($500,000,000). (iii) Has debt other than commercial paper, if any, that is rated "A" or higher by a nationally recognized statistical- rating organization. (B)The entity meets the following criteria: (i) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (ii) Has program wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond. (iii) Has commercial paper that is rated "A-1" or higher, or the equivalent, by a nationally recognized statistical-rating organization. Attachment #2 6 Eligible commercial paper shall have a maximum maturity of 270 days or less and not represent more than 10 percent of the outstanding paper of an issuing corporation. A maximum of 25 percent of the portfolio may be invested in this category. Under a provision of the California Government Code sunsetting on January 1, 2026, no more than 40 percent of the portfolio may be invested in Commercial Paper if the Agency’s investment assets under management are greater than $100,000,000. The amount invested in commercial paper of any one issuer in combination with any other debt from that issuer shall not exceed 20 percent of the portfolio. 5. Negotiable Certificates of Deposit. Negotiable certificates of deposit (NCDs) issued by a nationally or state-chartered bank, a savings association or a federal association, a state or federal credit union, or by a state-licensed branch of a foreign bank. Purchases are limited to institutions which have long-term debt rated "A" or better and/or have short-term debt rated at least "A-1" or higher, or the equivalent by a NRSRO. A maximum of 30 percent of the portfolio may be invested in this category. The amount invested in NCDs with any one financial institution in combination with any other debt from that financial institution shall not exceed 20 percent of the portfolio. The maximum maturity of these securities is five years. 6. Time Certificates of Deposit. Time Certificates of Deposit (TCDs) placed with commercial banks and savings and loans. The purchase of TCDs from out-of-state banks or savings and loans is prohibited. The amount on deposit shall not exceed the shareholder's equity in the financial institution. To be eligible for purchase, the financial institution must have received a minimum overall satisfactory rating for meeting the credit needs of California Communities in its most recent evaluation, as provided Government Code Section 53635.2. TCDs are required to be collateralized as specified under Government Code Section 53630 et. seq. The Treasurer, at his discretion, may waive the collateralization requirements for any portion that is covered by federal (FDIC) insurance. The City shall have a signed agreement with the depository per Government Code Section 53649. The maximum maturity of these securities may not exceed one (1) year in maturity. A maximum of 10 percent of the portfolio may be invested in this category. 7. Mutual Funds and Money Market Mutual Funds that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, provided that, a. MUTUAL FUNDS that invest in the securities and obligations as authorized under California Government Code, Section 53601 (a) to (k) and (m) to (q) inclusive and that meet either of the following criteria: 1. Attained the highest ranking or the highest letter and numerical rating provided by not less than two (2) NRSROs; or Attachment #2 7 2.Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience investing in the securities and obligations authorized by California Government Code, Section 53601 and with assets under management in excess of $500 million. 3.No more than 10% of the total portfolio may be invested in shares of any one mutual fund. b.MONEY MARKET MUTUAL FUNDS registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and issued by diversified management companies and meet either of the following criteria: 1.Have attained the highest ranking or the highest letter and numerical rating provided by not less than two (2) NRSROs; or 2.Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds with assets under management in excess of $500 million. 3.No more than 20% of the total portfolio may be invested in Money Market Mutual Funds. c.No more than 20% of the total portfolio may be invested in these securities. . 8.State of California Local Agency Investment Fund (LAIF). The City may invest up to the maximum as permitted by LAIF. For due diligence, the Treasurer shall maintain on file a copy of LAIF's current Answer Book. 9.California Asset Management Program (CAMP). Shares of beneficial interest issued by a joint powers authority organized pursuant to Government Code Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (n), inclusive of Government Code Section 53601. For due diligence, the Treasurer shall maintain on file a copy of CAMP's current Information Statement. 10.Medium Term Notes. Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Purchases are limited to securities rated "A" or higher, or the equivalent, by a NRSRO. A maximum of 30 percent of the City's portfolio may be invested in this category and a maximum of 5 percent with any one issuer. The maximum maturity of these securities is five years. 11.Asset-Backed, Mortgage-Backed and Collateralized Mortgage Obligation Securities. The City may purchase such securities provided that they are rated Attachment #2 8 "AA" or higher, or the equivalent, by a NRSRO. Purchase of securities authorized by this subdivision may not exceed 20 percent of the portfolio, and a maximum of 5 percent per issue. The maximum maturity of these securities is five years. 12.Municipal Securities. Obligations of the State of California, any of the other 49 states, or any local agency within the state of California, may be purchased by the City provided that long-term obligations are rated "A" or higher, or the equivalent, by at least one NRSRO. There are no limits on the dollar amount or percentage that the city may invest in municipal securities; however, investments in these securities are limited to a maximum of 5 percent with any single issuer. The maximum maturity of these securities is five years. 13. Supranationals provided that issues are US dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank. The securities must be rated in a rating category of “AA” or its equivalent by a NRSRO. No more than 30% of the portfolio may be invested in these securities, and no more than 10% of the portfolio may be invested in any single issuer. The maximum maturity does not exceed five (5) years. X.AUTHORIZED INVESTMENTS FOR BOND PROCEEDS Bond proceeds shall be invested in securities permitted by the applicable bond documents. If the bond documents are silent as to the permitted investments, bond proceeds will be invested in securities permitted by this Policy. Notwithstanding the provisions of Policy, the percentage or dollar portfolio limitations listed in elsewhere in this Policy do not apply to bond proceeds. In addition to the securities listed in Section IX above, bond proceeds may be invested in structured investment products if approved by the Treasurer. XI.PROHIBITED INVESTMENT PRACTICES AND INSTRUMENTS The City shall not make investments for the purpose of trading or speculation as the dominate criterion such as anticipation of appreciation of capital value through changes in market rates. Securities are purchased with the intent to hold to maturity. Any investment in a security not specifically listed as an Authorized and Suitable Investment above, but otherwise permitted by the Government Code, is prohibited without the prior approval of the City Council. Section 53601.6 of the Government Code specifically disallows investments in invoice floaters, range notes, or interest-only strips that are derived from a pool of mortgages. Under a provision of the California Government Code sunsetting on January 1, 2026, securities backed by the United States Government that could result in a zero or negative interest accrual if held to maturity are Attachment #2 9 permitted. XII. REVIEW OF INVESTMENT PORTFOLIO The City Treasurer shall periodically, but no less than quarterly, review the portfolio to identify investments that do not comply with this investment policy and establish protocols for reporting major and critical incidences of noncompliance to the City Council. XIII. TERM OF INVESTMENTS Funds of the City will be invested in accordance with sound treasury management principles. It is the objective of this Policy to provide a system which will accurately monitor and forecast revenues and expenditures so that the City can invest funds to the fullest extent possible. The maximum maturity of individual investments shall not exceed the limits set forth in under Authorized and Suitable Investments. No investment shall exceed a maturity of five years from the date of purchase unless the City Council has granted express authority to make that investment either specifically or as a part of an investment program approved by the City Council no less than three months prior to the investment. XIV. INVESTMENT RISK (A) MARKET RISK Market risk is the risk that the portfolio will decline in value (or will not optimize its value) due to changes in the general level of interest rates. The City recognizes that, over time, longer-term portfolios achieve higher returns. On the other hand, longer-term portfolios have higher volatility of return. The City shall mitigate market risk by providing adequate liquidity for short-term cash needs, and by making some longer-term investments only with funds that are not needed for current cash flow purposes. The City further recognizes that certain types of securities, including variable rate securities, securities with principal pay-downs prior to maturity, and securities with embedded options, will affect the market risk profile of the portfolio differently in different interest rate environments. The City, therefore, adopts the following strategies to control and mitigate its exposure to market risk: 1) The maximum stated final maturity of individual securities in the portfolio shall be five years, unless otherwise stated in this policy; Attachment #2 10 2) The City shall maintain a minimum of three months of budgeted operating expenditures in cash, cash equivalents and short term investments; and 3) The duration of the portfolio will typically be approximately equal to the duration of a market index, selected by the City as its performance benchmark, which meets the City's needs for cash flow and level of risk tolerance plus or minus 20%. (B) CREDIT RISK In general, the City's portfolio will be diversified to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions, such as credit risk. Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. The City shall mitigate credit risk by adopting the following strategies: I) The diversification requirements included in Section IX are designed to mitigate credit risk in the portfolio; 2) No more than 5% of the total portfolio may be deposited with or invested in securities issued by any single issuer unless otherwise specified in this policy. 3) The City may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity or return of the portfolio in response to market conditions or the City's risk preferences; and 4) If a security owned by the City is downgraded to a level below the requirements of this policy, making the security ineligible for additional purchases, the following steps will be taken: a) Any actions taken related to the downgrade by the investment manager will be communicated to the City in a timely manner. b) If a decision is made to retain the security, the credit situation will be monitored and reported back to the City. XV. SAFEKEEPING AND CUSTODY Investment securities are to be purchased when possible in book-entry form in the City's name. All security transactions entered into by the City shall be conducted on a delivery-versus-payment (DVP) basis. All cash and securities in the City's portfolio shall be held in safekeeping in the City's name by a third party bank trust department, Attachment #2 11 acting as agent for the City under the terms of a custody agreement executed by the bank and the City. All investment transactions will require a safekeeping receipt or acknowledgment generated from the trade. A monthly report will be received by the City from the safekeeping institution listing all securities held in safekeeping with current market data and other information. The only exception to the foregoing shall be depository accounts and securities purchases made with: (i) local government investment pools; (ii) time certificates of deposit, and, (iii) money mutual funds, since the purchased securities are not deliverable. Term and non-negotiable instruments, such as certificates of deposit, can be held by the Treasurer, or in safekeeping as the Treasurer deems appropriate. XVI.PERFORMANCE BENCHMARK The investment portfolio shall be designed to attain a market-average rate of return throughout budgetary and economic cycles, taking into account the City's risk constraints, the cash flow characteristics of the portfolio, and state and local laws, ordinances or resolutions that restrict investments. The Treasurer shall monitor and evaluate the portfolio's performance relative to market benchmark, which will be included in the Treasurer's quarterly report. The Treasurer shall select an appropriate, readily available index to use as a benchmark. XVII. REPORT INFORMATION The Treasurer shall prepare a report to the City Council not less than semi-annually which is available each year within 60 days following December 31st and June 30th. The semi-annual report shall be presented at a subsequent regularly scheduled City Council Meeting. The report shall be inclusive of a monthly listing of investment transactions. At a minimum the report shall include the following (Revised 9-18-2012): a)Type of Investment b)Issuer c)Date of Maturity d)Par and dollar amount invested e)Current Market Value as of the date of the report f)Source of the market value information g)A list of investment transactions. h)A statement of compliance with the investment policy i) A statement as to the ability of the City to meet its expenditure requirements for the next six months In addition, the City Treasurer will submit a monthly transaction report to the City Council. XVIII.REVIEW OF INVESTMENT POLICY Attachment #2 12 This policy shall be subject to review by the City Council on an annual basis, by the second Council meeting in September. Any recommended modifications or amendments shall be presented by Staff to the City Council for their consideration and adoption. Attachment #2 13 GLOSSARY OF TERMS ACCRUED INTEREST: Interest earned but not yet received. AGENCIES: Federal agency securities and/or Government-sponsored enterprises. Examples of well-known agencies that issue bonds are Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac"), Federal National Mortgage Association (FNMA or "Fannie Mae"), and the Federal Home Loan Bank. AMORTIZATION: An accounting practice of gradually decreasing (increasing) an asset's book value by spreading its depreciation (accretion) over a period of time. ASKED: The price at which securities are offered. ASSET BACKED SECURITIES: Securities supported by pools of installment loans or leases or by pools of revolving lines of credit. BANKERS' ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer. BASIS POINT: One basis point is one hundredth of one percent (.0 I ). BENCHMARK: A comparative base for measuring the performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio's investments. BID PRICE: The price offered by a buyer of securities. (When you are selling securities, you ask for a bid.) See Offer. BOND: A financial obligation for which the issuer promises to pay the bondholder a specified stream of future cash flows, including periodic interest payments and a principal repayment. BOOK ENTRY: The system maintained by the Federal Reserve, by which most money market securities are delivered to an investor's custodial bank. The Federal Reserve maintains a computerized record of the ownership of these securities and records any changes in ownership corresponding to payments made over the Federal Reserve wire (delivery versus payment.) BOOK VALUE: The value at which a debt security is shown on the holder's balance sheet. Book value is acquisition cost less amortization of premium or accretion of discount. BROKER: A broker brings buyers and sellers together for a commission. CALLABLE BOND: A bond issue in which all or part of its outstanding principal amount may be redeemed before maturity by the issuer under specified conditions. Attachment #2 14 CALL PRICE: The price at which an issuer may redeem a bond prior to maturity. The price is usually at a slight premium to the bond's original issue price to compensate the holder for loss of income and ownership. CALL RISK: The risk to a bondholder that a bond may be redeemed prior to maturity. CERTIFICATE OF DEPOSIT (CD): A deposit insured up to $100,000 by the FDIC at a set rate for a specified period of time. COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COLLATERALIZED MORTGAGE OBLIGATION (CMO): Classes of bonds that redistribute the cash flows of mortgage securities (and whole loans) to create securities that have different levels of prepayment risk, as compared to the underlying mortgage securities. COMMERCIAL PAPER: An unsecured promissory note of industrial corporations, utilities and bank holding companies having assets in excess of $500 million and an "A" or higher rating for the issuer's debentures. Interest is discounted from par and calculated using the actual number of days on a 360-day year. The notes are in bearer form, mature from one to 270 days and generally start at $100,000. There is a secondary market for commercial paper and an investor may sell them prior to maturity. Unused lines of credit back commercial paper from major banks. COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR): The official annual financial report for the City. It includes combined statements and basic financial statements for each individual fund and account group prepared in conformity with Generally Accepted Accounting Principles (GAAP). Supplemental information is also included including a detailed multi-year comparative statistics. COST YIELD: The annual income from an investment divided by the purchase cost. Because it does not give effect to premiums and discounts which may have been included in the purchase cost, it is an incomplete measure of return. COUPON: (a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date. CREDIT RISK: The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer. CURRENT YIELD: The interest paid on an investment expressed as a percentage of the current price of the security. CUSTODY: A banking service that provides safekeeping for the individual securities in a customer's investment portfolio under a written agreement which also calls for the bank to collect and pay out income, and to buy, sell, receive and deliver securities when ordered to do so by the account holder. Attachment #2 15 DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. DEBENTURE: A bond secured only by the general credit of the issuer. DELIVERY VERSUS PAYMENT (DVP): Delivery versus payment is delivery of securities with an exchange of money for the securities. DERIVATIVES: (1) Financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging factor, or (2) financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities). DISCOUNT: The difference between the cost price of a security and its value at maturity when quoted at lower than face value. DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued a discount and redeemed at maturity for full face value, e.g., U.S. Treasury Bills. DIVERSIFI CATI0N: Dividing investment funds among a variety of securities offering independent returns. DURATION: A measure of the timing of the cash flows, such as the interest payments and the principal repayment, to be received from a given fixed-income security. This calculation is based on three variables: term to maturity, coupon rate, and yield to maturity. The duration of a security is a useful indicator of its price volatility for given changes in interest rates. FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L's, small business firms, students, farmers, farm cooperatives, and exporters. FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $100,000 per deposit. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations. FEDERAL HOME LOAN BANKS (FHLB): Government sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions and insurance companies. FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA or Fannie Mae): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). Attachment #2 16 The corporation is called, is a private stockholder-owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FEDERAL OPEN MARKET COMMITTEE (FOMC): Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money. FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks that are members of the system. FED WIRE: A wire transmission service established by the Federal Reserve Bank to facilitate the transfer of funds through debits and credits of funds between participants within the Fed system. FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC or Freddie Mac): A United States government sponsored corporation. GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae): Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA or FmHA mortgages. The term "pass- throughs" is often used to describe Ginnie Maes. HAIRCUT: The margin or difference between the actual market value of a security and the value assessed by the lending side of a transaction (i.e. a repo). INTEREST RATE: The annual yield earned on an investment, expressed as a percentage. LEVERAGE: Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing. LIQUIDITY: Refers to the ability to easily and rapidly convert a security into cash. LOCAL AGENCY INVESTMENT FUND (LAIF): The local Agency Investment Fund (LAIF) is a special fund in the California State Treasury created and governed pursuant to Government Code Sections 16429.1 et seq. There are limits on the maximum dollars deposited by a city as well as the number of transactions allowed each month. LOCAL GOVERNMENT INVESTMENT POOL (LGIP): The aggregate of all funds from political subdivisions that are placed in custody of the State Treasurer for investment and reinvestment. MAKE WHOLE CALL: A type of call provision on a bond that allows the issuer to pay off the Attachment #2 17 remaining debt early. Unlike a call option, with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call. With this type of call, an investor is compensated, or "made whole." MARGIN: The difference between the market value of a security and the loan a broker makes using that security as collateral. MARKET RISK: The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates. MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold on a specific date. MARKING TO MARKET: The process of posting current market values for securities in a portfolio. MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MEDIUM TERM NOTES (MTNs): Unsecured, investment-grade senior debt securities of major corporations which are sold in relatively small amounts on either a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences. MODIFIED DURATION: The percent change in price for a 100 basis point change in yields. Modified duration is the best single measure of a portfolio's or security's exposure to market risk. MONEY MARKET: The market in which short-term debt instruments (T-bills, discount notes, commercial paper, and banker's acceptances) are issued and traded. MONEY MARKET MUTUAL FUND: Mutual funds that invest solely in money market instruments (short- term debt instruments, such as Treasury bills, commercial paper, bankers' acceptances, and federal funds). MORTGAGE PASS THROUGH SECURITIES: A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security. MUNICIPAL SECURITIES: Securities issued by state and local agencies to finance capital and operating expenses. MUTUAL FUND: An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund's prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds, and money market instruments, as set forth in the individual fund's prospectus. For most large, institutional investors, the costs associated with investing in mutual funds are higher than the investor can obtain through an Attachment #2 18 individually managed portfolio. NATIONAL ASSOCIATION OF SECURITIES DEALERS (NASD): A self-regulatory organization (SRO) of brokers and dealers in the over-the-counter securities business. Its regulatory mandate includes authority over firms that distribute mutual fund shares as well as other securities. NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS (NSROs); Credit rating agencies whose ratings are permitted to be used for regulatory purposes such as those imposed by the Securities and Exchange Commission. NEGOTIABLE CERTIFICATE OF DEPOSIT: A large denomination certificate of deposit which can be sold in the open market prior to maturity. NEW ISSUE: Term used when a security is originally "brought" to market. OFFER: The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See Asked and Bid. OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve' s most important and most flexible monetary policy tool. PORTFOLIO: Collection of securities held by an investor. PREMIUM: The amount by which the price paid for a security exceeds the security's par value. PREPAYMENT SPEED: A measure of how quickly principal is repaid to investors in mortgage securities. PREPAYMENT WINDOW: The time period over which principal repayments will be received on mortgage securities at a specified prepayment speed. PRIMARY DEALER: A group of government securities dealers who submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC)-registered securities broker-dealers, banks, and a few unregulated firms. PRINCIPAL: The face value or par value of a debt instrument, or the amount of capital invested in a given security. PRUDENT PERSON (PRUDENT INVESTOR) RULE: A standard of responsibility which applies to fiduciaries. In California, the rule is stated as "Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in Attachment #2 19 a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes." PURCHASE DATE: The date in which a security is purchased for settlement on that or a later date. RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return. REALIZED YIELD: The change in value of the portfolio due to interest received and interest earned and realized gains and losses. It does not give effect to changes in market value on securities, which have not been sold from the portfolio. REGIONAL DEALER: A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities and that is not a primary dealer. REPURCHASE AGREEMENT (RP OR REPO): A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. RULE 2a-7 OF THE INVESTMENT COMPANY ACT: Applies to all money market mutual funds and mandates such funds to maintain certain standards, including a 13- month maturity limit and a 90-day average maturity on investments, to help maintain a constant net asset value of one dollar ($1.00). SAFEKEEPING: See CUSTODY. SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. SECURITIES & EXCHANGE COMMISSION: Agency created by Congress to protect investors m securities transactions by administering securities legislation. SETTLEMENT DATE: The date on which a trade is cleared by delivery of securities against funds. STRUCTURED NOTE: A complex, fixed income instrument, which pays interest, based on a formula tied to other interest rates, commodities or indices. Examples include inverse floating rate notes which have coupons that increase when other interest rates are falling, and which fall when other interest rates are rising, and "dual index floaters," which pay interest based on the relationship between two other interest rates - for example, the yield on the ten-year Treasury note minus the Libor rate. Issuers of such notes lock in a reduced cost of borrowing by purchasing interest rate swap agreements. TENNESSEE VALLEY AUTHORITY (TVA): The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio, and Mississippi River Attachment #2 20 valleys. TVA currently issues discount notes and bonds. TIME CERTIFICATE OF DEPOSIT: A non-negotiable certificate of deposit which cannot be sold prior to maturity. TOTAL RATE OF RETURN: A measure of a portfolio's performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains, and losses in the portfolio. TREASURY BILLS: A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year and are sold on a discount basis. TREASURY BONDS: Long-term coupon-bearing U.S. Treasury securities issued as direct obligations of the U.S. Government and having initial maturities of more than 10 years. TREASURY NOTES: Medium-term coupon-bearing U.S. Treasury securities issued as direct obligations of the U.S. Government and having initial maturities of I to 10 years. U.S. GOVERNMENT AGENCIES: Instruments issued by various US Government Agencies most of which are secured only by the credit worthiness of the particular agency. VOLATILITY: The rate at which security prices change with changes in general economic conditions or the general level of interest rates. WEIGHTED AVERAGE MATURITY (WAM): The average maturity of all the securities that comprise a portfolio that is typically expressed in days or years. YIELD: The rate of annual income return on an investment, expressed as a percentage. It is obtained by dividing the current dollar income by the current market price of the security. YIELD TO MATURITY: The rate of income return on an investment, minus any premium or plus any discount, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond, expressed as a percentage. YIELD CURVE: The yield on bonds, notes or bills of the same type and credit risk at a specific date for maturities up to thirty years. ZERO-COUPON SECURITY: Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. Attachment #2