HomeMy WebLinkAboutStaff Report 2504-4587CITY OF PALO ALTO
CITY COUNCIL
Tuesday, June 17, 2025
Council Chambers & Hybrid
5:30 PM
Agenda Item
9.Approval of Professional Services Contract Number C26193797 with Chandler Asset
Management, Inc. in an Amount Not to Exceed $750,000 for Investment Management
Services for a Period of Three Years; CEQA Status - Not A Project
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: June 17, 2025
Report #:2504-4587
TITLE
Approval of Professional Services Contract Number C26193797 with Chandler Asset
Management, Inc. in an Amount Not to Exceed $750,000 for Investment Management Services
for a Period of Three Years; CEQA Status - Not A Project
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or designee to execute
Contract No. C26193797 (Attachment A), with Chandler Asset Management, Inc. to provide
investment management services for a period of Three Years and a total amount not-to-exceed
of $750,000.
EXECUTIVE SUMMARY
Staff recommends transitioning investment management services to a specialized asset
portfolio management firm. It is best practice to periodically evaluate and update our City
policies and procedures and this action is in alignment with findings from an audit completed
by Baker Tilly on Investment Management services citing risk in redundancies in service
delivery. The City’s current investment management structure is supported by Administrative
Services staff and in a recent survey, it was determined that two-thirds of cities within Santa
Clara County enlist the expertise of professional investment portfolios managers from
specialized firms.
Staff recommend a blend of leveraging local knowledge with a professional specialized firm to
further optimize performance, results and adapt to increasing market complexity while
supporting a service delivery model that ensures continuity of the City’s investment program,
regardless of changes or fluctuations in City staff resources.
This report includes an overview of the City’s investment management function, the benefits of
partnering with a specialized investment management firm, and discussion of the competitive
solicitation process in selecting Chandler Asset Management, Inc. as the City’s investment
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management firm. Additionally, on June 3, 20251, the Finance Committee reviewed and
recommended that the City Council amend the City Investment Policy to reflect best practices
in broker/dealer due diligence, timeliness of reporting and including consultants within the
listing of authorized investment personnel. Should the City Council approve this contract,
Chandler Asset Management, Inc. will onboard with Staff and the City Council/Finance
Committee through an initial discussion of roles, responsibilities, objectives and onboard
workplan. Then upon implementation, Chandler will have a follow-up discussions on
observations, recommendations, workplan for related improvements and clarify periodic
discussions and reporting of portfolio performance and compliance. The plan is to have an
onboard study session with the Finance Committee.
BACKGROUND
2, the policy that governs the investment of
City funds, on October 22, 1984. Key philosophies of the City’s Investment Policy are:
1 Finance Committee, June 3, 2025, Item #3:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16128
2 Adopted by Council on June 17, 2024: https://www.paloalto.gov/files/assets/public/v/1/administrative-
services/investment-policies/adopted-investment-policy-1-39-asd.pdf
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California Government Code Section 53600 et seq., strictly governs which investments public
agencies can hold. In some cases, State law also governs what percentage of the portfolio can
be invested in certain security types, maximum maturities, and minimum credit ratings by the
major rating agencies (Standard & Poor’s and Moody’s Investors Service). Public agencies can
only invest in fixed income securities. The purchase of stock is prohibited. Therefore, the City
primarily invests in highly rated securities such as U.S. Treasury, Federal agencies, and
government sponsored enterprise debt.
The City’s investment strategy has been focused on making short-term investments in
anticipation of rising interest rates and holding investments until maturity dates to avoid the
incurrence of losses that result from disposition of investments at market value lower than
cost. For the past three years, the City’s investment portfolio statistics are as follows:
Table 1: Investment Balance, Yield, and Years-to-Maturity
Fiscal Year
(Ending 6/30)Investment Balance Yield Years-to-Maturity
2024 $640.9M 2.6%2.6
2023 $623.2M 2.3%2.3
2022 $584.7M 1.6%1.6
Investment advisory and portfolio management firms have specialized expertise, technology
skills, and research tools necessary to reasonably achieve a higher rate of return and they can
design and manage an investment portfolio that meet individual needs and preferences of
public agencies and comply with applicable federal laws and California Government Codes.
The recent Investment Management Audit conducted by the City Auditor, Baker Tilly, and
adopted by the City Council on January 16, 20243, identified segregation of duties and oversight
of investment activities as a finding. This finding recommends that staff implement a formal
process for review and approval of investment activities and that ASD should continue efforts
to adjust the staffing of the investment function. Staff has made progress on these
improvements and this recommended hybrid approach with a specialized firm will further
segregate the duties, with appropriate oversight and internal controls.
ANALYSIS
It is best practice to periodically evaluate and update City policies and procedures. The
Administrative Services Department (ASD) reviewed other agency practices and current trends.
Staff found that two-thirds of the cities within Santa Clara County utilize a specialized firm to
professionally manage their investment portfolios. These services are either fully or partially
3 City Council, January 16, 2024: https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82641
; Office of the City Auditor Investment Management
Audit: https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=45e60ff6-0073-4805-bd0f-
d06b82d471ac
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supported and include services such as cash flow forecasting, investment advisory and strategy
services, and investment policy updates.
Table 2: Summary of Request for Proposals
Proposal Description/Number Investment Management Services
RFP #193797
Proposed Length of Project July 1, 2025 to June 30, 2028 (Three Years)
Number of Vendors Notified 3,471
Number of Proposal Packages Downloaded 36
Total Days to Respond to RFP 28
Pre-Proposal Meeting and Date N/A
Number of Proposals Received 10
Proposal Price Range $540,000 to $1,440,000
(Proposed Three Year Cost)
Public Link to Solicitation https://procurement.opengov.com/portal/palo-alto-
ca/projects/145131
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managed $27.3 billion for over 165 public agency clients in California, including over 80
California cities. For over 35 years, Chandler has assisted public agencies with fiduciary duties
related to investment solutions and investment framework. Total asset under management
(AUM) is $41.6 billion including $36.5 billion for over 200 local government clients, as of
December 31, 2024.
•Proprietary software to ensure all transactions meet Government Code and the City’s
Investment Policy guidelines
•Analysis of the City’s cash flow needs,
•Active management of the City’s investments,
•Access to market resources such as Bloomberg, Trade Web and proprietary optimizing
models,
•Volume pricing optimization on transactions and other services,
•Monthly online reporting and monitoring tools for all transactions and current balances,
Assurance of portfolio compliance with all federal and State of California laws as well as
ordinances, resolutions and policies of the City relating to the investment of public
funds,
•Annually perform due diligence reviews of the broker/dealer, custodian bank and
financial institutions utilized by the City and provide supporting documentation to the
City,
•Keep the City informed of changing economic conditions through flash communications
and formal periodic reports including discussions of key economic indicators relevant to
the regional, State, national and global economies, and
•Continuity of the investment program regardless of changes or fluctuations in staff
levels or City personnel.
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FISCAL/RESOURCE IMPACT
Table 3: Chandler Asset Management Fee Structure
Assets Under Management
(Market Value)Investment Management Fee Estimated Fee
First $150 million 0.06 of 1% (6 basis points)$90,000
Next $100 million 0.04 of 1% (4 basis points)$40,000
Assets in Excess of $250 million 0.03 of 1% (3 basis points)$96,000
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
Professional Services
Rev. Oct 16,2024 Page 1 of 21
CITY OF PALO ALTO CONTRACT NO. C26193797
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND CHANDLER ASSET MANAGEMENT
INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 16th day of
June, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and CHANDLER ASSET MANAGEMENT INC.,
a California Corporation, located at 9255 Towne Centre Drive Suite 600, San Diego, CA 92121
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to transition the management of the City’s investment portfolio to a
specialized investment management firm (the “Project”) and desires to engage a consultant to
provide comprehensive portfolio oversight in connection with the Project (the “Services”, as
detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from July 1, 2025 through June 30, 2028 unless terminated
earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
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Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Seven Hundred Fifty
Thousand Dollars ($750,000). The hourly schedule of rates, if applicable, is set out in Exhibit
C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum compensation set forth in this Section 4
shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
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SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the
Services to be performed under this Agreement without the prior written authorization of the City
Manager or designee. In the event CONSULTANT does subcontract any portion of the work to
be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and
omissions of subcontractors.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Carlos Oblites
Email: coblites@chandlerasset.com as the CONSULTANT’s Project Manager to have
supervisory responsibility for the performance, progress, and execution of the Services and
represent CONSULTANT during the day-to-day performance of the Services. If circumstances
cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s
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key personnel for any reason, the appointment of a substitute Project Manager and the assignment
of any key new or replacement personnel will be subject to the prior written approval of the CITY’s
Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT
personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative,
or present a threat to the adequate or timely completion of the Services or a threat to the safety of
persons or property.
CITY’s Project Manager is Christine Paras, Administrative Services Department, 250 Hamilton
Ave Palo Alto, CA, zipcode: 94301, Telephone: (650) 329-2486. CITY’s Project Manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate Project Manager from time to time. CITY is assigning
Tarun Narayan, Administrative Services Department, and Jessie Deschamps, Administrative
Services Department, to represent CITY during day-to-day work on the Project.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written
approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify,
defend and hold harmless CITY, its Council members, officers, employees and agents (each an
“Indemnified Party”) from and against any and all demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
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negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
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SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
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SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
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following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
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SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
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28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
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executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: ADDITIONAL TERMS AND CONDITIONS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C26193797
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
CHANDLER ASSET MANAGEMENT
INC.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
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Nicole Dragoo
Secretary
Jayson Schmitt
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and
services described in this Scope of Services shall not include preparing or assisting CITY with any
portion of CITY’s preparation of a request for proposals, request for qualifications, or any other
solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain
responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or
specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on
any subsequent phase of this project have access to the same information, including all conceptual,
preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope
of Services.
CONSULTANT will provide the following services:
1. Full-time investment management services in accordance with the City’s Investment
Policy and State law.
2. Assist with reviewing and recommending any appropriate amendments to the City's
Investment Policy at the outset of the contract term and assist with the annual review and
update of the Investment Policy.
3. Assist CITY with developing an appropriate cash flow model to minimize balances held
in highly liquid but low interest accounts (e.g., bank accounts and LAIF).
4. Assist the City with maturity analysis.
5. Establish and recommend appropriate investment benchmarks.
6. Provide credit analysis and assess risk of portfolio investments.
7. Work with CITY’s third-party custodian (currently US Bank) for safekeeping of
securities and provide services required to execute and settle investment trades.
8. Recommend and justify appropriate investment benchmarks.
9. Provide detailed monthly and quarterly reports to City Council of investment portfolio
activity, performance, holdings by investment type, maturity, broker, weighted average
maturity, duration, benchmark comparison, and other such reports normally provided to
governmental clients. Provide separate annual portfolio holding, activity, and
performance reports and relevant GASB reports based on the City’s fiscal year (July 1 –
June 30).
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10. Be available to Administrative Services Department staff in a timely manner by
telephone or email and meet with and provide information to Administrative Services
Department staff upon request, and if requested, to other interested parties such as the
Finance Committee, City Council and/or City Manager.
11. Attend City Council meetings for the annual review of the investment policy.
12. Provide assurance of portfolio compliance with all federal and State of California laws as
well as ordinances, resolutions, and policies of the City relating to the investment of
public funds.
13. Annually perform due diligence reviews of the broker/dealers, custodian bank, and
financial institutions utilized by the City and provide supporting documentation to the
City.
14. Will not act as a CITY’s custodian of assets in the account or have possession of any
such assets.
15. Will act as a fiduciary agent to CITY, serving as an independent advisor to represent the
best interests of the CITY.
16. Demonstrate independence from any financial institution or securities brokerage firm, or
fully disclose any such relationships relevant to qualified investments for public sector
entities.
17. Keep CITY informed of changing economic conditions through flash emails, daily,
weekly, and/or monthly reports including discussion of key economic indicators relevant
to the regional, State, national, and global economies.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed (“NTP”) from the CITY.
Milestones Number of Days/Weeks (as specified below)
1. City Council reports of investment
portfolio, as described in SCOPE OF
appropriate amendments to the City’s
and financial institutions utilized by the
City and provide supporting
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the
terms and conditions of this Agreement, including Services, any specified reimbursable expenses,
and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule
attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any
specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed
the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all
Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4),
within this/these amount(s). Any work performed or expenses incurred for which payment would
result in a total exceeding the maximum amount of compensation set forth in this Agreement shall
be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
CITY will compensate CONSULTANT monthly on an amount calculated on the average market
value of CITY’s non-pool, non-money market investment portfolio, including accrued interest, in
accordance with the following schedule:
Asset Under Management Investment Management Fee
The fees above do not include any custody fees that may be charged by CITY’s bank or other
third-party custodian.
Fees will be prorated to the effective date of termination on the basis of actual days elapsed, and
any unearned potion of prepaid fees shall be refunded. CITY is not required to pay any start-up
or closing fees. CONSULTANT may not assess penalty fees against the CITY.
CONSULTANT shall bill fees monthly, in arrears.
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
COVERAGE AT THE FOLLOWING EMAIL: PurchasingSupport@PaloAlto.Gov
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL
INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
Purchasingsupport@PaloAlto.Gov
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EXHIBIT E
ADDITIONAL TERMS AND CONDITIONS
1. Investment Policy. In investing and reinvesting the CITY’s assets, CONSULTANT shall
comply with the CITY’s Investment Policy, as may be amended. The Investment Policy
as of the date of this Agreement is attached hereto as Exhibit E-1.
2. Authority of Chandler. CONSULTANT is hereby granted full discretion to invest and
reinvest all assets under its management in any type of security it deems appropriate,
subject to the instructions given or guidelines set by Representative.
3. Proxy Voting. CONSULTANT will vote proxies on behalf of the CITY unless otherwise
instructed. CONSULTANT has adopted and implemented written policies and
procedures and will provide the CITY with a description of the proxy voting procedures
upon request. CONSULTANT will provide information regarding how the 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 info@chandlerasset.com.
4. Custody of Securities and Funds. CONSULTANT shall not have custody or possession
of the funds or securities that the CITY has placed under its management. The CITY
shall appoint a custodian to take and have possession of its assets. The CITY recognizes
the importance of comparing statements received from the appointed custodian to
statements received from CONSULTANT. The CITY recognizes that the fees expressed
above do not include fees the CITY will incur for custodial services.
5. 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.
6. Investment Advice. The CITY recognizes that the opinions, recommendations and
actions of CONSULTANT will be based on information deemed by it to be reliable, but
not guaranteed to or by it. Provided that CONSULTANT acts in good faith, the 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.
7. 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.
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8. 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 the 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 the CITY's account any securities which it may purchase or sell for
other clients.
9. Confidential Relationship. The terms and conditions of this Agreement, and all
information and advice furnished by either party to the other shall be treated as
confidential and shall not be disclosed to third parties except (i) as required by law, rule,
or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either
party of information that has become public by means other than wrongful conduct by
such party or its officers, employees, or other personnel, (iv) for disclosures by either
party to its legal counsel, accountants, or other professional advisers, (v) as necessary for
CONSULTANT to carry out its responsibilities hereunder, or (vi) as otherwise expressly
agreed by the parties.
10. Receipt of Brochure and Privacy Policy. The CITY hereby acknowledges receipt of the
disclosure statement or "brochure" and “brochure supplement” also known as Part 2A
and Part 2B of Form ADV, required to be delivered pursuant to Rule 2043 of the
Investment Advisers Act of 1940 (Brochure). The CITY further acknowledges receipt of
CONSULTANT’s Privacy Policy, as required by Regulation S-P.
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