Supporting Document (515ad3db...)

I
CITY COUNCIl
REPORT
Item 6
mu
mm
Meeting Date: 
Charter Provision:
Objective:
02/24/2026
Provide for the orderly government and administration of the 
affairs of the City
Approve Investment Management Services Contract
ACTION
\
Investment Management Services Contract Approval 
Adopt Resolution No. 13599 to authorize:
1. the Mayor to execute, on behalf of the City, Contract No. 2026-024-COS with U.S. Bancorp 
Asset Management, inc. to provide investment management services.
2. the City Treasurer or designee to execute any other documents and take such other actions 
as are necessary to carry out the intent of this Resolution and Contract No. 2026-024-COS.
BACKGROUND
Article 6, Section 15 of the City Charter authorizes the investment Of City funds, the City Treasurer 
maintains an investment policy in accordance with state law that provides detailed governance and 
restrictions on City investments. The policy outlines the objectives of safety, liquidity, and yield in 
that order. Investments shall be made with judgment and care, under circumstances then 
prevailing, which persons of prudence, discretion, and intelligence exercise in their own affairs, 
considering the required safety of their capital as well as the expected income to be derived. The 
portfolio includes diversification by investment type, issuer, maturity, market sector and include the 
use of several broker-dealers for competitive market coverage.
The city's investment advisor is contracted to manage the city's investment portfolio in accordance 
with the city's investment policy with oversight and approval by the City Treasurer's Office. To 
provide transparency and aGcountability, as well as compliance to the investment policy, quarterly 
the City Treasurer provides the City Council with a report on all city investments and demonstrates 
compliance to the investment policy.
ANALYSIS & ASSESSMENT
Recent Staff Action
Action Taken
I

City Treasurer's Investment Management Services Contract Approval
The city staff issued a Request for Proposal for investment management services. The evaluation 
committee comprised of five individuals from several departments throughout the city, revie\A/ing 
the seven proposals submitted. The proposals were scored on the firm/staff qualifications, 
investment strategy/reporting, disaster recovery/eyber security, references, and pricing. Based on 
the independent scoring, the evaluation committee unanimously recommended US Bancorp Asset 
Management Inc. to be awarded the contract. The estimated fees for the contract will be $250,000 
to $400,000 depending on the size of the portfolio. The city has an investment portfolio of 
approximately $1.2 billion dollars.
RESOURCE IMPACTS
1
Available funding
The investment management services are included in the City Treasurer's budget.
OPTIONS & STAFF RECOMMENDATION
RecommendedApproach:
Adopt Resolution No. 13599 to authorize:
1. the Mayor to execute, on behalf of the City, Contract No. 2026-024-COS with U.S. Bancorp 
Asset Management, inc. to provide investment management services.
2. the City Treasurer or designee to execute any other documents and take such other actions 
as are necessary to carry out the intent of this Resolution and Contract No. 2026-024-COS.
RESPONSIBLE DEPARTMENTCS)
City Treasurer's Office
STAFF CONTACTS (S)
Anna Henthorn, Assistant City Treasurer, (480) 312-7805. 
Ahenthorn(S)ScottsdaleAZ.Gov
APPROVED BY
Anna Henthorn, Assistant City Treasurer
S)l^/ao
Date^ ^ 
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City Treasurer's Investment Management Services Contract Approval
(480) 312-7805 AhenthornOScottsdaleAZ.Gov
Sonia Andrew^City freasurer
(480) 312-2364, SAndrews@ScottsdaleAZ.Gov
Date
ATTACHMENTS
1. Resolution No. 13599
2. Contract No. 2026-024-COS
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RESOLUTION NO. 13599
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE,
MARICOPA COUNTY, ARIZONA, APPROVING CONTRACT NO. 2026-024-COS
WITH U.S. BANCORP ASSET MANAGEMENT. INC. FOR INVESTMENT
MANAGEMENT SERVICES.
WHEREAS, the City has a need for investment management services.
WHEREAS, U.S. Bancorp Asset Management, Inc. was selected by the City to provide 
these professional services for an estimated amount of $250,000 to $400,00 per year depending 
on the size of the portfolio.
NOW, THEREFORE. BE IT RESOLVED by the Council of the City of Scottsdale, Maricopa 
County, Arizona, as follows:
Section 1. The City Council hereby authorizes, approves and directs the Mayor to 
execute, on behalf of the City, Contract No. 2026-024-COS with U.S. Bancorp Asset 
Management, Inc. to provide investment management services.
Section 2. The City Council hereby authorized the City Treasurer or her designee to 
execute any other documents and take such other actions as are necessary to carry out the intent 
of this Resolution and Contract No. 2026-024-COS.
PASSED AND ADOPTED by the Council of the City of Scottsdale, Maricopa County. 
Arizona this____day of________________ , 2026.
ATTEST:
CITY OF SCOTTSDALE, an Arizona 
municipal corporation
Ben Lane, City Clerk 
APPROVED AS TO FORM:
Luis E. Santaella, Interim City Attorney
By: Lindsay Hampshire, Assistant City Attorney
Lisa Borowsky, Mayor
Page 1 of 1 
Resolution No. 13599
ATTACHMENT 1

Contract No. 2026-024-COS
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CITY OF SCOTTSDALE 
PROFESSIONAL SERVICES CONTRACT 
CONTRACT NO. 2026-024-COS 
INVESTMENT MANAGEMENT SERVICES
THIS CONTRACT, entered into this_____ day of______________, 2026, between the City of
Scottsdale, an Arizona municipal corporation, the “City”, and U.S. 
Bancorp Asset Management, Inc., of which PFM Asset Management is a division, the
“Consultant”.
WITNESSETH
The Mayor of the City of Scottsdale is authorized and empowered by provisions of the City 
Charter to execute contracts for professional services; and
The City intends to contract for Investment Management Services for City Resources.
The Consultant is qualified to render the services desired by the City.
FOR AND IN CONSIDERATION of the parties’ mutual covenants and conditions, the City and 
Consultant agree as follows:
1. DESCRIPTION, ACCEPTANCE, DOCUMENTATION
The Consultant will provide the professional services required by this Contract.
1.1 SERVICE DESCRIPTION
The entire Request for Proposal No. RFP-022025-239 identified as Investment 
Management Services is incorporated into this Contract by this reference as fully 
as if written out below. Consultant’s proposal submitted in response to Request for 
Proposal Number (RFP-022025-239) and dated April 25, 2025 is incorporated into 
this Contract by this reference as fully as if written out below.
If any provision incorporated by reference from the Request for Proposal conflicts 
with any provision of the Consultant’s proposal, the provision of the Request for 
Proposal will control. If any provision of the Consultant’s proposal, including but 
not limited to any limitation of liability or disclaimer of warranty language, conflicts
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attachment 2

2.
Contract No, 2026-024-COS
or is in any way inconsistent with any provision of this Contract, this Contract will 
control.
The Consultant shall act under the authority and approval of the Contract 
Administrator to provide the services required by this Contract.
1.2 ACCEPTANCE AND DOCUMENTATION
A. Each task must be reviewed and approved by the Contract Administrator to 
determine acceptable completion.
B. The City will provide all necessary information to the Consultant for tinnely , 
completion of the tasks specified in Section 1.1 above.
C. All documents, including but not limited to, data compilations, studies, and 
reports which are prepared in the performance of this Contract are to be and 
remain the property of the City and are to be delivered to the Contract 
Administrator before final payment is made to the Consultant.
BILLING RECORDS. AUDIT. FEES
2.1 
BILLING RECORDS. AUDIT
The time spent for each task must be recorded and submitted to the Contract 
Administrator. Consultant must maintain all books, papers, documents, accounting 
records and other evidence pertaining to time billed and to costs incurred and make 
these materials available for audit by the City in accordance with Section 4.7 of 
this Contract.
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2.2 
FEE SCHEDULE
The Amount paid to Contractor Inclusive of all expenses under this Contract shall 
not exceed 8 basis points on the first $100k, 6 basis points on the next $100k, 4 
basis points on the next $200k, 2 basis points on the next $3d0k, 1.5 basis points 
on anything over $700k.
Fees are charged monthly in arrears based on the daily net AUM on an amortized 
cost basis, including accrued interest for the month.
An Annual minimum fee of $40k applies to all accounts.
In addition, a one-year discount in the form of a fee cap of $250,000. This 
represents a fee of 2.27 bps (0.0227%) on a portfolio of $1.1 Billion for the first 
year. The parties acknowledge that this fee cap shall not apply to other entities 
that enter into a cooperative contract with Contractor pursuant to the terms of this 
Contract, unless specifically agreed upon in writing by Contractor and such other 
entity. All fees as per attached Exhibit B, the Consultant’s Best and Final Offer 
Response to Request for Proposals for RFP-022025-239 - Investment 
Management Services, dated July 10, 2025.
2.3 
PAYMENT APPROVAL
All charges must be approved by the Contract Administrator before payment.
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Contract No. 2026-024-COS
2.3.1 PAYMENT TERMS
The City of Scottsdale’s payment terms are payment within thirty (30) days 
after approval by Contract Administrator. In no event will payment be made 
prior to receipt of an original invoice containing invoice and proper reference 
numbers. The City is not liable for delays in payment caused by failure of 
the Vendor or Consultant to send invoice to the address specified below;
City of Scottsdale 
Accounts Payable
7447 E. Indian School Road, Ste 210 
Scottsdale, Arizona 85251-4468
2.4 PRICE ADJUSTMENT
Price increases may only be requested by the Contractor, thirty (30) days prior to 
the anniversary date of the Agreement. Failure to do so may result in the denial of 
any increase requested.
A requested price increase will become effective only after approval by the 
Contract Administrator and the Purchasing Director. Once approved, the price 
increase will be adjusted into a new base price for the remainder of the contract 
period. Any future requested price increases to the base price will only be reviewed 
at annual renewal time and require the approval of the Contract Administrator and 
Purchasing Director.
The proposed increased rate shall be based upon presentation by Consultant and 
review by the Contract Administrator; however, the Contract Administrator shall 
evaluate the Consultant's performance, services and records documentation to 
determine the appropriateness of'the increase requested.
3. TERM, EXTENSION, TERMINATION 
3.1 TERM AND EXTENSION
The term of this Contract is for an initial three (3) year period from effective date. 
This Contract must be approved by the City Council of the City of Scottsdale, 
Arizona and signed by its Mayor and attested by the City Clerk. The City and 
Consultant may mutually agree to extend this Contract for two (2) additional one 
(1) year periods, upon the recommendation of the Contract Administrator and the 
concurrence of the Purchasing Director without returning to Council.
This Contract is in full force and effect when it is signed by the City and the 
Consultant. The term of this Contract is for a period. The City and Consultant 
may mutually agree to extend this Contract for upon the recommendation of the 
Contract Administrator and the concurrence of the Purchasing Director.
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3.2 TERMINATION
Contract No. 2026-024-COS
Termination for Convenience: City resen/es the right to terminate this Contract or 
any part of this Contract for its sole convenience with thirty (30) days’ written notice. 
In the event of any termination, Consultant must immediately stop all work, and 
must immediately cause any of its suppliers and Subcontractors to cease all work. 
As compensation in full for services performed to the date of termination, the 
Consultant will receive a fee for the percentage of services actually completed. 
This fee will be in the amount to be mutually agreed upon by the Consultant and 
the City, based on the agreed Scope of Work. If there is no mutual agreement, the 
Contract Administrator will determine the percentage of completion of each task 
detailed in the Scope of Work and the Consultant’s compensation will be based 
upon this determination. The City will make this final payment within sixty (60) days 
after the Consultant has delivered the last of the partially completed items. 
Consultant will not be paid for any work done upon receipt of the notice of 
termination, nor for any costs incurred by Consultant’s suppliers or Subcontractors, 
which Consultant could reasonably have avoided.
Cancellation for Cause: City may also cancel this Contract or any part of this 
Contract with seven (7) days’ notice for cause in the event of any default by the 
Consultant, or if the Consultant fails to comply with any of the terms and conditions 
of this Contract. Unsatisfactory performance as judged by the Contract 
Administrator or failure to provide City, upon request, with adequate assurances of 
future performance will all be causes allowing City to cancel this Contract for 
cause. In the event of cancellation for cause. City will not be liable to Consultant 
for any amount, and Consultant will be liable to City for any and all damages 
sustained by reason of the default which gave rise to the termination.
In the event Consultant is in violation of any Federal, State, County or City law, 
regulation or ordinance, the City may cancel this Contract immediately upon giving 
notice to the Consultant.
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If the City cancels this Contract or any part of the Contract services, the City will 
notify the Consultant in writing, and upon receiving notice, the Consultant must 
discontinue advancing the work and proceed to close all operations.
Upon cancellation, the Consultant must deliver to the City all drawings, special 
provisions, reports, and other documents, entirely or partially completed, in any 
format, including but not limited to written or electronic media, together with all 
unused materials supplied by the City. Use of incomplete data will be at the City’s 
sole responsibility.
The Consultant must appraise the work it has completed and submit its appraisal 
to the City for evaluation. At that time, the Consultant will be entitled to be paid for 
Work performed and accepted by the City before the default.
If the Consultant fails to fulfill in a timely and proper manner its obligations, or if the 
Consultant violates any of the terms of this Contract, the City may withhold any 
payments to the Consultant for the purpose of setoff until the exact amount of 
damages due the City from the Consultant is determined by a court of competent 
jurisdiction.
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Contract No. 2026-024-COS
If the City improperly cancels the Contract for cause, the cancellation for cause will 
be converted to a termination for convenience in accordance with the provisions 
of this Section.
The Consultant may terminate this Contract for a material breach of its terms by 
the City upon the City’s failure to cure such material breach within thirty (30) days 
after written notice thereof has been delivered by the Consultant.
3.3 FUNDS APPROPRIATION
If the City Council does not appropriate funds to continue this Contract and pay for 
charges, the City may terminate this Contract at the end of the current fiscal period. 
The City agrees to give written notice of termination to the Consultant at least thirty 
(30) days before the end of its current fiscal period and will pay to the Consultant 
all approved charges incurred through the end of this period.
The City agrees to provide the Consultant with prompt notice of any event of non­
appropriation.
4. GENERALTERMS
4.1 ENTIRE AGREEMENT
This Contract constitutes the entire understanding of the parties and supersedes 
all previous representations, written or oral, with respect to the specified services. 
This Contract may not be modified or amended except by a written document, 
Signed by authorized representatives of each party.
4.2 
ARIZONA LAW
This Contract is governed and interpreted according to the laws of the State of 
Arizona.
4.3 
MODIFICATIONS
Any amendment, modification or variation from the terms of this Contract must be 
• in writing and will be effective only after approval of all parties signing the original 
Contract.
4.4 
ASSIGNMENT
Services covered by this Contract may not be assigned or as the term assignment 
is defined under the Investment Advisers Act of 1940, as amended, or sublet in 
whole or in part without first obtaining the written consent of the Purchasing 
Director and Contract Administrator.
4.5 SUCCESSORS AND ASSIGNS
This Contract extends to and is binding upon Consultant, its successors and 
assigns, including any individual, company, partnership or other entity with or into 
which Consultant merges, consolidates or is liquidated, or any person, corporation, 
partnership or other entity to which Consultant sells its assets.
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Contract No. 2026-024-COS
4.6 
CONTRACT ADMINISTRATOR
The Contract Administrator for the City will be (contract administrator) or designee. 
The Contract Administrator will oversee the execution of this Contract, assist the 
Consultant in accessing the organization, audit billings, approve payments, 
establish delivery schedules, approve addenda, and assure Certificates of 
Insurance are in City’s possession and are current and conform to the Contract 
requirements. The Consultant must channel reports and special requests through 
the Contract Administrator.
4.7 
RECORDS AND AUDIT RIGHTS
With thirty (30) days advance written notice, and no more than once per Contract year, 
the City may audit all of the Consultant’s records, calculations, and working 
documents pertaining to this work at a mutually agreeable time and place and in 
such a manner as to not interfere with normal business activities.
Consultant’s records (hard copy, as well as computer readable data), and any 
other supporting evidence considered necessary by the City to substantiate 
charges and claims related to this Contract must be open to inspection and 
subject to reproduction by City’s authorized representative to the extent necessary 
to adequately permit evaluation and verification of cost of the work, and any 
invoices, change orders, payments or claims submitted by the Consultant or any 
of his payees in accordance with the execution of the Contract, for a period of 
three (3) years after last or final payment. Sensitive or confidential information can 
be viewed by the City at a Contractor's location or via a video conference call, however 
the City of Scottsdale may not record or create copies of sensitive or confidential 
information.
Consultant must require all Subcontractors, insurance agents, and material 
suppliers (payees) to comply with the provisions of this section by insertion of these 
requirements in a written Contract Agreement between Consultant and payee. 
These requirements will also apply to any and all Subcontractors.
4.8 
ATTORNEY’S FEES
Should either party bring any action for relief, declaratory or otherwise, arising out 
of this Contract, the prevailing party shall be entitled to an award of reasonable 
attorneys’ fees, reasonable costs and expenses as determined by the court. All 
these fees, costs, and expenses will be considered to have accrued on the 
commencement of the action.
4.9 
INELIGIBLE BIDDER
The preparer of specifications is not eligible to submit a bid or proposal on the 
solicitation for which they prepared the specification, nor is the preparer eligible to 
supply any product to a bidder or offeror on the solicitation for which they prepared 
the specification.
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Contract No. 2026-024-COS
4.10 INDEPENDENT CONTRACTOR
The services Consultant provides under the terms of this Contract to the City are 
that of an Independent Consultant, not an employee, or agent of the City. 
Provided, however, that when Consultant conducts a trade of portfolio securities 
on behalf of the City, Consultant acts as the City’s agent. The City may report the 
value paid for these services each year to the Internal Revenue Service (I.R.S.) 
using Form 1099.
City will not withhold income tax as a deduction from contractual payments unless 
required under federal or state law. As a result of this. Consultant may be subject 
to I.R.S. provisions for payment of estimated income tax. Consultant is 
responsible for consulting the local I.R.S. office for current information on 
estimated tax requirements.
4.11 
CONFLICT OF INTEREST
The Consultant warrants that it has not employed or retained any company or 
person, other than a bona fide employee working solely for the Consultant, to solicit 
or secure this Contract, and that it has not paid or agreed to pay any person or 
persons, other than a bona fide employee working solely for the Consultant any 
fee, commission, percentage, brokerage fee, gifts or any consideration, contingent 
upon or resulting from the award or making of this Contract. For breach or violation 
of this warranty. City will have the right to cancel this Contract without liability or in 
its discretion to deduct from the Contract price or consideration, or othervyise 
recover the full amount of any fee, commission, percentage, brokerage fee, gift or 
contingent fee, together with costs and attorney’s fees.
The City may cancel any Contract or Agreement, without penalty or obligation, if 
any person significantly involved in initiating, negotiating, securing, drafting or 
creating the Contract on behalf of the City’s departments or agencies is, at any 
time while the Contract or any extension of the Contract is in effect, an employee 
of any other party to the Contract in any capacity or a Consultant to any other party 
to the Contract with respect to the subject matter of the Contract. The cancellation 
will be effective when written notice from the City is received by all other parties 
to the Contract, unless the notice specifies a later time (A.R.S.
§38-511).
4.12 
NOTICES
All notices or demands required to be given in accordance with the terms of this 
Contract must be given to the other party in writing, delivered by hand or registered 
or certified mail, at the addresses stated below, or to any other address the parties 
may substitute by written notice given in the manner prescribed in this section.
In the ease of Consultant;
U.S. Bancorp Asset Management, Inc.
Of which PFM Asset Management is a division 
1101 W. Washington Street 
Tempe AZ 85288
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Contract No. 2026-024-COS
In the case of City:
On behalf of the City;
Anna Henthorn 
Assistant City Treasurer 
7447 E. Indian School Rd.
Scottsdale AZ 85251 
480-312-7805
ahenthorn@scottsdaleaz.aov
If hand delivered, Notices are deemed received on the date delivered. If delivered 
by certified or registered mail, Notices are deemed received on the date indicated 
on the receipt. Notice by facsimile or electronic mail is not adequate notice.
4.13 [Intentionally omitted.]
4.14 TAXES
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The fee listed in this Contract includes all taxes applicable to the services 
authorized. The City will have no obligation to pay additional amounts for taxes of 
any type.
4.15 
ADVERTISING
No advertising or publicity concerning the City using the Consultant services shall 
be undertaken without prior written approval of such advertising or publicity by the 
City of Scottsdale Contract Administrator and by the City Attorney.
4.16 
COUNTERPARTS
This Contract may be executed in one or more counterparts, and each originally 
executed duplicate counterpart of this Contract will be considered to possess the 
full force and effect of the original.
4.17 
SUBCONTRACTORS
During the performance of the Contract, the Consultant may engage any additional 
Subcontractors as may be required for the timely completion of this Contract. The 
addition of any Subcontractors requires that the Consultant first obtain the approval 
of the City.
In the event of subcontracting, the sole responsibility for fulfillment of all terms and 
conditions of this Contract rests with the Consultant.
The Consultant will pay its Subcontractors within seven (7) calendar days of receipt 
of each progress payment from the City. The Consultant will pay for the amount of 
the Work performed by each Subcontractor as accepted and approved by the City 
with each progress payment. In addition, any reduction of retention, if any, by the 
City will result in a corresponding reduction to Subcontractors who have performed 
satisfactory work. The Consultant will pay Subcontractors the reduced retention 
within fourteen (14) calendar days of the payment of the reduction of the retention
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Contract No. 2026-024-COS
to the Consultant. No Contract between the Consultant and its Subcontractors may 
materially alter the rights of any Subcontractor to receive prompt payment and 
retention reduction as provided in this Contract.
If the Consultant fails to make payments in accordance with these provisions, the 
City may take any of one or more of the following actions and the Consultant 
agrees that the City may take these actions:
A. To hold the Consultant in default under this Contract;
B. Withhold future payments including retention until proper payment has been 
made to Subcontractors in accordance with these provisions;
C. Reject all future offers to perform work for the City from the Consultant for a 
period not to exceed 1 year from the completion date of this project; or 
Terminate this Contract.
4.18 
CHANGES IN THE WORK
The City may at any time, as the need arises, order changes within the scope of 
the work without invalidating the Contract. If any changes increase or decrease 
the amount due under the Contract documents, or in the time required for 
performance of the work, an equitable adjustment will be authorized by written 
Change Order.
The City will execute a formal Change Order based on detailed written quotations 
from the Consultant for work related changes and/or a time of completion variance. 
All Change Orders are subject to approval by the City.
Contract Change Orders are subject to the Rules and Procedures within the City’s 
Procurement Code.
4.19 
CO-OP USE OF CONTRACT
In addition to the City of Scottsdale, this Contract may be extended for use by other 
municipalities, government agencies and governing bodies, including the Arizona 
Board of Regents, and political subdivisions of the State. Any usage by other 
entities must be in accord with the ordinances, charter and/or rules and regulations 
of the respective entity and the approval of the Consultant.
4.20 
COMPLIANCE WITH FEDERAL AND STA TE LAWS
The Consultant accepts the applicability to it of the Americans with Disabilities Act, 
the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act 
of 1989. In addition, the Consultant accepts the applicability to it of A.R.S. §34- 
301 and 34-302. The Consultant shall include the terms of this provision in all 
contracts and subcontracts for work performed under this Contract, including 
supervision and oversight.
Under the provisions of A.R.S. §41-4401, the Consultant warrants to the City that 
the Consultant and all its subcontractors will comply with all Federal Immigration 
laws and regulations that relate to their employees and that the Consultant and all 
its subcontractors now comply with the E-Verify Program under A.R.S. §23-214(A).
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Contract No. 2026-024-COS
As used throughout this Contract, the term subcontractor does not 
include vendors of the Contractor who do not provide a service directly to the City 
and are not hired by Contractor specifically for performance under the Contract.
A breach of this warranty by the Consultant or any of its subcontractors will be 
considered a material breach of this Contract arid may subject the Consultant or 
Subcontractor to penalties up to and including termination of this Contract or any 
subcontract.,
The City retains the legal right to irispect the papers of any employee of the 
Consultant or any subcontractor who works on this Contract to ensure that the 
Consultant or any subcontractor is complying with the warranty given above, 
subject to applicable state and federal law. For purposes of this provision, the 
Contractor’s records demonstrating compliance with federal immigration laws and 
regulations shall be considered “papers of an employee." Sensitive or confidential 
information may be reviewed by the City of Scottsdale at the Contractor’s location 
or through a secure video conference. However, the City shall not record, copy. 
Or othenwise reproduce any sensitive or confidential information during such 
review.
Compliance with Americans with Disabiiities Act
Consultant acknowledges that, pursuant to the Americans with Disabilities Act 
(ADA), programs, services and other activities provided by a public entity to the 
public, whether directly or through a contractor, must be accessible to the disabled 
public. Consultant will provide the services specified in this Contract in a manner 
that complies with the ADA and any and all other applicable federal, state and 
local disability rights legislation. Consultant agrees not to discriminate against 
disabled persons in the provision of services, benefits or activities provided under 
this Agreement and further agrees that any violation of this prohibition on the 
part of Consultant, its employees, agents or assigns will constitute a material 
breach of this Contract.
4.21 
[Intentionally omitted.]
4.22 
LAWFUL PRESENCE IN THE UNITED STATES FOR PERSONS
A.R.S. §1-502 (H.B. 2008) requires that all PERSONS who will be awarded a 
Contract and apply for public benefit must demonstrate through a signed affidavit 
and the presentation of a copy of documentation that verifies that they are lawfully 
present in the United States.
A PERSON is defined as all-NATURAL PERSONS / INDIVIDUALS / SOLE 
PROPRIETORSHIPS as indicated by your W9 Filing. (This law does not apply to 
LLP’s, LLC's, PLLC's, Corporations Limited Partnerships or General Partnerships.)
By submitting your quote, bid, proposal and/or indicating your desire to enter in a 
Contract with the City, you are agreeing that if you are selected as the awardee 
and meet the criteria of a PERSON, you will abide by this law and sign and submit 
an AFFIDAVIT DEMONSTRATING LAWFUL PRESENCE IN THE UNITED 
STATES and attach the appropriate copy of your documentation to verify of that 
statement. Types of acceptable documentation copies are an Arizona Driver’s
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Contract No. 2026-024-COS
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License issued after 1996, Arizona nonoperating identification license, U.S. birth 
certificate, U.S. Passport, I-94 Form with photograph and several others that 
are all listed on the Affidavit form that the City will send to you for your completion 
before to issuing any Contract.
If you have previously done business with the City and have already filed the above 
Affidavit with copies of an acceptable documentation please indicate when you 
filed the Affidavit. If your approved Affidavit is already on file with the City, you 
have complied with this requirement.
If you fail to complete and provide a completed Affidavit and accompanying 
acceptable copy of your documentation, or not advise us of your prior filing within 
10 calendar days of being requested by then you may be considered non- 
responsive and disqualified from that award consideration. You can obtain the 
complete Affidavit form from the Purchasing Department at (480) 312-5700 or the 
Purchasing web site at httD://www.scottsdaleaz.aov/Purchasinq on the lower right 
side of the page under Forms.
4.23 
NO PREFERENTIAL TREATMENT OR DISCRIMINATION
In accordance with the provisions of Article II, Section 36 of the Arizona 
Constitution, the City will not grant preferential treatment to or discriminate against 
any individual or group on the basis of race, sex, color, ethnicity or national origin, 
provided it does not conflict with federal law or regulation
4.24 
INDEMNIFICATION
To the fullest extent permitted by law. Consultant, its successors, assigns and 
guarantors, must defend, indemnify and hold harmless City of Scottsdale, its 
agents, representatives, officers, directors, officials and employees from and 
against all allegations, demands, proceedings, suits, actions, claims, damages, 
losses, expenses, including but not limited to, attorney fees, court costs, and the 
cost of appellate proceedings, and all claim adjusting and handling expense, 
related to, arising from or out of, or resulting from any, negligence, recklessness, 
or intentional wrongful conduct by Consultant in the performance of this Contract, 
including but not limited to, any Subcontractor or anyone directly or indirectly 
employed by any of them or anyone for whose acts any of them may be liable and 
any injury or damages claimed by any of Consultant’s and Subcontractor’s 
employees, except in the case of gross negligence or willful misconduct of the City 
of Scottsdale, its agents, representatives, officers, directors, officials and 
employees
Insurance provisions in this Contract are separate and independent from the 
indemnity provisions of this section and shall not be construed in any way to limit 
the scope and magnitude of the indemnity provisions. The indemnity provisions 
of this section shall not be construed in any way to limit the scope and magnitude 
and applicability of the insurance provisions.
4.25 
OWNERSHIP OF PROJECT DOCUMENTS
All documents, including but not limited to notes, records, data compilations, 
studies, and reports in any format, including but not limited to, written or electronic 
media, prepared in the performance of this Contract will remain the property of
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Contract No. 2026-024-COS
the City and must be delivered to the Contract Administrator before final payment 
is made to the Consultant, except that ownership of third-party data remains with 
its owner. The Consultant is permitted to retain copies of the City’s records to 
comply with legal and regulatory obligations, and in connection with routine 
electronic archiving.
When the work detail covers only the preparation of preliminary reports or 
documents, there will be ho limitations upon the City concerning use of the ideas 
or recommendations in the reports or documents. The City will release the 
Consultant from any liability for the preparation and use of preliminary reports or 
documents.
4.26 
COMPLETENESS AND ACCURACY
The Consultant will be responsible for the completeness and accuracy of its work, 
including but not limited tOj survey work, reports, supporting data, and drawings, 
sketches, etc. prepared by the Consultant and will correct, at its expense, all errors 
or omissions which may be disclosed. The cost to correct those errors will be 
chargeable to the Consultant. Additional construction added to the project will not 
be the responsibility of the Consultant unless the need for additional construction 
was created by any error, omission, or negligent act of the Consultant. The City’s 
acceptance of the Consultant’s work will not relieve the Consultant of any of its 
responsibilities.
4.27 
ALTERATIONS OR ADDITIONS TO SCOPE OF SERVICES
The total Scope of the Consulting Services to be performed is stated in this 
Contract. Any services requested outside the scope of work are additional 
services. The Consultant will not perform these additional services without a 
written Change Order approved by the City, If the Consultant performs additional 
services without a Change Order, the Consultant will not receive any additional 
compensation.
4.28 
EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this Contract, the Bidder will follow the Federal 
government’s guidelines to ensure that employees or applicants applying for 
employment will not be discriminated against because of race, color, religion, sex 
or national origin, provided it does not conflict with federal law or regulation.
4.29 
EVALUATION OF CONSULTANT’S PERFORMANCE
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The Consultant will be evaluated regarding its performance of this Contract. This 
evaluation will include, but not be limited to, the following consideration for: 
Completeness 
Accuracy
Utility Coordination 
Technical Expertise 
Organization
Appearance of Plans (linework, lettering, etc.)
Working Relationship with City Staff and Others 
Availability
Communication Skills (meetings, correspondence, etC:)
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Contract No. 2026-024-COS
5.
This evaluation will be prepared by the staff and used to evaluate the desirability 
to proceed with negotiations for additional services.
4.30 
ISRAEL BOYCOTT PROHIBITION
By executing this contract, [Contractor] certifies, to the best of its knowledge, that 
it is not currently engaged in and will not for the duration of this contract engage in 
boycott activity proscribed by A.R.S. § 35- 393 et seq.
4.31 
FORCED LABOR OF ETHNIC UYGHURS
Contractor certifies, to the best of its knowledge, that it does not currently, and 
agrees for the duration of the Contract that it will not, use:
1) The forced labor of ethnic Uyghurs in the People's Republic of China.
2) 
Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China.
3) 
Any contractors, subcontractors or suppliers that use the forced labor or any 
goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China.
if Contractor becomes aware during the term of the Agreement that the Contractor is 
not in compliance with this paragraph, the Contractor shall notify the City within five 
business days after becoming aware of the noncompliance. Failure of Contractor 
to provide a written certification that the Contractor has remedied the 
noncompliance within one hundred eighty (180) days after notifying the public 
entity of its noncompliance, this Agreement shall terminate unless the Term of this 
Agreernent shall end prior to said one hundred eighty (180) day period.
4.32 
THIRD PARTY BENEFICIARY
Nothing under the Contract Documents will be construed to give any rights or 
benefits in the Contract Documents to anyone other than the City and the 
Consultant, and all duties and responsibilities undertaken in accordance with the 
Contract Documents will be for the sole and exclusive benefit of the City and the 
Consultant and not for the benefit of any other party.
4.33 
[Intentionally omitted.]
INSURANCE
A current standard Acord Certificate is acceptable.
Failure to provide an appropriate Certificate of Insurance will result in rejection of your 
certificate and delay in Contract execution.
Additionally. Certificates of Insurance submitted without referencing an RFP and
Contract number may be subject to rejection and returned or discarded.
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Contract No. 2026-024-COS
5.1 
INSURANCE REPRESENTA TIONS AND REQUIREMENTS
5.1.1 General: Consultant agrees to comply with all applicable City ordinances 
and state and federal laws and regulations. Without limiting any 
obligations or liabilities of Consultant, Consultant must maintain, at its own 
expense, the stipulated minimum insurance with insurance companies duly 
licensed by the State of Arizona (admitted insurer) with an AM Best, Inc. 
rating of B ++ 6 or above or an equivalent qualified unlicensed insurer by 
the State of Arizona (non-admitted insurer) with policies and forms 
satisfactory to City of Scottsdale. Failure to maintain insurance as specified 
may result in termination of this Contract at City of Scottsdale’s option.
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5.1.2 
No Representation of Coverage Adequacy: By requiring insurance. City 
of Scottsdale does not represent that coverage and limits will be adequate 
to protect Consultant. Failure to demand evidence of full compliance with 
the insurance requirements stated in this Contract or failure to identify any 
insurance deficiency will not relieve Consultant from, nor may it be 
construed or considered a waiver of Consultant’s obligation to maintain the 
required insurance at all times during the performance of this Contract.
5.1.3 
Coverage Term: All insurance required by this Contract must be 
maintained in full force and effect until all work or services required to be 
performed under the terms of this Contract are satisfactorily performed, 
completed and formally accepted by the City of Scottsdale, unless specified 
otherwise in this Contract.
5.1.4 
Claims Made: In the event any insurance policies required by this Contract 
are written on a “claims made’’ basis, coverage shall continue uninterrupted 
throughout the term of this Contract by keeping coverage in force using the 
effective date of this Contract as the retroactive date on all “claims made" 
policies. The retroactive date for exclusion of claims must be on or before 
the effective date of this Contract and can never be after the effective date 
of this Contract. Upon completion or termination of this Contract, the 
“claims made” coverage shall be extended for an additional three (3) years 
using the original retroactive date, either through purchasing an extended 
reporting option; or by continued renewal of the original insurance policies. 
Submission of annual Certificates of Insurance, citing the applicable 
coverages and provisions specified herein, shall continue for three (3) 
years past the completion or termination of this Contract
5.1.5 
Policy Deductibles and or Self-Insured Retentions: The policy 
requirements may provide coverage which contain deductibles or self- 
insured retention amounts. These deductibles or self-insured retention 
must not be applicable with respect to the policy limits provided to City of 
Scottsdale. Consultant is solely responsible for any deductible or self- 
insured retention amount.
5.1.6 
Use of Subcontractors: If any work under this Contract is subcontracted 
in any way, Consultant must execute a written agreement with 
Subcontractor containing the same Indemnification Clause and Insurance 
Requirements as stated in this Contract protecting City of Scottsdale and 
Consultant. Consultant is responsible for executing the agreement with
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Contract No. 2026-024-COS
Subcontractor and obtaining Certificates of Insurance verifying the 
insurance requirements.
5.1.7 Evidence of Insurance and Required Endorsements: Before starting 
any work or services under this Contract, Consultant must furnish City of 
Scottsdale with Certificate(s) of Insurance, or formal endorsements as 
required by this Contract, issued by Consultant’s insurer(s) as evidence 
that policies are placed with acceptable insurers as specified in this 
Contract and provide the required coverage, conditions, and limits of 
coverage and that this coverage and the provisions are in full force and 
effect. If a Certificate of Insurance is submitted as verification of coverage. 
City of Scottsdale will reasonably rely upon the Certificate of Insurance as 
evidence of coverage, but this acceptance and reliance will not waive or 
alter in any way the insurance requirements or obligations of this 
agreement. If any of the above cited policies expire during the life of this 
Contract, it is Consultant’s responsibility to forward renewal Certificates 
within ten (10) days after the renewal date containing all the 
aforementioned insurance provisions. Certificates must specifically cite the 
following provisions endorsed to the Consultant’s policy:
1. City of Scottsdale, its agents, representatives, officers, directors, 
officials and employees must be included as named an Additional 
Insured under the following policies:
a) Commercial General Liability
b) Auto Liability
c) Excess Liability - Follow Form to underlying insurance as required.
2. Consultant’s required General Liabilities and Automobile Liability 
insurance must be primary insurance as respects performance of 
subject Contract.
3. The required General Liability, Automobile Liability, and Workers’ 
Compensation Insurance All policies, waive rights of recovery 
(subrogation) against City of Scottsdale, its agents, representatives, 
officers, directors, officials and erriployees for any claims arising out of 
work or services performed by Consultant under this Contract.
4. If the Consultant receives notice that any of the required policies of 
insurance are materially reduced or cancelled, it will be Consultant’s 
responsibility to provide prompt notice of same to the City, unless such 
coverage is immediately replaced with similar policies.
5.2 REQUIRED COVERAGE
5.2.1 Commercial General Liability: Consultant must maintain “occurrence” 
form Commercial General Liability insurance with a limit of not less than 
$1,000,000 for each occurrence, $2,000,000 Products and Completed 
Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit. 
The policy must cover liability arising from premises, operations, 
independent contractors, products-completed operations, personal injury
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Contract No. 2026-024-COS
6.
and advertising injury. If ariy Excess insurance is utilized to fulfill the 
requirertients of this section, the Excess insurance must be “follow form” 
equal or broader in coverage scope than underlying.
5.2.2 Professional Liability: If the Contract is the subject of any professional 
services or work, or if Consultant engages in any professional services or 
work adjunct or residual to performing the work under this Contract, 
Consultant must maintain Professional Liability insurance covering errors 
and omissions arising out of the work or services performed by Consultant, 
or anyone employed by Consultant, or anyone for whose acts, mistakes, 
errors and omissions Consultant is legally liable, with a liability insurance 
limit of $1,000,000 each claim and $2,000,000 all claims.
5.2.3 Vehicle Liability : If any vehicle is used in the performance of the Scope of 
Work that is the subject of this Contract, the Consultant must maintain 
Business Automobile Liability insurance with a limit of $1,000,000 each 
occurrence on Consultant’s owned, hired, and non-owned vehicles 
assigned to or used in the performance of the Consultant’s work or services 
under this Contract. If any hazardous material, as defined by any local, state 
or federal authority, is the subject, or transported, in the performance of this 
Contract, an MCS 90 endorsement is required providing $5,000,000 per 
occurrence limits of liability for bodily injury and property damage. If any 
Excess insurance is utilized to fulfill the requirements of this section, the 
Excess insurance must be “follow form” equal or broader in coverage scope 
than underlying.
5.2.4 Workers Compensation Insurance: Consultant must maintain Workers 
Compensation insurance to cover obligations imposed by federal and state 
statutes applicable to Consultant’s employees engaged in the performance 
of work or services under this Contract and must also maintain Employers’ 
Liability Insurance of not less than $100,000 for each accident, $100,000 
disease for each employee and $500,000 disease policy limit. If the 
Consultant is a sole proprietor or a single member limited liability company 
with no employees and has elected not to purchase Workers’ Compensation 
Insurance: a completed and signed Workers’ Compensation Waiver Form 
will substitute for the insurance requirement.
SEVERABILITY AND AUTHORITY
I
6.1
SEVERABILITY
If any term or provision of this Contract is found to be illegal or unenforceable, then 
despite this illegality or unenforceability, this Contract will remain in full force and 
effect and the term Or provision will be considered to be deleted.
6.2 AUTHORITY
Each party warrants and represents that it has full power and authority to enter into 
and perform this Contract, and that the person signing on behalf of each has been 
properly authorized and empowered to enter this Contract. Each party further 
acknowledges that it has read this Contract, understands it, and agrees to be 
bound by it.
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I

Contract No. 2026-024-COS
7. REQUEST FOR TAXPAYER I.D. NUMBER & CERTIFICATION I.R.S. W-9 FORM
Upon request, the Consultant shall provide the required I.R.S. W-9 Form which is 
available from the IRS website at www.IRS.aov under their forms section.
7.1 PROPRIETARY PROTECTION
A. The City agrees that if the Consultant informs the City that the Software is 
confidential information or is a trade secret property of the Consultant; the 
Software is disclosed on a confidential basis under this Contract and in 
accordance with the terms of this Contract.
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B. As permitted by Arizona Law, the parties agree that during the term of this 
Contract and of all Licenses granted under this Contract, and for a period of 7 
years after termination of this Contract and of all licenses granted by this 
Contract, to hold each others’ confidential information in confidence. The 
parties agree, unless required by government regulations or order of court, not 
to make each others’ confidential information available in any form to any third 
party or to use each other's confidential information for any purposes other than 
the implementation of this Contract. However, if the Consultant’s confidential 
information is requested to be divulged under the provisions of the Arizona 
Public Records Act, A.R.S., Title 39, the Consultant must reimburse the City 
for the full cost of the City’s refusal to release the information, including the 
costs of litigation, the City’s attorney fees, fines, penalties or assessments of 
the opposing party’s, attorney fees. Each party agrees to take a|l reasonable 
steps to ensure that confidential information is not disclosed or distributed by 
its employees or agents in violation of the provisions of this Contract.
C. NON-INFRINGEMENT
The Consultant warrants that the Software provided to the City does not and 
will not infringe upon or violate any patent, copyright, trade secret or other 
proprietary or property right of any person or entity.
7.2 DATA CONFIDENTIALITY
A. As used in this Contract, data means all information, whether written or verbal, 
including plans, photographs, studies, investigations, audits, analyses, 
samples, reports, calculations, internal memos, meeting minutes, data field 
notes, work product, proposals, correspondence and any other similar 
documents or information prepared by or obtained by the Consultant in the 
performance of this Contract.
B. The parties agree that all data, including originals, images, and reproductions, 
prepared by, obtained by, or transmitted to the Consultant in connection with 
the Consultant’s performance of this Contract is confidential and proprietary 
information belonging to the City.
C. The Consultant will not divulge data to any third party without first obtaining the 
written consent of the City. The Consultant will not use the data for any 
purposes except to perform the services required under this Contract. These 
prohibitions will not apply to the following data provided the Consultant has first 
given the required notice to the City:
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Contract No. 2026-024-COS
1. Data, which was known to the Consultant before its performance under this 
Contract unless the data was acquired in connection with the Work 
performed for the City;
2. Data which was acquired by the Consultant in its performance under this 
Contract and which was disclosed to the Consultant by a third party, who 
to the best of the Consultant’s knowledge and belief, had the legal right to 
make disclosures and the Consultant is not othenwise required to hold the 
data in confidence; or
3. Data, which is required to be disclosed by virtue of law, regulation, or court 
order to which the Consultant is subject. With respect to data that is 
required to be disclosed by virtue of law, regulation, or court order to which 
the Consultant is subject the, the Consultant’s obligation to give advance 
notice to the City is waived in situations where such notice is not legally 
permitted under the terms of the law, regulatory, or court order, or if the 
information was requested by Consultant’s regulator during a routine 
examination.
D. In the event the Consultant is required or requested to disclose data to a third 
party, or any other information to which the Consultant became privy as a result 
of any other Contract with the City, the Consultant will first notify the City as 
required in this Article of the request or demand for the data. The Consultant 
will give the City sufficient facts so that the City can be given an opportunity to 
first give its consent or take any action the City may consider appropriate to 
protect the data or other information from disclosure.
E. Unless prohibited by law, within ten (10) days after completion of services for 
a third party on real or personal property owned or leased by the City, the 
Consultant will promptly deliver, as stated in this Article, a copy of all data to 
the City. All data will continue to be subject to the confidentiality requirements 
of this Contract.
F. 
The Consultant assumes all liability for maintaining the confidentiality of the 
data in its possession and agrees to compensate the City if any of the 
provisions of this Article are violated by the Consultant, its employees, agents 
or Subconsultants. Solely for the purposes of seeking injunctive relief, it is 
agreed that a breach of this Article will be considered to cause irreparable harm 
that justifies injunctive relief in court
8. 
DONATIONS
No donations allowed. To avoid the appearance of impropriety. Consultant shall not make 
any donation to the City, of any goods or services during the term of this Agreement, unless 
it has specifically been approved by the City Manager or designee.
9. 
INVESTMENT ADVISER PROVISIONS
A. Investment Management Services.
1. City hereby appoints Consultant as investment manager, with full discretionary authority, 
to supervise and direct the investment and reinvestment of the assets in the City’s account, 
or any subaccount established by City within the account (the "Account"). Consultant will 
manage City’s Account in accordance with the investment policy statement set forth in
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Contract No. 2026-024-COS
Exhibit A attached hereto (which may be updated upon written notice from the City to the 
Consultant without formal amendment to the Consultant) and made a part hereof (the 
"Investment Policy Statement"), as such Investment Policy Statements may be amended 
by City in writing from time to time. Consultant and City agree that Consultant has a 
reasonable amount of time from (i) the effective date of this Consultant (ii) the date on 
which Consultant has implemented any amendments to Exhibit A, or (iii) the date on 
which new funds are added to the Account, to fully invest the Account according to the 
Investment Policy Statement.
2. In managing City’s Account, Consultant will rely upon information that City furnishes to 
Consultant without any obligation to verify such information. City agrees to notify 
Consultant promptly of any significant change in City’s financial circumstances or 
investment objectives that might affect the Investment Policy Statement or otherwise affect 
the manner in which the Account should be managed. City will promptly notify Consultant 
in writing if City considers any investments recommended or made for the Account to 
violate the Investment Policy Statement. City may at any time direct Consultant to sell 
such securities or take such other lawful actions as City may specify to effect compliance 
of the Account with the Investment Policy Statement. City also agrees to provide 
Consultant with such additional information as Consultant may request from time to time 
to assist it in managing the Account. Consultant's authority under this Consultant will 
remain in effect until changed or terminated by City in writing as contemplated by the terms 
of this Consultant.
3. Notwithstanding the foregoing grant of discretionary authority. Consultant may, but is not 
obligated to, accommodate a written direction from City to purchase, sell, or hold specific 
assets for the Account, provided that such direction is consistent with the Investment 
Policy Statement. If Consultant agrees to act on such written direction from City, City shall 
be fully responsible for determining whether such directions are in compliance with all 
applicable laws and regulations and are consistent with City's authority. In addition. City 
may notify Consultant at any time not to invest any funds in the Account in specific 
securities or specific categories of securities, and Consultant will promptly follow those 
instructions.
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A. City authorizes Consultant to invest Account assets in investment companies 
and local government investment pools for which Consultant acts as 
investment adviser (“Affiliated Funds”) to the extent such investment is 
consistent with the Investment Policy Statement. City further authorizes 
Consultant to invest in Affiliated Funds, on a temporary basis, uninvested cash 
held in the Account from time to time. City acknowledges that Consultant is 
the investment adviser for the Affiliated Funds, that an affiliate of Consultant is 
or may be the sub-administrator, securities lending agent and custodian of the 
Affiliated Funds, and that Consultant and its affiliates receive compensation 
from the Affiliated Funds. The purchase or sale of shares of an Affiliated Fund 
is subject to the terms of the Affiliated Fund’s current prospectus. Expenses 
of the Affiliated Funds, including compensation for the Consultant and its 
affiliates are described in the prospectus and/or information statement, as 
applicable, and are paid from the Affiliated Fund. City acknowledges receipt of 
the Affiliated Funds’ prospectuses and/or information statement, as applicable, 
and approves the management and other fees payable hereunder or indirectly 
through Affiliated Fund investments.
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18843263
Contract No. 2026-024-COS
B. City may at any time add or withdraw assets from its Account, provided City 
gives Consultant reasonable notice.
C. City hereby appoints Consultant as City's attorney-in-fact for purposes of 
exercising its authority and discharging Consultant's other obligations under 
this Consultant.
D. Pool Compensation. Assets invested by the Consultant under the terms of this 
Consultant may from time to time be invested in a money market mutual fund 
or a local government investment pool managed by the Consultant or an 
affiliate of the Consultant (either, a “Pool”). Average daily net assets subject to 
the fees described in this Consultant shall not take into account any funds 
invested in the Pool. Expenses of the Pool, including compensation for the 
Consultant or the affiliate of the Consultant, as applicable, and the Pool 
custodian, are described in the relevant prospectus or information statement 
and are paid from the Pool.
E. Other Compensation. If and to the extent that the City shall request the 
Consultant to render services pther than the investment advisory services 
under this Consultant, such additional services shall be compensated 
separately on terms to be agreed upon between the Consultant and the City in 
writing.
F. Expenses. Except as expressly provided othenwise herein, the City shall pay 
all of its own expenses including, without limitation, taxes, commissions, fees 
and expenses of the City's independent auditors and legal counsel, if any, 
including, but not limited to, those incurred in responding to any subpoenas, 
brokerage and other expenses connected with the execution of portfolio 
security transactions, insurance premiums, and fees and expenses of the 
Custodian.
G. Registered Adviser. The Consultant hereby represents it is a registered 
investment adviser under the Investment Advisers Act of 1940, as amended. 
The Consultant shall immediately notify the City if at any time during the term 
of this Consultant it is not so registered or if its registration is suspended.
H. Consultant’s Other Clients. The City understands that the Consultant performs 
investment advisory services for various other clients which may include 
investment companies, commingled trust funds and/or individual portfolios. 
The City agrees that the Consultant, in the exercise of its professional 
judgment, may give advice or take action with respect to any of its other clients 
which may differ from advice given or the timing or nature of action taken with 
respect to the Managed Funds. The Consultant shall not have any obligation 
to purchase, sell or exchange any security for the Managed Funds solely by 
reason of the fact that the Consultant, its principals, affiliates, or employees 
may purchase, sell or exchange such security for the account of any other 
client or for itself or its own accounts.
I. 
Force Majeure. The Consultant shall have no liability for any losses arising out 
of the delays in performing or inability to perform the services which it renders 
under this Consultant which result from events beyond its control, including 
interruption of the business activities of the Consultant or other financial 
institutions due to acts of God, acts of governmental authority, acts of war, 
terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of 
any carrier or utility, or mechanical or other malfunction.
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Contract No. 2026-024-COS
J. Consultant’s Standard of Care. The Consultant agrees to perform its duties 
and responsibilities under this Consultant with reasonable care. Except as may 
otherwise be provided by law, Consultant will not be liable to City for (a) any 
loss that City may suffer by reason of any investment decision made or other 
action taken or omitted in good faith by Consultant with that degree of care, 
skill, prudence, and diligence under the circumstances that a prudent person 
acting in a fiduciary capacity would use; (b) any loss arising from Consultant's 
adherence to City's Investment Strategy Policy Statement and/or instructions; 
or (c) any act or failure to act by Custodian, any broker or dealer to which 
Consultant directs transactions for the Account, or by any other third party. City 
shall indemnify and defend Consultant and its officers and employees and hold 
them harmless from and against any and all claims, losses, damages, liabilities 
and expenses, as they are incurred, by reason of any act or omission of City 
or any custodian, broker, agent or other third party selected by Consultant in a 
commercially reasonable manner or selected by City, except as arise from 
Consultant's breach of fiduciary duty to City. Notwithstanding anything to the 
contrary set forth in the Investment Policy Statement, Consultant will not be 
responsible for determining or ensuring that City's Investment Policy Statement 
are or will remain compliant with any laws Or regulations applicable to City. The 
federal and state securities laws impose liabilities under certain circumstances 
on persons who act in good faith, and therefore nothing in this Consultant will 
waive or limit any rights that City may have under those laws.
K. Independent Contractor. Consultant is an independent contractor, and nothing 
in this Consultant may be interpreted or construed to create any employment, 
partnership, joint venture or other relationship between Consultant and City. 
This Consultant, including the Exhibits and Schedules attached hereto, 
contains the entire understanding between City and Consultant concerning the 
subject matter of this Consultant, and supersedes all prior agreements, 
arrangements and understandings, written or oral, between the parties.
L. Books. Consultant will furnish information, reports or statements at such times 
and in such manner as City may from time to time reasonably request, and 
Consultant shall report to City regularly at such times and in such detail as City 
may from time to time reasonably determine to be appropriate, in order to 
permit City to determine that Consultant's investment of Account assets is 
consistent with the Investment Policy Statement. Securities in the Account that 
are listed on a national securities exchange will be valued at the closing price 
on the principal market on which the securities are traded on the valuation date. 
Other securities or investments in the Account will be valued in a manner 
determined in good faith by Consultant in accordance with Consultant's 
valuation methods and procedures to reflect fair market value. Consultant will 
send reports or statements to the address set forth on the signature page of 
this Consultant or such other address to which City may request in writing that 
they be sent.
M. Brochure and Brochure Supplement. City acknowledges that it has been 
provided with all information necessary in connection with the services to be 
provided by Consultant hereunder, including a copy of Parts 2A and 2B of 
Consultant's Form ADV prior to or at the time of City's execution of this 
Consultant.
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Contract No. 2026-024-COS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. 
CITY OF SCOTTSDALE, an 
ATTEST:
Arizona municipai corporation
Lisa Borowsky, Mayor
Ben Lane, City Clerk
CONTRACTOR:
U.S. Bancorp Asset Management, Inc., of which 
PFM Asset Management is a division 
1101 W. Washington Street 
Tempe, AZ 85288
‘^^^^“T^thoriz^Representative Signature
\ lAkF Sr.Knf/iJef
Direct
Tit
REVIEWED BY:
e
Anna Henthorn, Asst. City Treasurer 
Contract Administrator
Jen
yers,
Purchasin
PA, C 
lirector
I, NIGP-CPP, CPPB Name
Georgevi/oods 
Safety and Risk ManagememDirector
APPROVED AS TO FORM:
Luis E. Santaeffa, Interim City Attorney
By; Lindsay Hampshire, Asst. City Attorney
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Page 22 of 22

Contract No. 2026-024-COS 
Exhibit A 
Page 1 of 9
€
CITY OF IP
SCOnSDALE
Investment Policy 
Revised May 2022
19536288V6

Contract No. 2026-024-COS 
Exhibit A 
Page 2 of 9
Introduction 1.0
1.1 
The purpose of this policy is to establish the governance for the City of Scottsdale (city) 
investments. It is the policy of the city to invest public funds in a prudent and diligent manner 
which seeks first to provide security of principal and sufficient liquidity to meet cash flow 
demands, with a secondary emphasis on providing a maximum return. The city's investments 
shall conform to all applicable state statutes, city code governing the investment of public 
funds, and this investment policy.
Scope 2.0
2.1 
This investment policy applies to all deposits of the city, except for its cash with fiscal agent 
and endowment funds, which are organized and administered separately. The following 
funds are accounted for in the city's Annual Comprehensive Financial Report and include:
2.1.1 
General Fund
2.1.2 Special Revenue Funds
2.1.3 
Debt Service Funds
2.1.4 
Capital Project Funds
2.1.5 
Enterprise Funds
2.1.6 
Internal Service Funds
2.1.7 
Permanent Funds
2.1.8 
Any new fund created by the city, unless specifically exempted
2.2 
Management of Funds
The city will collect, deposit, pool, invest, and disburse funds to provide optimum cash flow 
liquidity and investment earnings. The city will consolidate cash and reserve balances from 
all funds, except bonds, or unless legally prohibited, to maximize investment earnings and to 
increase efficiencies with regard to investment pricing, safekeeping, and administration. 
Bond funds will be segregated from all other funds for arbitrage and accounting purposes. 
Investment income will be allocated to the various funds based on their respective cash 
balances and city treasurer approved interest allocation methodology.
Objectives 3.0
3.1 The primary objectives, in priority order, of investment activities shall be:
3.1.1 Safety
Safety of principal is the primary objective of the city in accordance with Scottsdale 
Revised Code Chapter 2, Section 2-134. Investments shall be undertaken in a manner 
that seeks to ensure the preservation of capital in the overall portfolio.
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19536288V6

3.2
Contract No. 2026-024-COS 
Exhibit A 
Page 3 of 9
3.1.2’ Liquidity
The investment portfolio shall rernain sufficiently liquid to enable the city to meet all 
operating requirements that may be reasonably anticipated.
3.1.3 
Yield
The city’s investment portfolio shall be designed with the objective of attaining a 
market rate of return throughout budgetary and economic cycles, taking into account 
the investment risk constraints and liquidity needs.
3.1.4 
Diversification
To attain the city's objectives, diversification is required in the portfolio composition. 
Diversification of the portfolio will include diversification by investment type, issuer, 
maturity, market sector, and will include the use of several broker-dealers for 
competitive market coverage.
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 worthy of the public trust.
Standards of Care 4.0
4.1 
Prudence
The standard of prudence to be used by those persons involved in the investment function 
shall be the "prudent person” standard and shall be applied in the context of managing the 
overall portfolio. The "prudent person" standard states that investments shall be made with 
judgment and care, under circumstances then prevailing, which persons of prudence, 
discretion, and intelligence exercise in the management of their own affairs, considering the 
required safety of their capital as well as the expected income to be derived in accordance 
with Scottsdale Revised Code Chapter 2, Section 2-134.
4.2 
Due Diligence
City employees tasked with investment responsibilities, acting in accordance with written 
procedures and exercising due diligence, shall not be held personally responsible for a 
specific security’s credit risk change or market price change.
4.3 
Ethics
Employees involved in the investment process shall refrain from personal business activity 
that could conflict with proper execution of the investment program, or which could impair, 
or appear to impair, their ability to make impartial investment decisions.
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19536288V6

Contract No. 2026-024-COS 
Exhibit A 
Page 4 of 9
4.3.1 
All persons involved in the investment function shall adhere to the following:
A. All persons authorized to place or approve investments shall not personally, nor 
through a close relative, maintain any accounts, interests, or private dealings 
with any firm with which the city places investments, except for regular savings 
accounts, checking accounts, money market accounts, or other similar dealings 
which are offered on a non-negotiable basis to the general public.
B. All persons authorized to place or approve investments shall report to the city 
treasurer any kinship relations with employees of firms with which the city 
places investments.
G. All city staff involved with the city’s investment functions will comply with 
conflict of interests laws and with the city’s Adnriinistrative Regulation #320 
"Ethical Standards".
4.4 Delegation of Authority
4.4.1 
The city treasurer is responsible for investment decisions and activities of city funds 
pursuant to Article 3, Section 4 of the city charter and Scottsdale Revised Code 
Section 2-131. The city treasurer shall develop and maintain written administrative 
procedures for the management of cash and investment program, consistent with 
this policy and in accordance with Scottsdale Revised Code, Section 2-134.
4.4.2 
The city treasurer may delegate investment decision making and execution authority 
to city personnel and an independent SEG-registered investment advisor. The advisor 
shall comply with this Investment Policy and other written instructions as provided 
by the city treasurer.
4.4.3 
The city treasurer shall have the authority to originate an Investment Advisory 
Committee which will contain a minimum of three city members to include the city 
treasurer, the accounting director, and an accounting manager or investment 
accountant, and the city’s outside investment advisor, if applicable. The Investment 
Advisory Committee shall meet periodically to review portfolio strategy and to 
evaluate the future position of the portfolio. All decisions and recommendations 
reached by the Investment Advisory Committee will be made in accordance with this 
Investment Policy as adopted by the city council.
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19536288V6

Contract No. 2026-024-COS 
Exhibit A 
Page 5 of 9
4.5 internal Controls
5.2
4.5.1 
The city will establish an internal control system which will be subject to review by 
an independent auditor. The controls shall be designed to prevent loss of public 
funds due to fraud, employee error, misrepresentation by third parties, or imprudent 
actions of employees of the city or investment counterparties.
4.5.2 
Effective cash management is recognized as essential to sound fiscal management. 
Cash management is defined as the process of managing monies to minimize idle 
funds and optimize cash for investments. The city shall maintain a comprehensive 
cash management program that includes collection of accounts receivable, daily 
monitoring of bank accounts, monthly bank reconciliations, prudent investment of its 
assets, disbursement of payments in accordance with invoice terms, and the 
management of banking services.
Safekeeping and Collateralization 5.0
5.1 
All security transactions, including collateral for repurchase agreements, entered into by the 
city shall be settled on a delivery versus payment method.
All securities shall be held by a third-party custodian contracted through the city's 
procurement process. The third-party custodian must provide activity reports and monthly 
statements. All purchases must include a safekeeping receipt listing the specific instrument, 
rate, maturity, and other pertinent information.
Collateralization will be required on bank deposits, including; time certificates of deposit, 
repurchase agreements, demand deposit accounts, and money market savings accounts 
where balances exceed the FDIC deposit insurance limit.
Bank deposits in an amount greater than the insured amount shall be collateralized at a rate 
equal to at least 102% of the deposit as required in Arizona Revised Statutes § 35-323(G). 
Collateral will be measured at market not in excess of par and will always be held by an 
independent, third party with whom the city has a current custodial agreement.
Permissible Instruments 6.0
6.1 
The city may invest in the following instruments;
6.1.1 Deposits in one or more federally insured banks or savings and loan associations 
placed in accordance with the procedures prescribed in Arizona Revised Statutes § 
35-323.01.
5.3
5.4
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19536288V6

Contract No. 2026-024-COS 
Exhibit A 
Page 6 of 9
6.1.2 
Interest-bearing savings accounts in banks and savings and loan institutions doing 
business in Arizona whose accounts are insured by federal deposit insurance for 
their industry, but only if deposits in excess of the insured amount are secured by 
the eligible depository to the same extent and in the same manner as required under 
Arizona Revised Statutes,§ 35-323.01.
6.1.3 
Obligations issued or guaranteed by the United States government or any of the 
senior debt of its agencies, sponsored agencies, corporations, sponsored 
corporations, or instrumentalities with a maximum maturity of five years.
6.1.4 
Bonds, notes, or other evidences of indebtedness of this state or any of its counties, 
incorporated cities or towns, school districts or special taxing districts, which carry 
a minimum "A^-" or "Aa3'’ or equivalent rating by at least one nationally recognized 
statistical rating organizations (NRSROs) at the time of purchase with a maximum 
maturity of five years.
6.1.5 
Fully insured or collateralized certificates of deposit and other evidence of deposit 
at banks and savings institutions placed in accordance with the procedures 
prescribed in Arizona Revised Statutes § 35-323.01 with a maximum maturity of 18 
months from the time of purchase.
6.1.6 
Negotiable or brokered certificates of deposit issued by a nationally or state- 
chartered bank or savings and loan association that is rated within the top two 
ratings by at least two NRSROs, at the time of purchase, with a maximum maturity of 
three years.
6.1.7 
Commercial paper of prime.quality that is rated within the top two ratings by NRSROs 
at the time of purchase. All commercial paper must be issued by corporations 
organized and doing business in the United States with a maximum maturity of nine 
months.
6.1.8 
Bonds, debentures, notes, or other evidence of indebtedness with a maximum 
maturity of five years that are denominated in United States dollars that carry at least 
an "A” or better rating, at the time of purchase, from at least two NRSROs.
6.1.9 
Repurchase agreements with a maximum maturity of one hundred eighty days.
6.1.10 Money market funds whose underlying investments are securities allowed by state 
law, registered under the Investment Company Act of 1940 (54 Stat. 789; 15 United 
States Code sections 80a-1 through 80a-64), as amended.
6.1.11 The pooled investment funds established by the state treasurer pursuant to Arizona 
Revised Statutes § 35-326.
6.2 If a security is downgraded below the minimum rating requirement, resulting in credit risk 
exposure to the city, the city's investment advisor and the Investment Advisory Committee will 
determine whether the security should be held or sold in the best interest of the city.
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19536288V6

Contract No. 2026-024-COS 
Exhibit A 
Page 7 of 9
6.3 
The city's investment advisor may make investment decisions for the city, in accordance \with 
the city's contract, and will conduct the proper research on investments before purchasing to 
include credit quality, diversification in the portfolio, and yield spreads.
6.4 
All securities, including certificates of deposit, may be purchased, or sold after obtaining 
competitive bids or offers from a minimum of three separate broker/financial institutions or 
through the use of a nationally recognized trading platform to verify that the city is receiving 
fair market value/price for the investment.
Eligible Financial Dealers and Institutions 7.0
7.1 
The city or the city's investment advisor shall maintain a listing of qualified financial dealers 
and institutions. The broker-dealer firms must meet the following minimum criteria:
A. Registered with the Securities and Exchange Commission (SEC)
B. Registered with the state pursuant to Arizona Revised Statutes § 44-3101
C. Registered with the Financial Industry Regulatory Authority (FINRA)
D. Provide most recent audited financial statements
E. Provide FINRA Focus Report filings
F. Provide backup lines of credit/letters of credit
7.2 
Securities dealers not affiliated with a bank shall be required to be classified as a primary 
dealer affiliated with the Federal Reserve Bank of New York or meet certain other criteria as 
set forth by the city.
7.3 
An annual review of the financial condition and registration of all qualified institutions and 
broker-dealers will be conducted by the city or the city's investment advisor, who will retain 
information provided by financial dealers and institutions.
7.4 
If the city utilizes an external investment advisor, the investment advisor is authorized to 
transact with its own approved broker-dealers on behalf of the city. The investment advisor 
will perform a periodic due diligence review of brokers-dealers on its approved list. Upon . 
request, the investment advisor will provide the approved broker-dealer list to the city.
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Contract No. 2026-024-COS 
Exhibit A 
Page 8 of 9
Investment Diversification and Constraints 8.0
8.1 The city will diversify its investment portfolio to avoid incurring unreasonable credit and 
interest rate risks inherent in over-investing in specific instruments, individual iristitutions, 
or maturities. It is the policy of the city to diversify its investment portfolio by security type 
and institution in accordance with the following diversification limitations:
c
Security Type
U.S. Treasury Obligations 
Federal Agency Obligations 
With One Agency
Instrumentalities (Supranational Debt)
With One Issuer 
Certificates of Deposit
With One Financial Institution 
Negotiable Certificates of Deposit 
With One issuer 
Commercial Paper
With One Issuer 
Corporate Indebtedness 
With One Issuer 
Repurchase Agreements
With One Counterparty 
Money Market Funds 
Arizona Investment Pool
Municipal Obligations of State of AZ or Political Subdivisions 
With One Issuer
Maximum Percent of Portfolio
80%
80%
40%
15%
5%
20%
5%
20%
5%
35%
5%
35%
5%
75%
20%
35%
35%
25%
5%
8.2 
The city will display prudence in the selection of securities to minimize default risk. No 
individual investment transaction shall be undertaken that jeopardizes the total capital 
position of the overall portfolio. In the event of a default by a specific issuer, the city treasurer . 
shall review, and if appropriate, proceed to liquidate securities.
8.3 
The city treasurer, with the Investment Advisory Committee, shall periodically adjust 
guidelines and strategies to control risks of default, market price changes, and liquidity.
8.4 
The city, to the extent possible, will attempt to match investments with reasonably 
anticipated cash flow requirements. The city will not directly invest in securities maturing 
more than five years from the date of purchase in accordance with Arizona Revised Statutes 
§ 35-323 and the weighted average maturity of the overall investment portfolio shall not 
exceed 3 years.
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Contract No. 2026-024-COS 
Exhibit A 
Page 9 of 9
8.5 Maturity decisions are made based on a variety of factors, including the following:
A. Internal factors, such as cash flow projections, debt service, potential capital outlays, 
etc.
B. The yield curve at various maturity sectors of the market.
C. Federal Reserve Bank policy and the financing plans of the U.S. Treasury and Agencies.
Performance Evaluation and Operations Audit 9.0
9.1 
The investment portfolio will be managed in accordance with the parameters specified within 
this policy and to obtain a market average rate of return during a stable interest rate 
environment. Carefully selected and appropriate benchmarks shall be established to. use as 
a reference for evaluation of the portfolio’s return goals and risk tolerance.
9.2 
Annually, the city's internal auditor may perform an operations audit of the investment 
program. The purpose is to verify that investment officials have acted in accordance with 
the investment policy and written investment procedures.
Reporting 10.0
10.1 
The city treasurer, or their investment advisor, shall prepare an investment report monthly, 
that provides an analysis of the status of the current investment portfolio. The report will 
include, at a minimum, the following:
A. Listing of individual securities held at the end of the reporting period including type, 
purchase date, maturity date, purchase price, book value, market value, and NRSRO 
rating.
B. Yield to maturity at cost of all holdings.
C. Percentage of the total portfolio which each type of investment represents.
1:0.2 The city treasurer shall submit quarterly reports to the city council containing sufficient 
information to permit an informed, external reader the ability to evaluate the performance of 
the investment program.
Investment Policy Updates 11.0
11.1 
The city's investment policy shall be adopted by resolution of the city council and any 
modifications thereto must be approved by the city council. The city treasurer and the 
Investment Advisory Committee shall review the investment policy on an annual basis to 
ensure alignment with Arizona Revised Statutes § 35-323 and industry best practices.
9
19536288V6

pfm basset 
management
Contract No. 2026-024-COS 
Exhibit B 
Page 1 of 2
July 10,2025
Michelle Pharrams, CPPB
City of Scottsdale, Bid & Contract Analyst
P.O. Box 1000 CY201
Scottsdale, AZ 85252
RE: Best and Final Offer Response to Request for Proposals for RFP-022025-239 - Investment 
Management Services
Dear Ms. Pharrams;
In response to the email dated July 10, 2025, PFM Asset Management (“PFMAM"), a division of U.S. 
Bancorp Asset Management, Inc. (“USBAM”), is pleased to submit the following Best and Final Offer to the 
City of Scottsdale (the “City”).
PFMAM charges fees commensurate with our scope of services, the complexity of work performed and the 
value delivered. We believe that our asset-based fee structure is a competitive, unbiased, cost-effective 
approach to meeting the City’s investment advisor needs.
Our revised fee schedule for the City is included below (only applicable to the securities portfolio).
Assets Under Management
On the first $100 million
Annual Fee in Basis Points (“bps”
8.0 bps (0.08%)
On the next $100 million
On the next $200 million
6.0 bps (0.06%)
4.0 bps (0.04%)
On the next $300 million
2.0 bps (0.02%)
Over $700 million
Minimum annual fee of $40,000 applies to all accounts.
1.5 bps (0.015%)
As part of the best and final offer, we are offering a one-year discount in the form of a fee cap of $250,000. 
This represents a fee of 2.27 bps (0.0227%) on a portfolio of $1.1 Billion for the first year.
Fees are charged monthly in arrears based on the daily net assets under management on an amortized 
cost basis, including accrued interest, for the month. This fee represents the only revenue PFMAM will 
receive for this engagement, and it includes the services described throughout our proposal response, 
attendance at all requested meetings, and travel and other out-of-pocket expenses. PFMAM fees are 
charged on assets managed by our firm and not on bank deposits or LG IP balances.
1101 W. Washington Street 
Tempe, AZ 85288 
520.260.1574 1 pfmam.com

Contract No. 2026-024-COS 
Exhibit B 
Page 2 of 2
City of Scottsdale 
July 10, 2025 
Page 2
Thank you for your consideration of PFMAM’s proposal. We look forward to the possibility of continuing to 
partner with the City on this engagement. Should you have questions about our Best and Final Offer, 
please contact Luke Schneider at 520.260.1574 or schneiderl@pfmam.com.
Sincerely,
Luke Schneider 
Managing Director 
PFM Asset Management
'I
1101 W. Washington Street 
Tempe, AZ 85288 
520.260.1574 | pfmam.com