US Bancorp Agreement

City of Chandler — Regular Meeting (2025-12-11)

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City Clerk Document No.

City Council Meeting Date: December 11, 2025

CITY OF CHANDLER SERVICES AGREEMENT
INVESTMENT MANAGEMENT SERVICES
CITY OF CHANDLER AGREEMENT NO. MS5-918-4826

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and U.S. Bancorp Asset Management, Inc., a Delaware
corporation (Contractor or Manager), (City and Contractor may individually be referred to as Party
and collectively referred to as Parties) and made

, 2025 (Effective Date).

RECITALS

WHEREAS, Chandler maintains one or more custodial accounts in which Chandler has deposited
some of its assets (respectively, the "Accounts"); and

WHEREAS, the custodian of the Accounts shall be a financial institution ("Custodian") other than
Manager; and

WHEREAS, Chandler wishes to engage Manager, and Manager wishes to be engaged, to manage
certain assets in the Accounts (the "Managed Assets"), under the terms and conditions set forth
below.

NOW, THEREFORE, Chandler and Manager agree as follows:

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement

SECTION II: CONTRACTOR’S SERVICES

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Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

The term of the Agreement is five years, and begins on January 1, 2026, and ends on December
31, 2030, unless sooner terminated in accordance with the provisions of this Agreement.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's reimbursable expenses pertaining to this Agreement
and records of accounts between the City and Contractor must be kept on the basis of generally
accepted accounting principles and must be made available to the City and its auditors for up to
three years following the City’s final acceptance of the services under this Agreement. With thirty
(30) days advance written notice to Contractor and no more than once per Contractor year, the City
reserves the right to audit Contractor's records to verify the accuracy and appropriateness of all
cost and pricing data, including data, during normal business hours and in such a manner as to not
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interfere with normal business activities. The City reserves the right to decrease the total amount
of Agreement price or payments made under this Agreement or request reimbursement from the
Contractor following final contract payment on this Agreement if, upon audit of the Contractor's
records, the audit discloses the Contractor has provided false, misleading, or inaccurate cost and
pricing data. Contractor’s sensitive or confidential information can be viewed by the City at a
Contractor’s location or via a video conference call, however the City may not record or create copies
of Contractor’s sensitive or confidential information. The Contractor will clearly mark such sensitive
or confidential information. The City and Contractor will mutually agree to a process for the audit
of sensitive or confidential information.

5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
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5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue. The Contractor may terminate this Agreement 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 Contractor.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part by the wrongful, negligent or willful misconduct or
misrepresentations, or errors or omissions of the Contractor or any of its owners, officers,
directors, agents, employees, or subcontractors in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers'
compensation law or on account of the failure of the Contractor to conform to any federal,
state or local law, statute, ordinance, rule, regulation or court decree. The Contractor must
indemnify lndemnitee from and against any and all Claims, except those arising from
lndemnitee's own negligent or willful misconduct or misrepresentations, or omissions. The
Contractor is responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.

5.6 Insurance Requirements. Contractor must maintain insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors must
maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.

5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.

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5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:

For the City
For the Contractor
Name: Christina Pryor Name: Luke Schneider, CFA
Title: Procurement and Supply Senior Manager Title: Managing Director
Address: 175 S. Arizona Ave., 3rd Floor Address: 1101 W. Washington Street
Chandler, AZ 85225 Tempe, AZ 85288
Phone: 480-782-2403 Phone: 520-260-1574
Email: christina.pryor@chandleraz.gov Email: schneiderl@pfmam.com

5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.

5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager. Notwithstanding the foregoing, nothing in this section shall be interpreted to restrict
the parties from seeking appropriate legal remedies in the court of competent jurisdiction, as
governed by the venue clause herein.

5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.

5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
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5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must provide prior notice of
any changes to key personnel. The Contractor will provide the qualifications of any proposed
new or replacement key personnel to the City for review. The Contractor will maintain an
adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.

5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor in connection with this
Agreement must also comply with all applicable City of Chandler codes, ordinances, and
requirements, unless it conflicts with a state or federal law, regulation, or order that applies to
the Contractor. Contractor agrees to permit the City to verify Contractor’s compliance.

5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.

5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors, means a vendor who contracts to
perform work or render service to the Contractor as a part of this Agreement, fail, to comply
with A.R.S. § 23-214(A). Therefore, Contractor agrees Contractor and each subcontractor it uses
warrants their compliance with all federal immigration laws and regulations that relate to their
employees and their compliance with § 23-214, subsection A for employees hired during the
term of the Agreement. A breach of this warranty will be deemed a material breach of the
Agreement and may be subject to penalties up to and including termination of the Agreement.
Contractor agrees to provide certification of compliance with this section upon City’s
reasonable prior request. City retains the legal right to inspect the papers of any Contractor’s
or subcontractor’s employee who provides services under this Agreement to ensure that the
Contractor comply with the warranty under this provision, subject to the limits and restrictions
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under state and federal laws.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.

5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) 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.

5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.

5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
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set forth in this Section constitute a material breach of this Agreement.

5.26 Data Confidentiality and Data Security. As used in the Agreement, 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,
obtained by, or transmitted to the Contractor in the performance of this Agreement. The Parties
agree that all data, regardless of form, including originals, images, and reproductions, prepared by,
obtained by, or transmitted to the Contractor in connection with the Contractor's performance of
this Agreement is confidential and proprietary information belonging to the City. Except as
specifically provided in this Agreement, Contractor must not divulge data to any third party without
the City’s prior written consent. Contractor must not use the data for any purposes except to
perform the services required under this Agreement. These prohibitions do not apply to the
following data provided to the Contractor have first given the required notice to the City: (a) data
which was known to the Contractor prior to its performance under this Agreement unless such data
was acquired in connection with work performed for the City; or (b) data which was acquired by the
Contractor in its performance under this Agreement and which was disclosed to the Contractor by
a third party, who to the best of the Contractor's knowledge and belief, had the legal right to make
such disclosure and the Contractor are not otherwise required to hold such data in confidence; or
(c) data which is required to be disclosed by virtue of law, regulation, or court order, to which the
Contractor or are subject. In the event the Contractor are required or requested to disclose data to
a third party, or any other information to which the Contractor became privy as a result of any other
contract with the City, the Contractor must first notify the City as set forth in this Section of the
request or demand for the data. The Contractor must give the City sufficient facts so that the City
can be given an opportunity to first give its consent or take such action that the City may deem
appropriate to protect such data or other information from disclosure. Unless prohibited by law, or
Contractor’s internal retention policies, within ten calendar days after completion or termination of
services under this Agreement, the Contractor must promptly deliver, as set forth in this Section, a
copy of all data to the City. All data must continue to be subject to the confidentiality agreements of
this Agreement. Contractor assume all liability to maintain the confidentiality of the data in its
possession and agrees to compensate the City if any of the provisions of this Section are violated
by the Contractor, its employees, agents or subcontractors. A violation of this Section may result in
immediate termination of this Agreement without notice.

5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must -promptly notify the City contact. Contractor agrees to
reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
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subcontracts entered into by Contractor. A material violation of this Section may result in
immediate termination of this Agreement without notice. The obligations of Contractor or its
subcontractors under this Section must survive the termination of this Agreement.

5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.

5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.

5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.

5.31 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.

5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.

5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.

5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.

5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.

5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
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5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.

5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, or duplication in any
manner is prohibited without the City’s prior written approval. The Contractor is permitted to
retain copies of the City’s records to comply with legal and regulatory obligations, and in
connection with routine electronic archiving. The document/material must be kept secure at
all times. This directive applies to all City documents, whether in photographic, printed, or
electronic data format.

5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:

Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions

In the event of a conflict in the terms and conditions or a legal ambiguity arises among this
Agreement and the attached exhibits, the documents in the following order prevail and control:
(1) Exhibit A – Project Description/Scope of Services; (2) Exhibit B – Compensation and Fees; (3)
this Agreement; (4) Exhibit C – Insurance Requirements; (5) Exhibit D – Special Conditions.

5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.

5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.

If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.

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Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.

5.42 Reserved.

5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.

5.44 Warranties. Reserved.
5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.

5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.

5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget. The City agrees to provide the Contractor with
prompt notice of any event of non-appropriation.

5.48 Execution. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which together will constitute one and the same instrument.
Counterpart signature pages may be delivered by email or other means of electronic transmission.
Electronic signatures will be deemed original signatures for all purposes.

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12
This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Managing Director

EXHIBIT A
SCOPE OF SERVICES

Section 1: Appointment.

1.1
Scope of Appointment. Chandler hereby appoints Manager to be a discretionary
investment manager for the Accounts and Managed Assets set forth on Attachment 1, and
Manager accepts such appointment. Chandler may revise Attachment 1 at any time and for
any reason, such revision to be effective as to this Agreement upon receipt by Manager.

1.2
Investment Policy. Notwithstanding any other provision or provisions of this Agreement
to the contrary, Chandler's appointment of Manager is conditioned upon Manager's
compliance with Chandler's investment policy (the "Policy"), set forth on Attachment 2.
Chandler may revise its Investment Policy at any time and for any reason, such revision to be
effective as to this Agreement upon receipt by Manager. Manager will notify Chandler within
five (5) business days if the revisions to Chandler’s investment policy are not able to be
executed upon by the Manager. Manager understands and agrees that for purposes of this
Agreement, any investment limitations that may be applicable to the Accounts pursuant to
Arizona law referenced in Attachment 2 are hereby automatically incorporated into the
Policy.

1.3
Staffing. Manager shall act under the authority and approval of Chandler's Chief Financial
Officer or designee, who shall assist Manager with any necessary information, audit billings,
and approve payments. Manager shall channel reports and special requests through the
Chief Financial Officer. Chandler reserves the right to review any and all changes to
Manager's key staff assigned to provide services to Chandler pursuant to this Agreement. If
any changes to Manager’s key staff is not agreeable to Chandler, upon notice to Manager
by Chandler, Manager will promptly replace the key staff member with someone of equal
or higher qualification.

Section 2: Manager’s Responsibilities

2.1
Research, Supervision, Monitoring and Evaluation. Manager shall provide investment
research and supervision of the Accounts. Manager shall continuously monitor
investment opportunities for the Accounts and shall continuously evaluate the
investment of the Accounts.

2.2
Investment and Reinvestment. Manager shall invest and reinvest the assets of the
Accounts at such times and in such manner as Manager believes to be in the best interest
of Chandler.

2.2.1 Manager shall ensure that the Accounts are invested in compliance with the Policy,
as determined at the time of purchase of an investment. Manager shall be
responsible for any losses incurred by Chandler arising from a violation of the
previous sentence.

2.2.2 The Manager shall receive no soft dollar benefit for any transactions placed on
behalf of the Account. Unless otherwise specified in writing by Chandler to
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Manager, all orders for the purchase and sale of securities for the Account shall
be placed in such markets and through such brokers and dealers for execution, at
such prices as in the Manager's best judgment shall offer the most favorable
execution of each transaction, the determination of which may take into account,
subject to any applicable laws, rules and regulations, whether statistical, research
and other information or services have been or will be furnished to the Manager by
such brokers and dealers. While the Manager will make a good faith effort to
require brokers and dealers selected to effect Account transactions to perform
their obligations, the Manager shall not be responsible for any loss incurred by
reason of any act or omission of any broker, dealer or custodian for the Account.

2.2.3 Chandler has specified in Attachment 2 the investment objectives and any specific
investment restrictions and limitations which govern the Account. It will be
Chandler's responsibility to inform the Manager in writing of any changes or
modifications in the investment objectives of the Account as well as any additional
investment restrictions and limitations applicable thereto and to give the Manager
prompt written notification if Chandler deems any investment made for the
Account to be in violation of such objectives or restrictions and limitations. The
Manager agrees to communicate its investment strategy and activity for the
Account to Chandler and to advise Chandler of any changes in the Manager's
strategy at regularly scheduled quarterly meetings. The Manager, as agent with
respect to the Account, unless otherwise instructed in writing by Chandler and
consistent with the investment objectives of Chandler as specified in Attachment
2, when it deems appropriate, may (i) buy, sell, exchange and otherwise trade in
any authorized investments and (ii) place orders for the execution of such
securities transactions with or through such brokers, dealers or issuers as the
Manager may select.

2.2.4 Manager is authorized, as an agent of Chandler, to give instructions to Custodian
as to deliveries of securities and payments of cash for the Accounts. Manager shall
not take possession of or act as custodian for the cash, securities, or other assets
in the Accounts and shall have no custodial responsibility for such assets or
Accounts.

2.2.5 Manager shall take into account, and may rely upon, Chandler's written advice
concerning anticipated need to make cash withdrawals from the Accounts.

2.2.6 With respect to the Managed Assets, Manager shall vote proxies as Manager
believes is in the best interest of Chandler as of the record date for voting
such proxies. Chandler shall take all actions necessary to effect delivery of the proxy
solicitations to Manager in a timely manner.

2.2.7 Chandler hereby authorizes Manager to sign IRS Form W-9 on behalf of Chandler
and to deliver such form to broker-dealers or others from time to time as required
in connection with securities transactions pursuant to this Agreement.

2.3
Prudent Investor Standard Applies. In investing and managing the Managed Assets,
Manager shall exercise the care, skill, prudence, and diligence under the circumstances
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then prevailing that a prudent investment expert, would use in the conduct of an
enterprise of like character and with like aims. Manager agrees that it is obligated to
exercise good faith and candor in the performance of its duties under this Agreement.
The federal securities laws impose liabilities under certain circumstances on persons who
act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any
rights which Chandler may have under any federal securities laws. Except as otherwise
provided in this Agreement, or as agreed to in writing between Manager and Chandler,
Manager shall:

2.3.1 Refrain from self-dealing or other acts which might benefit it at the expense of
Chandler; and

2.3.2 Subject to Section 4.2 of this Agreement, not engage in any actions or transactions
that would violate its duty of loyalty or fiduciary duty to Chandler or, other than
such conflicts disclosed in Manager's Form ADV, create a conflict of interest
between Chandler on the one hand and Manager on the other hand.

2.4
Books, Records, Reporting, and Certification.

2.4.1 Manager shall keep accurate books and records relating to transactions made
with respect to the Accounts.

2.4.2 No less than monthly, Manager shall provide Chandler with written appraisals of
the Accounts valued as of the last business day of the month, together with
performance tabulations and a summary of purchases and sales within three
business days of month end.

2.4.3 Manager shall furnish such additional information to Chandler about the Accounts
as Chandler may reasonably request in writing from time to time.

2.4.4 To the extent necessary to ensure the accuracy of the accounting and investing of
the Managed Assets, Manager shall permit Chandler to inspect Manager's books
and records in accordance with Section 2.5 herein.

2.5
Audit. During the term of this Agreement and for the record retention time period
mandated by the Investment Advisers Act of 1940, as amended, and upon thirty (30) days
advance written notice by Chandler to Manager and no more than once per Agreement
year, Manager shall make its books and records relating to the Managed Assets available
during regular business hours and in such a manner as to not interfere with normal
business activities to Chandler for review and audit at Manager's offices. Manager
acknowledges that such books and records may be subject to examination and audit by
Chandler's external auditors, and, to the extent it has the requisite jurisdiction and
authority, the Auditor General of the State of Arizona, during the term of this Agreement.
Any examination or audit of Manager performed by Chandler or its external auditors, or the
Arizona Auditor General shall be confined to those matters solely relating to Manager's
performance of its obligations under this Agreement. Manager’s sensitive or confidential
information can be viewed by the auditors at a Manager’s location or via a video conference
call, however the auditors may not record or create copies of Manager’s sensitive or
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confidential information. Manager shall reasonably cooperate with Chandler's examiners
or auditors or their representatives in connection with any audit under this subsection.

2.6
Attendance at Meetings. On a quarterly basis and upon reasonable request, Manager
shall attend meetings with Chandler and/or related entities (i.e., Industrial Development
Authority, Chandler Health Care Benefits Trust, Worker’s Compensation and Employer
Liability Trust, Chandler Cultural Foundation). Meeting request(s) may require in person
attendance.

2.7
Specialized Services. Manager shall provide Chandler with specialized services
concerning the foregoing, including but not limited to conducting research or writing
papers relating to investment strategies or philosophies, new investment vehicles or
structures, economic conditions, portfolio management issues pertaining to an investment
style or product, conducting educational presentations to Chandler, and providing
general investment literature.

2.8
Disaster Recovery Program. Manager shall maintain a disaster recovery program
designed to mitigate the impact of natural disasters and other acts, events or
circumstances that may prevent it from complying with its other obligations under
this Agreement.

2.9
Notice. Manager shall promptly notify Chandler of any of the following:

2.9.1 The institution of any litigation or government proceeding against Manager that
may reasonably be expected to have a material adverse effect on Manager's
ability to perform its duties under this Agreement, the Accounts, or the Managed
Assets, and the basis of the claims made in such litigation or proceeding.

2.9.2 Any settlement, decree, judgment, award, or other material development relating
to litigation against Manager of the type or nature contemplated by Section 2.9.1.

2.9.3 The incapacity of Manager or any development concerning Manager that is likely
to result in a material, adverse change in the Managed Assets or in Manager's
ability to conduct business.

2.9.4 Any breach or failure by Manager to perform its material obligations that might
have a material adverse effect on the Managed Assets or on Manager's ability to
conduct business.

2.9.5 Any breach of any representation or warranty relating to Manager set forth in this
Agreement.

Section 3: Chandler's Responsibilities.

3.1
Direction to Custodian. Chandler shall provide such direction to Custodian as may be
necessary to allow Manager to fulfill its responsibilities under this Agreement.

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3.2

Section 4: Compensation.

4.1
Pool Compensation. From time to time, Manager may invest Managed Assets in a money
market mutual fund or local government investment pool managed by Manager (either,
individually, a "Pool") or in individual securities. Average daily net assets subject to the
Fee Schedule include any assets invested in the Pool. Expenses of the Pool, including
compensation for Manager and the Pool custodian, are described in the relevant prospectus
or information statement and are paid from the Pool.

4.2
Other Compensation. If and to the extent Chandler asks Manager to render services
other than those to be rendered by Manager under this Agreement, such additional services
shall be compensated separately on terms to be agreed upon between Manager and
Chandler.

4.3
Expenses to Be Paid by Manager. At its own expense, Manager shall furnish all necessary
administrative services, office space, equipment, clerical personnel, telephone and other
communication facilities, investment advisory facilities, and executive and supervisory
personnel for managing the Managed Assets.

4.5
Expenses to Be Paid by Chandler. Except as expressly provided otherwise in this
Agreement, Chandler shall pay all of its own expenses, including but not limited to taxes,
commissions, fees, and expenses of Chandler's independent auditors and legal counsel, if
any, brokerage and other expenses connected with the execution of portfolio security
transactions, insurance premiums, and fees and expenses of Custodian, including
safekeeping of funds and securities and the keeping of books and accounts.

Section 5: Representations and Warranties.

5.1
By Manager. By entering into this Agreement, Manager represents and warrants that:

5.1.1 It has full power and authority to enter into this Agreement, and that the undersigned
has full power and authority to execute this Agreement on Manager's behalf.

5.1.2 It is an investment adviser registered under the Investment Advisers Act of 1940.

5.1.3 This Agreement has been duly authorized, executed, and delivered by Manager and
constitutes its valid and binding obligation, enforceable against such Manager in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement
of creditors' rights generally or by general principles of equity.

5.1.4 Manager has obtained or will obtain all governmental authorizations, approvals,
consents, licenses, or filings required in connection with the execution, delivery, or
performance of its duties to Chandler under this Agreement.

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5.1.5 Manager has the power and authority under applicable law and the documents or
instruments governing Manager to hold, manage, and invest the Managed Assets as
well as the expertise, support staff, and facilities necessary to provide the services
described in this Agreement and shall allocate such personnel and devote such efforts
as are necessary for it to carry out its duties under this Agreement.

5.1.6 Except as expressly provided in this Agreement, as disclosed to Chandler in writing,
or as otherwise agreed to from time to time between Manager and Chandler in
writing, Manager does not have knowledge of any actual interests adverse to
Chandler.

5.1.7 To the extent permitted by applicable law, Manager shall use all reasonable efforts
to notify Chandler in writing as soon as reasonably practicable if (i) an investigation of
Manager is commenced by any federal or state governmental or regulatory agency or
(ii) a sanction is taken against Manager by any federal or state governmental or
regulatory agency, provided that such investigation or sanction is out of the ordinary
course and materially adversely affects Manager's ability to perform its duties
under this Agreement

5.1.8 The execution, delivery, and performance of this Agreement by Manager will not
violate any provisions governing Manager and will not violate or result in any default
under any material contract or other agreement to which Manager is a party or by
which Manager or its assets may be bound or any applicable statute or any rule,
regulation, or order of any government agency or body.

5.1.9 To the best of its knowledge, Manager has not violated any statute, regulation, law,
order, or decree to which it is subject which would adversely affect its business or
financial condition or impair its ability to carry out its obligations under this
Agreement.

5.1.10 Except as otherwise disclosed to Chandler, there is no legal action, suit, or arbitration
or other legal or administrative investigation, proceeding, or inquiry pending against
Manager in a principal capacity regarding Manager's investment management or
fiduciary activities.

5.1.11 Manager shall bear all taxes and payroll expenses of any kind and description
resulting from its receipt of any compensation from its management of the Accounts
or otherwise received from Chandler.

5.1.12 Upon request by Chandler, Manager shall make its most current public policies
concerning insider trading, ethics, and compliance available for Chandler's review.

5.1.13 Manager has not entered into any contingent fee arrangement with any firm or
person concerning this Agreement, nor has Manager received any incentive or
special payment from Chandler (or any other person in connection with this
Agreement) apart from the consideration specified in this Agreement.

5.1.14 Manager shall notify Chandler promptly if any of its representations or warranties
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ceases to be true.

5.1.15 To the best of Manager's knowledge, all representations made by Manager in any
written materials provided by Manager to Chandler are accurate in all material
respects, subject to any disclaimers or other disclosures included in such written
materials or provided in future disclosures that supersede prior disclosures. For
the avoidance of doubt, any information provided by Manager to Chandler which
originates from third-party sources shall not constitute representations for the
purposes of this subsection 5.1.15.

5.1.16 Manager has not employed or retained any person to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee. This Agreement is subject to Arizona Revised Statutes
Section 38-511 which provides for cancellation of any Agreement within three years
of its execution, without penalty or further obligation, made by a political subdivision
of the State if any person significantly involved in initiating, negotiating, securing,
drafting or creating the contract on behalf of the political subdivision is, at any time
while the contract or any extension of the contract is in effect, an employee or agent
of any other party to the contract in any capacity or a consultant to any other party
of the contract with respect to the subject matter of the contract.

5.2
By Chandler. By entering into this Agreement, Chandler represents and warrants that:

5.2.1 It has full power and authority to enter into this Agreement and that the undersigned
has full power and authority to execute this Agreement on Chandler's behalf.

5.2.2 Except as otherwise specified by Chandler's Chief Financial Officer, all Managed
Assets are the sole property of Chandler and are free from any charge or
encumbrance.

5.2.3 It shall not remove assets from the Account without first giving reasonable written
notice to Manager or terminating this Agreement.

5.2.4 It has received a copy of Part 2A and 2B of Manager's Form ADV (the "ADV") prior
to or at the time of the City’s execution of this Agreement.

Section 6. Custody of Assets.

6.1
Manager Not to Take Custody of Managed Assets. Nothing contained herein shall be
deemed to authorize Manager to take or receive physical possession of any Managed
Assets, it being intended that sole responsibility for safekeeping of the Managed Assets (in
such investments as Manager may direct) and the consummation of all purchases, sales,
deliveries, and investments made pursuant to Manager's direction shall rest upon
Custodian. Neither Chandler nor Manager shall have any liability with respect to the
custody arrangements or the acts or omissions of Custodian.

6.2
Instructions to Custodian. Chandler shall instruct Custodian to furnish such
information about the Account and the Managed Assets to Manager as Manager may
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reasonably request in connection with the performance of its duties under this
Agreement. Chandler acknowledges that Manager shall be relying on Custodian's
identification of any assets contributed or liabilities allocated to the Accounts, as well as
the availability of Managed Assets for sale. Manager may reasonably rely without further
inquiry upon any information furnished to it by Custodian, and Manager shall not be
responsible for any errors or omissions arising from any inaccuracies in such information.

6.3
Not Exclusive on the Part of Manager. Manager acts as adviser to other clients and may
give advice, and take action, with respect to any such client which may differ from the advice
given, or the timing or nature of action taken, with respect to the Accounts. Chandler
acknowledges that:

6.3.1 Manager shall have no obligation to purchase or sell for the Accounts, or to
recommend for purchase or sale by the Accounts, any security which Manager,
its principals, affiliates or employees may purchase or sell for themselves or for
any other clients.

6.3.2 There may be occasions when portfolio transactions are executed as part of
concurrent authorizations by Manager to purchase or sell the same security for
other client accounts served
by Manager. Although such concurrent
authorizations potentially could be either advantageous or disadvantageous to
Manager's clients' accounts, they are effected only when Manager believes that to
do so is in the interest of its respective clients' accounts. When such concurrent
authorizations occur, the executions shall be allocated in an equitable manner
among each of Manager's clients' accounts.

6.3.3 Transactions in a specific security may not be accomplished for all Manager's
clients' accounts at the same time or at the same price.

6.3.4 Notwithstanding the foregoing and for the avoidance of doubt, Manager may not
engage in transactions hereunder with its affiliates except to the extent permitted by
law.

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Attachment 1
Accounts and Managed Assets

City of Chandler Core Portfolio
Industrial Development Authority
Chandler Worker’s Comp & Employer Trust
Chandler Health Care Benefits Trust
Chandler Cultural Foundation
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Attachment 2
Investment Policy
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EXHIBIT B
COMPENSATION AND FEES

Portfolio Assets Under Management
Annual Fee Rate (100 bps = 1%)
First $20 million
8
Next $30 million
6
Next $50 million
4
Assets in excess of $100 million
3

Fees are charged monthly in arrears based on the daily net AUM on an amortized cost basis,
including accrued interest, for the month.

Minimum annual fee is $40,000 applied to all accounts.

Maximum annual fee for the first year $150,000. The City and Contractor may negotiate fee
caps for subsequent years.

Fees are fixed for the first three years.

Chandler authorizes Manager to present invoices for such fees to Custodian for payment.
Chandler hereby instructs Custodian to disburse funds from such account for the payment of
fees to Manager.

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EXHIBIT C
INSURANCE
INSURANCE

General.

A.
At the same time as execution of this Agreement, the Contractor shall furnish the
City a certificate of insurance on a standard insurance industry ACORD form. The
ACORD form must be issued by an insurance company authorized to transact
business in the State of Arizona possessing a current A.M. Best, Inc. rating of A-7, or
better and legally authorized to do business in the State of Arizona with policies and
forms satisfactory to City. Provided, however, the A.M. Best rating requirement shall
not be deemed to apply to required Workers’ Compensation coverage.

B.
The Contractor and any of its subcontractors shall maintain, until all of their
obligations have been discharged, including any warranty periods under this
Agreement are satisfied, the insurances set forth below.

C.
The insurance requirements set forth below are minimum requirements for this
Agreement and in no way limit the indemnity covenants contained in this
Agreement.

D.
The City in no way warrants that the minimum insurance limits contained in this
Agreement are sufficient to protect Contractor from liabilities that might arise out of
the performance of the Agreement services under this Agreement by Contractor, its
agents, representatives, employees, subcontractors, and the Contractor is free to
purchase any additional insurance as may be determined necessary.

E.
Failure to demand evidence of full compliance with the insurance requirements in
this Agreement or failure to identify any insurance deficiency will not relieve the
Contractor from, nor will it be considered a waiver of its obligation to maintain the
required insurance at all times during the performance of this Agreement.

F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall
execute a written contract with Subcontractor containing the same Indemnification
Clause and Insurance Requirements as the City requires of the Contractor in this
Agreement. The Contractor is responsible for executing the Agreement with the
Subcontractor and obtaining Certificates of Insurance and verifying the insurance
requirements.

Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of
liability not less than those stated below.

A.
Commercial General Liability-Occurrence Form. Contractor must maintain
“occurrence” form Commercial General Liability insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must
also include coverage for products and completed operations, independent
contractors, personal injury and advertising injury. If any Excess insurance is utilized
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to fulfill the requirements of this paragraph, the Excess insurance must be “follow
form” equal or broader in coverage scope than underlying insurance.

B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance
with a limit of $1,000,000 each accident on Contractor owned, hired, and non-owned
vehicles assigned to or used in the performance of the Contractor’s work or services
under this Agreement. If any Excess or Umbrella insurance is utilized to fulfill the
requirements of this paragraph, the Excess or Umbrella insurance must be “follow
form” equal or broader in coverage scope than underlying insurance.

C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain
Workers Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor employees engaged in the performance of
work or services under this Agreement and must also maintain Employers’ Liability
insurance of not less than $1,000,000 for each accident and $1,000,000 disease for
each employee.

D.
Professional Liability. If the Agreement is the subject of any professional services or
work performed by the Contractor, or if the Contractor engages in any professional
services or work adjunct or residual to performing the work under this Agreement,
the Contractor must maintain Professional Liability insurance covering errors and
omissions arising out of the work or services performed by the Contractor, or anyone
employed by the Contractor, or anyone whose acts, mistakes, errors and omissions
the Contractor is legally liable, with a liability limit of $1,000,000 each claim and
$2,000,000 all claims. In the event the Professional Liability insurance policy is
written on a “claims made” basis, coverage must extend for three years past
completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the
required coverage is in effect. The Design Professional must annually submit
Certificates of Insurance citing that the applicable coverage is in force and contains
the required provisions for a three-year period.
E.
Financial Institution Bonds Manager shall maintain Financial Institution coverage,
including but not limited to, Computer Crime, Employee Dishonesty and Theft,
Robbery and Burglary On and Off Premises coverage. Limits of Liability shall
be at least Ten Million Dollars ($10,000,000) per occurrence.

E.
Technology Errors and Omissions Liability including Network Security and Privacy Liability

Minimum Limits:
Per Loss
$ 5,000,000
Aggregate
$ 5,000,000

The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract.

In the event that the professional liability insurance required by this Contract is
written on a claims-made basis, Contractor warrants that any retroactive date under
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the policy shall precede the effective date of this Contract; and that either continuous
coverage will be maintained or an extended discovery period will be exercised for a
period of two years beginning at the time work under this Contract is completed.

If such insurance is maintained on an occurrence form basis, Contractor shall
maintain such insurance for an additional period of one year following termination
of Contract. If such insurance is maintained on a claims-made basis, Contractor shall
maintain such insurance for an additional period of three years following
termination of the Contract.

If Contractor contends that any of the insurance it maintains pursuant to other
sections of this clause satisfies this requirement (or otherwise insures the risks
described in this section), then Contractor shall provide proof of same.

The insurance shall provide coverage for the following risks

a. Liability arising from theft, dissemination and / or use of confidential information
(a defined term including but not limited to bank account, credit card account,
personal information such as name, address, social security numbers, etc.
information) stored or transmitted in electronic form

b. Network Security Liability arising from the unauthorized access to, use of or
tampering with computer systems including hacker attacks, inability of an
authorized third party, to gain access to your services including denial of service,
unless caused by a mechanical or electrical failure

c. Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer system,
network or similar computer related property and the data, software, and
programs thereon.

Additional Requirements:

a. The policy shall provide a waiver of subrogation, in whole or in part, for those
portions of the policy where a waiver of subrogation is reasonably available in
the insurance marketplace.

Additional Policy Provisions Required.

A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must
be declared and approved by the City, which approval the City will not unreasonably
withhold. If not approved, the City may require that the insurer reduce or eliminate any
deductible or self-insured retentions with respect to the City, its officers, officials, agents,
employees, and volunteers.

1. The Contractor’s insurance must contain broad form contractual liability
coverage.

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2. The Contractor's General Liability and Automobile Liability insurance coverage
must be primary insurance with respect to the City, its officers, officials, agents,
and employees. Any insurance or self-insurance maintained by the City, its
officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.

3. The Contractor's insurance must apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.

4. Coverage provided by the Contractor must not be limited to the liability assumed
under the indemnification provisions of this Agreement.

5. The required General Liability, Automobile Liability, and Workers’ Compensation
Insurance policies must contain a severability of interest clause and waiver of
subrogation against the City, its officers, officials, agents, and employees, for
losses arising from Work performed by the Contractor for the City.

6. The Contractor, its successors and or assigns, are required to maintain
Commercial General Liability insurance as specified in this Agreement for a
minimum period of three years following completion and acceptance of the
Work. The Contractor must submit a Certificate of Insurance evidencing
Commercial General Liability insurance during this three-year period containing
all the Agreement insurance requirements, including the City of Chandler, its
agents, representatives, officers, directors, officials and employees as Additional
Insured as required.

7. If a Certificate of Insurance is submitted as verification of coverage, the City 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.

B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement,
the Contractor must forward renewal or replacement Certificates to the City
within ten days after the renewal date containing all the required insurance
provisions.

2. The General Liability, Automobile Liability, and Workers’ Compensation
insurance
policy
required
by
the
insurance
provisions
of
this
Contract/Agreement shall provide the required coverage and shall not be
suspended, voided or canceled except after 30 days prior written notice has been
given to the City, except when cancellation is for non-payment of premium, then
ten days prior notice may be given. Such notice shall be sent directly to Chandler
Law-Risk Management Department, Post Office Box 4008, Mailstop 628,
Chandler, Arizona 85225. If any insurance company refuses to provide the
required notice, the Contractor or its insurance broker shall notify the City of any
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cancellation, suspension, non-renewal of any insurance within seven days of
receipt of insurers’ notification to that effect.

C. City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:

1. The Commercial General Liability and Automobile Liability policies are to contain,
or be endorsed to contain, the following provisions: The City, its officers, officials,
agents, and employees are additional insureds with respect to liability arising out
of activities performed by, or on behalf of, the Contractor including the City's
general supervision of the Contractor; Products and Completed operations of the
Contractor; and automobiles owned, leased, hired, or borrowed by the
Contractor.

2. The City, its officers, officials, agents, and employees must be additional insureds
to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Agreement.

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EXHIBIT D
SPECIAL CONDITIONS

Termination.

1. Cancellation by Chandler for Improper Influence. Pursuant to Arizona Statutes §38-511,
Chandler may cancel this Agreement at any time within three years after this Agreement’s
execution, without penalty or further obligation is any person significantly involved in initiating,
negotiating, securing, drafting, or creating this Agreement on Chandler's behalf is or becomes
at any time while this Agreement (or any extension thereof) is in effect, an employee, agent, or
consultant to Manager with respect to the subject matter of this Agreement. The cancellation
shall be effective when Manager receives written notice of the cancellation, unless the notice
specifies a later time.

2. Termination by Manager. Manager may terminate this Agreement immediately upon material
breach of its terms by Chandler, or at any time upon 30 days' prior written notice to Chandler.
There shall be no penalty for such termination, and the fee for the final period shall be adjusted
proportionately.

3. Manager Cooperation Following Termination. Following termination of this Agreement,
Manager shall take such action as may be necessary to provide Chandler with full control over
the Managed Assets and to enable the Managed Assets to be preserved to the fullest extent
possible.

Disclosure.

1. Periodic Disclosure by Chandler. Chandler may disclose the following information concerning
the Accounts and the Managed Assets to the general public: (i) the name of any such
investments; (ii) the date of Chandler's initial investment; (iii) the amount of any such
investment; (iv) the fees paid by Chandler to Manager; and (v) the market value of such
investments, including the net rate of return to Chandler from such investments, and the
investment multiple of such investments. Manager consents in advance to such disclosures and
agrees that such disclosures shall not constitute a breach of this Agreement.

2. Disclosures by Chandler to General Public as Required by Law. Manager acknowledges that
Chandler may be required to disclose information to the general public pursuant to state or
local law or regulation, specifically, the Arizona Public Records Law, Arizona Revised Statutes,
A.R.S. sections 39-121 to 39-121.03. Manager may mark information that it provides to Chandler
as "confidential." If material marked "Confidential" is the subject of a Public Records request,
and Chandler believes they are obligated to disclose, they must notify the Manager in writing.
The Manager will have ten (10) business days to determine if the Manager will allow Chandler
to disclose the confidential information. Chandler will not disclose the confidential information
until the first to occur: (1) the Manager has exhausted its options to protect the confidential
information or (2) after ten (10) business days from the date of Chandler’s written notice to
Manager. 3.
Disclosures by Chandler to Authorities. Chandler may be subject to
investigation and audit by various regulatory agencies and other governmental authorities,
including but not limited to the Arizona Attorney General and the Arizona Auditor General's
Office (collectively, "Authorities"). Such investigations or audits may, under applicable law or
regulation, require access to confidential information provided by Manager to Chandler.
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Chandler believes they are obligated to disclose, they must notify the Manager in writing
(provided such notice is not restricted or prohibited by applicable law). The Manager will have
ten (10) business days to determine if the Manager will allow Chandler to disclose confidential
information. Chandler will not disclose the confidential information until the first to occur: (1)
the Manager has exhausted its options to protect the confidential information or (2) after ten
(10) business days from the date of Chandler’s written notice to Manager.

4. Disclosure by Manager of Confidential Documents Provided by Chandler. Manager shall
maintain in strict confidence and shall use and disclose only as authorized by Chandler, all
information of a competitively sensitive or proprietary nature that it receives in connection with
the work performed for Chandler hereunder. Manager shall require its personnel and any
subcontractor to agree to do likewise. Chandler shall take reasonable steps to identify for the
benefit of Manager, its personnel and any subcontractor, any information Chandler considers
to be competitively sensitive or proprietary nature, including by using confidentiality notices in
written material where appropriate. These restrictions shall not be construed to apply to (a)
information generally available to the public; (b) information released by Chandler generally
without restriction; (c) information independently developed or acquired by Manager, its
personnel or any subcontractor without reliance in any way on other protected information of
Chandler; or (d) information approved for the use and disclosure of Manager, its personnel or
any subcontractor without restriction. Notwithstanding the foregoing restrictions, Manager, its
employees and any subcontractor may use and disclose any information (i) to the extent required
by an order of any court or other governmental authority, or (ii) as necessary for it or them to
protect their interest under this Agreement, but in each case only after Chandler has been so
notified (provided that such notice is reasonably practicable and not restricted or prohibited
by applicable law) and has had the opportunity, if possible, to obtain reasonable protection
for such information in connection with such disclosure. All reports and other written products
provided to Manager in connection with work performed under this Agreement shall be
considered confidential.

Corrupt Practices Act. During the term of this Agreement, Manager shall not make any
payment to any person that, to Manager's knowledge, is in violation of the United States Foreign
Corrupt Practices Act, as amended.

AML Laws. Manager acknowledges that to the extent that it is subject to and (to its knowledge)
is in compliance with all applicable United States laws and regulations relating to anti-money
laundering, including the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act") and the Bank
Secrecy Act, as amended by the Patriot Act (the "BSA") (collectively, the "U.S. AML Laws and
Regulations"). Manager represents and warrants that in order to facilitate compliance with the
U.S. AML Laws and Regulations, it has developed and shall maintain a written anti-money-
laundering prevention program reasonably designed to comply with the requirements of the
U.S. AML Laws and Regulations.

SEC Rule 206(4)-5. In the event Manager is an investment adviser registered under (or is
otherwise subject to) the Investment Advisers Act of 1940 [15 U.S.C. §§ 80(b) et seq.] (the "Act"),
Manager certifies its compliance with Securities and Exchange Commission ("SEC") Rule 206(4)-
5 [17 C.F.R. 275.206(4)-5] and the amendments to SEC Rule 204-2 [17 C.F.R. 275.204-2] of the
Act with respect to Chandler's investments.

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Immunities and Defenses. Chandler reserves all immunities, defenses, rights, or actions arising
out of its sovereign status, including those under the Eleventh Amendment to the United States
Constitution. No provision of this Agreement shall be construed as a waiver or limitation of the
immunities, defenses, rights, or actions described in the previous sentence. Chandler
acknowledges that this paragraph in no way limits its obligation to make any payments or return any
amounts required to be paid or returned under this Agreement.

Limitation to Manager's Authority. Except as otherwise authorized herein or pursuant hereto,
it is understood that in Manager's performance of any and all duties and services under this
Agreement, Manager has no authority to bind Chandler to any contracts or undertakings.

Non-collusion Covenant. Chandler and Manager each represent and agree that they have not
entered into any contingent fee arrangement with any firm or person concerning this
Agreement. Chandler and Manager each represent and agree that Manager has not received any
incentive or special payment from Chandler or any other person apart from the consideration
specified in this Agreement or any other written agreements between the parties.

Power of Attorney. Any power of attorney granted by Chandler to Manager shall automatically be
revoked if it files a petition in bankruptcy, is dissolved, or is no longer Manager pursuant to this
Agreement, in each case upon the occurrence of any such event.

Good Faith by Chandler. Chandler shall have no liability to Manager for any action or omission
occurring in the good-faith and in accordance within their legal authority under this Agreement
and applicable laws. This Section shall survive termination of this Agreement.
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