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Fin Asset Management Investment ConsultingLetter Agreement This Letter Agreement, entered into as of April 4, 20 I 8 (the "Agreement"), sets forth our agreement for the investment of certain funds (the "Initial Funds") by the City of San Rafael (the "Participant") in Individual Portfolios (as the term is herein defined) of the California Asset Management Program (the "Program"). The Program consists of the California Asset Management Trust (the "Trust") designed to provide Participants with a convenient method of pooling operating funds and proceeds of bonds, notes, and certificates of participation for temporary investment pending their disbursement. The Program also offers Participants the option of establishing individual, professionally-managed investment accounts ("Individual Portfolios") by separate agreement with the Trust's Investment Adviser to meet specific investment objectives. Collectively the Trust and the Individual Portfolios are referred to as the Program. All securities in the Trust are held by the Program's Custodian, U.S. Bank National Association, Minneapolis, Minnesota (the "Custodian"), in the name of the Trust, and all assets in each Individual Portfolio are held by the Custodian in the name of the appropriate Participant. Such custodial arrangements are subject to and governed by the terms and provisions of a Custody Agreement, dated as of January 10, 20 I 3 (as the same may be amended from time to time, the "Custody Agreement"), which is incorporated herein by reference. A copy of the Custody Agreement is available at www.camponline.com. A complete description of the Program is provided in the I nformation Statement dated June 4, 2013, as amended from time to time, and the Declaration of Trust dated February 28,2005, as amended from time to time, to which reference should be made for details. Certain of the Initial Funds and such other funds as the Participant may from time to time assign to the Trust's Investment Adviser, PFM Asset Management LLC ("PFMAM") for management under this Agreement (collectively the "Managed Funds") will be invested by PFMAM in one or more Individual Portfolios while other funds will be invested in the Trust. The Participant hereby engages PFMAM to serve as investment advisor to the Participant under the terms of this Agreement with respect to the Participant's Managed Funds in its Individual Portfolios. PFMAM will provide investment research and supervision and conduct a continuous program of investment, evaluation, and when appropriate, sale and reinvestment of the Participant's funds invested in Individual Portfolios. PFMAM shall place all orders for the purchase, sale, loan, or exchange of portfolio securities for the Participant's account with brokers or dealers, and to that end PFMAM is authorized as agent of the Participant to give instructions to the Custodian as to deliveries of securities and payments of cash for the account of the Participant. PFMAM shall ensure that orders are placed with reputable, qualified, and financially sound brokers/dealers. PFMAM shall, in a manner consistent with ensuring safety of principal, exercise due diligence in establishing and maintaining brokers/dealers qualifications and in conducting credit reviews and reviews on broker/dealer execution capabilities. In connection with the selection of such brokers and dealers and the placing of such orders, PFMAM is directed to seek for the Participant the most favorable execution and price, 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 PFMAM by such brokers and dealers. Compensation For services provided by PFMAM for the management of funds in an Individual Portfolio, the Participant shall pay PFMAM an annual fee, in monthly installments, based on the average daily net assets of the funds in the Individual Portfolios, equal to 0 .10% of the first $25 million of such assets and 0.08% of amounts in excess of $25 million. For purposes of calculating the fee payable to PFMAM, funds in all of the Participant's Individual Portfolios shall be aggregated. The minimum annual fee is $25,000. The minimum annual fee shall not apply to bond proceeds accounts. For custodial services provided by Custodian, the Participant shall pay the Custodian the applicable asset-based or transaction fees. PFMAM shall prepare a bill for the investment management fee monthly and forward it and the monthly Custodian invoice to the Participant for approval. Unless instructed otherwise within 15 calendar days of the postmark on that invoice, PFMAM is herein authorized to charge the Participant's associated Trust account and instruct the Custodian to disburse funds from that account. If sufficient funds are not available, the Participant agrees to compensate PFMAM from other sources within 30 calendar days of the postmark date. If either PFMAM or the Custodian shall serve for less than the whole month, the compensation shall be pro-rated. Although expenses associated with the management of an Individual Portfolio may be paid directly from the Participant's Trust account, where proceeds of tax-exempt debt are invested in an Individual Portfolio these expenses may not be deducted from investment income for purposes of calculating arbitrage rebate. Other Expenses Except as expressly provided otherwise herein or in the Declaration of Trust or Information Statement, the Participant shall pay all of its own expenses, if any, with regard to the investment of funds in an Individual Portfolio including, without limitation, taxes, commissions, brokerage and other expenses connected with the execution of portfolio security transactions, insurance premiums, and fees and expenses of the Custodian. Registered Advisor; Duty of Care; Brochure and Brochure Supplement PFMAM hereby represents it is a registered investment adviser under the Investment Advisers Act of 1940. PFMAM shall immediately notify the Participant if at any time during the term of the Agreement it is not so registered or if its registration is suspended. PFMAM agrees to perform its duties and responsibilities under the Agreement with reasonable care. 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 the Participant may have under any federal securities laws. The Participant hereby authorizes the Advisor to sign I.R.S. Form W-9 on behalf of the Participant 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. PFMAM warrants that is has delivered to the Participant PFMAM's current Securities and Exchange Commission Form ADV, Part 2A (brochure) and Part 28 (brochure supplement). The Participant acknowledges receipt of such brochure and brochure supplement prior to the execution of the letter agreement. PFMAM's Other Clients The Participant understands that PFMAM performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. The Participant agrees that PFMAM, 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 accounts, so long as it is the policy of PFMAM, to the extent practical, to allocate investment opportunities to this account over a period of time on a fair and equitable basis relative to other clients. PFMAM shall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that PFMAM, 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. 2 Force Majeure PFMAM 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 Agreement which result from events beyond its control, including interruption of the business activities of PFMAM 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. Assignment PFMAM's obligations and responsibilities as described in this Agreement are not assignable without the consent of the Participanl. Maintenance of Records PFMAM shall provide the Participant with a monthly statement showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received and the value of assets held on the last business day of the month for assets held in the Individual Portfolios. For proceeds of tax-exempt debt issues invested under this Agreement. PFMAM shall maintain appropriate records of all of its activities hereunder as may be required by the Internal Revenue Code of 1986, as amended. and related U.S. Treasury Regulations, and shall provide to the Program Rebate Calculation Agent all of those records of investment activity as may be necessary to prepare calculations of a Participant'S rebate liability. Term This Agreement shall remain in effect so long as PFMAM is the Investment Advisor to the Trust. unless terminated by the Participant upon no less than thirty (30) days' prior written notice to PFMAM. This Agreement may be terminated by the Participant in the event of any material breach of its terms immediately upon notice by certified mail. return receipt requested. Accepted: Sincerely, PFM ASSEr MANAGEMENT LLC By ~~ 1LutUta-.. Sarah Meacham Managing Director By-+~~~~~ __ ~ __________ _ ,lim Schutz (Name) City Manager (Title) 3 ATTACHMENT D CALIFORNIA ASSET MANAGEMENT TRUST INVESTOR AGREEMENT By signing this Investor Agreement ("Agreement"), the undersigned Public Agency ("Investor") agrees with California Asset Management Trust ("Trust") to the following: 1. Program Guide. Declaration of Trust. and By-Laws. Investor acknowledges that it has received and read a copy of the Program Guide, consisting of the Information Statement in Part I ("Information Statement") and additional information in Part II, in effect as of the date of this Agreement (collectively the "Program Guide"), the Declaration of Trust, in effect as of the date of this Agreement (the "Declaration of Trust"), and the By Laws, in effect as of the date of this Agreement ("By-Laws"). Unless otherwise stated, capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in the Declaration of Trust. 2. Investment. The Trust will sell to the Investor and the Investor will purchase shares of beneficial interest ("Shares"), which are part of a series of Shares issued by the Trust for Public Agencies that invest in the Trust but do not join the Trust as Participants ("Investor Shares Series"). 3. Representations and \Varranties. The Investor represents and warrants to the Trust as follows and acknowledges that the Investor has full knowledge that the Trust intends to rely on such representations and warranties and that such representations and warranties shall be deemed renewed with each purchase of the Shares of Investor Shares Series: (a) The rights, privileges, preferences and restrictions of the Investor Shares Series being purchased are subject to the terms of the Information Statement, the Declaration of Trust, the By- Laws, and this Agreement. (b) The Investor is duly organized and validly existing as a Public Agency of the State of California, as that term is defined in Sections 6500 and 6509.7(b) of the Act, as may be amended from time to time, and has full legal right, power and authority to enter into this Agreement to observe and perform its obligations hereunder and to invest its assets as provided herein; and by all necessary official actions the Investor has duly authorized and approved the execution hereof, the observance and performance of its obligations hereunder and the investment of its assets as provided herein. (c) This Agreement constitutes a legal, valid and binding obligation of the Investor enforceable against such Investor in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally. (d) The Investor has read carefully and understands the Program Guide, the Declaration of Trust and the By-Laws. (e) The Investor has been furnished any and all materials that it requested relating to the Trust, the offering of the interests in the Trust and the information contained in the Program Guide and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information. 01 (£) The Investor has been advised to consult with its own attorneys and tax advisors regarding the legal, regulatory, and tax matters concerning the Trust and the purchase of Shares of Investor Shares Series. (g) The execution and delivery of this Agreement and the completion of the transactions will not conflict with, or result in any violation of or default pursuant to, any provision of any governing instrument applicable to the Investor, or any agreement or other instrument to which it is a party or b y which it or any of its properties are bound or any permit, franchise, judgment, decree, statute, rule or regulation applicable to it or any of its properties. (h) All of the information that the Investor has furnished in this Agreement is correct and complete as of the date hereof, and if there is any material change in such information, the Investor will immediately furnish such revised and corrected information to the Trust. (i) The Investor agrees that the foregoing representations and warranties may be used as a defense in any action relating to the Trust or the offering of Shares issued by the Trust. G) The Investor represents and warrants to the Trust that all information provided by the Investor to the Trust is correct and complete as of the date of its execution of the Agreement. (k) The Investor represents and warrants to the Trust that the individual executing this Agreement on its behalf holds the title indicated below his/her name and that such individual is authorized in the name of and on behalf of the Investor to execute and deliver this Agreement. 4. Acknowledgements. The Investor acknowledges and agrees with the Trust that: (a) Neither the Shares nor the Trust are registered under the Securities Act or any other applicable securities laws in reliance upon the exemption from registration provided in Section 3 (a)(2) of the '33 Act, Section 2(b) of tl1e '40 Act, and applicable exemptions under securities laws of the State of California . The Investor understands that as of the date hereof the Trust does not intend to register the Shares under the '33 Act or the Trust itself under the '40 Act. (b) The Investor will indemnify and hold harmless the Trust, the Trustees, its officers and advisors in respect of all claims, actions, losses, costs, and damages resulting from any inaccuracy in any representations or breach of any warranties of the Investor contained in this Agreement. (c) The Investor undertakes to make all payments in respect of its purchase of the Shares of Investor Shares Series in accordance with the terms of the Program Guide. (d) The Investor agrees that the foregoing acknowledgements may be used as a defense in any action relating to the Trust or the offering of Shares of Investor Shares Series. 5. Miscellaneous. (a) Amendments. This A greement may be amended only with the approval or consent of the Trustees and the Investor. 0-2 (b) Governing Law; Severability. This Agreement shaD be construed in accordance with the laws of the State of Califomi.'l and, to the maximum extent possible, in such manner as to comply with all the provisions of the Act. If it is determined by a court of competent jurisdiction that any prQ\,ision of this Agreement is invalid under applicable law, such provision shall be ineffecti\'e only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. (c) Notices. All notices hereunder must be in accordance with Section 6.6 of the Declaration of Trust. (d) \X'aiver. No failure by any party hereto to insist upon the strict performance of anr covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shaD constitute a waiver of any such breach or any other covenant, duty, Agreement or condition hereof. (e) Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or proposal with respect thereto. IN WITNESS \'('HEREOF, the Invescor has executed this Investor Agreement on the date set forth below. This Il1vulor ."'Jgmmtlll shall 1101 be binding on Ihe T mSllllllm and III/IiI il has bml dllb t.Yecllled below 0' all 1I11lhori"ed reprewltative if the T msl. INVESTOR ON BEHALF OF THE City of San Rafael ~:m'.~·) Title: _....IC'''''jL..lt~y~r1L101.a.!..!.n.!o!.a~gel::..r7-_________ _ Date:_~661---..L...:d~-{~V ________ _ CALIFORNIA ASSET MANAGEMENT TRUST By:<2~~ Name: t'A-t<AH M~ Title: Secretary Date: MIt'l3/, ~PI<Y D -3 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Finance Project Manager: Nadine Hade Extension: 3062 Contractor Name: PFM Asset Manager, LLC Contractor's Contact: Jeremy King; Monique Spkye Contact's Email: kingj@pfm.com;spykem@pfm.com o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael,org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance nqtice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to en ter a c1ate. 4/7/2018 4/12/2018 4/12/2018 Click here to enter a date. 0 N/A Or 5/7/2018 6/8/18 ~I J~/~ b l fJII ~ , N \A REVIEWER Check/Initial 0 IZI IZI LG IZI LG N/A IZI IZI I }.j-- .. 1./ ~ D v 'd<.YIC