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HomeMy WebLinkAboutContracts & Agreements_198-2022DocuSign Envelope ID: 882CE890-36AB-4326-A4D0-AAD763C675FE 0090 r Is City Manager's Of,, S E P 2 7 2022 September 22, 2022 Received VIA Federal Express City of Redlands 35 Cajon Street Suite 200 Redlands, CA 92373 Attn: Legal Department RE: STN Money Markets Access Agreement dated April 2, 2008 by and between FIS Brokerage & Securities Services LLC (formerly SunGard Brokerage & Securities Services LLC, successor -in -interest by merger to SunGard Institutional Brokerage Inc.) and City of Redlands FIS Brokerage & Securities Services LLC ("FIS") and City of Redlands ("CR") previously entered into the STN Money Markets Access Agreement dated April 2, 2008 (the "Agreement"). Pursuant to Section 9 of the Agreement, this Agreement may be terminated by either party at any time, by electronic or other written notice to the other party. FIS is hereby providing written notice of termination of the Agreement. If you have any questions or require further assistance, please contact FB S S. Contracts (iDftsglobal.com. Sincerely, FIS Brokerage & Securities Services LLC P, EDocu5igned by: 6E99820CEAE84AA._ U Brian P. Madigan Authorized Signatory 2100 Enterprise Ave - Geneva, IL 60134 • 630-482-7100 tel - www.fisglobal.com FIS Execution Services and FIS Global Network services offered through FIS's Trading & Compliance Group within the United States and Canada are provided by FIS Brokerage 8 Securities Services LLC, Member NYSE, FINRA, SIPC. TRANSACTION N13TWORK STN Money Markets ACCESS AGREEMENT Please read carefully the following terms and conditions associated with your organization's use of STN Money Morkefs. To agree to them, please sign this Agreement and fax it to Customer Service at 914-422-3693. Please provide A on the last page the names of individual users who wish to regisder to use rke Platform, Please note that the Platform may be modified by SunGard Institutional Brokerage Inc. ("SIBI" or "we') from time to time in its sole discretion. Ifso modified, we will post and maintain a notice thereofon the STN Money Markets maims t o home page. Your use of the Platform after the posting of modifications will constitute your acceptance of these modifications. As used in this Ag Bement, the terms 'you "and "your,, refer to each individual user ofthe Platform, the represents. Certain terms agnature page, and organization named in the si, unless the context otherwise requires -,any organization that such user re defined at the end of this Agreement 1. PLATFORM. Effective upon its approval of you as an eligible investor for the Platform, SIBI hereby non-exclusive, non -transferable, limited license to use the Platform for your sole use. The Platform is not intended or Permitted to be used b an grants to you a Y Y person or entity in any jurisdiction or country where such use would be contrary to law. 2. AUTHORITY AND STATUS OF USER, Asa user of the Platform, you represent that you have full authority to enter into and perform this Agreement, including on behalf of your employer or other entity that you represent, and that such entity and each employee or agent thereof who uses the Platform shall be bound by this Agreement. You represent that you are, and each account (if any) on whose behalf you act is, an Institutional Accredited Investor, as of the date hereof and each time you gain access to the Platform. You further represent that you have such knowledge and experience in financial and business matters that you are capable of evaluating the economic risk associated with each purchase you make on the Platform, and that each account for which you make such a purchase will be able to bear such risk. If you are eligible to use the Platform to conduct transactions in 4(2) Securities, you acknowledge and agree, as of the date hereof and each time you purchase 4(2) Securities, that (i) you will only purchase 4(2) Securities Securities whit maturity and not with the iwith the intent of holding such 4(2) purchase over the Platform have not been ntent to engage in a distribution of 4(2) Securities and (ii) any 4(2) Securities you and may not be offered registered under the Securities Act of 1933, as amended (the "Securities Act") , registration under the Sec sold in the United States or to United States persons except in transactions that are exempt fromurities Act. 3. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. (a) Except as specifically set forth in this Agreement, SIBI does not make, and you expressly waive, any representations or warranties of any kind, either express or implied, Including implied warranties or representations of merchantability and fitness for a particular purpose or arising from a course of dealing, trade practice, relating to the Platform, the Products or any matter pertaining thereto, including, without limitation, the services of SHiI, the facilities used to Support usage, or the Platform or the results to be achieved from the use thereof. (b) You agree that any Claims by third parties based on your use of or access to, or inability to use or access, the responsibility li the the SEBI Pe or services provided in connection with this Agreement, will be your responsibility and not the responsibility of the SIBI Persons or the Sellers (except, in the case of Sellers, to the extent relating to any action or inaction of the relevant Seiler), and you agree to indemnify and hold harmless the SIIII Persons and the Sellers therefrom, (c) SIBI agrees to indemnify you and hold you harmless from and against all Claims to the extent such Claims arise out of your proper and authorized use of the Platform and result from SIBI'sr the operation and maintenance of the Platform; or iimaterial infringement of any U.S, patent co Ogross negligence or willful misconduct in other proprietary right of any third a ( ) applicable infringement claim is initiated' against youat2(l) you give written notice to SIBI within ten (10) days after any pyright, trade secret ) SI has sole control the defense and ofr settlement of any such Claim, provided, however, that SIDI�will not make any aodmiss on of liability or any other s tatement for on Page 1 of 5 SIN Money Markets Your behalf or enter into any settlement or other agreement, the terms of which would bind you, without first Access Agreement gr e ent Your written consent, an you provide SIBI with reasonable nonanonetary assistance, information and authority necessary to perform the above, and (4) any such Claim does not arise from an unauthorized or improper use of the Platform or by the asp, operation in emencombt nation of the Platform with programs, data, equipment or materials not provided by SIBL If any applicable infringement claim under clause (ii) above is initiated, or, in SIBI's sole opinion, is likely to be initiated, then SIBI shall have the option, at its expense, to modify or replace all or the infringing part of io the Platform so that it is , t longer infringing, provided that the system fimctionality does not change in any material adverse respect, or procure for you the right to continue using the infringing part of the Platform. (d) Except for Claims subject to SIBI's indemnification obligations set forth in paragraph (c} above or arising as a result of SIBI's gross negligence or willful misconduct in the operation and maintenance of the Platform, or SIBI Person shall have any liability hereunder to you or any other person for Claims of any kind arising out of this Agreement or your use of the Platform (e) Notwithstanding any other provision of this Agreement, under no circumstances shall any SIBI Person have any liability to you hereunder (i) for any Claims involving specialpunitive, exemplary, indirect, incidental or consequential , damages or losses (including trading or investment losses and lost profits or business opportunities), even if foreseeable; or (ii) to the extent that the aggregate liability with respect to any Claim exceeds the Fees paid to SIBI 'in connection with the transaction(s) that is the specific subject of such Claim You acknowledge that pricing and other aspects of this Agreement reflect and are in consideration of the risk allocation effected by this Agreement. 4. ADDITIONAL AGREEMENTS. You agree and acknowledge that (i) SIBI is providing you solely with access to the Platform and neither is, nor will ever be deemed to be, a party to any transaction on the platform, P warranties or representations whatsoever with respect to (x) any Sellers of the Products, (y) the Protductss posted on the Bf makes no Platform or (z) any information, rates, credit ratings or other materials posted on the Platform relating to any Seller or Products, (iii) you will look solely to the applicable Seller (and not SIBI) with regard to any disputes arising out of any transactions you execute through the Platform, (fv) you will make your own independent decisions to enter into a transaction through the Platform and as to whether that transaction is appropriate or proper for you based upon your own judgment and upon advice from such advisors as you deem necessary (you agree that SIBI inot acting as your fiduciary in s this regard), and (v) each time you purchase a Product on the Platform, you will be deemed represent that you have been given an opportunity to review information about the Product and the Seller and to investigate such matters relating to the Product and the Seller as you consider necessary. Furthermore, you agree (a) to abide by and perform all your obligations to Sellers arising from the transactions you effect through the Platform, (b) to allow only authorized users to access the Platform, (c) not to allow authorized personnel physically located outside of the United States to access the Platform without the prior approval of SIBI and (d) to comply with all laws, regulations, and orders pertaining to the Platform and the Products. 5. INTELLECTUAL PROPERTY SIBI exclusively owns and shall retain all right, title and interest in and to the Platform, including all intellectual property rights therein, mid you acquire absolutely no rights or licenses thereto other than the limited rights expressly granted to you in this Agreement. For the avoidance of doubt, SIBI shall not, and shall have no right to use or disclose in any manner, except as may be required by law, the FINRA or any other self regulating organization for securities brokers, any and all trade information and trade data arising out of securities transactions for which you use the Platform and all aggregate or derivative information therefrom (the "Platform Data") provided, however, SIBI may include the amount of your assets traded, number of trades by you and similar information in total assets, number, of trades and other aggregate information of all customers on the platform for marketing purposes so long as your anonymity is maintained and your data is separately not disclosed. You may not copy, re database or publish any part of the Platform except produce, distribute, store in a including Platform Data. data and information of yours relating to your own transactions, 6. CONFIDENTIALITY, The patties shall keep confidential from third parties all information relating to the Platform and this Agreement (including the terms and conditions hereof and any potential dispute or resolution thereof), except as follows: i) as may be required by law or legal or regulatory process; or ii) as to information which is in, or comes into, the Public domain other than by a breach of this Agreement. For the avoidance of doubt, the foregoing shall not apply to Platform Data disclosed by SIBI in a manner not in with paragraph 5 above. 7. USE OF LINKS. Any links to other websites on the Platform are provided only as a convenience amid without liability or endorsement, and you access the linked websites at your own risk. 8. FORCE MAJEURE, Neither party shall be liable for failure to perform or loss or damage resulting from any cause beyond its reasonable control, including but not limited to: (i) network failures or capacity limitations, (ii) compliance with Laws that delays or restricts performance hereunder, or (iii) acts of God, acts or omissions of third parties, acts or omissions Page 2 of 5 t. m n.o7 SIN Money Markets Access Agreement Of the other party, acts of civil or military authority, labor disputes (other than those involving such party,a own personnel), fires, embargoes, war or riot. SIBI may suspend or terminate your access to the Platform as and to the extent SIBI may determine necessary to ensure compliance with applicable Law. 9. TERMINATION. This Agreement, and therefore your access to and use of the Platform maybe term rated by you or by SIBI at any time, by electronic or other written notice, without liability to one another except for any transaction or other action which occurred prior to such termination. Paragraphs 3, 5, 6 and 11 of this Agreement shall survive its termination. 10. MISCELLANEOUS. This Agreement (i) shall be governed by the laws of the State of New York, without reference to conflict of laws principles; (ii) may not be assigned by either you or SIBI without the other's prior written consent, provided that SIBI may assign all of its rights and obligations under this Agreement to any parent, wholly -owned subsidiary or other affiliate (including a successor entity in the event of a merger or acquisition); (Hi) constitutes the entire agreement and understanding between us with respect to its subject matter; and (iv) in the event that one or more of its provisions are held to be invalid or unenforceable, shall remain valid and enforceable in all other respects. There are no third party beneficiaries under this Agreement other than the SIBI Persons and the Sellers to the extent specified herein. 11. LEGAL PROCESS; JURISDICTION. You hereby agree to submit to the personal jurisdiction of and venue in the state and federal courts located in or having jurisdiction over New York County, New York and further agree that any cause of action you may bring arising out of or relating to this Agreement shall be brought by you exclusively in such courts. 12. ADDITIONAL SERVICES. SIBI may add additional services and products to the Platform, SIBI reserves the right at any time to charge fees for access to or use of the Platform and the Products; h SIBI obtains your express prior agreement to pay such fees. owever, you will not be charged unless 13. PUBLICITY. The parties agree that, notwithstanding any other provision of the Agreement to the contrary, (i) the parties shall agree upon the language of a press release staring that the parties have entered into this Agreement and the general subject matter thereof and that press release shall be issued within 60 days of the execution of this Agreement and 0i) SIBI shall be free to use your name on SIBI's client list, and you are free to use the name of SIBI on your vendor list. Neither party may otherwise disclose the content of this agreement or otherwise use the other parry's name or marks in any press releases or other public announcement without the other party's prior written consent, which shall not be unreasonably withheld. CERTAIN DEFINITIONS: "Certificates of Deposit" means any note, savings certificate or similar financial instrument, including time deposits, the offer and sale of which is exempt from registration under the Securities Act. "Claims" means liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including without limitation reasonable fees and disbursements of counsel) or judgments of whatever kind or nature, "Commercial Paper" means commercial paper, including short term unsecured promissory notes, the offer and sale of which is exempt from registration wider the Securities Act. "Fee" means the compensation received by SIBI from the Sellers as a result of transactions in the Products via the Platform Specific details regarding the Fees received by SIBI may be obtained from SIBI upon request. "4(2) Securities" means those Products, the offer and sale of which are effected in such manner as to be exempt from registration pursuant to Section 4(2) of the Securities Act. "Institutional Accredited Investor" means an "accredited investor" as described under Rule 501(a)(1) — (3) or (7) of Regulation D under die Securities Act or any entity in which all of the equity owners are such accredited investors. "Laws" means any statute, regulation, decision, order or rule of any court, governmental body, regulatory agency or self - regulatory organization. "Money Market Funds" means registered investment companies, or series thereof, each of which meets the conditions of Paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 under the Investment Company Act of 1940, as amended. "Platform" means SIN Money Markets, the electronic, web -based platform for the execution of transactions directly with Sellers de s regardingtes of Deposit, Commercial Paper and similar short-term debt securities, and for the electronic renting at orders regarding shares of Money Market on by and similar investment company securities to SIBI's trading desk located in White Plains, NY for manual executor by qualified SIBI representatives directly with the Sellers of such securities, or any successor site, as the same may be upgraded, modified or improved from tittle to time. "Products" means Commercial Paper, Certificates of Deposit, Money Market Funds and similar short-term debt or investment company securities and related services as may be offered via die Platform from time to time. Page 3 of 5 tnt.m STN Money Markets "Seller" means an issuer, Access Agreement oducts off red via the slB Fee. or its affiliate Prescient Markets, Inc-, regarding such Seller's use oflthe Platforatform m to offs has entered Prods ct generally forta Pee. "SIBI Persons" means SIBI, Prescient Markets, Inc. and their respective affiliates and their respective officers, directors, shareholders, employees or agents and providers of information or services relating to the Platform Page 4 of 5 1. 1 t.o7 SIN Money Markets Access Agreement perating cer, Robert K Ward, shall sign electronically using the SunGard Signix SIBlature I Oer Page. he digital signature is deemed legally binding and references th this agreement. SunGard Institutional Brokerage, Inc. Ci of Red' (Investor or Leg" a e) By: Name: on Ha' son Title: Mayor Address: 35 Cajon Street, Suite 200 Address: P.O. Sox 3005 (mailing) City, State: Redlands, CA Zip Code: 92373 Telephone: (909) 798-7533 Date: March 4, 2008 Attest: v *Loieoye CLty Clerk Please indicate below additional users who wish to register: ADDITIONAL USERS: (SunGard Institutional Brokerage Inc. will call to complete their registration) 1. Judy Sacobson, Interim Revenue Manager 909 798-7544 (telephone number) 2. Tina Kundie Finance Director (909) 798-7543 (telephone number) 3. Tom Steele Asst, Finance Director(909 335-4775 (telephone number] 4. (telephone number) 5. (telephone number) 6. 7. (telephone number) (telephone number) 8. (telephone number) 9. (telephone number) 10. (telephone number) (telephone number) Page 5 of 6 t. t t.o7 STN Money Markets 12. (telephone number) Access Agreement Page 6 of 6 1,11,07 Client Information Form ("CIF") Buy Side/SIBI (Version 2007.1) SUNGARD INSTITUTIONAL BROKERAGE INC. NOTICE TO CLIENTS In order to meet our Regulatory and Business requirements relating to Anti -Money Laundering, terrorism, organized crime activities and Know Your Customer rules, SunGard Institutional Brokerage Inc. ("SIBI"), member NASD/SIPC, requires that all our clients complete the attached Client Information Form ("CIF"). This form provides SIBI with the necessary identifying information for your firm and assists us in identifying each entity that opens an account/establishes a relationship With SIBI for the provision of a product and/or service (i.e., the use of SunGard Transaction Network). As an industry participant, you may already be subject to, or familiar with the regulations/obligations regarding Know Your Client ("KYC"), Anti -Money Laundering ("AML") and Customer Identification Programs ("CIP"), instructions This form must be completed and returned, together with all supporting documentation, prior to your receipt of any product or services from SIBI. If you are unsure how to answer a certain section/question on this form or, if you are unsure what you must provide in response to a specific request, please contact your STN representative directly. Incompletellnadequate responses may delay the processing of your contract/agreement. All Sections of this form must be completed. !f you feel #hat a certain section and/or question is not applicable to your organization, plea and provide a brief explanation as to why it does se answer as "N/A" not apply #o your firm. All interns! parties listed below shall sign electronically Cover using the Sun Gard Signix Signature Page, Tlae digital signatures are deemed legally binding, as dated on the Signature Cover Page, and reference this agreement. Contract Type: Securities O Funds O Money Markets O Other (list): STN Representative (completeness review); Signature: Date: Compliance (principal approval): Signature: Date: Page 1 of 5 Confidential 0310812007 Client Information Form ("CIF') Buy Side/SIBI (Version 2007.1) E us Documents Com lianpe Per Si nature a e Municipality within the state of California. The City of Redlands, California, was settled in 1881 and incorporated in 1888. and state grants Page 2 of 5 Confidential 03/08/2p07 Client Information Form Buy Side/SIBI (Version 2007,1) SEGTION III CLIEN ; ER FICATION The US Patriot Act, and NASD Anti -Money Laundering regulations require us to obtain certain information in order to verify the identity/existence of your firm. Providing the information below will assist us in meeting this request and in com letin9 the verification process. Are you a registered entity regulated by the NASD/SEC? O Yes X No Are you a registered entity regulated by the FDIC/OCC/OTS? CI Yes X No Are you a registered entity regulated by the Federal Reserve? O Yes X No Other registration and/or regulatory oversight (list): Please list any applicable identification numbers assigned to your firm by the NASD, SEC, FDIC, OCC, OTS, etc. (include which agency belongs to the identifler(s) provided below): ___. _. _........ If you answered "yes" to any of the Client Verification questions in Section III above and your registration is at the federal level, please move on to Section V below. If you have answered "no" to all of the Client Verification questions in Section III above and/or, your registration/oversight is at the state level, please supply one of the following documents as verification. (Provide at least one, when applicable.) 0 Articles of Incorporation O Company Charter O By Laws O Other (list/exolail SECTION V. CONTACT lERSONS (Note:" Provide ?ll requested contacts, where applicable, as well as any others deemed necessary) n ffC Name: Tina T. Kundig Title: Director of Finance Email address: tkundiorc�citvofredlands org Phone: (909) 798-7543 Name: Thomas M. Steele Title. Asst. Director of Finance Email address: tsteele@cityofredlands.org Phone: (909) 335-4775 Name: Judy Jacobson "acobson@cityofrediands.or Title: Interim Revenue Manager Email address: Phone: (909) 798-7544 Name: Title: Email address: Phone: Name: Title: Email address: Phone: Name: Title: Email address: Phone: $Name: Title. Email address Phone: Panes .R of 5 ' v�rrnuuMidl 0310612007 Client Information Form ("CIF") Buy Side/SIB] (Version 2007.1) SECTION VI �� AUTHORIZED PERSONS/TRADERS�� Authorized persons are the individuals who are authorized to "transact business on behalf of your firm". This may include, but is not limited to, those who have been authorized to (1) conduct transactions in your account, on behalf of the account owners, and/or (2) those who are allowed to make adjustments, on your firm's behalf, to the account/services offered through your relationship with SIBUSTN. Please list all authorized persons and note that we cannot accept orders (where applicable) or affect any changes to your services/account from any individuals that do not appear on this list and/or the list provided in Section V — Contact Persons. IMPORTANT NOTICE (Money Market and Funds Clients Only): For Money Market Clients: Please note that all access will be "view only" if no selection is made. Additionally, please indicate the person(s) that you would like to have administration rights to manage your user group. For Funds Clients: Please provide the access you would like each authorized person to have. Full Access to funds list & participant count administration (which includes authorization to act on firm's behalf in trading activities) or, individual access. Name: Judy Jacobson Title: Interim Revenue Mans er Email address: Jacobson cit ofredlands.or Phone: 909 798-7544 -Money Markets Only: Access Authorization: X Trading 7IViewOnly X User Administration Funds Only: X Full Access O Funds List Access O Participant Count Administration Access Name: Tina Kundig Title: Director of Finance Email address: tkundi @ci ofredlands.or Phone: 909 798-7543 Mone Markets Onl : Access Authorization: X Trading MViewOnly x User Administration Funds Onl : x Full Access O Funds List Access O Participant Count Administration Access Name: Tom Steele T5AAAsst.eMFmanceeEmail address: tsteele cit ofredlands,or P3Mone Markets Onl : Access Authorization: x TradiOinistrationFunds Onl : XFullAccess istAccessnttion AccessName: TEmail address: PMone Markets Onl : Access Authorization: O Tradministration Funds Only: O Full Access ❑ Funds ListAccess O Participant Count Administration Access Name: Title: Email address: Phone: Mone Markets On : Access Authorization: O Trading O View Only O User Administration Funds Only: O Full Access O Funds List Access O Participant Count Administration Access Note: If you run out of room, please preare a supplemental list and attach it to this document as an exhibit. Client acknowledges it has the primary relationship with its participants/clients, and therefore, the Client is in the best position to know (1) the participant/client's identity, (2) the participant/client's source of funds, (3) the participant/client's intention for those funds, and (4) whether any particular transaction is unusual or suspicious for that particular participant/client. Client, as such, is obligated to reasonably identify and verify the identity of its participants/clients and the source of the participant/client funds. The Client must also satisfy itself as part of its customer identification program (CIP) that opening the account with the participant/client would not violate the provisions of regulations administered by the US Page 4 of 5 Confidential 0310812007 Client Information Form ("CIF") Buy Side/SIB[ (Version 2007,1) " If you are not subject to the USA Patriot Act you may answer this section as Not Applicable ("N/A"). However, you must complete the AML questionnaire (SECTION Wil below) as well as provide a brief summary of your current AML/KYC (Know your Customer) program, including your firm's client identification policies, in the "Notes" Section following the AML questionnaire, Client represents and warrants (1) it has a CIP consistent with the USA Patriot Act rules and regulations, (2) it will certify annually to SIB[ that it has implemented an AML program and, (3) it will perform the requirements as set forth in its AMUCIP program. KE to prevent(detect money firm audited annually for compliance with AML laws and an established method at your firm for reoortina susnlni Yes G a ro na[e authorities? -"""' Yes [] I Does your firm have a policy to ensure that reasonable steps are taken to obtain information about the trueeidentity of your customers? Yes ❑ I If your company does not have written policies at this time, do you plan to develop written policies? If "yes" please also provide the date as to when your policies will be Yes ❑ completed ra stl. 6e;4` r _ Not applicable The City of Redlands does not represent third Party in our to -investment activities. All trading will be for the sole benefit of City of Red al participants and all assets on he STN money market portal are strictly those of The ON of Redlands As part of the contract review and client identification process, it is required that your firm provide documentation to evidence that the individual(s) completing this form, and your STN LAgreement, istare authorized to do so on behalf of your firm. Provide one of the following: Corporate Resolution O Corporate Minutes ©Board of Directors Minutes ther (list/explaln} Request for Council Action To the best of my knowledge, the Information provided in this questionnaire is true and correct as of the date indicated below. Signed: Name: _,_Tina T. Kundig Title: `Finance Director Date: _March 14, 2008 Page 5 of 5 Confidential 03/08/2007