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HomeMy WebLinkAboutAGMT - New York Mellon Trust Company (Custoday Agreement) CUSTODY AGREEMENT (U.S.Securities) AGREEMENT, dated as of DI•ILI•2-0l5 between //dry or ffL l3mot ("Customer") and The Bank of New York Mellon Trust Company,National Association("Custodian"). ARTICLE I DEFINITIONS Whenever used in this Agreement,the following words shall have the meanings set forth below: I. "Authorized Person" shall be any person, whether or not an officer or employee of Customer, duly authorized by Customer to give Oral and/or Written Instructions on behalf of Customer, such persons to be designated in a Certificate of Authorized Persons which contains a specimen signature of such person. 2. "BNYM Affiliate"shall mean any office,branch or subsidiary of The Bank of New York Mellon Corporation. 3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities,its successors and nominees. 4. "Business Day" shall mean any day on which Custodian,Book-Entry System and relevant Depositories are open for business. 5. "Depository" shall include the Depository Trust Company and any other securities depository or clearing agency (and their respective successors and nominees)registered with the Securities and Exchange Commission or otherwise authorized to act as a securities depository or clearing agency. 6. "Oral Instructions"shall mean instructions received verbally by Custodian. 7. "U.S.Securities" shall include,without limitation, common stock and other equity securities,bonds,debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive,purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in the Book-Entry System, a Depository or on the books of the issuer). 8. "Written Instructions" shall mean written communications actually received by Custodian by S.W.LF.T., tested telex, letter,facsimile transmission,email or other method or system specified by Custodian as available for use in connection with the services hereunder. ARTICLE II APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS AND WARRANTIES I. Customer hereby appoints Custodian as custodian of all U.S.Securities and cash at any time delivered to Custodian during the term of this Agreement,and authorizes Custodian to hold U.S. Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts in the name of Customer(collectively,the"Account")in which it will hold U.S. Securities and cash as provided herein. 2. Customer hereby represents and warrants,which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each Oral or Written Instruction given by Customer,that: (a) Customer is duly organized and existing under the laws of the jurisdiction of its organization,with full power to carry on its business as now conducted,to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized,executed and delivered by Customer,constitutes a valid and legally • binding obligation of Customer,enforceable in accordance with its terms,and no statute,regulation,rule,order,judgment or contract binding on Customer prohibits Customer's execution or performance of this Agreement; and (c) Either Customer owns the U.S. Securities in the Account free and clear of all liens, claims, security interests and encumbrances (except those granted herein) or, if the U.S. Securities are owned beneficially by others, Customer has the right to pledge such U.S. Securities to the extent necessary to secure Customer's obligations hereunder, free of any right of redemption or prior claim by the beneficial owner. Custodian's security interest pursuant to Article V hereof shall be a first lien and security interest subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party(other than specific liens granted preferred status by statute),and Customer shall take any and all additional steps which are required to assure Custodian of such priority and status, including notifying third parties or obtaining their consent to,Custodian's security interest. ARTICLE III CUSTODY AND RELATED SERVICES 1. Subject to the terms hereof,Customer hereby authorizes Custodian to hold any U.S. Securities received by it from time to time for Customer's account. Custodian shall be entitled to utilize the Book-Entry System and Depositories to the extent possible in connection with its performance hereunder. U.S. Securities and cash deposited by Custodian in the Book-Entry System or a Depository will be held subject to the rules,terms and conditions of the Book-Entry System or such Depository. Custodian shall identify on its books and records the U.S. Securities and cash belonging to Customer,whether held directly or indirectly through the Book-Entry System or a Depository. U.S. Securities and cash of Customer deposited in the Book-Entry System or a Depository will be represented in accounts which include only assets held by Custodian for its customers. 2. Custodian shall furnish Customer with a monthly summary of all transfers to or from the Accounts and Customer hereby waives hardcopy paper advices unless rescinded by written request. Customer may elect to receive advices, confirmations, reports or statements electronically through the Internet to an email address specified by it for such purpose. By electing to use the Internet for this purpose, Customer acknowledges that such transmissions are not encrypted and therefore are insecure. Customer further acknowledges that there are other risks inherent in communicating through the Internet such as the possibility of virus contamination and disruptions in service, and agrees that Custodian shall not be responsible for any loss, damage or expense suffered or incurred by Customer or any person claiming by or through Customer as a result of the use of such methods. 3. With respect to all U.S. Securities held in the Account,Custodian shall,unless otherwise instructed to the contrary: (a) Receive all income and other payments and advise Customer as promptly as practicable of any such amounts due but not paid; (b) Present for payment and receive the amount paid upon all U.S. Securities which may mature and advise Customer as promptly as practicable of any such amounts due but not paid; (c) Forward to Customer all information or documents that it may receive from an issuer of U.S. Securities which,in the opinion of Custodian,are intended for the beneficial owner of U.S. Securities; (d) Execute,as custodian,any certificates of ownership,affidavits,declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (e) Hold directly,or through the Book-Entry System or a Depository,all rights and similar U.S. Securities issued with respect to any U.S. Securities credited to the Account hereunder;and (0 Endorse for collection checks,drafts or other negotiable instruments. 4. (a) Custodian shall notify Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that Custodian has received,from the issuer or the relevant Depository, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice,Custodian shall have no liability for failing to so notify Customer. (b) Whenever U.S. Securities(including,but not limited to,warrants,options, tenders, options to tender or non-mandatory puts or calls)confer optional rights on Customer or provide for discretionary action or alternative courses of action by Customer,Customer shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive Customer's Written Instructions at Custodian's offices,addressed as Custodian may from time to time request,not later than noon(California time)at least two (2) Business Days prior to the last scheduled date to act with respect to such U.S.Securities (or such earlier date or time as Custodian may notify Customer). Absent Custodian's timely receipt of such Written Instructions,Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such U.S. Securities. 5. Custodian will make available to Customer proxy voting services upon the request of, Customer in accordance with terms and conditions to be mutually agreed upon by Custodian and Customer. 6. Custodian shall promptly advise Customer upon its notification of the partial redemption,partial payment or other action affecting less than all U.S. Securities of the relevant class. If Custodian or Depository holds any such U.S. Securities in which Customer has an interest as part of a fungible mass,Custodian or Depository may select the U.S. Securities to participate in such partial redemption,partial payment or other action in any non-discriminatory mariner that it customarily uses to make such selection. 7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal,state or local government or agency securities unless explicitly agreed to by Custodian in writing. 8. To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. Customer understands that certain pricing information with respect to complex financial instruments(e.g.,derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for particular Securities or other property, an Authorized Person may advise Custodian regarding the fair market value of,or provide other information with respect to, such Securities or property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder. 9. As an accommodation to Customer, Custodian may provide consolidated recordkeeping services pursuant to which Custodian reflects on Account statements Securities not held in Custodian's vault or for which Custodian or its nominee is not the registered owner("Non-Custody Securities"). Non-Custody Securities shall be designated on Custodian's books as "shares not held" or by other similar characterization. Customer acknowledges and agrees that it shall have no security entitlement against Custodian with respect to Non-Custody Securities, that Custodian shall rely, without independent verification, on information provided by Customer regarding Non-Custody Securities (including but not limited to positions and market valuations) and that Custodian shall have no responsibility whatsoever with respect to Non-Custody Securities or the accuracy of any information maintained on Custodian's books or set forth on account statements concerning Non-Custody Securities. 10. From time to time Custodian may make available to Customer or its agent(s) certain computer programs, products, services, reports or information (including, without limitation, information obtained by Custodian from third parties and information reflecting Custodian's input, evaluation and interpretation (collectively, "Tools"). Tools may allow Customer or its agent(s) to perform certain analytic,accounting, compliance, reconciliation and other functions with respect to the Account. By way of example, Tools may assist Customer or its agent(s) in analyzing the performance of investment managers appointed by Customer, determining on a post-trade basis whether transactions for the Account comply with Customer's investment guidelines,evaluating assets at risk,and performing account reconciliations. Tools may be used only for Customer's internal purposes, and may not be resold,redistributed or otherwise made available to third parties. Tools are the sole and exclusive property of Custodian and its suppliers. Customer may not reverse engineer or decompile any computer programs provided by the Custodian comprising, or provided as a part of, any Tools. Information supplied by third parties may be incorrect or incomplete,and any information,reports,analytics or other services supplied by Custodian that rely on information from third parties may also be incorrect or incomplete. All Tools are provided"AS IS",whether or not they are modified to meet specific needs of Customer and regardless of whether Custodian is compensated by Customer for providing such Tools. CUSTODIAN DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, CUSTODIAN AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE, DAMAGE, LIABILITY OR CLAIM SUFFERED OR INCURRED BY CUSTOMER, ITS AGENT(S)OR ANY OTHER PERSON AS A RESULT OF USE OF,INABILITY TO USE,OR RELIANCE UPON ANY TOOLS. 11. With respect to Securities issued in the United States, the Shareholders Communications Act of 1985 (the "Act") requires Custodian to disclose to the issuers, upon their request, the name,address and securities position of its customers who are(a) the "beneficial owners" (as defined in the Act) of the issuer's Securities, if the beneficial owner does not object to such disclosure, or (b) acting as a "respondent bank" (as defined in the Act) with respect to the Securities. (Under the Act, "respondent banks" do not have the option of objecting to such disclosure upon the issuers' request.) The Act defines a"beneficial owner"as any person who has, or shares,the power to vote a security(pursuant to an agreement or otherwise),or who directs the voting of a security. The Act defines a "respondent bank" as any bank, association or other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for safekeeping with a bank,such as Custodian. Under the Act, Customer is either the "beneficial owner" or a"respondent bank." [X] Customer is the"beneficial owner," as defined in the Act,of the Securities to be held by Custodian hereunder. [ ] Customer is not the beneficial owner of the Securities to be held by Custodian,but is acting as a"respondent bank,"as defined in the Act,with respect to the Securities to be held by Custodian hereunder. IF NO BOX IS CHECKED, CUSTODIAN SHALL ASSUME THAT CUSTOMER IS THE BENEFICIAL OWNER OF THE SECURITIES. For beneficial owners of the Securities only: [ ,] Customer objects lY•[�t Customer does not object to the disclosure of its name, address and securities position to any issuer which requests such infomnation pursuant to the Act for the specific purpose of direct communications between such issuer and Customer. IF NO BOX IS CHECKED,CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY WRITTEN INSTRUCTION FROM CUSTOMER, ARTICLE IV PURCHASE AND SALE OF U.S. SECURITIES; CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of U.S. Securities by Customer,an Authorized Person shall deliver to Custodian Written Instructions specifying all information necessary for Custodian to settle such purchase or sale. Custodian shall account for all purchases and sales of U.S. Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Customer understands that when Custodian is instructed to deliver U.S. Securities against payment,delivery of such U.S. Securities and receipt of payment therefore may not be completed simultaneously. Customer assumes full responsibility for all credit risks involved in connection with Custodian's delivery of U.S. Securities pursuant to instructions of Customer. 3. Custodian may,as a matter of bookkeeping convenience or by separate agreement with Customer,credit the Account with the proceeds from the sale,redemption or other disposition of U.S. Securities or interest,dividends or other distributions payable on U.S. Securities prior to its actual receipt of final payment therefore. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be"final" until Custodian shall have received immediately available funds which under applicable law or rule are irreversible and not subject to any security interest, levy or other encumbrance,and which are specifically applicable to such transaction. ARTICLE V OVERDRAFTS OR INDEBTEDNESS If Custodian in its sole discretion advances funds to Customer or there shall arise for whatever reason an overdraft in the Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions or funds transfers) or if Customer is for any other reason indebted to Custodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby agrees that Custodian shall have a continuing lien and security interest in, and right of set-off against, all U.S. Securities, money and other property now or hereafter held in the Account (including proceeds thereof), and any other property at any time held by it for the account of Customer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee under common law and a secured party under the applicable Uniform Commercial Code and any other applicable laws,rules or regulations as then in effect. ARTICLE VI CONCERNING CUSTODIAN • 1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims including attorneys'and accountants' fees (collectively, "Losses") incurred by or asserted against Customer,except those Losses arising out of the negligence or willful misconduct of Custodian. Custodian shall have no obligation hereunder for Losses which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or issuer of Securities. In no event shall Custodian be liable to Customer or any third party for special, indirect or consequential damages, or lost profits or loss of business,arising in connection with this Agreement. (b) Customer agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction,or arising out of Custodian's performance hereunder,including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by Customer;provided,that Customer shall not indemnify Custodian for those Losses arising out of Custodian's negligence or willful misconduct. This indemnity shall be a continuing obligation of Customer,its successors and assigns,notwithstanding the termination of this Agreement. 2. Without limiting the generality of the foregoing,Custodian shall be under no obligation to inquire into,and shall not be liable for,any losses incurred by Customer or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid U.S.Securities,or U.S. Securities which are otherwise not freely transferable or deliverable without encumbrance. 3. Custodian may,with respect to questions of law specifically regarding the Account,obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice. 4. Custodian shall be under no obligation to take action to collect any amount payable on U.S. Securities in default,or if payment is refused after due demand and presentment. 5. Custodian shall have no duty or responsibility to inquire into, make recommendations,supervise,or determine the suitability of any transactions affecting any Account. 6. Customer shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as may be applicable. Customer shall reimburse Custodian for all costs associated with the conversion of Customer's U.S. Securities hereunder and the transfer of U.S. Securities and records kept in connection with this Agreement. Customer shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder. Custodian may debit the Account for amounts payable hereunder which remain in arrears for over 60 days. 7. In addition to the rights of Custodian under applicable law and other agreements, at any time when Customer shall not have honored any and all of its obligations to Custodian, Custodian shall have the right without notice to Customer to retain or set- off, against such obligations of Customer, any U.S. Securities or cash Custodian or a BNYM Affiliate may directly or indirectly hold for the account of Customer, and any obligations (whether matured or unmatured) that Custodian or a BNYM Affiliate may have to Customer. Any such asset of, or obligation to, Customer may be transferred to Custodian and any BNYM Affiliate in order to effect the above rights. S. (a) Subject to the terms below,Custodian shall be entitled to rely upon any Written or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be duly authorized and delivered. Customer agrees that an Authorized Person shall forward to Custodian Written instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Customer agrees that the fact that such confirming Written Instructions are not received or that contrary Written Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and affected by Custodian. (b) If Custodian receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, Customer understands and agrees that Custodian cannot determine the identity of the actual sender of such Written Instructions and that Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person. Customer shall be responsible for ensuring that only Authorized Persons transmit such Written Instructions to Custodian and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to Custodian and that there may be more secure methods of transmitting Written Instructions than the method(s)selected by Customer. Customer agrees that the security procedures(if any)to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. -7- 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Customer shall be sufficiently given if addressed to Customer and received by it at its offices at 21( L' 161}T H STrE_E-T, .6EA L SEAL-4 ,or at such other place as Customer may from time to time designate in writing. Ann; 17l,IgvC DP Fjw},.pg. , yai#0-637q I rte( rY(FMbiteCig, 4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity,shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof,nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right. 5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto,and their respective successors and assigns;provided however, that this Agreement shall not be assignable by either party without the written consent of the other. 6. (a) This Agreement shall be construed in accordance with the substantive laws of the State of California, without regard to conflicts of laws principles thereof. Customer and Custodian hereby consent to the jurisdiction of a state or federal court situated in California in connection with any dispute arising hereunder. Customer hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Customer and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. (b) The parties hereto agree that the establishment and maintenance of the Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of California. (c) For Governmental Entities: To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer irrevocably agrees not to claim,and it hereby waives, such immunity. 7. The parties hereto agree that in performing hereunder, Custodian is acting solely on behalf of Customer and no contractual or service relationship shall be deemed to be established hereby between Custodian and any other person. 8. Customer hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain,verify and record information that allows Custodian to identify Customer. Accordingly,prior to opening an Account hereunder Custodian will ask Customer to provide certain information including, but not limited to, Customer's name, physical address, tax identification number and other information that will help Custodian to identify and verify Customer's identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Customer agrees that Custodian cannot open an Account hereunder unless and until the Custodian verifies the Customer's identity in accordance with its CIP. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall,together,constitute only one instrument. -6 - (d) If Customer elects to transmit Written Instructions through an on-line communication system offered by Custodian, Customer's use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. If Customer elects (with Custodian's prior consent) to transmit written instructions through an on-line communications service owned or operated by a third party,Customer agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service. 9. Upon reasonable request and provided Custodian shall suffer no significant disruption of its normal activities, Customer shall have access to Custodian's books and records relating to the Account during Custodian's normal business hours. Upon reasonable request,copies of any such books and records shall be provided to Customer at Customer's expense. 10. It is understood that Custodian is authorized to supply any information regarding the Account which is required by any law,regulation or rule now or hereafter in effect. 11. Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused,directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that Custodian shall use its best efforts to resume performance as soon as practicable under the circumstances. 12. Custodian is hereby authorized to assign its rights and delegate its duties hereunder to any BNYM Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder, without any further notice to Customer. Customer agrees to be bound by all actions taken by a BNYM Affiliate pursuant to the preceding sentence to the same extent as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian from its obligations hereunder. Customer each further agrees that any BNYM Affiliate providing services pursuant to the foregoing authorization shall be entitled to all of the protections afforded to Custodian under this Agreement (including, without limitation, pursuant to Articles V and VI), If so advised by Custodian, Customer shall provide Oral or Written Instructions or other information to a BNYM Affiliate rather than to Custodian. 13. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement. ARTICLE VII TERMINATION Either party may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety(90)days after the date of such notice. Upon termination hereof, Customer shall pay to Custodian such compensation as may be due to Custodian, and shall likewise reimburse Custodian for other amounts payable or reimbursable to Custodian hereunder. Custodian shall follow such reasonable Oral or Written Instructions concerning the transfer of custody of records, U.S. Securities and other items as Customer shall give; provided, that (a) Custodian shall have no liability for shipping and insurance costs associated therewith, and (b) full payment shall have been made to Custodian of its compensation, costs, expenses and other amounts to which it is entitled hereunder. If any U.S. Securities or cash remain in the Account, Custodian may deliver to Customer such U.S. Securities and cash. Upon termination of this Agreement, except as otherwise provided herein, all obligations of the parties to each other hereunder shall cease. ARTICLE VIII MISCELLANEOUS 1. Customer agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Oral Instructions and Written Instructions of such present Authorized Persons. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at: Los Angeles Office: 400 S. Hope Street, Suite 400, Los Angeles, California 90071; San Francisco Office: 550 Kearny St., Suite 600, San Francisco, California 94108; Seattle Office: Two Union Square, 601 Union Street, Suite 520, Seattle, Washington 98101-2321; Jacksonville Office: 10161 Centurion Parkway, Jacksonville, Florida 32256,or at such other place as Custodian may from time to time designate in writing. (d) If Customer elects to transmit Written Instructions through an on-line communication system offered by Custodian, Customer's use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. If Customer elects (with Custodian's prior consent) to transmit written instructions through an on-line communications service owned or operated by a third party,Customer agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service. 9. Upon reasonable request and provided Custodian shall suffer no significant disruption of its normal activities, Customer shall have access to Custodian's books and records relating to the Account during Custodian's normal business hours. Upon reasonable request,copies of any such books and records shall be provided to Customer at Customer's expense. 10. It is understood that Custodian is authorized to supply any information regarding the Account which is required by any law,regulation or rule now or hereafter in effect. 11. Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused,directly or indirectly,by circumstances beyond its reasonable control,including without limitation, acts of God;earthquakes; fires; floods;wars;civil or military disturbances;sabotage; epidemics;riots; interruptions, loss or malfunctions of utilities,computer(hardware or software)or communications service;accidents; labor disputes; acts of civil or military authority or governmental actions;it being understood that Custodian shall use its best efforts to resume performance as soon as practicable under the circumstances. 12. Custodian is hereby authorized to assign its rights and delegate its duties hereunder to any BNYM Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder,without any further notice to Customer. Customer agrees to be bound by all actions taken by a BNYM Affiliate pursuant to the preceding sentence to the same extent as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian from its obligations hereunder. Customer each further agrees that any BNYM Affiliate providing services pursuant to the foregoing authorization shall be entitled to all of the protections afforded to Custodian under this Agreement (including, without limitation, pursuant to Articles V and VI). If so advised by Custodian, Customer shall provide Oral or Written Instructions or other information to a BNYM Affiliate rather than to Custodian. 13. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement,and no covenant or obligation shall be implied against Custodian in connection with this Agreement. ARTICLE VII TERMINATION Either party may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination,which shall be not less than ninety(90)days after the date of such notice. Upon termination hereof,Customer shall pay to Custodian such compensation as may be due to Custodian,and shall likewise reimburse Custodian for other amounts payable or reimbursable to Custodian hereunder. Custodian shall follow such reasonable Oral or Written Instructions concerning the transfer of custody of records, U.S. Securities and other items as Customer shall give;provided,that(a)Custodian shall have no liability for shipping and insurance costs associated therewith,and(b)full payment shall have been made to Custodian of its compensation,costs, expenses and other amounts to which it is entitled hereunder. If any U.S. Securities or cash remain in the Account,Custodian may deliver to Customer such U.S. Securities and cash. Upon termination of this Agreement,except as otherwise provided herein,all obligations of the parties to each other hereunder shall cease. ARTICLE VIII MISCELLANEOUS 1. Customer agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received,Custodian shall be fully protected in acting upon Oral Instructions and Written Instructions of such present Authorized Persons. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at: Jacksonville Office: 10161 Centurion Parkway, Jacksonville,Florida 32256,or at such other place as Custodian may from time to time designate in writing. 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Customer shall be sufficiently given if addressed to Customer and received by it at its offices at Zi 1 6 4714-1-14 STIZEF.T 5n1L SFAC}/ or 90746 - b379 Amer' ViQEero tor F,MA/eaCITY TIE}SGta' • at such other place as Customer may from time to time designate in writing. 4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith,or allowed it by law or equity,shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise,and no delay in exercising,any right will operate as a waiver thereof,nor will any single or partial exercise • by either party of any right preclude any other or future exercise thereof or the exercise of any other right. 5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto,and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other. 6. (a)This Agreement shall be construed in accordance with the substantive laws of the State of California,without regard to conflicts of laws principles thereof. Customer and Custodian hereby consent to the jurisdiction of a state or federal court situated in California in connection with any dispute arising hereunder.Customer hereby irrevocably waives,to the fullest extent permitted by applicable law,any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Customer and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. (b) The parties hereto agree that the establislmtent and maintenance of the Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of California. (c) For Governmental Entities: To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer irrevocably agrees not to claim,and it hereby waives,such immunity. 7. The parties hereto agree that in performing hereunder,Custodian is acting solely on behalf of Customer and no contractual or service relationship shall be deemed to be established hereby between Custodian and any other person. .8 Customer hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain,verify and record information that allows Custodian to identify Customer. Accordingly,prior to opening an Account hereunder Custodian will ask Customer to provide certain information including, but not limited to, Customer's name, physical address, tax identification number and other information that will help Custodian to identify and verify Customer's identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Customer agrees that Custodian cannot open an Account hereunder unless and until the Custodian verifies the Customer's identity in accordance with its CIP. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall,together,constitute only one instrument. IN WITNESS WHEREOF,Customer and Custodian have cause. is Agreemen to be executed by their respective officers, thereunto duly authorized,as of the day and year first above written. . i • IS • J By: {' I em/z14 L, 13EMn EY Title: Dra!-cTDR of fiAIn,1ieF7kfr( T /i5u� Tax Identification No: 9S- 600c-l l p if THE BANK OF NEW YORK MELLON TRUST COMPANY,NATIONAL ASSOCIATION By: Tide: bnywusdoc (7/08) APPENDIX I ELECTRONIC SERVICES TERMS AND CONDITIONS I. License; Use.(a)This Appendix I shall govern Customer's use of electronic communications.information delivery,portfolio management and banking services,that The Bank of New York Mellon and its affiliates("BNYM")may provide to Customer,such as The Bank of New York Mellon Inform TM and The Bank of New York Mellon CASH-Register Plus,and any computer software,proprietary data and documentation provided by BNYM to Customer in connection therewith(collectively,the"Electronic Services").In the event of any conflict between the terms of this Appendix 1 and the main body of this Agreement with respect to Customer's use of the Electronic Services,the teens of this Appendix I shall control. (b)BNYM grants to Customer a personal,nontransferable and nonexclusive license to use the Electronic Services to which Customer subscribes solely for the purpose of transmitting instructions and information("Written Instructions"),obtaining tenons,analyses and statements and other information and data,making inquiries and otherwise communicating with BNYM in connection with the Customer's relationship with BNYM. Customer shall use the Electronic Services solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein,no license or right of any kind is granted to Customer with respect to the Electronic Services. Customer acknowledges that BNYM and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services,including any trade secrets or other ideas,concepts,know-how,methodologies,and infonnation incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel. trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof. Customer further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked(or a registration or claim made therefore) by BNYM or its suppliers. Customer shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall Customer attempt to decompile,reverse engineer or modify the Electronic Services, Customer may not copy,distribute,sell, lease or provide,directly or indirectly,the Electronic Services or any portion thereof to any other person or entity without BNYM's prior written consent. Customer may not remove any statutory copyright notice or other notice included in the Electronic Services. Customer shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNYM's request, (c)Portions of the Electronic Services may contain,deliver or rely on data supplied by third parties("Third Party Data"),such as pricing data and indicative data,and services supplied by third parties("Third Party Services")such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNYM believes to be reliable but are provided without any independent investigation by BNYM. BNYM•and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct,complete or current. Third Party Data and Third Party Services are proprietary to their suppliers,are provided solely for Customer's intemal use,and may not be reused,disseminated or redistributed in any form. Customer shall not use any Third Patty Data in any manner that would act as a substitute for obtaining a license for the data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNYM AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNYM's suppliers of Third Party Data and Services are intended third party beneficiaries of this Section I(c)and Section 5 below. (d)Customer understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNYM make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct,current,complete or free of viruses or other contamination),or any products or services sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to Customer and Customer accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNYM's endorsement,authorisation or sponsorship of such site or any products and services available from such site. 2. Equipment. Customer shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services,necessary for it to utilize and obtain access to the Electronic Services,and BNYM shall not be responsible for the reliability or availability of any such equipment or services. 3. Proprietary Information. The Electronic Services,and any proprietary data(including Third Party Data),processes,software, infonnation and documentation made available to Customer(other than which are or become part of the public domain or are legally required to be made available to the public) (collectively,the"Information"),are the exclusive and confidential property of BNYM or its suppliers. However, for the avoidance of doubt,reports generated by Customer containing infonnation relating to its account(s) (except for Third Party Data contained therein)are not deemed to be within the meaning of the tent "Information." Customer shall keep the Information confidential by using the same care and discretion that Customer uses with respect to its own confidential property and trade secrets,but not less than reasonable care. Upon termination of the Agreement or the licenses granted herein for any reason,Customer shall return to BNYM any and all copies of the Information which are in its possession or under its control(except that Customer may retain reports containing Third Party Data, provided that such Third Party Data remains subject to the provisions of this Appendix). The provisions of this Section 3 shall not affect the copyright status of any of the Information which may be copyrighted and shall apply to all information whether or not copyrighted. 4, Modifications. BNYM reserves the right to modify the Electronic Services from time to time. Customer agrees not to modify or attempt to modify the Electronic Services without BNYM's prior written consent. Customer acknowledges that any modifications to the Electronic Services, whether by Customer or BNYM and whether with or without BNYM's consent,shall become the property of BNYM. 5. NO REPRESENTATIONS OR WARRANTIES; LIMITATION OF LIABILITY. BNYM AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESEN'T'ATIONS WITH RESPECT TO THE ELECTRONIC SERVICES OR ANY THIRD PARTY DATA OR THIRD PARTY SERVICES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED 10 WARRANTIES OF MERCHANTABILITY. NON- INFRfNGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE ELECTRONIC SERVICES,THIRD PARTY DATA AND THIRD PARTY SERVICES ARE PROVIDED"AS IS." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL BNYM OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL OR CONSEQUENTIAL WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE ELECTRONIC SERVICES.THIRD PARTY DATA OR THIRD PARTY SERVICES, EVEN IF BNYM OR SUCH SUPPLIER KNEW OF THE POSSIBILITY OF SUCH DAMAGES. M NO EVENT SHALL BNYM OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL. 6. Security; Reliance; Unauthorized Use;Funds Transfers. BNYM will establish security procedures to he followed in connection with the use of the Electronic Services.and Customer agrees to comply with the security procedures. Customer understands and agrees that the security procedures are intended to determine whether instructions received by BNYM through the Electronic Services are authorized but are not(unless otherwise specified in writing)intended to detect any errors contained in such instructions. Customer will cause all persons utilizing the Electronic Services to treat any user and authorization codes,passwords, authentication keys and other security devices with the highest degree of care and confidentiality. Upon termination of Customer's use of the Electronic Services. Customer shall return to BNYM any security devices(e.g.,token cards)provided by BNYM. BNYM is hereby irrevocably authorized to comply with and rely upon on Written Instructions and other communications, whether or not authorized,received by it through the Electronic Services. Customer acknowledges that it has sole responsibility for ensuring that only Authorized Persons use the Electronic Set-vices and that to the fullest extent permitted by applicable law BNYM shall not be responsible nor liable for any unauthorized use thereof or for any losses sustained by Customer arising from or in connection with the use of the Electronic Services or BNYM's reliance upon and compliance with Written Instructions and other communications received through the Electronic Services. With respect to instructions for a transfer of funds issued through the Electronic Services,when instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier(e.g. ABA number or account number),the BNYM,its affiliates,and any other bank participating in the funds transfer,may rely solely on the unique identifier,even if it identifies a party different than the party named. Such reliance on a unique identifier shall apply to beneficiaries named in such instructions as well as any financial institution which is designated in such instructions to act as an intermediary in a funds transfer. It is understood and agreed that unless otherwise specifically provided herein, and to the extent pennitled by applicable law,the parties hereto shall be bound by the rules of any funds transfer system utilized to effect a funds transfer hereunder. 7. Acknowledgments. BNYM shall acknowledge through the Electronic Services its receipt of each Written Instruction communicated through the Electronic Services,and in the absence of such acknowledgment BNYM shall not be liable for any failure to act in accordance with such Written Instruction and Customer may not claim that such Written Instruction was received by BNYM. BNYM may in its discretion decline to act upon any instructions or communications that are insufficient or incomplete or are not received by BNYM in sufficient time for BNYM to act upon,or in accordance with such instructions or communications. 8. Viruses. Customer agrees to use reasonable efforts to prevent the transmission through the Electronic Services of any software or file which contains any viruses,worms,harmful component or corrupted data and agrees not to use any device,software,or routine to interfere or attempt to interfere with the proper working of the Electronic Services. 9, Encryption. Customer acknowledges and agrees that encryption may not be available for every communication through the Electronic Services, or for all data. Customer agrees that BNYM may deactivate any encryption features at any time, without notice or liability to Customer, for the purpose of maintaining,repairing or troubleshooting its systems. 10. On-Line Inquiry and Modification of Records. In connection with Customer's use of the Electronic Services, BNYM may, at Customer's request,permit Customer to enter data directly into a BNYM database for the purpose of modifying certain infomiation maintained by BNYM's systems,including, but not limited to,change of address information. To the extent that Customer is granted such access,Customer agrees to indemnify and hold BNYM harmless from all loss,liability,cost,damage and expense(including attomey's fees and expenses)to which BNYM may be subjected or which may be incurred in connection with any claim which may arise out of or as a result of changes to BNYM database records initiated by Customer. I I. Agents. Customer may.on advance written notice to the BNYM,permit its agents and contractors("Agents-)to access and use the Electronic Services on Customer's behalf,except that the BNYM reserves the right to prohibit Customer's use of any particular Agent for any reason. Customer shall require its Agent(s)to agree in writing to he bound by the tenns of the Agreement,and Customer shall be liable and responsible for any act or omission of such Agent in the same manner, and to the same extent,as though such actor omission were that of Customer. Each submission of a Written Instruction or other communication by the Agent through the Electronic Services shall constitute a representation and warranty by the Customer that the Agent continues to be duly authorized by the Customer to so act on its behalf and the BNYM may rely on the representations and wananties made herein in complying with such Written Instruction or communication. Any Written Instruction or other communication through the Electronic Services by an Agent shall be deemed that of Customer,and Customer shall be bound thereby whether or not authorized Customer may,subject to the terms of this Agreement and upon advance written notice to the Bank,provide a copy of the Electronic Service user manuals to its Agent if the Agent requires such copies to use the Electronic Services on Customer's behalf. Upon cessation of any such Agent's services,Customer shall promptly terminate such Agent's access to the Electronic Services,retrieve from the Agent any copies of the manuals and destroy them,and retrieve from the Agent any token cards or other security devices provided by BNYM and return them to BNYM. CUSTODY ACCOUNT AGENCY AUTHORIZATION Reference is made to the Custody Agreement (the "Custody Agreement") dated as of January 14, 2013 between the City of Seal Beach ("Customer") and The Bank of New York Mellon Trust Company,National Association("BNYM"). This is to advise BNYM that for the account(s) identified below Customer has duly authorized the following investment managers (each, an "Investment Manager") to act as Customer's agent for the purpose of delivering Oral and Written Instructions to BNYM (as defined in the Custody Agreement), and to confirm to BNYM that all actions taken by BNYM in reliance upon such authorization shall be binding on Customer. Investment Manager Account Title/Number • PFM Asset Management LLC City of Seal Beach [corporate By seal] Title: Date: • CERTIFICATE OF AUTHORIZED PERSONS (Investment Manager-Oral and Written Instructions) Re: Account Name: City of Seal Beach Account Number: The undersigned hereby certifies that he/she is the duly elected and acting authorized person of PPM Asset Management LLC (the "Investment Manager"), and further certifies that the following officers or employees of the Investment Manager have been duly authorized in conformity with the investment Manager's organizational documents to deliver oral and written instructions to The Bank of New York Mellon Trust Company, National Association ("BNYM") with respect to the above-referenced Account, and that the signatures appearing opposite their names are true and correct: PLEASE SEE ATTACHED "Notice of Designation of Authorized Persons" Name Title Signature Name - Title • Signature Name Title Signature Name Title Signature • Name Title Signature Name Title Signature • Name Title Signature Name Title Signature Name Title Signature This certificate supercedes any certificate of authorized individuals you may currently have on file. [seal] Title: Date: One Keystone Plaza 717-232-2723 PPM Suite 300 717-233-6073 fax ®PFM North Front&Market Streets w.vvi pfm.com Harrisburg.PA 17101-2044 The PFM Group Public Financial Management.Inc. PFM Asset Management LLC PFM Advisors Notice of Designation of Authorized Persons To: Debra Goodnight Secretary/Treasurer PFM Asset Management LLC Pursuant to the Resolution of the Managers of PFM Asset Management LLC dated November 29, 2001, 1 hereby designated the following individuals as authorized persons to open accounts in the name of the Company, acting pursuant to an investment advisory agreement, with registered securities broker dealers and banks and to direct transactions for the purchase or sale of securities and transfer of funds in such accounts in accordance with agreements governing such accounts. Marty Margolis Michael Varano/ ICV1/4"--C Kenneth Schiebel iX 2"" �_ata Robert Cheddar p C v� <L, i l Debra Goodnight 0/„Q ,t,_ }ANVu._1 Joseph Creason �' Gregg Manjerovic t —______ Jeffrey Rowe r Z^�` Kerri Domitrovich - , ,(//� Brian Raubenstine ail, Matthew St.John i ii� Giancarlo Morales-Belletti .V i✓ elot " Meredith LaBuda _Jr 4 , > .ii I: _4 dl_ Jaymie Hahn ® I/� L1 These are the only persons so designated. By--z��ti �' Marty Margolis Manager Dated: July 2, 2012 Form W-9 Request for Taxpayer Give Form to the (Rev.December2011) Identification Number and Certification requester.Do not Department Revenue Treasury send to the IRS. Internal Revenue Service Name(as shown on your income tax return) CITY cc SEAL- C' A a Business name/disregarded entity name,if different from above m Check appropriate box for federal tax classification: ' ❑ IntlivitluaVSOle proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate a c 0 F u ❑ lExempt payee Limited liability company.Enter the tax classification(C=C corporation,5=3 corporation,P=partnership) • C a C o Other(see instructions)Of F ddress(number,street,and apt.or suite no.) Requester's name and address(optional) a ZII CIG-rin-14 srtcr N Cit state,and ZIP code N SEA 9o'+-c- List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line [Social security number to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - - entities,it is your employer identification number(EIN). If you do not have a number,see How to get a TIN on page 3. Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer identification number 7 number to enter. 95 - G0007 q 4 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. I am a U.S.citizen or other U.S.person(defined below). Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you.are-not required to sign the certification,but you must provide your correct TIN.See the instructions on page 4. Sign Signature of 111 2 Here u.s.person Date■► o I . I I' L1 J General Instructions Note.If a requester gives you a form other than Form W-9 to request your TIN,you must use the requester's form if it is substantially similar Section references are to the Internal Revenue Code unless otherwise to this Form W-9. noted. Definition of a U.S.person.For federal tax purposes,you are Purpose of Form considered a U.S.person if you are: A person who is required to file an information return with the IRS must •An individual who is a U.S.citizen or U.S.resident alien, obtain your correct taxpayer identification number(TIN)to report,for •A partnership,corporation,company,or association created or example,income paid to you,real estate transactions,mortgage interest organized in the United States or under the laws of the United States, you paid,acquisition or abandonment of secured property,cancellation •An estate(other than a foreign estate),or of debt,or contributions you made to an IRA. Use Form W-9 only if you are a U.S.person(including a resident •A domestic trust(as defined in Regulations section 301.7701-7). alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or requester)and,when applicable,to: business in the United States are generally required to pay a withholding tax on any foreign partners'share of income from such business. 1.Certify that the TIN you are giving is correct(or you are waiting for a Further,in certain cases where a Form W-9 has not been received,a number to be issued), partnership is required to presume that a partner is a foreign person, 2.Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a U.S.person that is a 3.Claim exemption from backup withholding if you are a U.S.exempt partner in a partnership conducting a trade or business in the United payee. If applicable,you are also certifying that as a U.S.person,your States,provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership income from a U.S.trade or business status and avoid withholding on your share of partnership income. is not subject to the withholding tax on foreign partners'share of effectively connected income. Cat.No.10231X Form W-9(Rev.12-2011) CUSTODY ACCOUNT AGENCY AUTHORIZATION Reference is made to the Custody Agreement (the "Custody Agreement") dated as of between ("Customer") and The Bank of New York Mellon Trust Company,National Association("BNYM"). This is to advise BNYM that for the account(s) identified below Customer has duly authorized the following investment managers (each, an "Investment Manager") to act as Customer's agent for the purpose of delivering Oral and Written Instructions to BNYM (as defined in the Custody Agreement), and to confirm to BNYM that all actions taken by BNYM in reliance upon such authorization shall be binding on Customer. Investment Manager Account Title/Number [corporate By seal] Title: Date: • CERTIFICATE OF AUTHORIZED PERSONS (Investment Manager-Oral and Written Instructions) Re: Account Name: Account Number: The undersigned hereby certifies that he/she is the duly elected and acting of (the "Investment Manager"), and further certifies that the following officers or employees of the Investment Manager have been duly authorized in conformity with the Investment Manager's organizational documents to deliver oral and written instructions to The Bank of New York Mellon Trust Company, National Association ("BNYM") with respect to the above-referenced Account, and that the signatures appearing opposite their names are true and correct: Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. [seal] Title: Date: CERTIFICATE OF AUTHORIZED PERSONS (Customer-Oral and Written Instructions) ��' ,� The undersigned hereby certifies that he/she is the duly elected and acting 17I Lt OCOF� hWee,f dl rY 0 F ,SEAL OefrztJ (the "Corporation"), and further certifies that the following officers or employees of the Corporation have been duly authorized in conformity with the Corporation's Articles of Incorporation and By-Laws to deliver Oral and Written Instructions to The Bank of New York Mellon Trust Company, National Association ("BNYM") pursuant to the Custody Agreement between the Corporation and BNYM dated Ol, I�-. 20 13 ,and that the signatures appearing opposite their names are true and •rrect: JILL K. INGcAM dn-Y l�RNAGEK I n 4./n Name Title S eat 1O&wKi k L . & rY 912E-az>ROFF�tiweir J / . to /4c fa Name Title en-v rem5agrie Signature I AL-AY4JA 00A4 el FnJ4NeEMANA6)82 Name Title Sign re Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. [corporate , LO(.�//(�/jyii seal] Title: e a SEA(„"' � l� �`.`1/4�-0909Al1�4, Date: Ii5/ /� 1* a; 13 ItO lei Ct: UN -- Fee Schedule Addendum Subject to the Terms and Disclosures - General below, upon appointment of The Bank of New York Mellon ("BNYM"or"us"or "affiliates"or"subsidiaries") in the roles as outlined within this Fee Schedule Addendum, You shall be responsible for the payment of the fees, expenses and charges as set forth in this Fee Schedule Addendum. Please feel free to reach out to me with any questions or concerns regarding this issue within 10 business days of the date of this letter, at which time the revised fee will take effect. ACS Key Account Key Account Name Component Prior Fee New Fee 047870BNY SEALBEACHOOA REDEVELOPMENT AGENCY CITY OF Administration Fee $1,500 $1,650 SEAL BEACH TAX ALLOCATION BONDS SERIES 2000A RIVERFRONT REDEVELOPMENT PROJECT 048004BNY SEALBEACHOOB CITY OF SEAL BEACH Administration Fee $1,500 $1,650 REDEVELOPMENT AGENCY TAX ALLOCATION BONDS SERIES 2000B RIVERFRONT PROJECT 112849BNY SEALBEACH05 $4,075,000 CITY OF SEAL BEACH Fiscal Agent Fee $2,000 $2,200 (HERON POINTE) SPECIAL TAX BONDS SERIES 2005 120958BNY SEALBEACH06 $8,800,000 CITY OF SEAL BEACH Administration Fee $2,000 $2,200 COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PACIFIC GATEWAY BUSINESS CENTER) SPECIAL TAX _ BONDS SERIES 2006 Terms and Disclosures Confidential Information All information provided to you by BNYM must remain confidential and may not be intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written approval. Miscellaneous You shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the various bond or note issuances or other undertakings contemplated by this Fee Schedule. The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through its affiliates and subsidiaries located in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may (i) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"), including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and the compilation and analysis of information and data regarding You (which, for purposes of this provision, includes the name and business contact information for Your employees and representatives) and the accounts established pursuant to the Transaction Documents ("Your Information")and (ii)use third party service providers to store, maintain and process Your Information ("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions, You consent to the disclosure of, and authorize BNY Mellon to disclose, Your Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third-party service providers (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Your Information. In addition, the BNY Mellon Group may aggregate Your Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Your Information with You specifically. You represent that You are authorized to consent to the foregoing and that the disclosure of Your Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. You also consent to the disclosure of Your Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law. BNY Mellon can offer you a wealth of multi jurisdictional knowledge, critical in helping our clients operate in today's global markets, teamed with local experts delivering regional-specific services. At BNY Mellon we leverage our global footprint and expertise to deliver customized and market-driven solutions across a range of debt issuer and related investor services. We are plugged in to local markets and continue to grow our operations. We offer you a distinctive, high quality and personalized service wherever you choose to do business. PRIVILEGED AND CONFIDENTIAL The information in this fee schedule is confidential and is intended for the sole use of the addressee only. This information shall not be intentionally disclosed,reproduced,copied, published, distributed or displayed in any form to any third party without BNYM's prior written approval.