ANTOINETTE CHRISTOVALE DIRECTOR of FINANCE

CITY TREASURER

June 10, 2015

Erika Pulst, Legislative Assistant I

CITY OF LOS ANGELES CALIFORNIA

ERIC GARCETTI MAYOR

City Clerk, Council & Public Services Division 200 N. Spring St., Room 395 Los Angeles, CA 900 12 Mail Stop 160

Dear Erika,

OFFICE OF FINANCE 200 N. SPRING Sl.

ROOM 101 - CITY HALL LOS ANGELES, CA 90012

(213) 978-1774

The Office of finance cmTently has a proposed contract with BondEdge Solutions, LLC pending to be heard before the Budget & Finance (CF 15-0543). Please replace the draft contract currently in the Council File with the revised version attached.

If you need any fmiher information regarding this request, please contact Ken White at 213-978-1510 or e­mail ken.white@lacity.org. Altematively, you may contact me at 213-978-1757 or e-mail saul.romo@laci ty. or g.

Sincerely,

s:_:_~ Saul Romo Assistant Director of Finance

Attachment

AN EQUAL OPPORTUNITY-AFFIRMATIVE ACTION EMPLOYER

CONTRACT Between

THE CITY OF LOS ANGELES And

BONDEDGE SOLUTIONS LLC

This Agreement, retroactive to August 31, 2014, is made and entered into by and between the City of Los Angeles (hereinafter "Licensee" or "City"), a mtmicipal corporation, acting by and through its Office of Finance, with offices located at 200 N. Spring St., City Hall Room 220, Los Angeles, California 90012, and BondEdge Solutions LLC (hereinafter "Vendor"), a corporation authorized to conduct business in the State of California with offices located at 2901 28th St., 3rd Floor, Santa Monica, CA 90405, for the provision of the BondEdge® system of computer programs, databases and other information to the staff of the City's Office of Finance.

WHEREAS, The City, through its Office of Finance, actively manages the City's multibillion investment portfolio, and as part of that management conducts investment analysis on investment grade secttrities to assess financial risk in the portfolio~ and,

WHEREAS the City and Vendor on August 30, 2011 , entered into Contract No. 111937 for the Vendor to grant the Licensee a limited, non-exclusive, non-transferable license ("License") for the use of its BondEdge system of computer programs, databases and other information ("BondEdge") and the City uses BondEdge to ensure compliance with the City's high level of performance standards as delineated in the City's investment program; and

WHEREAS, Contract No. C-11937 expired August 31, 2014 and the City acknowledges that continued access to the BondEdge is an essential tool utilized by the Licensee's Office of Finance Investment Division in managing the City's $8 billion investment portfolio, specifically to analyze fixed income securities, including measuring the Probabilities of Default and the City continues to require the above-mentioned services provided by the Vendor;

WHEREAS, the Vendor is the sole proprietor of the BondEdge system and the City requires a contract with the Vendor to pay for the use of the BondEdge system, and no other like product exists in the market, the City hereby finds that the use of competitive bidding would be undesirable, impractical, or impossible pursuant to Los Angeles Administrative Code Section 1 0.15 (a)( 1 0) because the Vendor is the sole proprietor of the BondEdge system;

NOW THEREFORE, in consideration of the above premises and of the representations and covenants hereinafter set forth the parties hereto represent and covenant as follows:

I. SCOPE OF SERVICE

The Vendor shall provide Licensee a limited, non-exclusive, non-transferable license ("License") for the use of its BondEdge system of computer programs, software, databases and other information, as well as consulting and technical assistance (collectively, "BondEdge ") as set forth in the Bond Edge Contract System License Terms & Conditions, attached hereto and incorporated into this Agreement as Appendix A . The Vendor shall provide the following Modules:

Core System (includes 2 Authorized Users) Benchmarks/Tracking Error Performance Attribution Portfolio Report Organizer (PRO) RMS Credit Grades NA Screens - 1 Additional Screen Screens - 1 Disaster Recovery (DR) Key

II. TERM

The term of this Agreement shall be for a three-year period commencing on August 31,2014 to August 30,2017. This agreement may be extended for up to an additional two (2) years upon mutual written agreement by the City and the Vendor. Continuation of this Agreement for the second and/or following years shall be contingent on the availability and approval of funding by the City Council for such purpose.

III. COMPENSATION

Commencing on August 31, 2014, the Monthly Fees for the services as set forth in Section I above shall be as follows:

A. $14,025.00 monthly for the first year of the Agreement;

B. $14,450.00 monthly for the second year of the Agreement; and

C. $14,880.00 monthly for the third year of the Agreement.

Licensee acknowledges and agrees that any outstanding fees, including any applicable charges, currently due shall be paid by -Licensee to Vendor immediately upon request by Vendor to Licensee.

IV. INVOICE

Vendor shall furnish to the City in electronic format an invoice with all relevant payment information for a settlement period with a minimum monthly date range. Vendor shall make available the following payment information:

I . Location(s) charged; 2. Date of invoice and date range covered~ 3. Reference to Contract Number (which will be assigned to this

Agreement upon execution);

2

4. Description of services provided; 5. Payment terms, total due and due date; 6. Remittance address.

All invoices shall contain the Vendor's official logo and identifying information such as name and address of Vendor. Invoice(s) shall be submitted for review and approval to the following City representative:

Tom Juarez, Chief Investment Officer Office of Finance, Investment Division 200 North Spring Street, Room 220 Los Angeles, CA 90012 tom.j uarez@laci ty. org

V. INSTALLATION, LOCATION(S) AND AUTHORIZED USERS: Licensee selects to receive the BondEdge services by maintaining BondEdge on Licensee's equipment. The parties intend the license to be a Single-Site License. For the purposes of this Agreement, Single-Site License shall mean that Licensee may access BondEdge by Authorized Users located at only one location.

A. Location:

200 North Spring St., Room 20 I, City Hall Los Angeles, CA 90012 United States

B. Authorized Users at the location(s) set forth in Article IV A. above:

Name: Anita Bar Richard L. Coryell Jr. Tom .Juarez Ed Monteiro Claudia Wang

VI. RATIFICATION

By its approval and execution of this Agreement, the City accepts the services performed by Vendor during the period from August 31, 20 14 through the execution of this Agreement, and agrees to compensate the Vendor, subject to all terms and conditions of this Agreement, for the services Vendor performed since the above mentioned date. The City requested such services to be performed prior to execution of this Agreement to protect the City from the loss of revenues that would otherwise have resulted from a delay in its investment activities.

3

VII. INCORPORATION OF STANDARD PROVISIONS

Vendor agrees to comply with the applicable requirements of the City's Standard Provisions for City Contracts (rev. 03/09) (the "Standard Provisions"), attached and incorporated into this Agreement as Appendix A and made a part hereof. The parties agree to substitutions of the following provisions:

A. PSC-8 - Breach Section PSC-8 of the Standard Provisions entitled "Breach" shall be of no force or effect.

B. PSC-10- Termination for Convenience

In the event certain of Contractor's rights, titles, licenses, permissions or approvals pertaining to the information provided via BondEdge in any of the following modules are canceled, terminated, rescinded or not renewed, the City may terminate this Agreement upon thirty (30) days notice:

1. Core System (includes 2 Authorized Users) 2. Benchmarks/Tracking Error 3. Performance Attribution 4. Portfolio Report Organizer (PRO) 5. RMS Credit Grades NA 6. Screens - 1 Additional Screen 7. Screens- 1 Disaster Recovery (DR) Key

C. PSC-12 - Contractor's Personnel

Section PSC-12 of the Standard Provisions entitled "Contractor's Personnel" shall be of no force or effect. Notwithstanding, Contractor will endeavor to work with the City with respect to issues that may arise with Contractor's relationship manager assigned to the City.

D. PSC-1 3 - Prohibition Against Assignment or Delegation Section PSC-13 of the Standard Provisions entitled "Prohibition Against Assignment or Delegation" shall be of no force or effect.

E. PSC-14 - Permits The parties agree that with respect to this Standard Provision, permits, certifications and other documents necessary for Contractor's performance hereunder shall only apply to those required by federal, state or local laws and regulations of the Contractor. Further, the parties agree that Contractor will provide reasonable notice to the City of any suspension, termination, lapses, non-renewals or restTictions of the previously mentioned permits, certifications and other documents.

4

F. PSC-15- Claims for Labor and Materials Section PSC-1 5 of the Standard Provisions entitled ''Claims for Labor and Materials" shall be of no force or effect.

G. PSC-17- Retention ofRecords. Audit and Reports

Contractor shall maintain all records, including records of financial transactions, petiaining to the performance of this Contract, in their original form, in accordance with requirements prescribed by the City. These records shall be retained for a period of no less than three years following final payment made by the City hereunder or the expiration of this Contract, whichever occurs last. Said records shall be subject to examination and audit by authorized City personnel or by the City's representative at any time during the term of this Contract or within the three years following final payment made by the City hereunder or the expiration of this Contract, whichever occurs last. Any subcontract entered into by Contractor, to the extent allowed hereLmder, shall include a like provision for work to be performed under this Contract. For purposes of this provision, Records shall be defined as being limited to Contractor's invoices provided to the City for work performed under this Contract.

H. PSC-18- False Claims Act

Section PSC-18 of the Standard Provisions entitled "False Claims Act" shall be of no force or effect.

I. PSC-19 - Bonds

Section PSC-19 of the Standard Provisions entitled "Bonds" shall be of no force or effect.

J. PSC-20- Indemnification

Section PSC-20 of the Standard Provisions entitled "Indemnification" shall be of no force or effect.

K. PSC-21 -Intellectual Property Indemnification

Section PSC-21 of the Standard Provisions entitled "Intellectual property Indemnification" shall be of no force or effect.

L. PSC-22- Intellectual Property Warranty

Section PSC-22 of the Standard Provisions entitled "Intellectual property Warranty!) shall be of no force or effect.

5

M. PSC-23 - Ownership and License

Section PSC-23 of the Standard Provisions entitled "Ownership and License" shall be of no force or effect.

N. PSC-25- Discount Terms

Contractor agrees that the City is receiving a preferred customer discount rate.

0. PSC 26 - Warranty and Responsibility of Contractor

Section PSC-26 of the Standard Provisions entitled "Warranty and Responsibility of Contractor" shall be of no force or effect.

P. PSC-28- Equal Employment Practices

The parties agree that with respect to this Standard Provision and the applicable Equal Employment Practices Provisions Certification, the City's request to Contractor for certain records pertaining to employment and employment practices will be limited to complaint driven requests and the City will provide Contractor with a written notice of such request and allow Contractor thirty (30) days to respond to such a request.

Q. PSC-29 - Affirmative Action Program

The parties agree that with respect to this Standard Provision and the applicable Affinnative Action Plan Certification, Contractor, upon request by City, will provide a certification that Contractor complies with federal affirmative action laws and such certification by Contractor will be provided in lieu of Contractor providing its Affirmative Action Plan to the City. The parties further agree that the City's request to Contractor for certain other records pertaining to equal employment and affirmative action obligations will be limited to complaint driven requests and the City will provide Contractor with a written notice of such request and allow Contractor thirty (30) days to respond to such a request.

R. PSC-33 - Contractor Responsibility Ordinance

Section PSC-33 of the Standard Provisions entitled "Contractor Responsibility Ordinance" shall be of no force or effect.

S. PSC-35 - Equal Benefits Ordinance

6

The parties agree that with respect to this Standard Provision and the applicable Equal Benefits Ordinance Compliance Affidavit, the City's request to Contractor for certain records pertaining to employment and employment practices will be limited to complaint driven requests and the City will provide Contractor with a written notice of such request and allow Contractor thirty (30) days to respond to such a request.

For purposes of the Standard Provisionsfor City Contracts (rev. 03109) and the above applicable provision substitutions, Vendor is referred to as Contractor.

For purposes of the Standard Provisions for City Contracts (rev. 03/09) and the above applicable provision substitutions, the following shall apply to references to Vendor's subcontractors:

Material Subcontractors. Licensor shall incorporate by reference in all subcontracts with Material Subcontractors the provisions of PSC 27, PSC 28, PSC 29, PSC 31 and shall require all Material Subcontractors to comply with such provisions. For avoidance of doubt, a Material Subcontractor shall mean a subcontractor retained by Vendor to perform all or a substantial part of its obligations specifically for Licensee under this Agreement.

VIII. COMPLIANCE WITH LOS ANGELES CITY CHARTER SECT. 470(c)(12)

Vendor is obligated to fully comply with City of Los Angeles Charter Section 470(c)(12) and related ordinances, regarding limitations on campaign contributions and fundraising for certain elected City officials or candidates for elected City office if the contract is valued at $100,000 or more and requires approval of a City elected official. Additionally, Vendor is required to provide and update certain information to the City as specified by law. Vendor shall comply with these requirements and limitations. Violation of this provision shall entitle the City to terminate this Agreement and pursue any and all legal remedies that may be available.

IX. ADDITIONAL TERMS APPLICABLE TO THIS AGREEMENT:

A. This Agreement shall be executed in three (3) duplicate originals, each of which is deemed to be an original. The Agreement includes eight (8) pages and two appendices.

B. In addition to the terms and conditions set forth herein, the Standard Provisions for City Contracts (Rev. 3/09) (the "Standard Provisions") attached hereto as Appendix A shall apply to this Agreement.

C. In addition to the terms and conditions set forth herein, the BondEdge Contract Terms and Conditions attached hereto as Appendix B shall apply to this Agreement.

7

D. In the event of any inconsistencies between or among this Agreement, the BondEdge Contract Terms and Conditions, and/or the Standard Provisions, the inconsistencies shall be resolved by giving precedence in the following order:

1. Paragraphs set forth in this Agreement 2. Standard Provisions - Appendix A 3. BondEdge Contract Terms and Conditions - Appendix B

IN WITNESS WHEREOF, the parties hereto caused this instrument to be executed by their respective duly authorized representatives.

Approved Corporate Signature Methods (please sign in blue ink):

a) Two Signatures: one by Chairman of Board of Directors, President, or Vice President; and one by Secretary, Assistant Secretary, Chief Financial Officer, or Assistant Treasurer; OR

b) One Signature by Corporate designated individual together with properly attested resolution of Board of Directors authorizing person to sign on the company's behalf.

City of Los Angeles

By: -------------------------ANTOINETTE CHRISTOVALE, CPA Director of Finance I City Treasurer

Date:

APPROVED AS TO FORM: MICHAEL N. FEUER City Attorney

By: .~~--=-~------------Assistant City Attorney

Date: ----------------------

BondEdge Solutions LLC

8

By: Signature

Name: Geoff Fite Printed I Typed

Title: President Printed I Typed

Date:

ATTEST: HOLLY L. WOLCOTI City Clerk

By: ~----~~~~------------Deputy City Clerk

Date:

Appendix 8 BONDEDGE®CONTRACT

System License Terms & Conditions

This Appendix, effective , 2014, is incorporated into and serves to modify the tenns of that Contract Between The City of Los Angeles ("Licensee") and Bond Edge Solutions LLC ("Vendor") with an effective date of _ _____ , 2014, as well as and the tenns set forth on the Schedule(s) Addenda and Appendices attached hereto ("the Agreement")by incorporating the following terms and conditions into the Agreement:

1. License- Vendor hereby grants Licensee a limited, non-exclusive, non-transferable license ("License") for the use of its Bond Edge® system of computer programs, software, databases and other infonnation, as well as consulting and technical assistance (collectively, "Bond Edge"), subject to the terms and conditions set forth herein and on the Schedule(s) and Addendums attached hereto. As of the date first shown above, Vendor represents that, as between Vendor and Licensee, Vendor holds all right, title and interest in, and to, all tangible and intangible incidents of BondEdge including all trade secrets, copyrights and other intellectual property rights pertaining thereto, and that the Agreement conveys to Licensee only a limited right of use, fully revocable in accordance with the provisions of the Agreement. Licensee agrees that, except for such right of use, it shall not receive any right, title, or interest in or to BondEdge or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise.

2. Restrictions - Licensee is hereby authorized to use Bond Edge on one or more computers at the site(s) set forth on Schedule A, in accordance with the tenns set forth herein and on the Agreement, Schedule(s) and Addendums attached hereto. Other than as expressly provided for herein, Licensee shall not (i) modify, merge, translate, decompile, disassemble or otherwise reverse engineer the software and computer programs of Bond Edge, (ii) access BondEdge databases or (iii) copy the software or computer programs of BondEdge; provided, however, Licensee may copy Bond Edge for backup and disaster recovery purposes. Licensee acknowledges that it may be required under the tenns of certain agreements between Vendor or its affiliates and its or their third party licensors or suppliers {such third party licensors or suppliers hereinafter referred to as "Third Party Licensor(s)") to enter into a direct agreement with such Third Party Licensor for the receipt its infonnation.

3. Proprietary Information - Each party shall preserve the Confidentiallnfonnation of or pertaining to the other party and will not disclose any Confidentiallnfonnation to any third party without the prior written consent of the other party, except if required by law, regulation or judicial order, provided that, if pennitted by applicable law, the party disclosing Confidentiallnfonnation under such circumstances shall give the other party reasonable notice and a reasonable opportunity to protect its interests in the Confidential Information prior to making such disclosure. "Confidential lnfonnation" shall include the databases, computer programs, software and other information furnished to Licensee by Vendor as part of Bond Edge and any other infonnation obtained by a party from the other party under or in connection with this Agreement including the tenns and conditions contained herein and therein. Neither party shall be liable for the disclosure of any Confidential lnfonnation that: {i) is in the public domain at the time of disclosure; {ii) was in the possession of or demonstrably known by a party prior to its receipt from the other; (iii) is independently developed by a party without use of any Confidential Information provided by the other; or (iv) becomes known to a party from a source other than the other party without breach of the first party's obligations under this Agreement. Licensee agrees that Vendor's disclosure to Third Party Licensors of (x) the existence of this Agreement and/or (y) the tenns and conditions governing the availability of data to Licensee shall not constitute a breach of the confidentiality provisions of this Agreement to the extent such disclosures are made by Vendor to satisfy Vendor's obligations under its agreements with such Third Party Licensors. Vendor understands that Licensee is a California public entity and is subject to the California Public Records Act. Vendor further understands and agrees that this contract, in its entirety is subject to disclosure pursuant to the California Public Records Act, and that its disclosure under the Act is not a breach of this Agreement. Licensee shall protect BondEdge against any unauthorized or unlawful use, disclosure, dissemination, or copying. Under no circumstances may Licensee give any third party direct access to all or any part of Bond Edge without the prior written consent of Vendor. The parties agree that any breach of this Section 3 will cause the disclosing party substantial and irreparable injury and, therefore, in the event of any such breach, in addition to other remedies which may be available, each party shall have the right to seek specific perfonnance and other injunctive and equitable relief.

4. Redistribution - Licensee agrees to use Bond Edge solely for its internal use and benefit in support of its investment management activities, and not for resale or other transfer or disposition, or use by or for the benefit of any other person or organization. Licensee may include, in reports provided to its City Council, Mayor and any other department of the City of Los Angeles which {collectively "clients"), in the Licensee's opinion, needs to have access to this infonnation, selected infonnation based upon the infonnation and data contained in BondEdge or any portion thereof, {the "Data"). Such reports may be distributed via hard copy, or electronically; provided, however, that such redistribution is (i) in the ordinary course of Licensee's business; (ii) such data is not provided to Licensee's clients with the intent of supplanting or preempting such client's use of data or services provided by Vendor; (iii) Licensee obtains any licenses or approvals with respect to such use of the Data from any respective suppliers as Licensee, pursuant to its sole responsibility detennines to be necessary and desirable; and (iv) such redistribution is for human cognition only and not for manipulation in machine readable fonn f'Approved Redistribution"). In the event that Vendor notifies Licensee in writing that a client is , in Vendor's reasonable judgment, using the Data in violation of this Agreement then, notwithstanding any provision herein to the contrary, Licensee shall cause the Licensee's client to cure the violation or cease making the Data available to such Licensee's client, within thirty (30) days of Licensee receipt of Vendor's notice. Other than Approved Redistribution, or any redistribution expressly authorized by specific agreements between Licensee and Vendor, no redistribution of BondEdge and/or the Data is pennitted. In no event may Licensee redistribute the Data as a data service or use BondEdge as a substitute for any

9

Interactive Data Corporation pricing or data service. Licensee shall not use or knowingly permit any clients to use the information provided via BondEdge for any unlawful or unauthorized purpose.

5. Warranties and Disclaimers- Vendor and its affiliates as well as the Third Party Licensor(s) and their respective affiliates and third party licensors make no representation or warranty whatsoever with respect to the accuracy, adequacy, timeliness or completeness of the information provided as part of this License or for any delays, interruptions or omissions therein. The user is exclusively responsible for utilizing proper review and control measures, especially with respect to output, in order to detect any potential problems from the use of BondEdge and to avoid the occurrence of harm. The License is provided WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND PARTICULARLY WITHOUT THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. It is subject to the condition, and with the understanding, that neither Vendor nor its affiliates, nor the Third Party Licensor(s) nor their affiliates, licensors, and/or suppliers are liable to any person or entity, whether a user of BondEdge or not, for any results achieved or experienced from use of BondEdge, or for any damages or financial harm whatsoever that is suffered or incurred by any person or entity as a result of, or related to, the use of Bond Edge. IN ALL CASES, THE LIABILITY OF VENDOR AND ITS AFFILIATES, AS WELL AS THE THIRD PARTY LICENSOR(S), THEIR AFFILIATES, LICENSORS, AND SUPPLIERS, TO ANY PERSON OR ENTITY PURCHASING OR USING BONDEDGE IS LIMITED TO ONE YEAR'S SUBSCRIPTION FEE TO BONDEDGE TO THE EXTENT THAT PERSON OR ENTITY WAS A SUBSCRIBER. Vendors and its affiliates as well as the Third Party Licensor(s) and their respective affiliates, licensors, and suppliers shall have no liability to Licensee, or a third party for delays, interruptions, errors, omissions, or malfunctions in Bond Edge, other than the obligation of Vendor to endeavor, upon receipt of notice from Licensee, to correct a malfunction, error, or omission in BondEdge. LICENSEE ACKNOWLEDGES AND AGREES THAT BONDEDGE IS NOT INTENDED TO SUPPLY INVESTMENT, FINANCIAL, TAX OR LEGAL ADVICE. NEITHER VENDOR NOR ITS AFFILIATES NOR THE THIRD PARTY LICENSOR(S) NOR THEIR AFFILIATES, LICENSORS, AND/OR SUPPLIERS OFFER ANY ADVICE REGARDING THE NATURE, POTENTIAL VALUE, OR SUITABILITY OF ANY PARTICULAR SECURITY, TRANSACTION, INVESTMENT OR INVESTMENT STRATEGY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE USE OF BONDEDGE, AND ANY DECISIONS MADE IN RELIANCE UPON BONDEDGE, ARE MADE AT LICENSEE'S OWN RISK.

6. Limitation on Liability- Licensee certifies to Vendor that as a standard practice, Licensee does not provide indemnity to private contractors. Under this Agreement, Licensee does not indemnify Vendor, its affiliates, Third Party Licensor(s) and their respective affiliates, licensors, and suppliers related to the use of BondEdge, or any data, information, service, report, analysis or publication derived therefrom. Except as provided in Section 7 below (Patent, Copyright and Proprietary Rights) with respect to Vendor, lndemnitees (defined as Vendor, its affiliates, Third Party Licensor(s) and their respective affiliates, licensors, and suppliers) shall not be liable for any claim or demand against Licensee by a third party. Neither party nor Vendor's affiliates nor the Third Party Licensors and their respective affiliates, licensors, and suppliers shall be liable for (i) any lost profits or indirect, incidental, consequential or special damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, terrorism or failure beyond its control of transportation or power supply, or (iii) any claim that arose more than one year prior to the institution of suit therefor.

6(a). Indemnification - Except for the active negligence or willful m isconduct of the Licensee, or any of its Boards, Officers, Agents. Employees, Assigns and Successors in Interest, Vendor undertakes and agrees to defend, indemnify and hold harmless the Licensee and any of its Boards, Officers, Agents. Employees, Assigns, and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, reasonable attorney's fees and cost of litigation (including all actual litigat ion costs incurred by the Licensee, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including Vendor's employees and agents, arising in any manner by reason of the negligent acts, errors. omissions or willful misconduct incident to the performance of this Agreement by Vendor.

6(b). False Claims Act- Vendor acknowledges that it is aware of liabilities resulting from submitting a false claim for payment by the City of Los Angeles under the False Claims Act (Cal. Gov. Code§§ 12650 et seq.), including treble damages, costs of legal actions to recover payments, and civil penalties of up to $10,000 per false claim.

7. Patent. Copyright and Proprietary Rights - Vendor will defend any action instituted against Licensee to the extent that it is based upon the claim that the use of BondEdge, or a portion thereof, directly infringes upon a United States patent, copyright or other proprietary right, and Vendor will pay all costs and damages attributed to such claim and finally awarded against Licensee or paid in settlement; provided that (i) Licensee promptly notifies Vendor of such action and gives Vendor sole authority and all information and assistance (at Vendor's expense) to defend or settle such claim, (ii) such claim does not arise out of the use of BondEdge when used in a manner not intended or with an unauthorized modification or misused, and (iii) other than de minimus expenses incurred in determining whether the claim in question is subject to this Section 7, any such costs and expenses were incurred with Vendor's written authorization. If such claim has occurred, or in Vendor's opinion is likely to occur, Vendor may, at its sole election and expense. either (x) obtain for Licensee the right to continue using BondEdge or (y) replace or modify Bond Edge so that it becomes non-infringing and functionally equivalent or (z) terminate this Agreement and refund to Licensee any unused prepaid license fees. This Section 7 sets forth the exclusive remedy of Licensee against Vendor or any of its suppliers for patent, copyright or other proprietary right infringement.

8. Term and Termination - The Agreement shall commence as of the date stated in the Agreement for the initial terms stated in the Agreement (the "Initial Term"). Upon termination of this Agreement, Licensee will destroy the BondEdge security key, and destroy or return to Vendor any copies of Data, computer programs. or other information in Licensee's possession, and certify to Vendor that it has done so. In the event certain of Vendor's rights, titles, licenses, permissions or approvals pertaining to the information provided via Bond Edge are cancelled, terminated, rescinded or not renewed, Licensee's rights to use the affected portions of the information shall automatically terminate, which termination shall not constitute a breach by Vendor of any of its obligations hereunder. Upon failure of a party to comply with any material

10

provision of this Agreement, the other party may terminate this Agreement on thirty (30) days written notice thereof if such material breach is not cured within such thirty day period.

9. Fees - For the period of the Initial Term, as defined herein, Licensee shall pay Vendor the subscription fees set forth in the Agreement. Ucensee may subscribe to additional modules and/or screens ("Incremental SeNices") at any time during any term of this Agreement, per the then-applicable fee schedule, by giving written notice to Vendor. Such Incremental SeNices may be subsequently deleted by Licensee by giving Vendor thirty (30) days prior written notice, but no later than the end of the Initial Term or Contract Year in which such seNices were initially added. At each renewal term, all fees are subject to change by Vendor, provided Vendor gives at least sixty (60) days written notice prior to the end of the then current term. Notwithstanding any other provision of this Agreement, Vendor reseNes the right to pass through to Licensee any Third Party Supplier change in cost.

Vendor will invoice Licensee monthly for the subscription fees payable by Licensee. Licensee shall pay or reimburse Vendor for all taxes arising out of this Agreement, including without limitation sales taxes, use taxes, value added or similar taxes but excluding taxes based on Vendor's income. Payment terms are net 30 days. A seNice charge of 1.5% may be added to balances not paid within 30 days of date of invoice. If Licensee fails to timely pay invoices from Vendor (with the exception of amounts disputed in good faith), Vendor may restrict Licensee's access to BondEdge after giving Licensee at least 10 days written notice, unless Licensee either pays the amounts due or reaches a written mutual resolution of the matter with Vendor during the notice period.

10. Notices. All notices, consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt, the third business day after being mailed by first class (certified mail return receipt requested), or the first business day after being sent by a reputable overnight delivery seNice with tracking capabilities at the address set forth below. Any notice may be given by facsimile if a signed written original is sent by one of the foregoing methods within twenty-four (24) hours thereafter. Either party may change its address for notices by giving written notice of the new address to the other parties in accordance with this Section 10.

To Licensee:

With a copy to:

To VENDOR:

With a copy to:

City of Los Angeles Office of Finance , Investment Division 200 North Spring Street, Room 220 Los Angeles, CA 90012 Attn: Thomas Juarez, Chief Investment Officer Ph: 213-978-4039

BondEdge Solutions 2901 28th Street, Suite 300 Santa Monica, CA 90405 Attn: President legalnotice.bondedge@interactivedata.com

Interactive Data Corporation 32 Crosby Drive Bedford, MA 01730 Attn: Legal Department

11. General - (a) This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior or collateral agreements or understandings. No amendment of any provision of this Agreement shall be valid and binding unless the same shall be in writing and signed by all of the parties hereto. No waiver shall be valid or binding unless in writing and signed by the party giving such waiver. Licensee acknowledges that in executing this Agreement, it has not relied on any representation by Vendor or its employees or agents other than those incorporated herein, and further it has had the time and opportunity to obtain the advice of legal counsel concerning the terms and conditions hereof.

(b) This contract shall be governed by and construed according to the laws of the State of California. Any claim or suit concerning this Contract may only be filed and prosecuted in the Los Angeles County, California.

(c) Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Vendor may assign this Agreement in whole and without the other party's consent to any of its affiliates; provided, further, that with respect to proposed assignments of this Agreement by either party to (i) a direct competitor of the other party (as determined by the non-assigning party in good faith and in its reasonable judgment) or (ii) any of the other party's suppliers or vendors of data, the other party may withhold its consent in its sole and absolute discretion. Subject to the foregoing, this Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.

11

(d) Wherever possible the provisions of this Agreement shall be interpreted in a manner to be effective and valid under applicable law, but if prohibited or invalid, such provision shall only be ineffective to the extent required by law, without invalidating (to the extent possible) the intent of or remainder of such provision or other provisions.

(e) The provisions of Sections 3, 4, 5, 6, 6(a), 7, 9, 10, and 11 shall survive any termination or expiration of this Agreement.

(f) All Schedules and Addendums attached hereto are incorporated herein and are part of the Agreement. (g) The Agreement may be signed in counterparts, with the same effect as if the signature on each counterpart

were upon the same instrument.

12

BARCLAYS CAPITAL INDEX DATA ADDENDUM

This Addendum, effective , 2014, is incorporated into and serves to modify the terms of that BondEdge System License Terms and Conditions between Interactive Data Corporation acting by and through its BondEdge Solutions division ("Vendor") and City of Los Angeles ("Licensee") with an effective date of , 2014 ("the Agreement"), as follows:

Add the following provision to the Agreement:

Licensee's use of index data provided by Barclays Capital and distributed through Bond Edge is subject to the following

terms and conditions. in addition to and with precedence over any other applicable provisions of this Agreement:

1. Licensee acknowledges that all proprietary rights in the Indices that are owned by Barclays Capital shall remain the property of Barclays Capital and Licensee shall have no right or interest in such Indices except the rights to use such Indices upon the terms and conditions of this Agreement. Licensee acknowledges that the Indices as compiled, prepared, selected and arranged by Barclays Capital constitute an expenditure of substantial time, effort and money by Barclays Capital and constitute valuable commercial property and/or trade secrets of Barclays Capital. Licensee agrees that it will not remove any copyright notice or other notification or trade name or marks of Barclays Capital that may appear in the Indices and that any reproduction and/or distribution of the Indices shall contain such notices and/or marks as they appear in the Indices. Except as set forth in this Agreement, Licensee may not use the Barclays Capital name or trademarks without the prior written consent of Barclays Capital.

2. Licensee agrees that it shall not construct or facilitate the construction of products, which compete with the Indices.

3. Licensee shall comply with all applicable laws and regulations relating to use of the Indices during the term of this Agreement.

4. LICENSEE ACKNOWLEDGES AND AGREES THAT THE INDICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD THE DATA BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR OTHER INSTRUMENTS MENTIONED IN IT. THE DATA HAS BEEN OBTAINED FROM VARIOUS SOURCES, AND BARCLAYS CAPITAL DOES NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. OPINIONS EXPRESSED IN THE INDICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE PRODUCTS MENTIONED IN THE DATA MAY NOT BE ELIGIBLE FOR SALE IN SOME STATES OR COUNTRIES, NOR SUITABLE FOR ALL TYPES OF INVESTORS; THEIR VALUE AND THE INCOME THEY PRODUCE MAY FLUCTUATE AND/OR BE ADVERSELY AFFECTED BY EXCHANGE RATES. LICENSEE FURTHER ACKNOWLEDGES THAT BARCLAYS CAPITAL IS NOT ACTING IN A FIDUCIARY CAPACITY WITH RESPECT TO LICENSEE AND THAT BARCLAYS CAPITAL IS NOT ASSUMING ANY DUTIES OR OBLIGATIONS OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.

5. BARCLAYS CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA OR THE INDICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE INDICES, OR THE INVESTMENT RESULTS TO BE OBTAINED BY ANY FUND USING THE BARCLAYS CAPITAL INDICES AS A BENCHMARK OR FROM THE USE OF THE BARCLAYS CAPITAL INDICES OR THE DATA. THE INDICES ARE PROVIDED "AS IS" AND LICENSEE EXPRESSLY AGREES THAT USE OF THE INDICES IS AT LICENSEE'S SOLE RISK. BARCLAYS CAPITAL DOES NOT WARRANT THAT THE INDICES WILL BE UNINTERRUPTED, NOT DELAYED, OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE INDICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BARCLAYS CAPITAL EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY INACCURACIES OR INCONSISTENCIES IN THE DATA.

All other terms and conditions of the Agreement remain in full force and effect.

Agreed and accepted by: BondEdge Solutions LLC Company

Signature

Geoff Fite Name (please print)

President Title

Date

City of Los Angeles Company

Signature

Name (please print)

Title

Date

13

INTERACTIVE DATA PRICING AND REFERENCE DATA, INC. ADDENDUM

This Addendum, effective , 2014, is incorporated into and serves to modify the terms of that Bond Edge System License Terms and Conditions between Interactive Data Corporation acting by and through its BondEdge Solutions division ("Vendor") and City of Los Angeles ("Licensee") dated , 2014 ("the Agreement") , as follows:

Licensee's use of data provided by Vendor's affiliate, Interactive Data Pricing and Reference Data, Inc. and distributed

through BondEdge is subject to the following terms and conditions, in addition to and with precedence over any other

applicable provisions of this Agreement:

1. In the event that Licensee at any time receives Data from Interactive Data Pricing and Reference Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the marl<et value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by Interactive Data Pricing and Reference Data, may consistently generate approximations that correspond to actual "traded" prices of the instruments; (ii) Interactive Data Pricing and Reference Data's methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, Licensee acknowledges that there may be errors or defects in Interactive Data Pricing and Reference Data's software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) Licensee assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided via BondEdge by Licensee, regardless of any efforts made by Interactive Data Pricing and Reference Data in this respect. Licensee shall indemnify and hold Interactive Data Pricing and Reference Data completely harmless in the event that errors, defects, or inappropriate evaluations are made available via Bond Edge or the Data.

2. Licensee acknowledges that the data provided by Interactive Data Pricing and Reference Data is intended for use as an aid to institutional investors, registered brokers or p rofessionals of similar sophistication in making informed judgments concerning securities.

Licensee accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of any Interactive Data Pricing and Reference Data available via BondEdge, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.

3. Interactive Data Pricing and Reference Data is a registered investment adviser. Pursuant to the provisions of the Investment Advisers Act of 1940, Interactive Data Pricing and Reference Data offers to supply Licensee with Part II of Interactive Data Pricing and Reference Data's Securities and Exchange Commission Form ADV upon written request of Customer to:

Interactive Data Pricing and Reference Data, Inc. Attn: Compliance Department 498 Seventh Avenue, 19th Floor New York, NY 10018

All other terms and conditions of the Agreement remain in full force and effect.

Agreed and accepted by:

BondEdge Solutions LLC Company

Signature

GeoffFite Name (please print)

President Title

Date

City of Los Angeles Company

Signature

Name (please print)

Title

Date

14

RMS Rider

Pursuant to the License Agreement dated November 11 , 2002 between RiskMetrics Solutions, LLC, f/kla RiskMetrics Solutions, Inc., f/kla RiskMetrics Group, Inc. ("RMS") and BondEdge Solutions LLC, f/kla CMS BondEdge ("Vendor"), each client of Vendor who desires to license RMS' Product (defined below) for use with the CMS BondEdge system (the "Vendor Product") must execute this agreement ("Agreement") with RMS.

1. Grant of License. RMS hereby grants to the undersigned (the "Licensee") a nonexclusive, nontransferable license (the "License") for RMS' datasets known as "CreditGrades" (the "Product") on the terms contained herein, for a term commencing on the "Service Commencement Date" set forth below and continuing for the term under Licensee's agreement with Vendor. Licensee may use the Product to produce reports, charts, graphs, data, analyses, and other such results based on financial positions, assets, debts, cashflows, or obligations, held by, or directly related to, the general business ("Results") of the Licensee and its cl ients, including secondary analyses and reports derived from the Results and may distribute the Results to Licensee's clients, officers, employees, agents and accountants and other professional advisors (in connection with those accountants and other professional advisors performing services for Licensee). Licensee may not copy (except as set forth below), modify or change the Product or any portion thereof. Licensee may not enter into any service, reporting or other agreement or arrangement with any party pursuant to which the Product is used to produce or distribute Results for that party. Licensee may make one copy of the Licensed Datasets for back up purposes only. Licensee may not redistribute the Product or download the data incorporated in the Product for use in any manner other than with the Vendor Product.

2. Ownership; Proprietary Rights. Licensee acknowledges that (a) the Product, including any data incorporated in the Product, is the property of RMS (or has been licensed to RMS by a third party), (b) title and full ownership rights of the Product are reserved to RMS or such third party, and (iii) except for the License to the Product granted under this Agreement, Licensee does not obtain any proprietary rights to the Product.

3. DISCLAIMER. THE PRODUCT IS PROVIDED BY RMS "AS IS", ALL EXPRESSED OR IMPLIED WARRANTIES AND REPRESENTATIONS OF ANY KINO WITH RESPECT TO THE PRODUCT ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, (A) WARRANTIES AS TO MERCHANTABILITY OR USE FOR A PARTICULAR PURPOSE (INCLUDING INVESTMENT DECISIONS), WHETHER OR NOT RMS KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE, (B) WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE PRODUCT OR INFORMATION DERIVED FROM THE PRODUCT, (C) WARRANTIES AS TO THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE PRODUCT, OR (C) ANY REPRESENTATION OR WARRANTY THAT THE PRODUCT IS IN ANY WAY GUIDANCE FOR ANY INVESTOR OR INVESTORS IN GENERAL TO DETERMINE THE SUITABILITY OR DESIRABILITY OF THE INVESTMENT IN A PARTICULAR SECURITY, OR SECURITIES IN GENERAL.

4. Service Commencement Date:--------

Please indicate your acceptance to the terms contained in this Agreement by executing a copy of this Agreement below:

Licensee: City of Los Angeles

By:---------

Name: Antoinette Christovale. CPA

Title: Director of Finance I City Treasurer

Address: 200 North Spring Street Room 201 , City Hall Los Angeles, CA 90012

Fax:

RiskMetrics Solutions, LLC.:

By: _______ _

Name: _______ _

Title: - -------

Address: 7 World Trade Center 250 Greenwich Street New York, New York 10007

Attn: General Counsel Fax: (212) 981-7403

15

Method of Payment:

A. Direct Bill

Company Name

Company Address

City

State

Zip Code

Contact Name

Contact Phone Number

C. Tax-Exempt

BondEdge Solutions BILLING INFORMATION

B. Soft-Dollar (ask Vendor rep for soft­dollar addendum)

0 Check here if tax-exempt. Copy of tax-exempt certificate attached. Initial here

Signature:

Name (Print): --------- ----

Company:

Date:

16