HomeMy WebLinkAboutContract 48538 4567
CITY SECRUARYCONTRACT No.8
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PROFESSIONAL SERVICES AGREEMENT
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his PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
l� between the CITY OF FORT WORTH (the"City"), a home rule municipal corporation of the State of Texas,
t e c-acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Public Trust Advisors,
LLC ("Investment Advisor" or "Advisor"), a Colorado limited liability company and acting by and through
Chris DeBow, its duly authorized Managing Director, each individually referred to as a "party" and
collectively referred to as the "parties."
1. SCOPE OF SERVICES. Advisor hereby agrees to assist City staff with the management of the
City's investment portfolio by providing investment advisory services for all funds in an Account held by a
Designated Custodian and other related services as described in Exhibit"A." As used in this Agreement,
the term "Designated Custodian" shall mean a financial institution selected by the City in accordance with
Section 4 of this Agreement. The term"Account"shall include all City funds that are subject to discretionary
investment at the direction of the City and exclude funds held in trust and invested by third parties (e.g., the
Permanent Fund, the trust for Other Post Employment Benefits, the Fort Worth Employees Retirement
Fund).
City acknowledges and agrees that it will provide Investment Advisor all information and documentation
that Investment Advisor may deem necessary or appropriate to provide the services.
Investment Advisor acknowledges that its services shall be subject to and performed in accordance with
the Texas Public Funds Investment Act and the City's most recently adopted Investment Policy and
Strategy, as such documents may be amended from time to time.
Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of
Work, more specifically describing the services to be provided hereunder.
2. TERM. This Agreement shall commence January 1, 2017 ("Effective Date") and shall expire on
December 31, 2017, unless terminated earlier in accordance with the provisions of this Agreement. This
Agreement may be renewed for up to three one-year renewal periods under the same terms and conditions.
Such renewals shall occur automatically unless either party gives written notice to the other at least ninety
(90) days prior to the expiration of the then-current term of its intention not to renew.
3. COMPENSATION. For Investment Advisor's services to City under this Agreement, City agrees
to pay Investment Advisor an annual fee equal to 2.5 basis points (0.025 %) of the Account (the"Advisory
Fee"), which shall be payable in monthly installments of one-twelfth each, provided, however, that the total
Advisory Fee shall not exceed$250,000.00 in any one year. The Advisory Fee is based on the average
daily market value plus accrued interest of the assets in the Account(including cash and cash equivalents)
and based on the number of days in the preceding month for the specified billing cycle.
Balances in the following accounts are exempt from any Advisory Fees: checking or savings accounts at
depository banking institutions, money market accounts, and investment pools. The City shall not be liable
for any expenses of Advisor not specified by this Agreement unless the City first approves such expenses
in writing.
Investment Advisor shall send City a copy of the Advisory Fee invoice for the specified billing period, which
shall remit payment within 30 days.
4. CUSTODY OF ASSETS.
4.1 Designated Custodians. City shall designate one or more financial institutions that are
unaffiliated with Advisor to serve as custodian(s) of the Account (the "Designated Custodians"). Each
Designated Custodian must meet the criteria of a "qualified custodian" under Rule 206(4)-2 of the
Investment Advisers Act of 1940, as amended (the"Advisers Act"). The parties agree that the Designated
OFFICIAL RECORD
Professional Services Agreement-Public Trust Advisors,LLC CITY SECRETARY Page 1 of 15
FT.WORTH TX
Custodians shall have the sole responsibility to consummate and settle any and all purchases, sales,
deliveries, receipts and other transactions made with respect to the Account, the collection of all income
(including, but not limited to, interest and dividends) and the acquisition and safekeeping of the assets,
securities, funds, and other properties comprising the Account. Investment Advisor shall not hold or have
custody or possession of any cash, securities or other properties of City or assets of the Account.
4.2 Asset Information. City agrees to promptly furnish, or to cause the Designated Custodians
to promptly furnish, to Investment Advisor, all data and information Investment Advisor may reasonably
request to complete the set up and render the services described in this Agreement. City acknowledges
that it receives custodial statements at least quarterly from the Designated Custodians indicating the
amount of funds and each asset in the Account at the end of reporting period (which shall be no less
frequently than quarterly) and sets forth all transactions of the Account during such period. City
acknowledges it has been advised to reconcile the report from Investment Advisor with the statement from
Designated Custodians and notify Investment Advisor immediately if there are any discrepancies.
4.3 Role of Custodian. City shall instruct the Designated Custodians to (i) carry out all
transactions as recommended, in writing or electronically, by Investment Advisor and as approved by the
City; (ii) confirm, in writing or electronically, all completed transactions to Investment Advisor and City staff;
and (iii) cooperate with Investment Advisor in its performance under this Agreement.
4.4 Authorized Representatives. City will provide Investment Advisor with a certificate
certifying the names and specimen signatures of the individuals who are authorized to act on behalf of City
and Designated Custodians and agrees to inform Investment Advisor promptly in writing of any change to
that list. Investment Advisor will be fully protected in relying upon any notice, instruction, direction, or
communication that has been executed by an individual who is so authorized to act on behalf of City or
Designated Custodians.
4.5 Designation of New Custodians. City will provide Investment Advisor prompt written notice
in advance of engaging a new Designated Custodian or Sub-custodian or removing a current Designated
Custodian in connection with the Account.
5. TERMINATION.
5.1. Convenience. The City or Advisor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days'written notice of termination.
5.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City'in any fiscal period for any payments due hereunder, City will notify Advisor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
5.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to its expiration, the City shall pay Advisor for services actually rendered up to the effective date of
termination, and Advisor shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement
for any reason,Advisor shall provide the City with copies of all completed or partially completed documents
prepared under this Agreement. In the event Advisor has received access to City information or data as a
requirement to perform services hereunder, Advisor shall return all City provided data to the City in a
machine readable format or other format deemed acceptable to the City.
6. CONFLICTS DISCLOSURES AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts. Advisor hereby warrants to the City that Advisor has made full
disclosure in writing of any existing or potential conflicts of interest related to Advisor's services under this
Agreement. In the event that any conflicts of interest arise after the execution of this Agreement, Advisor
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hereby agrees immediately to make full disclosure to the City in writing.
6.2 Receipt of Other Required Disclosures. By execution of this Agreement, City
acknowledges and agrees that it has received prior to or contemporaneously with entering into this
Agreement: (i) Investment Advisors' current SEC Form ADV Part 2A and Part 213; and (ii) to the extent
required by Regulation S-P (or similar federal or state law or regulations), a copy of Investment Advisor's
Privacy Policy(items in(i)and(ii)are, collectively,the"Disclosure Documents"). City further acknowledges
that it has, together with representatives of Investment Advisor, carefully reviewed this Agreement and any
applicable Disclosure Documents or other documents provided in connection herewith, has had the
opportunity to discuss such materials with representatives of Investment Advisor prior to execution of this
Agreement and that it understands the matters set forth in these documents.
In the event of a material change to any information in a Disclosure Document,the Investment Advisor shall
provide City with revised forms no later than 30 days following the change.
6.3 Inquiry or Litigation Impacting Services. If Advisor is or becomes the subject of (i) any
administrative or court investigation or other proceeding involving allegations of possible violations of any
federal financial security or financial advisory laws or regulatory agency rules (e.g., SEC, NASD, NYSE,
state securities board or commission) or (ii) any other legal or administrative proceeding that could
reasonably be expected to have a potential negative impact on Advisor's ability to effectively render
services to the City,Advisor shall notify City in writing within three(3) business of the date Advisor receives
notice or otherwise first becomes aware of such proceeding.
6.4 Confidential Information. Except as otherwise provided in Section 6.5 below, Advisor, for
itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the
City as confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
6.5 Unauthorized Access. Advisor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to view, access, modify, delete or otherwise corrupt City
Information in any way. Advisor shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event,Advisor shall,
in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
6.6 Performance Records. Investment Advisor shall have the right to acknowledge City as an
investment advisory client. During the term of this Agreement and for such period thereafter that Investment
Advisor continues to show any performance of City investments, City shall make available, and/or make
reasonable efforts to cause the Designated Custodians to make available, to Investment Advisor, at
Investment Advisor's sole expense, all information reasonably necessary to allow for the recalculation of
portfolio and composite-level returns, for the sole purpose of establishing and maintaining an audited
performance record and conforming to the Global Investment Performance Standards (GIPSO); provided
such information shall not be unreasonably burdensome to City(other than pursuant to the satisfaction of
applicable law or regulation). Investment Advisor shall defend and indemnify and hold City harmless for
any claims that arise or relate in any way, from Investment Advisor's use of such information.
7. CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS; OTHER DISCLOSURES.
7.1 In General. City consents to the delivery of documents related to the investment
management services described within this Agreement in an electronic manner, as described below.
7.2 Reports and Communications. City agrees and acknowledges that delivery of documents
may be via electronic means, including, but not limited to, a PDF file to the email addresses provided to
Investment Advisor by City under Section 7.4, or via secure online access to such documents. With the
exception of notices related to breach, non-renewal, or termination of this Agreement, Investment Advisor
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may use electronic delivery to effectively deliver to City any or all documents related to the relationship
between City and Investment Advisor. City acknowledges that it has access to this media and the ability
to print and/or download the information provided thereby.
7.4 Disclosures and Policies. Documents subject to this Consent to Electronic Delivery include
the Form ADV, Part 1, Part 2A firm brochure, and Part 2B brochure supplement; account reports and
reviews and other information about account activity; any disclosure or notification that is required under
applicable regulations; other regulatory communications; and information about Advisor's Privacy Policy.
7.4 Designated Recipients. City will provide appropriate e-mail addresses for receiving
electronic information consistent with these terms of electronic delivery by submitting a City Information
Profile. City will notify Investment Advisor in writing if delivery should be made to any additional e-mail
addresses or if delivery to any of the initially provided e-mail addresses should be discontinued. It is City's
responsibility to provide Investment Advisor with updates regarding changes to any authorized email
addresses. Should it come to the attention of Investment Advisor that the e-mail addresses provided are
not functioning, all documents will be sent in paper form. The consent to electronic delivery is valid until
such consent is revoked, in writing, to Investment Advisor by City. Occasional requests for paper
documents do not trigger revocation of this consent.
8. BROKERAGE. Advisor acknowledges that under Texas law before a qualified broker may engage
in investment transactions with the City, the broker must (i) be authorized by the City's governing body or
designated investment committee and (ii) have reviewed and acknowledged the City's investment policy
and strategy document. Investment Advisor will seek "best execution," as described more fully in Form
ADV Part 2A, for any such transactions and, in furtherance thereof, may recommend that a particular
broker,dealer or counterparty by authorized by the City to engage in a transaction in respect of the Account.
City acknowledges that Investment Advisor may, subject to any limitation in the Texas Public Funds
Investment Act and the City's most recently adopted Investment Policy and Strategy, aggregate trades for
City in accordance with Investment Advisor's policies described in Form ADV Part 2A. In the event of a
conflict between the Advisor's policies and either Texas law or City policy, Texas law or City policy shall
prevail.
9. RIGHT TO AUDIT. Advisor agrees that the City shall, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine and make copies at reasonable times any directly pertinent
books, documents, papers and records of the Advisor involving transactions relating to this Agreement at
no additional cost to the City. Advisor agrees that the City shall have access during normal working hours
to all necessary Advisor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Advisor reasonable
advance notice of intended audits.
Advisor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that
the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the
subcontract, or the final conclusion of any audit commenced during the said three years have access to
and the right to examine and make copies at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further that
City shall have access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions of this
paragraph. City shall give subcontractor reasonable notice of intended audits.
10. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Advisor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of the City. Subject to and in accordance with the conditions and
provisions of this Agreement, Advisor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Advisor acknowledges that the doctrine of respondeat
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superior shall not apply as between the City, its officers, agents, servants and employees, and Advisor, its
officers, agents, employees, servants, contractors and subcontractors. Advisor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Advisor. It is
further understood that the City shall in no way be considered a Co-employer or a Joint employer of Advisor
or any officers,agents,servants, employees or subcontractors of Advisor. Neither Advisor, nor any officers,
agents,servants, employees or subcontractors of Advisor shall be entitled to any employment benefits from
the City.Advisor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers, agents, servants, employees or subcontractors.
11. LIABILITY AND INDEMNIFICATION.
11.1 LIABILITY. ADVISOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF ADVISOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
11.2 INDEMNIFICATION. ADVISOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF ADVISOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
12. ASSIGNMENT AND SUBCONTRACTING. Advisor shall not assign or subcontract any of its
duties, obligations or rights under this Agreement without the prior written consent of the City. If the City
grants consent to an assignment, the assignee shall execute a written agreement with the City and the
Advisor under which the assignee agrees to be bound by the duties and obligations of Advisor under this
Agreement. The Advisor and Assignee shall be jointly liable for all obligations of the Advisor under this
Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the
subcontractor shall execute a written agreement with the Advisor referencing this Agreement under which
the subcontractor shall agree to be bound by the duties and obligations of the Advisor under this Agreement
as such duties and obligations may apply. The Advisor shall provide the City with a fully executed copy of
any such subcontract.
13. INSURANCE. Advisor shall provide the City with certificate(s) of insurance documenting policies
of the following minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
13.1 Coverage and Limits.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Advisor, its employees, agents, representatives in
the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
(c) Worker's Compensation-Statutory limits
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Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease- policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas Workers' Compensation Act, Tex. Labor Code §401.001 et seq.,
and minimum policy limits for Employers' Liability of$100,000 each accident/occurrence, $500,000
bodily injury disease policy limit and $100,000 per disease per employee
(d) Professional Liability(Errors & Omissions)
$20,000,000 Each Claim Limit
$20,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall be claims-made, and
maintained for the duration of the contractual agreement and for two(2)years following completion
of services provided. An annual certificate of insurance shall be submitted to the City to evidence
coverage.
13.2 General Requirements.
(a) The commercial general liability and automobile liability policies shall name the
City as an additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of
non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102,with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key
Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of
Risk Management. If the rating is below that required, written approval of Risk Management is
required.
(e) The City shall be entitled, upon request and without incurring expense, to review
Advisor's insurance policies, including endorsements thereto as they apply to the types of
coverage, endorsement, and limits required by the City, and at the City's discretions,Advisor may
be required to provide proof of insurance premium payments.
(f) Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
(g) Certificates of Insurance evidencing that the Advisor has obtained all required
insurance shall be delivered to the City prior to Advisor proceeding with any work pursuant to this
Agreement.
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14. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Advisor agrees that
in the performance of its obligations hereunder, it will comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement
will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the
City notifies Advisor of any violation of such laws, ordinances, rules or regulations, Advisor shall
immediately desist from and correct the violation.
15. NON-DISCRIMINATION COVENANT. Advisor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the
performance of Advisor's duties and obligations hereunder, it shall not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. If any claim arises
from an alleged violation of this non-discrimination covenant by Advisor, its personal representatives,
assigns, subcontractors or successors in interest,Advisor agrees to assume such liability and to indemnify
and defend the City and hold the City harmless from such claim.
16. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To the City: To Advisor:
City of Fort Worth Public Trust Advisors, LLC.
Attn: Susan Alanis, Assistant City Manager Attn:
200 Texas 717 17th Street, Suite 1850
Fort Worth TX 76102-6311 Denver, CO 80202
Facsimile: (817) 392-8654 Facsimile: (303)244-0462
with copies at same address to
Financial Management Services Department
and
City Attorney's Office
17. SOLICITATION OF EMPLOYEES. Neither the City nor Advisor shall, during the term of this
Agreement and additionally for a period of one year after its expiration or termination, solicit for employment
or employ, whether as employee or independent contractor, any person who is or has been employed by
the other during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
18. GOVERNMENTAL POWERS/IMMUNITIES. It is understood and agreed that by execution of this
Agreement, the City does not waive or surrender any of its governmental powers or immunities.
19. NO WAIVER. The failure of the City or Advisor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's
or Advisor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
20. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
21. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
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impaired.
22. FORCE MAJEURE. The City and Advisor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement. However, if either party is unable, either in whole or
part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial
disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises;
earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or
agency of the United States or of any state; declaration of a state of disaster or emergency by the federal,
state, county, or City government in accordance with applicable law; any arrests and restraints; civil
disturbances; or explosions; or some other reason beyond the party's reasonable control (each a "Force
Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during
the continuance of such event, and the affected party shall not be held liable for damages attributable to
the Force Majeure Event.
23. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
24. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have had the
opportunity to review and revise this Agreement and that the normal rules of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of
this Agreement or exhibits hereto.
25. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless
such amendment is set forth in a written instrument, which is executed by an authorized representative of
each party.
26. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached
hereto and any documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Advisor, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
27. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be considered an original, but such counterparts shall together constitute
one and the same instrument and Agreement. A manually signed copy of this Agreement delivered by
facsimile, email, or other means of electronic transmission shall be deemed to have the same effect as
delivery of an original signed copy of this Agreement.
28. STANDARD OF CARE. Advisor warrants that its services will be of a professional quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that City is made aware of said breach. In such event, at
Advisor's option, Advisor shall either (a) use commercially reasonable efforts to re-perform the services in
a manner that conforms with the warranty, or (b) refund the fees paid by the City to Advisor for the
nonconforming services.
It is agreed that the standard of care applicable to Investment Advisor under this Agreement is that owed
pursuant to applicable federal and state law, including the Advisers Act and the Texas Public Funds
Investment Act. Nothing herein shall in any way constitute a waiver or limitation of any right of City or any
person under the federal and state securities laws. City acknowledges that Investment Advisor makes no
representation or warranty, express or implied that any level of performance or investment results will be
achieved by the Account or that the Account will perform comparably with any standard or index, including
other cities engaging Investment Advisor's services. Investment Advisor shall have no responsibility or
liability in the selection of investments other than for the Account. Advisor shall, at City's request, offer
advice and recommendations regarding City's investment policies and strategies but shall not bear
responsibility of liability for the investment policies or strategy, or diversification of investments of assets
as ultimately determined by the City.
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Notwithstanding the generality of the foregoing,Advisor acknowledges and agrees that by entering into this
Agreement,Advisor is assuming the role of a fiduciary of the City and affirms that Advisor shall (i)act in the
best interest of the City, putting the City's interests ahead of Advisor's own at all times; (ii) provide advice
and investment recommendations that Advisor views as being in the best interests of the City; and (iii)
adhere to the duties of loyalty and care with respect to the City.
29. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration &
Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification,
and nondiscrimination. Advisor shall verify the identity and employment eligibility of all employees who
perform work under this Agreement.Advisor shall complete the Employment Eligibility Verification Form (I-
9), maintain photocopies of all supporting employment eligibility and identity documentation for all
employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Advisor shall establish
appropriate procedures and controls so that no services will be performed by any employee who is not
legally eligible to perform such services. Advisor shall provide City with a certification letter that it has
complied with the verification requirements required by this Agreement. Advisor shall indemnify City from
any penalties or liabilities due to violations of this provision.City shall have the right to immediately terminate
this Agreement for violations of this provision by Advisor.
30. INFORMAL DISPUTE RESOLUTION. If either City or Advisor has a claim, dispute, or other matter
in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,
the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party
shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)
business days of receipt of the notice, both parties shall commence the resolution process and make a good
faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to
resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of
the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon
written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules
of the American Arbitration Association or other applicable rules governing mediation then in effect. The
mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including
attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot
resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies
available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue
without delay all of their respective duties and obligations under this Agreement not affected by the dispute.
Either party may, before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such
relief is necessary to protect its interests.
31. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Advisor
whose name, title and signature is affixed on the Verification of Signature Authority Form,which is attached
hereto as Exhibit "B" and incorporated herein by reference. Each party is fully entitled to rely on these
warranties and representations in entering into this Agreement or any amendment hereto.
32. INCORPORATION OF EXHIBITS. All Exhibits attached hereto are incorporated herein and made
a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms
and conditions of this Professional Services Agreement shall control.
33. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement, collectively, "Work Product." Further, City
Professional Services Agreement-Public Trust Advisors,LLC Page 9 of 15
shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Advisor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent,trademark,trade secret,
and all other proprietary rights therein, that the City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of the City.
[Signature page follows]
Professional Services Agreement-Public Trust Advisors, LLC Page 10 of 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this L44-day of
Beeer�t�e��e.
ACCEPTED AND AGREED:
CITY OF FORT WORTH PUBLIC TRUST ADVISORS, LLC.
By. 1
Nqe: Susan Alanis
Ass-9tant City Manager
Date: 1 3 0 1 a o (Fn
By:
Name: Chris DeBow
APPROVAL RECOMMENDED: Title: Managing Director
Date: 12/30/2016
By: za
Name: AARbi.j %CNaS
Title: GC-0 ATTEST:
CONTRACT MANAGER:
L �iA�D��
By: By:
Name: MAwi V-PAvj'-'2 "- Name: Tom Tight
Title: ut&auof•, F1nAs1cf- Title: Managing Director
01F FO�
ATTES �
By: 4
Mary Kvuery
r
City Se
............
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APPMWED AS TO F, RM 7VD LEGALITY: AS
B : I
y D i 'C. McElry
Assistant City �Oney
CONTRACT AUTHORIZATION: EFT. WOFff
CORD
M&C: P-11972 TARY
Date Approved: December 6, 2016
,TX-I�97
Professional Services Agreement-Public Trust Advisors, LLC Page 11 of 15
EXHIBIT A
STATEMENT OF SERVICES
The Investment Advisor (Advisor) will assist City of Fort Worth staff with the management of the
City's investment portfolio by providing the following services:
1. Advisor will provide advisory services for the City's investment portfolio.
2. Advisor will conduct a comprehensive review, make recommendations, and provide on-
going services and advice regarding the City's cash flow needs and investment
opportunities and goals as follows.
Information Gathering and Planning
Advisor will develop an understanding of the goals of the City's treasury management
program and of the legal limitations applicable to City investments with an eye toward
making recommendations on how to revise City policies and strategies to increase yield
while remaining compliant with state and local laws and minimum requirements in the areas
of asset allocation and maturity requirements, reporting, benchmarking, establishing roles
and responsibilities, internal controls and investment procedures and competitive selection
of investments.
Advisor will:
• Review and achieve familiarity with all applicable governing documents, including
Texas Public Funds Investment Act(PFIA), the City's investment policy and strategy,
bond covenants, and other relevant authorities;
• Analyze estimated cash flows, based on historic spending and taking into account
current and future budgetary needs and goals;
• Assess markets for eligible securities and investment opportunities.
Analysis and Recommendations
Advisor will develop an investment solution that suits the needs of the City, based upon
information gleaned from the planning phase.
Advisor will:
• Prepare a strategy summary document outlining Advisor's recommended approach
and proposed revisions to the City's cash planning and investment policies and
strategies;
• Present the strategy to staff, committees, and/or City Council;
• Analyze the benchmarking criteria currently being used for the City's short-term and
long-term portfolios and recommend changes as needed.
Ongoing Servicing and Advice
Advisor will continuously monitor market and legal environments for changes and
recommend policy and strategy modifications as needed to adapt to changing conditions
and will provide ongoing servicing, reporting and transparency tools to assist staff and
governing bodies to participate in actively managing the City's funds on an ongoing basis.
Advisor will:
• Prepare investment reports (monthly, quarterly, annual), provide training on how
to access all reporting online in a 24/7 password protected site, and provide hard
copies of reports as requested;
• Prepare market and strategy updates, considering legal and policy limitations,
maturities, liquidity needs, and market conditions;
Professional Services Agreement-Public Trust Advisors,LLC Page 12 of 15
• Present to staff and/or City Council on investment strategy, holdings, compliance
and risk analysis.
3. Advisor shall be available in a timely manner, in person, by telephone or e-mail, for
consultation or advice. Meet with and provide information to Council and Finance
Department staff members as needed. Meet periodically with staff to review and refine
portfolio strategy and performance. (Both on and off-site, daytime and evening meetings
are possible).
4. Advisor shall be available for in-person meetings at the City's quarterly investment
committee meetings as well as the potential for attending at least one City Council work
session to provide an update on the City's portfolio and how well it is performing.
5. Advisor shall comply with all federal laws and state of Texas laws and the ordinances,
resolutions and policies of the City of Fort Worth.
6. Advisor shall provide assistance in developing and implementing investment strategies that
will maintain or enhance portfolio quality and performance within the parameters of the
City's established investment policies and cash flow needs.
7. Advisor shall work with the City's cash management staff to assure completion of
investment trades, delivery of the securities and availability of funds, assist with trade
settlements when needed, obtain and document competitive prices for securities
transactions. Provide technical and fundamental market research including yield curve
analysis and future interest rate movements.
8. Advisor shall provide investment advice including breakeven analysis on recommendations
made to sell low yield securities and replace them with higher yielding securities.
9. Advisor shall assist in the review and recommend revisions to the City's Investment Policy
and Strategy as well as assist in the review of investment management procedures and
portfolio documentation, as well as, safekeeping and custodial procedures.
10. Advisor shall perform due diligence reviews of current and proposed broker/dealers and
financial, monitor the creditworthiness of the financial institutions with which the City does
business and assist in keeping the authorized financial institution list updated.The Advisor
shall monitor the creditworthiness of the City's depository and custodian bank and
investments in the portfolio.
11. Advisor shall provide detailed reports of investment portfolio activity and performance
monthly, a report that demonstrates the benefit on the portfolio's return of using an
investment advisor. Reports should include relevant benchmarks,earnings and accounting
methodology. Reports shall follow Generally Accepted Accounting Principles (GAAP) and
Governmental Accounting Standards Board (GASB)fair-value reporting.Advisor shall also
provide separate quarterly and fiscal year end portfolio performance reports based on the
City's fiscal year. If execution/delivery/settlement of trades is done by City, then City is to
provide trade ticket confirmations to Advisor for preparation of required reports.
12. Advisor shall provide weekly, to City Finance Department staff, a statement of upcoming
cash flows that includes maturities, coupons, called securities and potential callable for a
period of 45 days. Upon request, have the ability to provide a statement of upcoming cash
flows for a longer period.
13. Advisor shall provide City Finance Department staff with ongoing training and technical
advice as needed.
Professional Services Agreement-Public Trust Advisors,LLC Page 13 of 15
14. Advisor shall provide itemized monthly invoices of charges and provide periodic status
reports on the services provided by the firm.
15. Advisor shall perform an annual review of investment related notes and other pertinent
sections in the City's Comprehensive Annual Financial Report(CAFR).
16. Advisor shall describe the firms' experience in preparing reports including Current Yield,
Book Value Return, and Total Return as a means of evaluating portfolio performance
versus market index benchmarks. Suggest various benchmarks that the City should
consider using for its invested funds.
Professional Services Agreement-Public Trust Advisors,LLC Page 14 of 15
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Public Trust Advisors, LLC
717 171h Street, Suite 1850
Denver, Colorado 80202
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Company and to execute any agreement, amendment or change
order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or
other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this
Form in entering into any agreement or amendment with Company. Company will submit an updated Form within
ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current
executed Form until it receives a revised Form that has been properly executed by the Company.
1. Name: Chris DeBow
Position: Managing Director
1 nn
2. Name: Greg Wright
Position: President
3. Name: Tom Jordan
Position: CEO
4. Name: John Grady
Position: Managing Director
;4A 411
5. Name: Tom Tight
Position: Managing Director
6. Name: Randy Palomba
Position: Chief Investment Officer
Name: TomJordan
CEO
Date: December 30, 2016
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRTyVoRT1i
COUNCIL ACTION: Approved on 12/6/2016
REFERENCE ** 13P16-0193 INVESTMENT
DATE: 12/6/2016 NO.: P-11972 LOG NAME: ADV MJ FMS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Professional Service Agreement with Public Trust Advisors,
LLC, for Investment Advisory Services in an Amount Up to $250,000.00 per Year for a
One-Year Initial Term with Three One-Year Renewal Options for the Financial
Management Services Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Professional Services
Agreement with Public Trust Advisors, LLC, to provide investment advisory services for the City of
Fort Worth in an amount up to $250,000.00 per year for a one-year initial term with three one-year
renewals for the Financial Management Services Department.
DISCUSSION:
The Financial Management Services Department (FMS) will use this Agreement for Investment
Advisory services to assist the City of Fort Worth (City) staff with the management of City's
investment portfolio. Services will comply with all federal and state laws and the ordinances,
resolutions and policies of the City of Fort Worth.
On April 6, 2016, a Request for Proposal (RFP) for Investment Advisory Services was issued with a
submission deadline of May 5, 2016. Four firms responded to the RFP. The firms responding
included:
Patterson & Associates
First Southwest Asset Management, LLC
FTN Financial Main Street Advisors, and
Public Trust Advisors, LLC
An evaluation committee was formed with representatives from the Financial Management Services
Department, Internal Audit, and the Water Department. The committee was charged with reviewing
and evaluating the respondent's proposals with respect to the RFP based on the following evaluation
factors:
Qualifications & Experience
References
Financial Stability and Ability to Obtain Insurance and Bonding
Cost for Services
The evaluation committee members completed a thorough evaluation of the proposals. Each of the
four firms were then interviewed in person to provide an opportunity to have further discussions on
the evaluation criteria. At the conclusion of the process, the evaluation committee recommended
Public Trust Advisors, LLC (PTA) as the firm who best meets the needs of the City and who shares
the City's vision for investment management.
Public Trust Advisors, LLC
Highlights of Public Trust Advisors' experience and qualifications include:
The firm is registered as an investment advisor with the Securities and Exchange Commission.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22976&councildate=12/6/2016 1/4/2017
M&C Review Page 2 of 3
PTA has experience in managing more than $18 billion of public funds, with more than $5 billion in
the State of Texas.
Large staff of professionals at the City's disposal — 10 investment advisory professionals, 7
portfolio management professionals, and a credit team.
Highly customized investment solutions utilizing industry leading strategies, to potentially include
revisions to the investment policy to take advantage of cutting-edge liquidity management
techniques (i.e. a customized Local Government Investments Pool or the possible creation of a
single participant investment pool to maximize earnings).
Customized reporting: City will have 24/7 access to customizable dashboard and reporting
capability on the PTA website.
Credit Research: PTA has its own proprietary credit research and credit team. Every credit counter
party is continually reviewed as appropriate.
On-Site Training: PTA will provide highly customized on-site Public Funds Investment Act training
as needed to maintain compliance with state law.
PTA has vast experience at creating customized investment solutions that conform to the
requirements of the Texas Public Funds Investment Act. The investment solution(s) will be based
on the City's cash flows, risk tolerances, and investment guidelines.
PTA will attend formal monthly and quarterly meetings to review the portfolio and to recommend
changes to the City's positions as appropriate.
PTA will conduct regularly scheduled compliance reviews.
PTA has quoted the City a fee of 2.5 basis points for the assets they will directly manage. Assets and
investments where they provide advice and consulting services will not be subject to this fee.
REQUEST FOR PROPOSAL ADVERTISEMENT-This RFP was advertised in the Fort Worth Star-
Telegram on April 6 2016, April 13, 2016, April 20, 2016 and April 27, 2016. One hundred seventy-
three vendors were solicited from the purchasing database system; four responses were received.
The responding firms were: FTN Financial Main St Advisors, Patterson &Associates, First Southwest
Asset Management, LLC, and Public Trust Advisors, LLC.
M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division and approved by the M/WBE Office, in accordance with the BIDE Ordinance,
because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negligible.
AGREEMENT TERMS - Upon City Council's approval, the Agreement will begin on January 1, 2017
and end on December 31, 2017.
RENEWAL OPTIONS -This Agreement may be renewed for up to three successive one-year terms
at the City's option. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the fees for these services are included in the fiscal year 2017
budget. Fees will be netted against investment earnings and recorded in each fund participating
within the investment pools.
BQN\16-0193\MJ
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program ActivityBudget Reference# Amount
ID ID Year Chartfield 2
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22976&councildate=12/6/2016 1/4/2017
M&C Review Page 3 of 3
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Mark Krawczyk (7761)
Jack Dale (8357)
ATTACHMENTS
Form 1295 - Public Trust Advisors LLC.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=22976&councildate=12/6/2016 1/4/2017
R07� C,-,
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
101`1
Complete Nos.i-4 and 6 if there are Interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number
of business. 2016-130597
Public Trust Advisors LLC
Denver,CO United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form Is 10/31/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
City of Fort Worth IP 16.0193
Investment Management and Advisory Services
Q
Nature of interest
Name of Interested Parry City,State,Country(place of business) (check applicable)
Controlling Intermediary
Palomba, Randy Denver,CO United States X
Grady,John Denver,CO United States X
Tight,Tom Denver,CO United States X
Jordan,Tom Denver,CO United States X
Wright,Greg Denver,CO United States X
DeBow,Chris Denver,CO United States X
5 Check only if there is NO Interested Party.
6 AFFIDAVIT 1 swear,or affirm,under penalty of perjury,that the above disclosure Is true and correct.
AUDREY L PARKER
NOTARY PUBLIC
STATEOF COLORADO
I
NOTARY D 26164011887
WMISSION EXPIRES MARCH 25,200
Signature of orized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of[JCher–,
20_((-0 ,to certify which,witness my hand and seal of office.
ftJ-tA _L /—
Signature of officer admin ter ng oath Printed name of officer acfministering oath Tide of officer admi sterinTA g oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0,277