HomeMy WebLinkAboutContract 57053 City Secretary Contract No. 57053
FORT WORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager, and PFM FINANCIAL ADVISORS LLC("Vendor"
or "Lead Financial Advisor"), a Delaware limited liability company and acting by and through its duly
authorized representative, each individually referred to as a "party" and collectively referred to as the
"parties."
1. Scope of Services. Vendor is engaged by the City as its financial advisor to provide the
services ("Services"), which are set forth in more detail in Exhibit"A", attached hereto and incorporated
herein for all purposes. Upon the request of City,an affiliate of Vendor or a third party referred or otherwise
introduced by Vendor may agree to additional services to be provided by such affiliate or third party,by a
separate writing,including separate scope and compensation,between City and such affiliate or third party.
2. Term. This Agreement begins January 1, 2022 ("Effective Date") and expires on
December 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City will have the option,in its sole discretion,to renew this Agreement under the same
terms and conditions,for an additional 2 one-year renewal option(s)(each a"Renewal Term")at the City's
option.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Vendor will not
perform any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City will not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
OFFICIAL RECORD
Vendor Services Agreement—PFM Financial Advisors,LLC
CITY SECRETARY
FT. WORTH, TX
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City,unless disclosure is required by law or judicial or regulatory process.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will,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 at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
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will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will 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,contractors,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL 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
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING 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 VENDOR,ITS OFFICERS,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however,Vendor will fully participate and cooperate
with City in defense of such claim or action.City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
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documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted,Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assi ng ment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with cer ificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle hired and non-owned.
(c) Worker's Compensation:
Vendor Services Agreement—PFM Financial Advisors,LLC Page 4 of 17
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions): ❑ Applicable ❑N/A
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through a separate policy specific
to Professional E&O.Either is acceptable if coverage meets all other requirements.
Coverage must 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear.The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City.Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth 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) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor 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 City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will 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 CITY: To VENDOR:
City of Fort Worth PFM Financial Advisors LLC
Attn: Assistant City Manager Attn: Dennis Waley,Managing Director
200 Texas Street I I I Congress Avenue, Suite 2150
Fort Worth,TX 76102-6314 Austin,TX 78701
Facsimile: (817) 392-8654 Facsimile: (512)472-0932
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its 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 will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governing Law/Venue. This Agreement will 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 will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or the Exhibits.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high 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 the services are completed. In such event, at Vendor's
option, Vendor will 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 City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
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of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will 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 will inure to the benefit of 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 will 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,Vendor 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 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 City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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 Vendor.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)does
not boycott Israel;and(2)will not boycott Israel during the term of the contract;provided that compliance
with such obligation does not cause Vendor to be in violation of any federal law or federal regulation
to which it is subject. The terms"boycott Israel"and"company"has the meanings ascribed to those terms
in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel;
and (2)will not boycott Israel during the term of the Agreement.
Vendor Services Agreement—PFM Financial Advisors,LLC Page 8 of 17
30. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The
terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement;
provided that compliance with such obligation does not cause Vendor to be in violation of any federal
law or federal regulation to which it is subject.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement;
compliance with such obligation does not cause Vendor to be in violation of any federal law or federal
regulation to which it is subject.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. For
the sake of clarity, any separate agreement between City and an affiliate of Vendor or any third party
referred or introduced by Vendor shall not in any way be deemed an amendment or modification of this
Agreement. 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.
34. Registered Municipal Advisor; Required Disclosures.Vendor is a registered municipal
advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities
Rulemaking Board(the"MSRB"),pursuant to the Securities Exchange Act of 1934 Rule 1513a1-2. If City
has designated Vendor as its independent registered municipal advisor("IRMA")for purposes of SEC Rule
1513a1-1(d)(3)(vi) (the "IRMA exemption"),then services provided pursuant to such designation shall be
Vendor Services Agreement—PFM Financial Advisors,LLC Page 9 of 17
the services described in Exhibit A hereto, subject to any agreed upon limitations. Verification of
independence (as is required under the IRMA exemption) shall be the responsibility of such third parry
seeking to rely on such IRMA exemption. Vendor shall have the right to review and approve in advance
any representation of Vendor's role as IRMA to City.
MSRB Rules require that municipal advisors make written disclosures to their clients of all material
conflicts of interest, certain legal or disciplinary events and certain regulatory requirements. Such
disclosures are provided in Vendor's Disclosure Statement delivered to City prior to or together with this
Agreement.
35. Information to be Furnished to Vendor. All information, data, reports, and records in
the possession of City or any third parry necessary for carrying out any services to be performed under this
Agreement ("Data") shall be furnished to Vendor. Vendor may rely on the Data in connection with its
provision of the services under this Agreement and the provider thereof shall remain solely responsible for
the adequacy,accuracy and completeness of such Data.
(signature page follows)
Vendor Services Agreement—PFM Financial Advisors,LLC Page 10 of 17
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
Reginald Zeno(Jan 27,202217:12 CST) this contract,including ensuring all performance and
By.Name: Reginald Zeno reporting requirements.
Title: Interim Assistant City Manager
By.
APPROVAL RECOMMENDED:
Name: John Samford
Title: Assistant Finance Director&City Treasurer
4mt&17
1P61441f ace APPROVED AS TO FORM AND LEGALITY:
By:
Name: Anthony"Tony"Rousseau
Title: Interim Finance Director
By.
ATTEST:
Name: Taylor C. Paris
Title: Assistant City Attorney
Tgnnefte s. Goo�gll CONTRACT AUTHORIZATION:
By: Jannette S.Goodall(Jan 31,2022 07:28 CST) M&C: 21-0948
Name: Jannette S. Goodall
Title: City Secretary p�*i -0�1F�R� 00
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VENDOR: a�nEXP`�ooOp
PFM Financial Advisors LLC
ogeezt /'� Gygzgg
By: Dennis P.Wa ley(Jan 27,2022 i2r,.59 CST)
Name: Dennis Waley
Title: Managing Director
Date: Jan 27,2022
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement-PFM Financial Advisors,LLC FT.WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
The Financial Advisor is willing to provide its professional services and its facilities as a financial advisor
in connection with all programs of financing as may be considered and authorized by City during the period
in which this Agreement is effective.Any additional work not expressly authorized or contemplated by this
Scope of Services Exhibit will require a separate engagement letter,signed by both parties,referencing the
hourly rates as provided for in the scope of services for such additional work.
1. FINANCIAL PLANNING
On at least a quarterly basis, or more frequently as requested by the City, the Financial Advisor
shall provide the following information to Issuer: ("Debt Instruments"shall mean certain evidences
of indebtedness or debt obligations that may be authorized and issued or otherwise created or
assumed by the Issuer).
1. Survey and Analysis.Conduct a survey of the financial resources of the Issuer to determine
the extent of its capacity to authorize, issue, and service any Debt Instruments
contemplated. This survey will include an analysis of any existing debt structure as
compared with the existing and projected sources of revenues which may be pledged to
secure payment of debt service and,where appropriate,will include a study of the trend of
the assessed valuation, taxing power and present and future taxing requirements of the
Issuer. In the event revenues of existing or projected facilities operated by the Issuer are to
be pledged to repayment of the Debt Instruments then under consideration,the survey will
take into account any outstanding indebtedness payable from the revenues thereof,
additional revenues to be available from any proposed rate increases and additional
revenues, as projected by consulting engineers employed by the Issuer, resulting from
improvements to be financed by the Debt Instruments under consideration.
2. Future Financings.Consider and analyze future financing needs as projected by the Issuer's
staff and consulting engineers or other experts,if any,employed by the Issuer.
3. Recommendations for Debt Instruments. Assist and advise in debt structuring and/or
restructuring decisions.On the basis of the information developed by the survey described
above, and other information and experience available, submit to the Issuer
recommendations regarding the Debt Instruments under consideration, including such
elements as the date of issue, interest payment dates, schedule of principal maturities,
options of prior payment, security provisions, and such other provisions as may be
appropriate in order to make the issue attractive to investors while achieving the objectives
of the Issuer. All recommendations will be consistent with the goal of designing the Debt
Instruments to be sold on terms which are advantageous to the Issuer,including the lowest
interest cost consistent with all other considerations.
4. Market Information. Advise the Issuer of current bond market conditions, other related
forthcoming bond issues and general information, with economic data, which might
normally be expected to influence interest rates or bidding conditions so that the date of
sale of the Debt Instruments may be set at a favorable time.
5. Elections.In the event it is necessary to hold an election to authorize the Debt Instruments
then under consideration,FA will assist in coordinating the assembly of such data as may
be required for the preparation of necessary petitions, orders, resolutions, ordinances,
Vendor Services Agreement—PFM Financial Advisors,LLC Page 12 of 17
notices and certificates in connection with the election, including assistance in the
transmission of such data to a firm of municipal bond attorneys("Bond Counsel")retained
by the Issuer.
6. Non-Debt Related Activities:
a. Develop new financing program alternatives and determine their impact on the
City;
b. Provide general advice on tax issues, particularly compliance with respect to
arbitrage rebate,but not including any arbitrage rebate calculations;
c. Develop financial analysis programs and computer models to be used in
conjunction with the City's financing program(s) using software and hardware
compatible with the City's computer system;
d. Establish and maintain automated interface to include full compatibility to
transmit information and data via Internet, high speed modem, diskette, and
other electronic media,including fax.Automated file transfers from the Advisor
must be compatible to the City's microcomputer system using City's software;
e. Review and advise on various projects involving potential City operations and/or
financing as requested by City staff,
f. Capital Improvements Programs. Identify policy issues and direction(s)related
to effective administration of the Capital Improvements Program;provide advice
and assistance in the development of any capital improvements programs of the
Issuer;
g. Long-Range Planning.Provide advice and assistance in the development of other
long-range financing plans of the Issuer;
h. Post-Sale Services. Subsequent to the sale and delivery of Debt Instruments,
review the transaction and transaction documentation with legal counsel for the
Issuer,Bond Counsel,auditors and other experts and consultants retained by the
Issuer and assist in developing appropriate responses to legal processes, audit
procedures,inquiries,internal reviews and similar matters.
2. DEBT MANAGEMENT AND FINANCIAL IMPLEMENTATION
1. General services.At the direction of the Issuer,FA shall:
a. Assist the staff with material preparation and attend any appropriate internal or
external meetings as deemed necessary by the City, which may include
coordination of local or regional investor outreach forums and education;
b. Assist in the planning and structuring of bond issues;
c. Assess current market conditions;
d. Identify and analyze key issues associated with a pending bond sale;
Vendor Services Agreement—PFM Financial Advisors,LLC Page 13 of 17
e. Assist and advise in the development of debt limits,debt service coverage ratios,
reserve funds or other debt policies as requested;
f. Assist in the procurement and negotiation of credit support mechanisms as
needed;
g. Attend various working groups,City and other appropriate meetings and provide
recommendations,as appropriate;
h. Assist in evaluating and reevaluating existing proposals as they relate to bond
sale documents;
I. Analyze the market conditions prior to,during and subsequent to the issuance of
any debt obligation.Summarize the reception of the debt obligation in the market
and evaluate performance relative to the market and other securities of similar
credit;
j. Undertake assignments regarding bond financing including, but not limited to,
budget, tax, cash management issues and related aspects of the City's financial
management programs and their development;
k. Advise and assist the City in complying with, preparing, and filing continuing
disclosure of financial information and operating data pursuant to,Securities and
Exchange Commission Rule 15c2-12;and
1. Exercise Calls and Ref endings. Monitor and provide advice concerning bond
refunding opportunities.Provide advice and assistance with regard to exercising
any call and/or refunding of any outstanding Debt Instruments.
2. Method of Sale. Evaluate the particular financing being contemplated, considering the
complexity, market acceptance, rating, size and structure in order to make a
recommendation as to an appropriate method of sale,and
a. If the Debt Instruments are to be sold by an advertised competitive sale,FA will:
I. Supervise the sale of the Debt Instruments,and will not submit a bid for
any Debt Instruments issued under this Agreement which the Issuer
advertises for competitive bids;
11. Disseminate information to prospective bidders, organize such
informational meetings as may be necessary, and facilitate prospective
bidders' efforts in making timely submission of proper bids;
iii. Assist the staff of the Issuer in coordinating the receipt of bids, the
safekeeping of good faith checks and the tabulation and comparison of
submitted bids; and
iv. Advise the Issuer regarding the best bid and provide advice regarding
acceptance or rejection of the bids.
Vendor Services Agreement—PFM Financial Advisors,LLC Page 14 of 17
b. If the Debt Instruments are to be sold by negotiated sale,FA will:
i. Assist the City in the selection of financial underwriting firms including
the preparation of the request for proposal to provide financial
underwriting services, in-depth evaluation of proposals submitted by
financial underwriting firms and oral presentations by such firms (if
any), and selection of the financial underwriting pool and financial
underwriting syndicates for specific transactions
ii. Supervise the sale of the Debt Instruments,and will not submit a bid for
any Debt Instruments issued under this Agreement which the Issuer
advertises for competitive bids;
iii. Cooperate with and assist any selected managing underwriter and their
counsel in connection with their efforts to prepare any Official
Statement or Offering Memorandum. FA will cooperate with and assist
the underwriters in the preparation of a bond purchase contract, an
underwriter's agreement and other related documents. The costs
incurred in such efforts,including the printing of the documents,will be
paid in accordance with the terms of the Issuer's agreement with the
underwriters,but shall not be or become an obligation of FA, except to
the extent specifically provided otherwise in this Agreement or assumed
in writing by FA;
iv. Assist the staff of the Issuer in the safekeeping of any good faith checks,
to the extent there are any such,and provide a cost comparison,for both
expenses and interest which are suggested by the underwriters, to the
then current market; and
V. Advise the Issuer as to the fairness of the price offered by the
underwriters;
3. Offering Documents. Coordinate the preparation of the notice of sale and bidding instructions,
official statement, official bid form and such other documents as may be required and submit all
such documents to the Issuer for examination,approval and certification. After such examination,
approval and certification, FA shall provide the Issuer with a supply of all such documents
sufficient to its needs and distribute by mail or, where appropriate, by electronic delivery, sets of
the same to prospective purchasers of the Debt Instruments. Also, FA shall provide copies of the
final Official Statement to the purchaser of the Debt Instruments in accordance with the Notice of
Sale and Bidding Instructions.
4. Credit Ratings. Act as lead with the rating agencies in conjunction with the City, providing
information as required. Make recommendations to the Issuer as to the advisability of obtaining a
credit rating,or ratings,for the Debt Instruments and coordinate the preparation of such information
as may be appropriate for submission to the rating agency, or agencies. In those cases where the
advisability of personal presentation of information to the rating agency, or agencies, may be
indicated, FA will arrange for such personal presentations, utilizing such composition of
representatives from the Issuer as may be finally approved or directed by the Issuer,and all required
follow-up.
Vendor Services Agreement—PFM Financial Advisors,LLC Page 15 of 17
5. Trustee,Paying Agent,Registrar.Upon request of the Issuer,counsel with the Issuer in the selection
of a Trustee and/or Paying Agent/Registrar for the Debt Instruments, and assist in the negotiation
of agreements pertinent to these services and the fees incident thereto.
6. Financial Publications. When appropriate,advise financial publications of the forthcoming sale of
the Debt Instruments and provide them with all pertinent information.
7. Consultants.After consulting with and receiving directions from the Issuer,arrange for such reports
and opinions of recognized independent consultants as may be appropriate for the successful
marketing of the Debt Instruments.
8. Auditors.In the event formal verification by an independent auditor of any calculations incident to
the Debt Instruments is required,make arrangements for such services.
9. Issuer Meetings. Attend meetings of the governing body of the Issuer, its staff,representatives or
committees as requested at all times when FA may be of assistance or service and the subject of
financing is to be discussed.
10. Printing. Upon request of the Issuer, solicit bids from financial printers for the sale of debt
obligations on behalf of the City, analyze the responses and provide a recommendation; to the
extent authorized by the Issuer,coordinate all work incident to printing of the offering documents
and the Debt Instruments.
11. Bond Counsel and Financing Team. Maintain liaison with Bond Counsel in the preparation of all
legal documents pertaining to the authorization, sale and issuance of the Debt Instruments. Assist
in the selection of professionals and financing team members,as necessary,including the selection
of underwriters, if asked to do so. Lead FA selected will be asked to support the delegation of
duties,roles and responsibilities of the Co-FA.
12. Changes in Laws. Provide to the Issuer copies of proposed or enacted changes in federal and state
laws,rules and regulations having, or expected to have, a significant effect on the municipal bond
market of which FA becomes aware in the ordinary course of its business,it being understood that
FA does not and may not act as an attorney for,or provide legal advice or services to,the Issuer.
13. Delivery of Debt Instruments. As soon as a proposal for the Debt Instruments is accepted by the
Issuer,coordinate the efforts of all concerned to the end that the Debt Instruments may be delivered
and paid for as expeditiously as possible and assist the Issuer in the preparation or verification of
final closing figures incident to the delivery of the Debt Instruments.
14. Debt Service Schedule; Authorizing Resolution. After the closing of the sale and delivery of the
Debt Instruments,deliver to the Issuer a schedule of annual debt service requirements for the Debt
Instruments and, in coordination with Bond Counsel,assure that the paying agent/registrar and/or
trustee has been provided with a copy of the authorizing ordinance,order or resolution.
Vendor Services Agreement—PFM Financial Advisors,LLC Page 16 of 17
EXHIBIT B
PAYMENT SCHEDULE
Any and all fees relating to a bond issuance contemplated by the Agreement shall become due and payable
concurrently with the delivery of the Debt Instruments to City.
Vendor will charge its financial advisory fees based on the schedule below,which will be split 50% with
the Co-Financial Advisor(Tijerina Galvan Lawrence LLC, under separate agreement with the City) and
Vendor:
Base $30,000
Plus $0.65 Per $1,000 Up to $100,000,000
Plus $0.60 Per $1,000 Thereafter
For requested services related to financings such as commercial paper and leasing programs,there will be
a flat fee of$70,000.
The maximum"not-to-exceed"price for each debt obligation issuance is set at$300,000.
There will be no charge or separate fee for coordination and preparation of the notice of sale and official
statement documents.
For any services the financing team performs not related to a bond issuance, the following hourly fee
structure applies:
Title Hourly Rate
Managing Director $350
Director/Senior Managing $300
Consultant/Senior Consultant
Senior Analyst/Analyst/Consultant $200
Administrative Assistant $150
Vendor Services Agreement—PFM Financial Advisors,LLC Page 17 of 17
1/31/22,3:48 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRT °RTI_�
Create New From This M&C
DATE: 12/14/2021 REFERENCE **M&C 21- LOG NAME: 13FINANCIAL ADVISOR
NO.: 0948 SERVICES
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Professional Services Agreement with PFM Financial
Advisors LLC and Tijerina Galvan Lawrence LLC for Financial Advisor Services and
Continuing Disclosure Services for the City of Fort Worth for a Three-Year Initial Term with
Two One-Year Renewal Options
RECOMMENDATION:
It is recommended that the City Council authorize execution of a professional services agreement with PFM
Financial Advisors LLC and Tijerina Galvan Lawrence LLC to provide financial advisory services and
continuing disclosure services for the City of Fort Worth for a three-year initial term with two one-year
renewal options.
DISCUSSION:
The Financial Management Services Department (FMS) will manage the professional services agreement
with PFM Financial Advisors LLC (PFM) and Tijerina Galvan Lawrence LLC (TGL) under which the firms will
deliver financial advisory and continuing disclosure services to the City of Fort Worth (City).
The financial advisors will assist the City in the management of its debt program as well as the design and
issuance of debt obligations such as bonds, certificates, tax notes, and other financial instruments as may be
required. The firms' services include, but are not limited to, quantitative analysis; evaluation and presentation
of financing options; provision of timely credit market information; preparation of offering documents; and
provision of advice and assistance with the issuance, sale and delivery of debt instruments as well
as attending meetings and the provision of ongoing services after the successful delivery of a debt
issuance.
On September 22, 2021, a request for qualifications (RFQ) for external financial advisor services was issued
by FMS with a proposal deadline of October 20, 2021. The city received joint proposals from (i) PFM
Financial Advisors LLC in conjunction with Tijerina Galvan Lawrence LLC and (ii) Hilltop Securities Inc. in
conjunction with Estrada Hinojosa & Company, Inc.; the city also received standalone proposals from RBC
Capital Markets LLC, Masterson Advisors LLC, and TKG and Associates LLC.
The proposals were evaluated by a selection committee (Committee), which consisted of key staff from the
FMS, Water and Law Departments. The proposals were evaluated based on the following criteria:
Firm's Qualifications and Experience (50\%)
Understanding the Needs of the City (20\%)
Commitment to Business Equity (15\%)
Reasonableness of Costs (10\%)
Soundness of Approach (5\%)
Staff from the DVIN office scored the commitment to business equity component of the evaluation criteria.
The Committee selected and invited finalists to give a presentation and participate in an interview
process. Interviews were held on November 19, 2021. Based on ratings received in both processes, PFM
and TGL were ranked the highest. The Committee agrees the recommended firms meet specifications and
that the price is fair and reasonable.
Typically, no charges for financial advisory services related to bond transactions are incurred unless bonds
are actually sold. Funds required to pay financial advisory fees will be available from proceeds of bond sales.
The financial advisor firm will also be able to provide special financial consulting work not directly related to a
bond sale, with compensation paid based on an hourly rate ranging from the amount of$150.00 for work
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1/31/22,3:48 PM M&C Review
performed by administrative assistants to the amount of$350.00 per hour for work performed by managing
directors. An individual engagement letter will be executed for each special project compensated on an
hourly basis.
Business Equity
PFM the lead financial advisor, and TGL, a certified minority-owned firm and the co-financial advisor, are in
compliance with the City's BDE Ordinance by committing to the work fees on bond transactions being
split 50/50 between the two firms respectively.
Agreement Terms
Upon City Council's approval, a contract will be executed with an initial three-year term beginning on
execution and ending three years thereafter.
Renewal Options
This agreement may be renewed for up to two 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 funds will be available from proceeds of bond sales upon issuance of
bonds, to support the approval of the recommendation and execution of the contracts. Prior to any
expenditure being incurred, the Financial Management Services Department has the responsibility to
validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Alex Laufer (2268)
ATTACHMENTS
BE Compliance FA Services- PFM.pdf (CFW Internal)
City. of Ft Worth- Form 1295 2( 021),pdf (CFW Internal)
Form 1295-City of Fort Worth.pdf (CFW Internal)
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