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HomeMy WebLinkAboutContract 55799City Secretary Contract No. 55799 ��� ����� PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL 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 PUBLIC TRUST ADVISORS, LLC ("Advisor"), a Colarado limited liability company, acting by and through its duly authorized representative. The City and Advisor may each be individually referred to as a"party" and collectively referred to as the "parties." 1. Scope of Services. Investment Advisory Services ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on May 1, 2021 ("Effective Date") and expires on Apri130, 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 up to two (2) renewal periods of one year each (each a"Renewal Term"). 3. Compensation. City will pay Advisor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000.00) PER YEAR. Advisor 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 Advisor not specified by this Agreement unless City first approves such expenses in writing. Termination. 41. Written Notice. City or Advisor may terminate this Agreement at any time and for any reason, or for no reason, by providing the other party with 30 days' written notice of termination. 4.2 Non-a�propriation 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 Advisor 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 Obli�ations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Advisor for services actually rendered up to the effective date of termination, and Advisor will continue to provide City with services requested by Ciry and in accordance with this Agreement up to the effective date of termination. Upon expiration or termination of this Agreement, Advisor will provide City with copies of all completed Professional Services Agreement—CFW Public TrustAdvisors �FF��'�QL REC'OR� CITY SECRETARY FT. WORTH, TX 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 wi11 return all City-provided data to City in a machine readable format or other format deemed acceptable to City. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Advisor hereby warrants to 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 Effective Date of this Agreement, Advisor hereby agrees to make full disclosure to City in writing immediately. 5.2 Confidential Information. Advisor, 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 wi11 not disclose any such information to a third party without the prior written approval of City. 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 Coniidential or Proprietary, City will promptly notify Advisor. It will be the responsibility of Advisor 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. Advisor must store and maintain City Information in a secure manner and will not allow unautharized users to access, modify, delete or otherwise corrupt City Information in any way. Advisor 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, Advisor 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. Advisar 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 recards, including, but not limited to, all electronic records, of Advisor involving transactions relating to this Agreement at no additional cost to City. Advisor agrees that City will have access during normal working hours to all necessary Advisor facilities and wi11 be provided adequate and appropriate wark space in order to conduct audits in compliance with the provisions of this section. City will give Advisor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Advisor will operate as an independent contractor as to all rights and privileges and wark 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, Advisor wi11 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. Advisor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants, and employees, and Advisor, its officers, agents, employees, servants, contractors, and subcontractors. Advisor further agrees that nothing herein will be construed as Professional Services Agreement — CFW Public Trust Advisors Page 2 of 15 the creation of a partnership or joint enterprise between City and Advisor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Advisor or of any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Advisor, nor any officers, agents, servants, employees, contractors, or subcontractors of Advisor will be entitled to any employment benefits from City. Advisor 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 subcontractors. 8. Liabilitv and Indemnification. 8.1 LIABILITY - ADVISOR 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 ADVISOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - ADVISOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO ADVISOR'S BUSINESS AND ANY RESULTING LOST PROFITS) 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, MALFEASANCE OR INTENTIONAL MISCONDUCT OFADVISOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 83 INTELLECTUAL PROPERTY INDEMNIFICATION — Advisor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for alleged infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of Advisor's 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 Advisor bears the cost and expense of payment for claims or actions against City pursuant to this section, Advisor 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 Advisor 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, Advisor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Advisor 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 Advisor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or Professional Services Agreement — CFW Public Trust Advisors Page 3 of 15 restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Advisor 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 Advisor, terminate this Agreement and refund all amounts paid to Advisor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 91 Assi n� ment• Advisor 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 Advisor under which the assignee agrees to be bound by the duties and obligations of Advisor under this Agreement. Advisor wi11 be liable for all obligations of Advisor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor wi11 execute a written agreement with Advisor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Advisor under this Agreement as such duties and obligations may apply. Advisor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Advisor must provide City with certificate(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 Advisor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Professional Services Agreement — CFW Public Trust Advisors Page 4 of 15 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): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specifc to Professional E&O coverage. 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/ar 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 the City's Risk Management division. 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. ( fl Certificates of Insurance evidencing that Advisor has obtained all required insurance will be delivered to the City prior to Advisor proceeding with any work pursuant to this Agreement. Professional Services Agreement — CFW Public Trust Advisors Page 5 of 15 11. Compliance with Laws, Ordinances, Rules and Regulations. Advisar agrees that in the performance of its obligations hereunder, it wi11 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 notifes Advisor of any violation of such laws, ordinances, rules, or regulations, Advisor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Advisor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Advisor'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 ADVISOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, ADVISOR 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: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To ADVISOR: Public Trust Advisors, LLC Chris DeBow, Managing Director 717 17t'' Street, Suite 1850 Denver, CO 80202 Facsimile: (303) 244-2462 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Advisor will, 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 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 Advisor 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 Advisor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 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 Professional Services Agreement — CFW Public Trust Advisors Page 6 of 15 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. Severabilitv. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions wi11 not in any way be affected or impaired. 19. Force Maieure. City and Advisor 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 ar 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 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 will not be employed in the interpretation of this Agreement or its 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. Warrantv of Services. Advisor 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 Advisor's option, Advisor will either (a) use commercially reasonable efforts to re-perfarm the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Advisor for the nonconforming services. 25. Immigration Nationalitv Act. Advisor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Advisor will provide City with copies of all I-9 Professional Services Agreement — CFW Public Trust Advisors Page 7 of 15 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Advisor must adhere to a11 Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Advisor employee who is not legally eligible to perform such services. ADVISOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS SECTION BY ADVISOR, ADVISOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Advisor, will have the right to immediately terminate this Agreement for violations of this provision by Advisar. 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 Wark Product. Ownership of the Wark 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 Wark Product, ar 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 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 Authoritv. 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 Advisor. 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. Advisor 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 Advisor or authorized official must sign the letter. A letter indicating changes in a company name ar 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 directar's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments. 29. No Bovcott of IsraeL If Advisor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Advisor 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. 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, Advisor certifies that Advisor's signature provides written verification to the City that Advisor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. 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 Professional Services Agreement — CFW Public Trust Advisors Page 8 of 15 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. 31. Entiretv of Agreement. This instrument together with its exhibits contains and constitutes the entire understanding and agreement between City and Advisor, their assigns and successors in interest, as to the matters contained herein. Any priar or contemporaneous aral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: PUBLIC TRUST ADVISORS, LLC T�S.�— S'tc��Gce� � birxo� B�7; Jesus 1 Chapa (Jun 3, 02116�,43 CDT) B�7; Stcp c�n (Jun 3, 202114:57 EDT) Name: Jesus "Jay" Chapa Name: Stephen J Dixon Title: Assistant City Manager Title: Director, Compliance Date: J u n 3, 2021 20 APPROVAL RECOMMENDED: BV: Reginal�(Jun3,20211554CDT) > Name: Reginald Zeno Title: Chief Financial Officer CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �, ����Q By: Name: John Samford Title: City Treasurer ATTEST: By: `� U U �� 0 Name: Mary Kayser Title: City Secretary �,o,�`-FORT �"�_� p. Q" ��00000000 � o � 0 ~ O o o�� � vo �=d � ° � ��oo o*� o � d�. °�000000� a APPROVED AS TO FORM AND LEGALITY: ;,�;.. /,i/ �;- By: � Name: Denis McElroy Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 21-0269 Form 1295: 2021-728868 Date: J U n 3, 2021 OFFICIAL REC�RD Professional Services Agreement — CFW Public Trust Advisors CITY SECRETARY FT. VIIORTH, TX 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: Advisor will provide advisory services forthe City's investment portfolio. 2. Advisor will conduct an annual 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 whileremainingcompliantwithstateandlocallawsand minimum requirements intheareas ofasset 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 fromthe 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 marketconditions; • Presentto staffand/or City Council on investment strategy, holdings, compliance and risk analysis. Professional Services Agreement — CFW Public Trust Advisors Page 10 of 15 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 per year 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 ofthe City of Fort Worth. 6. Advisorshall provideassistanceindevelopingandimplementinginvestmentstrategiesthat 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; and provide technical and fundamental market research, including yield curve analysis and projections for 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 of and recommend revisions to the City's Investment Policy and Strategy as well as assist in the review of investment management procedures, portfoliodocumentation, and safekeepingandcustodialprocedures. 10. Advisor shall perform due diligence reviews of current and proposed broker/dealers and financial institutions, monitor the creditworthiness of the financial institutions with which the City does business, and assist in keeping the authorized broker/dealer and financial institution lists 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 monthly reports of investment portfolio activity and performance, 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 standards. Advisor shall also provide separate quarterly and year�nd 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 the City Finance Department staff with a weekly statement of upcoming cash flows that includes maturities, coupons, called securities, and potentially callable instruments for a period of 45 days. Advisor shall, upon request, have the ability to provide a statement of upcoming cash flows fora longerperiod. 13. Advisor shall provide City Finance Department staff with ongoing training and technical advice as needed. Advisor shall provide itemized monthly invoices of charges and provide periodic status reports on the services provided by the firm. 14. Advisor shall perform an annual review of investment related notes and other pertinent Professional Services Agreement — CFW Public Trust Advisors Page 11 of 15 sections in the City's Comprehensive Annual Financial Report. 15. Advisor shall, on request, provide reports including Current Yield, Book Value Return, and Total Return as means of evaluating portfolio performance versus market index benchmarks and will suggest appropriate benchmarks for the City to consider using to evaluate the performance of its invested funds. Regulatory: Advisor Services: (a) Subject to and in compliance with the Investment Policy Statement (as defined below), Advisor shall, commencing on the Effective Date, on a non-discretionary basis, use its "best efforts" to direct and make recommendations regarding the assets in the City's general investment portfolio but will only purchase or sell securities related to its recommendations upon City's specific request and with City's prior written consent. (b) In furtherance of this Agreement, and except for the express limitations contained herein and in the Investment Policy Statement, City hereby designates and appoints Public Trust as City's Advisor for the term of this Agreement. (c) Advisor shall provide City with a monthly report detailing transactions for the period and an inventory of the investments in the City's general investment portfolio. Advisor may, in lieu of providing City with a physical monthly report, provide such City with secure online access to City's general investment portfolio records containing applicable transactions, investments, and associated reporting for the period(s). (d) Advisor does not assume responsibility for the accuracy of the information provided by City. (e) Unless Advisor otherwise agrees in writing, Advisor will not advise or take any action on behalf of City in any legal proceedings, including bankruptcies or class actions, involving securities held in, or formerly held in, City's general investment portfolio or the issuers of such securities. (f) To the extent that any securities in the City's general investment portfolio have voting rights, City shall have the option at its sole discretion to vote proxies with respect to the City's general investment portfolio's assets, and Advisor shall not have authority to vote such proxies. (g) Advisor may from time to time utilize the services of a third party in a sub-advisory capacity to provide certain services to City, including, but not limited to, arbitrage rebate compliance services. In these cases, Advisor will obtain written permission from City regarding the use of any such sub-adviser and otherwise comply with Section 9 of the Agreement. Advisor will continually monitor the services provided by the sub-adviser. (h) Occasionally, upon request, Advisor may maintain Unmanaged Accounts or External Assets for City in its portfolio accounting system for reporting purposes. Advisor defines an "Unmanaged Account" or "External AsseY' as one where the investment direction remains the sole responsibility of the City rather than the Advisor. Unmanaged Accounts or External Assets do not receive ongoing supervision and monitoring services Advisor does not make any investment recommendations and may not charge a fee for reporting on Unmanaged Accounts or External Assets. The primary purpose for this service is to include Unmanaged Accounts or External Assets owned by City in the performance reports provided by Advisor. Advisor assumes no liability for the underlying performance of any Unmanaged Account or External Assets and it is the City's sole responsibility for the accuracy or correctness of any such performance. Any Unmanaged Account or External Asset or assets may or may not be discernable on the City statement or report. Investment Guidelines: Advisor agrees to use its "best efforts" to provide advice and recommendations to the City regarding its general investment portfolio in accordance with City's written investment guidelines and restrictions for the management of the general investment portfolio (the "Investment Policy Statement"). Advisor shall make investment recommendations in accordance, and consistent with, the Investment Policy Statement. Investment recommendations described above may be in cash or securities. The Investment Policy Statement applies only to the assets for which Advisor is providing investment advice and recommendations. To In the event the Fort Worth City Council authorizes Advisor to manage any portion of the City's account (partial portfolio) and this Agreement is amended, City shall provide Advisor with prompt written notice and documentation of such determination to allow for Advisor's initial and ongoing securities review compliance with City's Investment Policy Statement. Advisor will use its best efforts to obtain the most favorable execution and price in connection with the purchase and sale of any inherited securities. Prior to the first recommended trade involving the City's general investment portfolio, Advisor, after due diligence review of any inherited securities, reserves the right to recommend that the City liquidate or decline to accept any inherited security(ies) that is not consistent with City's Professional Services Agreement — CFW Public Trust Advisors Page 12 of 15 Investment Policy Statement or Advisor's review of best execution. City may provide Advisor an amended Investment Policy Statement at any time, and Advisor shall implement such amended Investment Policy Statement as soon as practicable. Notwithstanding the preceding, in no event will Advisor follow any provision of the Investment Policy Statement or any provision of this Agreement that Advisor determines would contravene any applicable law, rule, or regulation of any governmental authority or securities exchange to which it is subject; provided that Advisor shall give City prompt written notice of such determination. Custody: Advisor shall not have authority to hold or have custody or have possession of any cash, securities or other properties of City or assets of the City's general investment portfolio ("Assets") or cause a Designated Custodian (as defined below) to deliver Assets or pay cash to Advisor, other than with respect to Advisor directly billing the Account for the fee payable to Advisor under this Agreement in accordance with the Investment Advisers Act of 1940, as amended (the "Advisers AcY') and Rule 206(4)-2 thereunder or other applicable law. City shall, through written notice provided in accordance with this Agreement, designate a custodian(s) (the "Designated Custodians") which will be a"qualified custodian" under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the "Advisers AcY'). The parties agree that the Designated Custodians shall have the sole responsibility to consummate and settle 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. City agrees not to grant the Advisor any additional rights or access to the Account except as specifically set forth in this Agreement. Consent to Electronic Delivery of Documents; Other Disclosures: (a) With the exception of Agreement-related notices provided in accordance with Section 13 of the Agreement, City consents to the delivery of documents related to the investment advisory services described within this Agreement in an electronic manner, as described below ("Consent to Electronic Delivery"). (b) 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 Advisor by City, or via secure online access to such documents. Advisor may use electronic delivery to effectively deliver to City any or all documents related to the relationship between City and Advisor. City acknowledges that it has access to this media and the ability to print and/or download the information provided thereby. Brokerage: City hereby agrees that Advisor shall have full authority and discretion to select brokers, dealers or counterparties through whom any transaction in respect of the Account shall be executed, provided, however, that Advisor may not employ the services of any such broker, dealer, or counterparty in connection with activities associated with the City's general investment portfolio unless and until such entity has been approved by the City Council or the City's investment advisory committee as required under Texas law. In connection with the selection of such brokers, dealers and counterparties, and the placing of such orders, Advisor will seek the most favorable execution and price "best execution," as described more fully in Form ADV Part 2A. In addition, City acknowledges that Advisor may recommend trades placed on behalf of City be aggregated with trades placed on behalf of other clients, so long as such trades are placed for the benefit of City and in accordance with the City's investment guidelines and are in accordance with Advisor's policies described in Form ADV Part 2A. Disclosure: Prior to, or contemporaneously with, entering into this Agreement, City has received: (i) Advisor's current SEC Form ADV Part 2A and Part 2B; and (ii) to the extent required by Regulation S-P (or similar federal or state law or regulations), a copy of Advisor's Privacy Policy (collectively, with the items listed in (i), the "Disclosure Documents"). City further acknowledges that City has, together with representatives of 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 Advisor prior to execution of this Agreement, and understands the matters set forth in these documents. In the event of a material change to any Disclosure Documents, the Advisor shall provide City with revised Disclosure Documents no later than 30 days following the change. Standard of Care: It is agreed that the standard of care applicable to Advisor under this Agreement is that owed pursuant to applicable federal and state law, including the Advisers Act. At a minimum and not displacing greater standards Professional Services Agreement — CFW Public Trust Advisors Page 13 of 15 of care in applicable state and federal law, Advisor will perform all duties and responsibilities in this Agreement with the care, skill, prudence, and diligence, under the circumstances then prevailing, that a prudent investment expert acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 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 Advisor makes no representation or warranty, express or implied that any level of performance or investment results will be achieved by the City's general investment portfolio or that the portfolio will perform comparably with any standard or index, including other clients of Advisor. Advisor shall have no responsibility or liability in the selection of investments other than for the City's general investment portfolio, or otherwise regarding the investment policies or strategy, or diversification of investments of assets of City. Exclusivity: Advisor and its affiliates perform, among other things, investment advisory services for accounts other than the City's general investment portfolio. City recognizes that Advisor and its affiliates may provide investment management services to other clients, regardless of whether the investment policies of such clients are similar to or differ from those that Advisor hereby undertakes to perform with respect to the City's general investment portfolio. Advisor and its affiliates may give advice and take action in the performance of their duties to clients that may differ from advice given, or the timing and nature of action taken, with respect to the City's general investment portfolio. Nothing in this Agreement shall be deemed to impose upon Advisor any obligation to purchase or sell or recommend for purchase or sale for the City's general investment portfolio any security or other property that Advisor, or its members, officers or employees, may purchase or sell, or recommend for purchase or sale, for their own account or the account of any other client, so long as it is Advisor's policy, to the extent practical, to allocate investment opportunities to the City's general investment portfolio over a period of time on a fair and equitable basis relative to its other clients. Professional Services Agreement — CFW Public Trust Advisors Page 14 of 15 Exhibit B Payment Schedule Fees: For Advisor's Services under this Agreement, City agrees to pay Advisor an annual Management Fee per contract year that is equal to the lesser of (A) $200,000.00 or (B) 2.4 basis points (0.00024 or 0.024%) of the value of the assets under management in the Account (including cash and cash equivalents and accrued interest). Fee shall be payable monthly in arrears and shall be calculated by (i) dividing the 2.4-basis-point rate by the number of days in the contract year, (ii) multiplying the resulting quotient by the number of days in the preceding month, and (iii) multiplying that product by the average daily market value for the assets in the Account during the preceding month (including cash and cash equivalents and interest). Advisor shall send City a copy of the Management Fee invoice for the specified billing period, and City shall remit payment within 30 days of receipt of such invoice. Professional Services Agreement — CFW Public Trust Advisors Page 15 of 15 M&C Review http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28819&councildate=4/13/2021[6/11/2021 9:01:11 AM] Official site of the City of Fort Worth, Texas City CounCil AgendA DATE:4/13/2021 REFERENCE NO.: **M&C 21- 0269 LOG NAME:13INVESTMENT_ADVISOR_SERVICES CODE:C TYPE:CONSENT PUBLIC HEARING:NO SUBJECT: (ALL) Authorize Execution of a Professional Service Agreement with Public Trust Advisors, LLC, for Investment Advisory Services for the Financial Management Services Department in an Amount Not to Exceed $200,000.00 Per Year for a Three- Year Initial Term with Two One-Year Renewal Options 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 Financial Management Services Department with a contract amount not to exceed $200,000.00 per year for an initial three-year term with two optional one-year renewals. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize a professional services agreement with Public Trust Advisors, LLC (PTA) to provide non-discretionary (i.e. the City retains the responsibility for approving all investment trades) advisory services in connection with the City’s general investment portfolio. The non-discretionary investment advisory services include (but are not limited to) the following: Being available in a timely manner, in person, by telephone, in virtual collaboration, or e-mail, for consultation or advice. Advisor will meet with and provide information to Council and the Financial Management Services (FMS) Department staff members as required. Advisor will meet periodically with staff to review and refine portfolio strategy and performance and shall attend and present at the City’s quarterly Investment Committee. Both on and off-site, daytime and evening meetings are possible; Comply with all applicable federal and State of Texas laws and the ordinances, resolutions, and the policies of the City of Fort Worth; Provide assistance with developing and implementing investment strategies that will maintain or enhance portfolio quality and performance within the parameters of the City’s established investment policy, relevant Federal, State, and Local laws, regulations, and ordinances; Work with the City’s Treasury management staff to assure completion of investment trades, delivery of the securities and availability of funds, assist with trade settlements when needed, and obtain and document competitive prices for securities transactions. Provide technical and fundamental market research including yield curve analysis and future interest rate movements, etc.; Provide investment advice including breakeven analysis on recommendations made to sell low yield securities and replace them with higher yielding securities; and Periodically (at least annually) review and provide input on the City’s Investment Policy. The City maintains an Investment Policy that is compliant with the Public Funds Investment Act and the requirements of the Investment Policy Certification Program through the Government Treasurers’ Organization of Texas. The City sought the services of a highly skilled firm with the following minimum qualifications: Registered as an Investment Advisor with the Securities and Exchange Commission (SEC) and registered and able to do business in the State of Texas Demonstrated familiarity with all applicable Texas statutes with regard to qualified investments for public entities (specifically chapters 2256 and 2257 of the Texas Government Code) Complete independence from any financial institution or securities brokerage firm M&C Review http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28819&councildate=4/13/2021[6/11/2021 9:01:11 AM] A minimum of ten years of experience in managing the investment of government operating and bonded debt funds Meet the City’s insurance requirements for a professional services engagement On February 3, 2021, a request for qualifications (RFQ) for investment advisory services was issued by the FMS Department with a proposal deadline of March 3, 2021. In addition to publishing the RFQ on the City’s website, the RFQ was published on the message board of the Municipal Advisory Council of Texas to further enhance exposure. Proposals were received from the following firms: AndCo Consulting, LLC Chandler Asset Management, Inc. Government Portfolio Advisors, LLC Hilltop Securities Asset Management, LLC Meeder Investment Management, Inc. Public Trust Advisors, LLC The proposals were evaluated by the City’s Investment Committee (the Committee), which consists of key staff from the FMS, Law, and Water Departments. The proposals were evaluated based on the following criteria: Qualifications and experience (50\%); Understanding the needs of the City (20\%); Commitment to business equity (15\%); Reasonableness of cost (10\%); and Soundness of approach (5\%) Staff from the Diversity and Inclusion office scored the commitment to business equity component of the evaluation criteria. Business Equity Division: Public Trust Advisors, LLC addressed the Business Equity requirement and is compliant to the Business Equity Program and Ordinance. In addition, references were surveyed from the top three ranked firms by the FMS Treasury management staff. At the conclusion of the evaluation process, the Committee unanimously recommended PTA as the firm that best meets the City’s non-discretionary investment advisory requirements. PTA has proposed a fee of 2.4 basis points based on the City’s general investment portfolio market value plus accrued interest with a fee cap of $200,000.00 per year. As a point of reference, the City currently pays a fee of 2.5 basis points with a fee cap of $250,000.00 per year. Based on the average quarterly balance of the market value plus accrued interest of City’s general investment portfolio from calendar year 2020, the proposed fee will translate into savings of approximately $53,430.00 over the initial three year term. The City's practice is to initially expense the fee upon payment; however, the fee is ultimately netted against investment earnings and recorded as a reduction of investment earnings in each fund participating in the City's internal investment pool. Agreement Terms Upon City Council's approval, the initial three-year term will begin on May 1, 2021 and end on April 30, 2024. 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. About Public Trust Advisors, LLC PTA has served as the City’s investment advisor since January 1, 2017. From day one, PTA has been responsive to the City’s needs and was instrumental in assisting the City with restructuring the general investment portfolio to maximize investment earnings within the parameters of the City’s Investment Policy and the requirements of the Texas Public Funds Investment Act (PFIA). M&C Review http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28819&councildate=4/13/2021[6/11/2021 9:01:11 AM] Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount Highlights of PTA’s experience, qualifications, and service offering include (but are not limited to): PTA is an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Adviser’s Act of 1940, as amended. PTA is registered to do business in the State of Texas. PTA is an independent investment advisor with no conflicts of interest unlike firms that are compensated from serving multiple roles within the public sector such as underwriters, banking institutions, insurance companies, and financial advisory consultants. In addition, PTA does not transfer revenues or profits from their asset management firm to other joint ventures, subsidiaries, or companies affiliated under a parent company structure unlike other firms within the industry. PTA prohibits the use of third-party soft dollar arrangements and has never entered into a soft dollar arrangement, so PTA’s customers are never charged for any soft dollar research. The PTA team has a lengthy experience in Texas dating back to 2001, which gives them a frontline view of the history of certain developments in the PFIA. PTA provides investment management services for the public sector including the management of local government investment pools (LGIPs) and separately managed accounts (SMAs). As of December 31, 2020, PTA provides investment advisory and management services for over 233 SMA and LGIP portfolios representing approximately $49 billion in assets under management. Large staff of professionals at the City's disposal – ten investment advisory professionals, seven portfolio management professionals, and a credit research 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 investment pool or the possible creation of a single participant investment pool to maximize earnings). Customized reporting: Authorized City staff will have 24/7 access to customizable dashboard and reporting capability on the PTA web portal. Credit research: PTA has its own proprietary credit research and credit team. Every credit counter party is continually reviewed as deemed necessary. PTA has vast experience at creating customized investment solutions that conform to the requirements of the PFIA. The investment solution(s) will be based on the City's cash flows, risk tolerances, and investment guidelines. PTA provides two PFIA qualified trainings per year in Texas that satisfy the training hours required by statute and allow participants to earn CPE credits at no additional cost (except for staff travel costs, if necessary) to the City. PTA will attend formal monthly and quarterly Investment Committee meetings to review the portfolio and to recommend changes to the City's positions as appropriate. PTA will conduct regularly scheduled compliance reviews of the portfolio. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the General Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Financial Management Services Department has the responsibility to validate the availability of funds. TO FROM Submitted for City Manager's Office by:Jay Chapa (5804) Originating Department Head:Reginald Zeno (8517) M&C Review http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28819&councildate=4/13/2021[6/11/2021 9:01:11 AM] Additional Information Contact:John Samford (2318) ATTACHMENTS