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HomeMy WebLinkAboutContract 62706City Secretaiy Contract No, V� 7 o V �RT �ORTH � � VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEM�NT ("Agreement") is inade and entered into by ai�d between the CITY OF FORT WORTH ("City"), a Texas home rule inunicipal corporation, acting by and through its duly authorized Assistant City Managei�, 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 fnancial advisor to provide the services ("Seivices"), 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 af�liate or third party. 2. Terin. This Agreeinent begins Januaiy 1, 2025 ("Effective Date") and expires on December 31, 2027 (`Bxpiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreetnent under the same terms and conditions, for an additional 2 one-year renewal option(s) (each a"Renewal Tei7n") at the City's option. 3. Co►npensation. City will pay Vendor in accordance with the provisions of this Agreetnent, inchiding Exhibit "B," which is attached hereto and incorporated herein for all puiposes. Vendor will not perform any additional services or bill far� 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 inay terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of te�mination. 4.2 Non-appropriation of Funds. In the event no funds or insuf�cient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendoi• of such occurrence and this Agreement will terminate on the last day of the fiscal period for which a��ropriations were i•eceived 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 tliis 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 Ciry with services requested OFFICIAL RECORD Vendor Services Agreement— PFM Financial Advisors, LLC CITY SECRETARY page 1 of 17 FT. WORTH, TX by City and in accordance with this Agreement up to the effective date of termination. Upon termivation of this Agreement for any reason, Vendor will pi•ovide City with copies of all coinpleted or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Infoi7nation or data as a requirement to pei•form seivices hereunder, Vendor will return all City provided data to City in a machine readable fonnat or other format deeined acceptable to City. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hei•eby wai•i•ants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendoi•'s services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby ageees itnmediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and eiilployees, agrees that it will treat all infonnation provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry witllout the prior written appi•oval 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 nlaintained by Ciry are subject to disclosw•e undei• the Texas Public Information Ack In the event there is a request for information marlced Confidential or Proprietaiy, City will promptly notify Vendor. It will be the responsiUility of Vendor to submit reasons objecting to disclosure. A detei•nlination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Te�as 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 imnlediately if the security or integrity of any City Information has been compromised or is believed to l�ave been compromised, in which event, Vendor� will, in good faith, use all commercially reasonable efforts to cooperate with Ciry in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Infoimation fi�om furthei- unauthorized disclosure. 6. Ri�ht 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 cominenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent boolcs, 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 worlcing 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 Vendoi• �vill operate as an independent contractor as to all rights and privileges and worlc performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of tihis Agreement, Vendor will have the exclusive right to contr•ol 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 aclaiowledges that the doctrine of resportdeut sc�perior Veudor Services Agreement — PFM Financial Advisors, LLC Pnge 2 of 17 will not apply as between City, its officers, agents, servants and employees, and Vendor, its ofiicers, agents, employees, seivants, contractors, and subcontractors. Vendor furthei• agrees that nothing hei•ein will be consti-ued as the creation of a partnership or joint enterprise between Ciry a�1d Vendor. It is furthei• undeistood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any of�cers, agents, seivants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, se�vants, employees, contractors, or subcontractors of Vendoi• will be entitled to any eiiiployment benefits fi�oin City. Vendor will be responsible and liable for any and all payinent and reporting of taxes on behalf of itself, and any of its of�cers, agents, servants, employees, contractors, or contractors. 8. Liability and Indeinnification. 8.1 LIABILITY - VENDOR {�{'ILL I3E LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTI' DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, T-VHETHER IZEAL OR ASSLRTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLO�'EES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEA�NIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDENINIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, A GENTS, SER T�ANTS AND EMPL O YLES, FR OM AND A GAINST' ANY AND ALL CLAItYIS OR LAWSUITS OFANYKIND OR CHARACTER, I�VHETHER REAL OR ASSERTED, FOR EITHER PROPERTI'DAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJUR Y, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT 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, oi• pay, at its own cost and expense, a►ay claim or action against City for i�ifringement of any pate�it, copyi•ight, trade marlc, trade secret, oi• similar p►•operty right arising from City's use of the softrvare and/or documentation in accordance with this Agf•eement, it being understood that this agreement to defend, settle o►• pay will iiot apply if City modi�es or misuses the softwaj•e and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pw�suant to this section, Vendoi• will have the right to conduct the defense of any such claim or action and all negotiations fo►� its settlement or comproinise and to settle oi• compi•omise any sucli claim; however, City �vill have the right to fully participate in any and all such settlement, negotiations, or la�vsuit as necessa�y to protect City's interest, and City agrees to cooperate with Vendor in doing sa In the event City, for �vhatever i•eason, assumes Yhe responsibility for payment of costs and expenses for any claim oi• action b►'ouglit against City for infringeinent arisiug under tl�is Ag►•eement, City will liave tlie sole i•ight to coiiduct tlie defense of any such claim or action and all negotiations for its settlement or comp►•oinise and to settle oi• 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 actiou, �vith copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's asswnption of payment of costs or eYpeuses will not elimiiiate Vendor's duty to iiidemnify City undei• tliis Agreement. If the softwai•e and/oi• Vendor Se�vices Agreement— PPM Pina�icial Advisors, LLC Page 3 of 17 documentatio�i or any part tliereof is held to inft�inge acid the use thereof is enjoined or i•esti�ained or, if as a result of a settlement o�� coinpromise, sucli use is materially advei�sely resti•icted, Vendor will, at its own expense and as City's sole i•emedy, either: (a) procure foi• City ttie t•ight to coiiti�iue to use the software aiid/oi• documentatio�i; oi• (b) modify the software and/or documentatio�i to malce it non-infringi�ig, provided that such modification does not materially adversely affect City's authorized use of the software and/oi� documentatio�i; or (c) replace the software and/o►• documentation with equally suitable, compatible, and functionally equivalent non-infringing sofrivare and/oi� documentation at no additional cl�arge 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, subsequeut to which tei•►ni�iation City may seelc any aud all i•emedies available to City under law. 9. Assi�nment and Subcontracting. 9.1 Assi�mnent. Vendor will not assign or subcontract any of its duties, obligations oi• rights under this Agreement without the prioi• written consent of City. If City grants consent to an assigilment, the assignee will execute a written agreement with City and Vendoi� 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 Agreeinent prior to tlie effective date of the assignment. 9.2 Subconh�act. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendoi• referencing this Agreement under whicli subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations inay apply. Vendor must pi•ovide City with a fully executed copy of any such suUcontract. 10. Insura�ice. Vendor must provide City with certiflcate(s) of insm�ance documenting policies of the following rypes and minimuni coverage limits that are to be in effect prior to coimziencement of any Services pursuant to this Agreeinent: 10.1 Covera�e and Limits (a) Commei•cial Genei•al Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occui7�ence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or repi•esentatives in the course of providing Seivices under this Agreement. "Any vehicle" will be any vehicle hired and non-owned. (c) Worlcer's Compensation: Vendor Services Agreement— PFM Pivancial Advisors, LLC Page 4 of 17 Statutory limits according to the Texas Worlcers' Compensation Act ot• any other state worlcers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injuiy by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional LiaUility (Eri•oi•s & Omissions): ❑ ApplicaUle ❑ N/A $1,000,000 - Each Claiin 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 inust be claims-made, and maintained for the dui•ation 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 commei•cial general liability and automobile liaUility policies inust name City as an additional insm�ed tl�ei•eon, as its intecests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted �ervices. (b) The workers' compensation policy inust include a Waivei• of Subrogation (Right of Recovery) in favor of City. (c) A ininimum 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 premiLim. Notice inust be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worfli, 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 insucers must have a minimum rating of A- VII in the cnrrent A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Rislc 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. ( fl 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. Vendor Se�vices Agreement— PFM Financial Advisors, LLC Page 5 of 17 11. Compliance with Laws, Ordinaiices, Rules and ReEulations. Vendor agrees that in the perforiiiance of its obligations l�ereunder, it will comply with all applicable fedei•al, state and local laws, ordinances, iules and regulations and that any worlc it produces in connection witl� this Agreement will also conlply with all applicable federal, state aud local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor inust iininediately desist from and correct the violation. 12. Non-Discriinination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the perforinance of Vendor's duties and obligations llereunder, it will not discriininate in the treatnleilt or einployment 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 INT�REST, V�NDOR 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, seivants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the otliei• party by United States Mail, registei•ed, c•etui•n receipt i•equested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 To VENDOR: PFM Financial Advisors LLC Attn: Dennis Waley, Managing Director 1 11 Congi•ess Avenue, Suite 2150 Austin, TX 78701 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neithei• City nor Vendor will, during the tei7n of this Agreement and additionally for a period of one year after its termination, solicit for employinent or ernploy, whether as employee or independent contractor, any person who is or has been employed by the other dtu•ing the terin of this Agreement, without the prior writteu 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 aud agreed that by execution of this Agreement, City does not waive or surrender any of its govermnental 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 filhire occasion. Vendor Services Agreement — PFM Financial Advisors, LLC Page 6 of 17 17. Governing Law / Venue. This Agreeinent 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 bi•ouglit pursuant to this Agceement, venue foi• such action will lie in state courts located in Tan�ant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severabilit�. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validiry, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeui•e. City and Vendoi• will exercise their best efforts to ineet their respective duties aud obligations as set foi•th in this Agreeinent, 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 govei•nment law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; locicouts; natural disasters; wars; riots; epidemics or pandemics; govei�ninent action or inactioil; orders of government; inaterial or labor restrictions by any govermneiztal authority; transportation proUlems; resh�aints or prohibitions by any court, board, depart�nent, commission, or agency of the Uilited States or of any States; civil disturbances; othei• 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 EvenY'). 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 Foi•ce Majeui•e 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 detei7nined by the City in its sole discretion. The notice required by this section inust be addressed and delivered in accordance with Section 13 of this Agreeinent. 20. Headiiigs not Controllin�. 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 aclaiowledge that each party and its counsel have reviewed and revised this Agreement and that the nonnal r�iles of constr�iction 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 tliis Agreeinent will be binding upon a pai•ty hereto iinless set forth in a wi•itten instrument, whicl� is executed by an authorized i�epresentative of each party. 23. Counteruarts. This Agreement may be executed in one or nlore counterparts and each counterpart will, for all ptuposes, be deemed an original, but all such counterparts will together constitute oile and the same instiument. 24. Wai•i•anty of Services. Vendor wan•ants tl�at its seivices will be of a high quality and conform to generally prevailing indushy standards. City must give written notice of any breach of this wairanty witl�in thii-ty (30) days from the date that the seivices are completed. In such event, at Vendor's optioii, Vendor will either (a) use commercially reasonable efforts to re-perform the seivices in a manner that conforms with the wai•1•anty, or (b) i•efund the fees paid by City to Vendor foi• the nonconforming seivices. 25. Imini�ration Nationalit� Act. Vendor must verify the identity and employment eligibility Vendor Seivices Agreement — PPM Pinancial Advisors, LLC Page 7 of 17 of its einployees who perforin worlc under this Agreement, including completing the Einployinent Eligibiliry Verification Fori11 (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 worlc under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appi�opriate procedures and controls so that izo services will be perforilied by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITI�S, OR LOSSES DU� 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 Agreeinent for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, worl< papei•s, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction witli the seivices provided undei• tl�is Agi•een�ent (collectively, "Worlc Product"). Furtliei•, Ciry will be the sole and exclusive owner of all copyright, patent, tradeinarlc, trade secret and other proprietaiy rights in and to the Worlc Product. Ownership of the Work Product will inure to the benefit of City frotn the date of conception, ci•eation or �xation of tl�e Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Worlc Product will be considered a"work-made- for-hire" within the meai7ing of the Copyright Act of 1976, as amended. If aiid to the extent such Worlc 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 Worlc Product, and all copies thereof, and in and to the copyright, patent, trademarlc, trade secret, and all other proprietaiy rights therein, that City may have or obtain, without fui-ther consideration, free fi�om any claim, lien for balance due, or rights of retention thereto on the part of City. 27. S_i�nature 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 authoi•ity l�as Ueen granted by pi•oper oi•der, i•esolution, ordinance oi• other authoi•ization of the entity. This Agt�eement and any amendment hereto, may be e�ecuted by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or auy amendment hereto. 28. Chaiige in Company Name oi• Ow�ie►•ship. Vendor inust notify City's Purchasing Manager, in writing, of a coinpany name, ownership, or address change for the purpose of maintaining updated City records. The pi•esident of Vendor or authorized official must sign tlle letter. A letter indicating changes in a company name oi• ownei•ship must be accompanied with suppoi•ting legal documentation such as an updated W-9, documents flled with the state indicating such change, copy of the board of directoi's resolution approving the action, or an executed mei�ger or acquisition agreement. Failure to provide the specifed documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Ve�idoi• has fewer tha�i 10 employees or tl�is Agreement is foi• less than $100,000, this section does not apply. Vendor acknowledges that in accordauce with Chapter 2271 of flie Texas Government Code, the City is prohibited from entering into a contcact �vith a coillpany for goods or seivices unless the contract contains a written verification fi�om the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the tei-tn of the conh�act; 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 "compauy" has tl�e meanings ascribed to those terms in Section 2271 of the Texas Goverrunent Code. By sigiii►ig this Agc•eernent, Vendor ce►�tifies tliat Vendoj•'s sig�iatui•e pi•ovides w►•itten vei•ification to tlie City t}iat Vendo� :(1) does not boycott Israel; and (2) �vill not boycott Israel dui�ing the term of the Agt�eement. Vendor Seivices Agreemeut — P['M Financial Advisors, LLC Page 8 of 17 30. Prohibition on BoVcottin� Ener�y Companies. Vendor acicnowledges that in accordance with Chaptei• 2274 of the Texas Government Code, as added by Acts 2021, 87t1i Leg., R.S., S.B. 13, � 2, the City is prohibited fi•om entering into a contract for goods or seivices tliat has a value of $100,000 oi• more that is to be paid wholly or partly fi�om public fiinds of the City with a company with 10 or more full- time einployees unless the contt�act contains a writteil verification from tl�e 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 "coinpany" 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 tllis Agreement, by signing fliis Agi•eement, Vendor certifies that Vendor's signature provides written verification to the Ciry that Vendor: (1) does not boycott energy companies; and (2) will not boycott eneigy companies during the term of this Agreement; provided that compliance with such obligation does not cause Vendor to be in violation of any fedei•al law or fedei•al regulation to whicl� it is subject. 31. Prohibitio►i oii Discrimiiiation A�aiust Fireai•m and Ammu�iitio�i Lidusti•ies. 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 pi•ohibited fi•om entering into a contract foi• goods or seivices that has a value of $100,000 or inore that is to be paid wholly or partly fi•om public funds of the City with a coinpany with 10 or more full-tiine employees tmless the contract contains a written verification froin flie company that it: (1) does not l�ave a practice, policy, guidance, or directive fliat discrin�inates against a firearm entity or firearm trade association; and (2) will not discriinulate dui•ing the term of the contract against a firearm entity or fireai-�l1 t��ade association. The terins "disci•iminate," "fireai-m entity" and "�rearn7 ti•ade association" have the meaning ascribed to those terms by Chapter 227A of the Texas Govei•nment Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § l. To the extent that Chaptec- 2274 of the Governineilt Code is applicable to this Agreement, by signing this Agreemeiit, 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 firear•m entity or firearm trade association; and (2) will not discrllninate against a firearin entity or iu�earm t��ade 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. Electroiiic Si�natui•es. This Agreement may be eYecuted by electronic signat�u�e, which will be considered as an original signature for all purposes and have the same force and effect as an original siguatut•e. For these purposes, "electi•onic signature" meaus electronically'scan�led and transulitted versions (e.g. via pdi tile or facsimile transrnissio�l) of an original signature, or signatui•es electronically inserted via software such as Adobe Sign. 33. Entirety of A�reement. This Agreement contains tl�e entire ttnderstanding and agreement between Ciry and Vendor, their assigns and successors in interest, as to the inatters contained herein. For the sake of clarity, any separate agreement between City and an affiliate of Vendor or any third party refeired or introduced by Vendor shall not in any way be deemed an amendment or modification of this Agr�eeinent. Any prior oi• contemporaneous oi•al or written agreement is hei•eby declared nul] and void to the extent in conflict with any provision of this Agreement. 34. Re�istered MuniciUal Advisot ; Required Disclosures. Vendoi• is a registered municipal advisor with tlie Securities and Exchange Comiilission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities �xchange Act of 1934 Rule 15Ba1-2. If City has designated Vendor as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the "IRMA exemption"), then set�vices provided puisuant 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 requir'ed under tl�e IRMA e�ei�iption) sliall be tl�e responsibiliry of such tl�ii•d parry seelcing to i•ely on such IRMA exeinption. Vendor shall have the right to i�eview and appi•ove in advance any representation of Vendor's role as IRMA to City. MSRB Rules require that municipal advisors malce wt•itten disclosui•es to their clients of all material conflicts of interest, certain legal or discipliilary events and certain regulatoiy requirements. Such disclosures are provided in Vendor's Disclosure Statement delivered to City prior to oi• together with this Agreement. 35. Informatio�i to be Fui•nished to Vendor. All infoi•mation, data, reports, and records in the possession of City or any third party necessaiy for carrying out any seivices to be performed under this Agreement ("Data") shall be furnished to Vendor. Vendor may rely on the Data in connection with its pi•ovision of the seivices under this Agreement and the pr�ovidei• thereof shall r�emain solely responsible for the adequacy, accuracy and completeness of such Data. (sig�tutru•e page folloit�s) Veiidor Services Agreeme��t—PFM Financial Advisors, LLC Page ]0 of 17 IN WITNESS WHEREOF, the parties liereto liave executed this Agreelnent in nlultiples. CITY OF FORT WORTH: C J J I � By: �'['��/ /_//"z. ,r,�_o---- Name: David oke Title: City� anager APPROVAL RECOMMENDED: CONTRACT COMPLIANCE MANAGER: By signing I acicnowledge that I am the person responsible for the monitoring and adminish•ation of tl�is contract, including ensuring all �erformance and reporting reqttirements. By: � Name: Alex Laufer Title: Debt Manager �' V � $y; Reginald Zeno (Jan 6, 2025 10:54 CST) Name: Reginald Zeno �nan� o� FORp �d Title: Finance Director p;,�� ��p9dd C!�B .10 dVo �=G ATTEST: °�d* ��o �° � � a�a� �E4p546p<, B : �j,�� � � Y Name: Jannette S. Goodall Title: City Secretary VENDOR: PFM Financial Advisors LLC .j -- By: =��- - Name: Dennis �a ey Title: Managing Director Date: 1 /6/2025 APPROVED AS TO FORM AND LEGALITY: ��/�.GY By: ��� Naine: Tayloi• C. Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-1056 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement — PPIvI Financial Advisors, LLC Page 11 oY 17 EXHIBIT A SCOPE OF SERVICES The Financial Advisor is willing to provide its professional seivices and its facilities as a financial advisor in connection witl� al] progi•ams of financing as may be considered and authorized by City during the period in which this Agreement is effective. Any additional worlc not expressly authorized or contemplated by this Scope of Seivices Exhibit will requii•e a separate engagement letter, signed by both parties, referencing the hourly rates as provided for in the scope of services for such additional worlc. I . 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). Survey and Analysis. Conduct a survey of the financial resources of the Issuer to deterinine the extent of its capacity to authoi•ize, issue, and seivice any Debt Instiuments 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 secui•e payment of debt service and, where appropriate, will include a study of the trend of the assessed valuation, ta�cing power and present and futuce taxing requirements of the Issuer. In the event r�evenues of eaisting or projected facilities operated by the Issuer are to be pledged to repayinent of the Debt Instruments then under consideration, the survey will take into account aiiy outstanding indebteduess payable from tl�e revenues tl�ereof, additional revenues to be available fi•om any proposed rate increases and additional reveimes, as projected by consulting engineers employed by the Issuer, i�esulting fi•om improvements to be financed by the Debt Instruments under consideration. 2. Fut�ue Financings. Consider and analyze future fii7ancing needs as projected by the Issuer's staff and consulting engiueers or other experts, if any, employed by the Issuer. Recommendations for Debt Instiuments. 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 Instiliments 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 malce the issue attractive to investors while achieving the objectives of the Issuer. All recommendations will Ue consistent with the goal of designing the Debt Instr�iinents to be sold on terms which are advantageous to the Issuer, including the lowest interest cost consistent with all other considerations. 4. Marlcet Informatioil. Advise the Issuer� of current bond marlcet conditions, other related forthcoining bond issues and general inforination, with economic data, whieh inight normally be eapected to iilfluence interest rates oi• bidding conditions so that the date of sale of the DeUt Instruments may be set at a favorable time. 5. Elections. In the event it is necessaiy to hold an election to aµthorize the Debt Instruments tlien under consideration, FA will assist in coordinating the asseinbly of such data as may Vendor Seivices Agreement— PFM Financial Advisors, LLC Page 12 of 17 be required for the preparation of necessary petitions, orders, resolutions, ordinances, notices and certificates in connection with tl�e election, including assistance in t3�e transmission of sucl� data to a iinn of municipal bond attorneys (`Bond Counsel") i•etained by the Issuer. ' 6. Non-Debt Related Activities: a. Develop new �nancing prograul alternatives and determine their iinpact on the City; b. Provide general advice on tax issues, particularly compliance with respect to arbitrage rebate, but not including auy arbitrage rebate calculations; c. Develop �nancial analysis prograuis and computei• models to be used in � conjunction with the City's fiiiancing 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 lnternet, l�igh speed modem, diskette, and other electi•onic media, including fax. Automated �le transfeis fi�oin 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; £ 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 progi•ams of the Issuer; g. Long-Range Planning. Pt�ovide 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 ri�ansaction and transaction docuinentation with legal couusel 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, inquii•ies, intei71a1 i•eviews and similar matters. 2. DEBT MANAGEMENT AND FINANCIAL IMPLEMENTATION L General setvices. At flie direction of the Issner, FA shall: a. Assist the staff with material preparation and attend any appropriate internal or eaternal meetings as deemed necessaiy by the City, which may inchide coordination of local or regional investor outreach forums and education; b. Assist in the planning and structuring of bond issues; c. Assess current marl<et conditions; Vendor Se�vices Agreement — PFM Financial Advisors, LLC Page 13 of 17 d. Identify and analyze lcey issues associated with a pending bond sale; e. Assist and advise in the development of debt limits, debt seivice coverage ratios, reserve funds or other debt policies as requested; f. Assist ii� the procurement and negotiation of credit support mecl�anisms as needed; g. Attend various working groups, City and other appropriate meetings and provide recommendatiotls, as appropriate; h. Assist in evaluating and reevaluating existing proposals as they relate to bond sale documents; i. Analyze the marlcet conditions prior to, during and subsequent to the issuance of any debt obligation. Suinmarize the reception of the debt obligation in the marlcet and evaluate performance relative to the marlcet and other securities of sinular credit; j. Undertalce assignments regarding bond �nancing including, but not limited to, budget, tax, cash managen7ent issues and related aspects of the Ciry's financial manageinent programs and theii• development; lc. Advise and assist the City in complying with, preparing, and filing continuing disclosure of finaizcial information and operating data ptusuant to, Securities and Exchange Coininission Rule 15c2-12; and 1. Eaercise Calls and Refundings. Monitor and provide advice concerning bond refunding opportunities. Provide advice and assistance with regard to exercising any call and/or refimding of any outstanding Debt Instruments. 2. Method of Sale. Evaluate the particular financing being conteinplated, considering the complexity, market acceptance, rating, size and structure ii1 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. Supeivise the sale of the Debt Instiuments, and will not subinit a bid foi• any Debt Instiuinents issued under this Agreeinent which the Issuer advertises for competitive bids; ii. Disseminate information to prospective bidders, organize such iuformational meetings as may be necessaiy, and facilitate prospective bidders' efforts in mal<ing timely submission of proper bids; iii. Assist the staff of the Issuer in coordinating the receipt of bids, the safelceeping of good faith checks and the tabulation and comparison of submitted bids; and , iv. Advise the Issuer regarding the best bid and provide advice i•egarding acceptance or rejection of the bids. Ve�idor Se�vices Agreement— PFM Financial Advisors, LLC Page 14 oC 17 b. If the Debt Insti-uments are to be sold by negotiated sale, FA will: Assist the City in the selection of financial undei�vriting firtns including the preparation of the request for proposal to provide financial underwciting seivices, in-depth evaluation of proposals submitted by financial underwriting fums and ora� presentations by such firms (if any), and selection of the financial underwriting pool and financial Lulderwriting syndicates for specific transactions ii. Superv3se the sale of the Debt Instiuments, and will not submit a bid for any Debt Instr��inents issued under this Agreeinent which the Issuer advertises for competitive bids; iii. Cooperate with and assist any selected managing tuiderwriter and their counsel in connection with their efforts to prepare any Official Statemeizt or Offering Memorandum. FA will cooperate with and assist the underwriters in the preparation of a bond purchase cont��act, an underwriter's agreement and other related documents. The costs incun�ed in such efforts, including the printing of the documents, will be paid in accordance with the terms of the Issuer's agreeinent with the underwriters, but shall nqt be or become an obligation of FA, except to the extent speci�cally pi•ovided otherwise in this Agreement or assumed in writing by FA; iv. Assist the staff of the Issuer in the safelceeping of any good faith checics, to the extent there are any sucl�, and provide a cost co�npacison, for both expenses and interest which are suggested by the undei•wi�iters, to the then current inarlcet; and v. Advise tl�e Issuer as to the fairness of the price offered by the underwritei•s; Offering Documents. Coordinate the prepai•ation of the notice of sale and bidding instructions, ofiicial statement, official bid forin and such other docuinents as may be required and submit all such documents to the Issuer for exarnination, approval and cei•tification. After such examination, approval and certi�cation, FA shall provide the Issuer with a supply of all such docuinents sufiicient to its needs and distribute by mail or, where appropriate, by elech•onic deliveiy, sets of the same to prospective purchasers of the Debt Instiuments. Also, FA shall provide copies of the final Official Statement to the purchasei• 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, pi•oviding information as required. Malce recommendations to the Issuer as to the advisability of obtaining a credit rating, or ratings, for the DeUt Instiuments and coordinate the preparation of such infornlation as may be appropriate for submissioil 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 airange for such personal presentations, utilizing such composition of repl•esentatives fi�om the Issuer as �nay be finally approved oi• directed by tlie Issuei•, and all requii•ed follow-up. Vendor Seivices Agreement — PFM Financial Advisors, LLC Page 15 of 17 5. Trustee, Paying Agent, Registrar. Upon request of the Issuer, cotmsel with the Issuer in the selection of a Ti-ustee and/or Paying Agent/Registral• for tlie Debt Instruulents, 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, ai7�ange for such reports and opinions of recognized independent consultants as may be appl•opriate for the successfiil marketing of tlie Debt Insti-uments. 8. Auditors. In the event forma] verification by an independent auditor of any calculations incident to the Debt Instruments is required, ivalce arrangements for sucl� 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 fi•oin 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 docuinents 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 tlie selection of underwriters, if aslced to do so. Lead FA selected will be aslced to support the delegation of duties, roles and responsibilities of the Co-FA. 12. Changes in Laws. Provide to the Issuei• copies of proposed or enacted changes in federal and state laws, r�lles and regillations having, or expected to l�ave, a significant effect on the inunicipal bond marlcet of which FA becomes aware in the ordinaiy course of its business, it being understood that FA does not and may not act as an attorney for, or provide legal advice or seivices 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 Insriuments 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 Seivice Schedule; Authorizing Resolution. After the closing of the sale and deliveiy of the Debt Inst�-uments, deliver to the Issuer a schedule of annual debt seivice requirements for the Debt Instivments and, in coordination with Bond Counsel, assure that the paying agenth�egistrar and/or tiustee has been provided with a copy of the authorizing ordinance, order oi• resolution. Ve�idor Seivices Agreement— PFM Financial Advisors, LLC Page l6 of 17 �XHIBIT B PAYMENT SCHEDUL� Any and all fees relating to a bond issuance conteinplated by the Agreeinent shall become due and payable concurrently with the delivery of the Debt Instruments to City. The City will pay Vendor within 30 days of the delivery of the Debt Instiuments to the City. Vendor will charge its iinancial advisory fees based on the schedule below, which will Ue split 40% among the Subcontracting Fu�ms Tijerina Financial Consulting Lawrence LLC, and Galvan Strategy Group: Base $30,000 Plus $0.65 Per $1,000 Up to $100,000,000 Plus $0.60 Per $1,000 Thereafter Fees for PIDS and Special Districts: Base $25,000 Plus $7.50 Per $1,000 Up to $10,000,000 Plus $1.25 Per $1,000 Thereafter The ma�imum "not-to-exceed" price for each debt obligation issuance is set at $300,000. For requested seivices related to financings such as cominercial paper and leasing programs, there will be a flat fee of $70,000. 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 $400 Director/Senior Managing $350 Consultant/Senior Consultant Senior Analyst/Analyst/Consultant $250 Administ��ative Assistant $200 \/endor Services Agreement — PFM Financial Advisors, LLC Page 17 of 17 M&C Review A CITY COUNCIL AGEND Create New From This M&C DATE: 12/10/2024 REFERENCE NO.. **M&C 24- LOG NAME: 1056 CODE: G TYPE: CONSENT PUBLIC HEARING: Page 1 of 2 Official site of the City of Fort Worth, Texas FORT��'ORTH _�_ 13FINANCIAL ADVISOR SERVICES 2024 AGREEMENT NO SUBJECT: (ALL) Authorize Execution of Professional Services Agreement with PFM Financial Advisors LLC for 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 RECOMMENDATION: It is recommended that the City Council authorize execution of a professional services agreement with PFM Financial Advisors 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, under which the firm 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 firm's 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 16, 2024, a request for qualifications (RFQ) for external financial advisor services was issued by FMS with a proposal deadline of October 11, 2024. The City received proposals from PFM Financial Advisors LLC, Hilltop Securities Inc., Masterson Advisors LLC, TRB Capital Markets, LLC d/b/a Estrada Hinojosa, Tijerina Financial Consulting LLC, Galvan Strategy Group and RSI Group 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 (25\%) Reasonableness of Costs (15\%) Soundness of Approach (10\%) The Committee selected and invited finalists to give a presentation and participate in an interview process. Interviews were held on November 4, 2024. Based on ratings received in the process, PFM Financial Advisors LLC ranked the highest. The Committee agrees the recommended firm meets the preferred specifications and that the price is fair and reasonable. As part of the submitted proposal, PFM will subcontract with participating minority owned firms Tijerina Financial Consulting LLC, and Galvan Strategy Group representing a 60\%/20\%/20\% share in the work, respectively. The proposed fee includes a base fee of $30,000.00, plus $0.65 per $1,000.00 of bond proceeds for up to $100,000,000.00 in bond proceeds, and $0.60 per $1,000.00 of bond proceeds thereafter. http://apps.cfwnet.org/council�acket/mc review.asp?ID=32762&councildate=l2/10/2024 2/3/2025 M&C Review The maximum "not-to-exceed" price for each debt obligation issuance is $300,000.00. Page 2 of 2 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 $200.00 per hour for work performed by administrative assistants to the amount of $400.00 per hour for work performed by managing directors. An individual engagement letter will be executed for each special project compensated on an hourly basis. Aqreement 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 contract. Prior to any expenditure being incurred, the Financial Management Services Department has the responsibility to validate the availability of funds. TO �Fund Departmen� 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 b� Reginald Zeno (8517) Oriqinatinq Department Head: Additional Information Contact: ATTACHMENTS Reginald Zeno (8517) Anthony Rousseau (8338) Form 1295 - PFM Financial Advisors LLC (11.19.2024).pdf (CFw Internal) http://apps.cfwnet.org/council�acket/mc review.asp?ID=32762&councildate=l2/10/2024 2/3/2025