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HomeMy WebLinkAbout065161 - General - Contract - Meeder Public Funds, Inc.City Secretary Contract No. 65161 FORT WORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and MEEDER PUBLIC FUNDS, INC ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Investment Advisor Services ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on May 1, 2026 ("Effective Date") and expires on April 30, 2029 ("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) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed ONE HUNDRED SIXTY THOUSAND Dollars ($160,000.00) PER YEAR. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, OFFICIAL RECORD Vendor Services Agreement — Meeder Public Funds, Inc. CITY SECRETARY Page 1 of 15 FT. WORTH, TX City Secretary Contract No. 65161 Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry 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 Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Riuht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any Vcndor Services Agreement — Meeder Public Funds, Inc. Page 2 of l5 City Secretary Contract No. 65161 officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UOING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'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 OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE CITY. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate Vcndor Services Agreement — Meeder Public Funds, Inc. Pagc 3 of l5 City Secretary Contract No. 65161 with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assi n� Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with 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 Vendor, 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. Vcndor Services Agreement — Meeder Public Funds, Inc. Pagc 4 of l5 City Secretary Contract No. 65161 UP) (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 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 specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Vcndor Services Agreement — Meeder Public Funds, Inc. Page 5 of 15 City Secretary Contract No. 65161 (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Meeder Public Funds, Inc. Jason Headings, Sr. Vice President 6125 Memorial Drive Dublin, Ohio 43017 614-760-7000 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vcndor Services Agreement — Meeder Public Funds, Inc. Page 6 of 15 City Secretary Contract No. 65161 Vendor'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 Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or 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. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming Vcndor Services Agreement — Meeder Public Funds, Inc. Page 7 of l5 City Secretary Contract No. 65161 services. 25. Immigration Nationality Act. Vendor 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, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to Vcndor Services Agreement — Meeder Public Funds, Inc. Page 8 of l5 City Secretary Contract No. 65161 the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vcndor Services Agreement — Meeder Public Funds, Inc. Page 9 of l5 City Secretary Contract No. 65161 ACCEPTED AND AGREED: CITY OF FORT WORTH: (14= By: Jay Chapa (May 5, 2026 14:12:23 CDT) Name: Jesus "Jay" Chapa Title: City Manager Date: 05/05/2026 APPROVAL RECOMMENDED: 4-�— By: Reginald Zeno (May 5, 2026 13:22:58 CDT) Name: Reginald Zeno Title: Chief Financial Officer ATTEST: By: Name Title: o Of�FOAT ne ove qdp CI �i 'v'� aQ�nnnEz psa44d Jannette Goodall City Secretary VENDOR: Meeder Public Funds, Inc. By: Name: Jason Headings Title: Sr. Vice President 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. By: Name: Title: .Tcty Rutledge Jay Rutledge (May 5, 2026 11: 7 CDT) Jay Rutledge Financial Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Gavin Midgley Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0295 Form 1295: 2026-1417349 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vcndor Services Agreement — Meeder Public Funds, Inc. Page 10 of 15 City Secretary Contract No. 65161 EXHIBIT A SCOPE OF SERVICES The Vendor is an Investment Advisor ("Advisor") retained by the City to assist its staff with the management of the City's investment portfolio by providing the following services: Advisor will provide non -discretionary advisory services for the City's investment portfolio. Advisor will conduct a comprehensive review, make recommendations, and provide on- going services and advice regarding the City's cash flow needs and investment opportunities and goals as follows. Information Gathering and Planning Advisor will develop an understanding of the goals of the City's treasury management program and of the legal limitations applicable to City investments with an eye toward making recommendations on how to revise City policies and strategies to increase yield while remaining compliant with state and local laws and minimum requirements in the areas of asset allocation and maturity requirements, reporting, benchmarking, establishing roles and responsibilities, internal controls and investment procedures and competitive selection of investments. Advisor will • Review and achieve familiarity with all applicable governing documents, including Texas Public Funds Investment Act (PFIA), the City's investment policy and strategy, bond covenants, and other relevant authorities; • Analyze estimated cash flows, based on historic spending and taking into account current and future budgetary needs and goals; • Assess markets for eligible securities and investment opportunities. Analysis and Recommendations Advisor will develop an investment solution that suits the needs of the City, based upon information gleaned from the planning phase. Advisor will: • Prepare a strategy summary document outlining Advisor's recommended approach and proposed revisions to the City's cash planning and investment policies and strategies; • Present the strategy to staff, committees, and/or City Council; • Analyze the benchmarking criteria currently being used for the City's short- term and long-term portfolios and recommend changes as needed. Ongoing Servicing and Advice Advisor will continuously monitor market and legal environments for changes and recommend policy and strategy modifications as needed to adapt to changing conditions and will provide ongoing servicing, reporting and transparency tools to assist staff and governing bodies to participate in actively managing the City's funds on an ongoing basis. Advisor will: • Prepare investment reports (monthly, quarterly, annual), provide training on how to access all reporting online in a 24/7 password protected site, and provide hard copies of reports as requested; • Prepare market and strategy updates, considering legal and policy limitations, maturities, liquidity needs, and market conditions; City Secretary Contract No. • Present to staff and/or City Council on investment strategy, holdings, compliance and risk analysis. 3. Advisor shall be available in a timely manner, in person, by telephone or e-mail, for consultation or advice. Meet with and provide information to Council and Finance Department staff members as needed. Meet periodically with staff to review and refine portfolio strategy and performance. (Both on and off -site, daytime and evening meetings arepossible). 4. Advisor shall be available for in -person meetings at the City's quarterly investment committee meetings as well as the potential for attending at least one City Council work session to provide an update on the City's portfolio and how well it is performing. 5. Advisor shall comply with all federal laws and state of Texas laws and the ordinances, resolutions and policies of the City of Fort Worth. 6. Advisorshall provide assistance in developing and implementing investment strategies that will maintain or enhance portfolio quality and performance within the parameters of the City's established investment policies and cash flow needs. 7. City grants Advisor non -discretionary trading authority and appoints Advisor as agent and attorney -in -fact for the limited purposes of executing trades in securities approved by the City. When expressly instructed by the City, Advisor shall have authority to direct the purchase, sale, exchange, or other acquisition or disposition of securities on behalf of the City, all in accordance the PFIA and City's investment policy. 8. 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. Advisor will provide technical and fundamental market research including yield curve analysis and future interest rate movements. When placing trades approved by the City, Advisor will only select from brokers who are authorized by the city to engage in investment transactions with the City. When selecting brokers, Advisor's primary consideration will be the broker's ability to provide best execution of trades and Advisor may consider the quality and reliability of the brokerage services, trade price and commission, as well as research and other services provided by the broker -dealers. Advisor may aggregate trades for multiple clients when, in the Advisor's judgment, aggregation is in the best interests of the City. Orders are aggregated to facilitate best execution and each client participating in the aggregated transaction receives the same price and participation in such trade on a pro -rats basis. Advisor will not assume physical custody of the investment portfolio or any portion of it. City shall utilize a custodial account with a qualified custodian ("Custodian"). City will receive from the Custodian account statements and confirmations identifying assets and transactions in the Account. All transactions will be consummated by payment to, or delivery by, the Custodian of all cash, securities and other assets due to or from the investment portfolio. The Custodian shall be responsible for investing any daily cash balances in the investment portfolio and Advisor will not exercise discretion to select sweep vehicles for the investment portfolio. 10. Advisor shall provide investment advice incl ud ing brea keven analysis on recommendations made to sell low yield securities and replace them with higher yielding securities. 11. Advisor shall assist in the review and recommend revisions to the City's Investment Policy and Strategy as well as assist in the review of investment management procedures and portfolio documentation, as well as safekeeping and custodial procedures. City Secretary Contract No. 65161 12. Advisor shall perform due diligence reviews of current and proposed broker/dealers and financial, monitor the creditworthiness of the financial institutions with which the City does business and assist in keeping the authorized financial institution list updated. The Advisor shall monitor the creditworthiness of the City's depository and custodian bank and investments in the portfolio. 13. Advisor shall provide detailed reports of investment portfolio activity and performance monthly, a report that demonstrates the benefit on the portfolio's return of using an investment advisor. Reports should include relevant benchmarks, earnings and accounting methodology. Reports shall follow Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) fair -value reporting. Advisorshall also provide separate quarterly and fiscal year end portfolio performance reports based on the City's fiscal year. If execution/delivery/settlement of trades is done by City, then City is to provide trade ticket confirmations to Advisorfor preparation of required reports. 14. Advisor shall provide weekly, to City Finance Department staff, a statement of upcoming cash flows that include maturities, coupons, called securities and potential callable for a period of 45 days. Upon request, have the abilityto provide a statement of upcoming cash flows for a longer period. 15. Advisor shall provide City Finance Department staff with ongoing training and technical advice as needed. City Secretary Contract No. 65161 16. Advisor shall provide itemized monthly invoices of charges and provide periodic status reports on the services provided by the firm. 17. Advisor shall perform an annual review of investment -related notes and other pertinent sections in the City's Comprehensive Annual Financial Report. 18. Advisor shall describe the firms' experience in preparing reports including Current Yield, Book Value Return, and Total Return as a means of evaluating portfolio performance versus market index benchmarks. Suggest various benchmarks that the City should consider using for its invested funds. 19. Where appropriate, Advisor may recommend the use of a Local Government Investment Pool ("LGIP") in which Advisor or one of its affiliates earn advisory and/or administration fees. Because Advisor or its affiliates receive fees in connection with programs we sponsor or recommend, use of these programs presents a conflict of interest. Advisor will disclose to City such conflict at the time an affiliate LGIP is recommended by Advisor. By investing in an LGIP, City specifically consents to the conflicts presented by such investment and payment of fees. 20. Where available, Advisor may recommend the use of the Meeder Government Money Market Fund as a vehicle to sweep cash held in the City's custodial account for investment. Because Advisor's affiliates earn advisory, transfer agency and administration fees for management of the Meeder Government Money Market Fund, recommendation of the fund as a sweep vehicle presents a conflict of interest. If not prominently named to advise City of such conflict, Advisor will disclose such conflict to City at the time a Meeder Government Money Market Fund is recommended by Advisor. If selecting the Meeder Government Money Market Fund, Client specifically consents to the conflicts presented by such investment and payment of fees. Vendor Services Agreement — Meeder Public Funds, Inc. Page 14 of 15 City Secretary Contract No. 65161 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 $160,000.00. Fee shall be payable monthly. 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. Vendor Services Agreement Page 15 of 15 City of Fort Worth, Texas Mayor and Council Communication DATE: 04/28/26 M&C FILE NUMBER: M&C 26-0295 LOG NAME: 131NVESTMENT SERVICES ADVISOR SERVICES 2026 SUBJECT (ALL) Authorize Execution of a Professional Services Agreement with Meeder Public Funds, Inc. for Investment Advisory Services for the Financial Management Services Department in an Amount Up to $160,000.00 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 Meeder Public Funds, Inc. to provide investment advisory services for the Financial Management Services Department with a contract amount up to $160,000.00 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 Meeder Public Funds, Inc. (Meeder) to provide non -discretionary advisory services in connection with the City of Fort Worth's (City) general investment portfolio. Non - discretionary means that the City retains the responsibility for approving all investment trades. 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 • 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 January 28, 2026, a Request for Qualifications (RFQ) for investment advisory services was issued by the FMS Department with a proposal deadline of March 2, 2026. In addition to publishing the RFQ on the City's website, it was emailed to thirteen firms and the RFQ was published on the message boards of the Municipal Advisory Council of Texas and Government Treasurers' Organization of Texas to further enhance exposure. Proposals were received from the following firms: • Chandler Asset Management, Inc. • Goldman Sachs Asset Management • Hilltop Securities Asset Management, LLC • Meeder Investment Management, Inc. • PTMA Financial Solutions The proposals were evaluated by a five member panel made up of members from the City's Investment Committee (Committee), which consists of key staff from the FMS, Law, FWLab, and Water Departments. The proposals were evaluated based on the following criteria: • Qualifications and experience (50%); • Understanding the needs of the City (20%); • Reasonableness of cost (15%); and • Soundness of approach (15%) In addition, references were surveyed from the top two ranked firms by the FMS Treasury Management staff. At the conclusion of the evaluation process, the Committee unanimously recommended Meeder as the firm that best meets the City's non - discretionary investment advisory requirements. Meeder has proposed a flat fee of $160,000.00 per year. As a point of reference, the City currently pays a fee of $200,000.00 per year. The proposed fee will translate into savings of $120,000.00 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. Aareement Terms Upon City Council's approval, the initial three-year term will begin on May 1, 2026 and end on April 30, 2029. 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 Meeder Public Funds Meeder Public Funds has earned the trust of state and local governments for over 35 years with a steadfast focus on client goals and a consistent approach to managing client assets. Meeder practices a consistent, highly quantitative strategy when constructing fixed income portfolios for public entities. Meeder Public Funds has extensive experience working with Texas local government entities and other large cities across the country. Meeder has served the City of Dallas since June 2021. Highlights of Meeder's experience, qualifications, and service offering include (but are not limited to): • Meeder is an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Adviser's Act of 1940, as amended. Meeder is registered to do business in the State of Texas. • Meeder 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. • Large staff of professionals at the City's disposal — investment advisory professionals, 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. • Customized reporting: Authorized City staff will have 24/7 access to a customizable dashboard and reporting capability portal. • Credit research: Meeder has its own proprietary credit research and credit team. Every credit counter party is continually reviewed as deemed necessary. • Meeder has vast experience at creating customized investment solutions that conform to the requirements of the Public Funds Invesment Act (PFIA). The investment solution(s) will be based on the City's cash flows, risk tolerances, and investment guidelines. • Meeder provides PFIA qualified training that satisfies 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. • Meeder will attend formal monthly and quarterly Investment Committee meetings to review the portfolio and to recommend changes to the City's positions as appropriate. • Meeder will conduct regularly scheduled compliance reviews of the portfolio. This will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and execution of the professional services agreement, funds will be available in interest earnings of the participating funds. Prior to any expenditure being incurred, the Financial Management Services Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Reginald Zeno 8517 Originating Business Unit Head: Reginald Zeno 8517 Additional Information Contact: Alex Laufer 2268 Expedited FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Meeder Public Funds, Inc. Subject of the Agreement: Investment Advisor M&C Approved by the Council? * Yes 9 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 05/01/2026 If different from the approval date. Expiration Date: 04/30/2029 If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.