HomeMy WebLinkAboutC2019-362 - 8/27/2019 - Approved Go,�yLT5((' 11iiI ' \
SERVICE AGREEMENT NO. 2126
Investment Advisor Services
OORPORO°
1852
THIS Investment Advisor Services Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Patterson Capital Management, L.P., dba Patterson & Associates
("Contractor"), effective upon execution by the City Manager or the City
Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Investment Advisor Services in response
to Request for Bid/Proposal No. 2126 ("RFB/RFP"), which RFB/RFP includes the required
scope of work and all specifications and which RFB/RFP and the Contractor's bid or
proposal response, as applicable, are incorporated by reference in this Agreement as
Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Investment Advisor Services ("Services") in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for two years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or the
Contracts and Procurement Department. The parties may mutually extend the
term of this Agreement for up to two additional two-year periods ("Option
Period(s)"), provided, the parties do so by written amendment prior to the
expiration of the original term or the then-current Option Period. The City's
extension authorization must be executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$60,000, subject to approved extensions and changes. Payment will be made for
Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. Contractor shall invoice no more
frequently than once per month. All pricing must be in accordance with the
attached Bid/Pricing Schedule, as shown in Attachment B, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
M oyi--�. AuInun�cw
Service Agreement Standard Form ST (`root II -L I J'V Page 1 of 7
Approved as to Legal Form July 11,2019
SECRETARY
SCANNED
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Judy Ann Villalon
Finance Department
Phone: 361-826-3651
Email: JudyAV@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
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7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
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Approved as to Legal Form July 11,2019
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work. The City may, at the City's sole discretion, choose not to
accept Services performed by a subcontractor that was not approved in
accordance with this paragraph.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Judy Ann Villalon
City Treasurer
Address: 1201 Leopard St. Corpus Christi, TX 78401
Phone: 361-826-3651
Fax: 361-880-3601
IF TO CONTRACTOR:
Patterson Capital Management, L.P., dba Patterson & Associates
Attn: Linda Patterson
President
Address: Barton Oaks Plaza II, 901 S. Mopac, Suite 195, Austin TX, 78746
Phone: 512-320-5042
Fax: 512-320-5041
Service Agreement Standard Form Page 4 of 7
Approved as to Legal Form July 11, 2019
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to
comply with any of the terms of this Agreement. The Contract Administrator must
give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the
City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
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Approved as to Legal Form July 11,2019
20. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
21. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
22. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
23. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
24. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
Service Agreement Standard Form Page 6 of 7
Approved as to Legal Form July 11,2019
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties
CONTRACTOR
. 0
Signature: / ) e i # Y
Printed Name: Ll kph 1 c i2S Of)
Title: -�' .eS I iJ et=\
Date: 8 —(p- lci
CITY OF CORPUS CHRISTI
I'S a IL A_,
Kim Baker
Director of Contracts and Procurement
Date: 43• Z8. Lii At i L6 T: 41.4.1-4rfri%
RE ECCA HUERTA
CITY SECRETARY
PROVED/AS TO LEGAL FORM:
. ia4,444) ,w30161
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 2126
Exhibit 2: Contractor's Bid/Proposal Response
Service Agreement Standard Form Page 7 of 7
ATTACHMENT A: SCOPE OF WORK
I. Scope of Work
A. Contractor will provide investment advisor services for the City of Corpus
Christi (City).
B. Contractor shall provide the following services:
1. Assist the City in the development and annual review of the City's
Investment Policy and Investment Policies for City-associated
corporations;
2. Inform staff of all market and exposure risks and opportunities including
potential buy/sell transactions;
3. Examine the appropriateness of the City's current investment strategy,
assess investment performance, and review investment performance as
compared to appropriate investment benchmarks set forth in the
Investment Policy;
4. Provide general consulting services in relation to the City's cash flow
model;
5. Attend quarterly Investment Committee Meetings and present quarterly
investment reports;
6. Assist the City in the selection of broker/dealers;
7. Assist the City in the review of potential investment products including,
but not limited to, securities lending services;
8. Review and assist in development of treasury policies and procedures;
9. Monitor collateral requirements;
10.Assist with depository contract solicitation and review;
11.Assist with internal controls and procedure development for these
internal controls;
12.Provide monthly and quarterly Investment reports as per Investment
Policy; and
13.Provide investment training to the City for a total of up to ten hours every
two years, in accordance with the Texas Public Funds Investment Act.
C. Contractor must use Sympro software or have software that is fully
compatible with Sympro. The City uses Sympro and needs the compatibility
for verification and accuracy of data.
II. Compensation and Payment
Contractor shall invoice monthly in arrears.
ATTACHMENT B: BID/PRICING SCHEDULE
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Pricing Form
. CONTRACTS AND PROCUREMENT DEPARTMENT
'�F° RFP No. 2126
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Investment Advisor Services
PAGE 1 OF 1
DATE: 5 - 17—tcl
Palit-'r n Czp l fa� Man c eipnQ.vt t L E 444/ -
PROPOSER
AED SIGNATURE
1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing
proposal.
2. Provide your best price for each item.
3. in submitting this proposal, Proposer certifies that: _ --
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose
of restricting competition with regard to prices;
b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information
on file with City's Contracts and Procurement office, pursuant to the Code of
Ordinances, is current and true.
c. Proposer has incorporated any changes issue through Addenda to the RFP in this
pricing.
ITEM DESCRIPTION QTY UNIT TOTAL PRICE
1.0 Investment Advisor Services as outlined in the 1 LS $ ,Anrvy) /Lir,
Scope of Work-Year 1
2.0 Investment Advisor Services as outlined in the 1 LS $ 30 WO//5-
Scope of Work-Year 2
3.0 Investment Advisor Services as outlined in the 1 LS $ 330GUU/LY
Scope of Work-Optional Extension Year 1
4.0 Investment Advisor Services as outlined in the 1 LS $ 30, COU(LI
Scope of Work-Optional Extension Year 2
5.0 Investment Advisor Services as outlined in the 1 LS $ 31000b-r-
Scope of Work-Optional Extension Year 3
6.0 Investment Advisor Services as outlined in the 1 LS $ 3d,COO it--r
Scope of Work- Optional Extension Year 4
GRAND TOTAL = $184,000
ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS
I. PROPOSER'S LIABILITY INSURANCE
A. Proposer must not commence work under this agreement until all insurance
required has been obtained and such insurance has been approved by the City.
Proposer must not allow any subcontractor Agency to commence work until all
similar insurance required of any subcontractor Agency has been obtained.
B. Proposer must furnish to the City's Risk Manager and Director Human Resources,
2 copies of Certificates of Insurance (COI) with applicable policy endorsements
showing the following minimum coverage by an insurance company(s)
acceptable to the City's Risk Manager. The City must be listed as an additional
insured on the General liability and Auto Liability policies by endorsement, and a
waiver of subrogation is required on all applicable policies. Endorsements must
be provided with COI. Project name and or number must be listed in Description
Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by Per occurrence - aggregate
applicable policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form
2. Premises- Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) (Defense costs not included in face value
of the policy) If claims made policy, retro
date must be prior to inception of
agreement, have extended reporting
period provisions and identify any
limitations regarding who is insured.
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000
C. In the event of accidents of any kind related to this agreement, Proposer must
furnish the Risk Manager with copies of all reports of any accidents within 10 days
of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Proposer must obtain workers' compensation
coverage through a licensed insurance company.The coverage must be written
on a policy and endorsements approved by the Texas Department of Insurance.
The workers' compensation coverage provided must be in an amount sufficient
to assure that all workers' compensation obligations incurred by the Proposer will
be promptly met.
B. Proposer shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Proposer's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and
admitted to do business in the State of Texas and with an A.M. Best's rating of no
less than A- VII.
C. Proposer shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Proposer shall pay any costs incurred resulting from said changes. All
notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Proposer agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'
compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply
to the City of Corpus Christi where the City is an additional insured shown on
the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and
not less than ten (10) calendar days advance written notice for nonpayment
of premium.
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, Proposer shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend Proposer's
performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall
constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Proposer's failure to
provide and maintain any insurance or policy endorsements to the extent and
within the time herein required, the City shall have the right to order Proposer to
remove the exhibit hereunder, and/or withhold any payment(s) if any, which
become due to Proposer hereunder until Proposer demonstrates compliance
with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to
which Proposer may be held responsible for payments of damages to persons or
property resulting from Proposer's or its subcontractor's performance of the work
covered under this agreement.
H. It is agreed that Proposer's insurance shall be deemed primary and non-
contributory with respect to any insurance or self insurance carried by the City of
Corpus Christi for liability arising out of operations under this agreement.
It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
2019 Insurance Requirements
Finance Dept.
Investment Advisor Services- Registered with U.S. Securities and Exchange Commission
02/21/2019 sw Risk Management
Revised 04/24/2019
BOND REQUIREMENTS:
There are no bonds required; therefore, Section 5, Subsection (B) is null for this
agreement.
ATTACHMENT D: WARRANTY REQUIREMENTS
Section 8, Subsections (A) and (B) are null for this agreement.