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2017-107 • r I' , AGREEMENT FOR • INVESTMENT ADVISORY SERVICES THIS AGREEMENT, is made and entered into this /y day of .-ivy�1�,(� OF CLERMONT, FLORIDA, a municipal oration 2017, by and between the CITYcorpdration the laws of the State of Florida whose address is: 685 W. Montrose Street,Clermont, Florida, (hereinafter referred to as "CITY"), and PFM ASSET MANANGEMENT, LLC., whose address is: 300 South Orange Avenue, Suite 1170, Orlando, FL 32801 (hereinafter referred to as "CONTRACTOR"). WHEREAS,the School Board of Broward County through the public procurement process awarded an Agreement for investment advisory services,School Board of Broward County contract number RFP 16-024H; WHEREAS, CITY desires to utilize the above-referenced awarded bid,CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS,CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the School Board of Broward County contract number RFP 16-024H; • WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I— SCOPE OF WORK The CONTRACTOR shall provide investment advisory services including management of a medium-term investment portfolio as described in the School Board of Broward County contract number RFP 16-024H,which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained,in the specifications,which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. Provide further, for purposes of this article I, Section 2.02(a) of contract number RFP 16-024H shall not apply. To the extent of a conflict between this Agreement and Exhibit"A",the terms and conditions of this Agreement shall prevail and govern. In `all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II—THE CONTRACT SUM CITY shall pay CONTRACTOR,for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit `B', attached hereto and incorporated herein. Provide further, for purposes of this Article II, Section 2.02(a)of contract number RFP 16-024H shall not apply. ARTICLE III—TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties,and shall 1 remain in effect until December 31, 2020, unless terminated or renewed as provided by the School Board of Broward County. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. ARTICLE IV—COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide investment advisory services including management of a medium-term investment portfolio forth in the applicable purchase order or notice to proceed. ARTICLE V—PAYMENTS In accordance with the provisions fully set forth in the General Conditions, CONTRACTOR shall submit a payment request by the third (3rd) day of each calendar month for items provided during the preceding calendar month. CITY shall make payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for services provided and accepted by the CITY. ARTICLE VI—DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont,Lake County,Florida,unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 2 ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance - The CONTRACTOR shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. CONTRACTOR's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (a) CONTRACTOR's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Professional Liability: Limits not less than $1,000,000 per claims- made basis covering services provided under this contract. Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. SubCONTRACTOR's Public Liability and Property Damage Insurance -The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 4. Indemnification Rider (a) To cover to the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death,or to injury to or destruction of tangible property(other 3 than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts,disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE VIII—NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid,or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: PFM Asset Management LLC 300 South Orange Avenue, Suite 1170 Orlando, FL 32801 Attn: Steven Alexander, Managing Director CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX—MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 4 2. Waiver. The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 5. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 6. Assignment. Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 8. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. 5 (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. ARTICLE X— AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order/Notice to Proceed 3. All documents contained in the School Board of Broward County Contract/Bid No. RFP 16-024H. IN WITNESS WHEREOF, � the parties hereto have executed this Agreement on this-TYdFay of c ��' kl-c ,Q4,7 , 2017. City of lermont 17e, 11/"" Gail Ash, City Mayor Attest: / ter ,— .--- Tracy Ackroyd HBw ', City Clerk 6 PFM Asset Management LLC. /1 1n By: �-��� I� aw r ►7 \fAA^- V ire (Name Prince. sr Typed) Title Attest: Corporate Secretary (Name Printed or Typed) 7 EXHIBIT A • AGREEMENT C THIS AGREEMENT is made and entered into as of this day of''M - 2015, by and among THE SCHOOL BOARD OF BROWARD COUNTY,FLORIDA (hereinafter referred to as"SBBC"), a body corporate and political subdivision of the State of Florida, whose principal place of business is 600 Southeast Third Avenue,Fort Lauderdale, Florida 33301 and PFM Asset Management LLC (hereinafter referred to as"PFMAM "), with an office located at 300 South Orange Avenue,Suite 1170 Orlando, FL 32801 WHEREAS, SBBC issued a Request for Proposal identified as RFP 16-024H, Investment Advisory Services (hereinafter referred to as "RFP"), dated June 23, 2015, and amended by Addendum No.1, dated July 23, 2015,each of which is attached and incorporated as Exhibit A, for the purpose of receiving proposals for Investment Advisory Services;and WHEREAS, PFMAM submitted a proposal in response to the RFP (hereinafter referred to as the"Proposal"),which is incorporated herein by reference;and WHEREAS,SBBC desires to obtain Investment Advisory Services from PFMAM;and WHEREAS,PFMAM wishes to provide investment advisory services to SBBC;and WHEREAS, in providing such services to SBBC, PFMAM will utilize, certain services to be provided by Fidelity Financial Services, L.C.,hereinafter referred to as"FFS";and NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties hereby agree as follows: ARTICLE I -RECITALS 1.01 Recitals. The parties agree that the foregoing recitals are true and correct and that such recitals are incorporated herein by reference. Agreement with PFM Asset Management,LLC Page 1 of 13 • ARTICLE 2—SPECIAL CONDITIONS 2.01 Term of Agreement. Unless terminated earlier pursuant to Section 3.05 of this Agreement, the term of this Agreement shall commence on January 1, 2016 and conclude on December 31, 2020. The term of the Agreement may, if needed, be extended for 180 days beyond the expiration date. Procurement & Warehousing Services Department, will, if considering extending, request a letter of intent to extend from PFMAM, prior to the end of the Agreement period. Any extension shall be approved by an Amendment to this Agreement. 2.02 Services. PFMAM shall provide Investment Advisory Services as described in its Proposal, herein incorporated as Exhibit B and C. Prices shall remain firm through the five (5) years of the Agreement, as well as the 180 day extension, if exercised. SBBC reserves the right to request a reduction in Agreement prices equal to the percentage of change of the Consumer Price Index in the event of a reduction. (a) Subconsultant Services FFS. In providing services to SBBC, PFMAM will utilize certain cash management consultant services to be provided by FFS. Initially, FFS will meet with School Board staff to gain insight into how cash flow needs have historically evolved. FFS will provide advice that can be used by School Board staff to either enhance the existing cash flow model or develop a new tool to help project future cash flows based on historical patterns, seasonal trends and an assumed inflation rate. Specifically, FFS will work with the School Board's staff on a monthly basis to determine cash flow requirements for all of the desegregated funds, including surplus and bond proceeds funds. This determination will include forecasting cash flows on a monthly and annual basis. FFS will provide the cash flow reports to the School Board staff. The cash flow projections will be used by PFMAM in developing the investment strategy given current market conditions and the guidelines of School Board's Investment Policy.FFS will receive 30%of the total fees for fixed income management services provided by PFMAM to SBBC, as described on the first page of Exhibit B. For avoidance of doubt, FFS will not receive a portion of fees received for multi-asset class management services described on the second page of Exhibit B, or fees for additional services, as described in Exhibit C. (b) In Providing Services to SBBC. SBBC hereby engages PFMAM to serve as investment advisor under the terms of this Agreement with respect to the funds described in this Agreement and such other funds as SBBC may from time to time assign by written notice to PFMAM (collectively the "Managed Funds"), and PFMAM accepts such appointment. In connection with the fixed income funds (the "Fixed Income Funds") and the multi-asset class management funds (the "MACM Funds"), PFMAM will provide investment research and supervision of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate,sale and reinvestment of the Managed Funds assets. PFMAM will reassess and may alter the Investment Strategy asset allocation at least annually and "rebalance" the investment funds as reflected in the Schedule at least annually to maintain the ratios of the Investment Strategy and will consult with SBBC at least annually of the performance of the Fixed Income Funds and MACM Funds held in the Managed Funds and, in its judgment,will add to or reduce allocations to the Fixed Income Funds and each MACM Fund and will add or delete Fixed Income Funds and MACM Funds (within the parameters of the Agreement n*h PFM Asset Management.LLC Page 2 of 13 Investment Strategy). PFMAM will promptly advise SBBC in writing of any revision of the Managed Funds' Investment Strategy and any addition to or deletion from the allocation to the Fixed Income Funds, and additions to and deletions from investment funds within the MACM Funds held in the Managed Funds. In addition, PFMAM will provide to SBBC a quarterly analysis of the performance of the Fixed Income Funds and MACM Funds in which the Managed Funds are invested together with notice of any reallocation of assets among the Fixed Income Funds and MACM Funds;the asset balances and market values for such analysis shall be as supplied to PFMAM by the Custodian. In connection with all of the foregoing, PFMAM will promptly give SBBC written notice of any changes to the Schedule. PFMAM shall continuously monitor investment opportunities and evaluate investments of the Managed Funds. PFMAM shall furnish SBBC with statistical information and reports with respect to investments of the Managed Funds. PFMAM shall place all orders for the purchase, sale, loan or exchange of portfolio securities for SBBC's account with brokers or dealers recommended by PFMAM and/or SBBC, and to that end PFMAM is authorized as agent of SBBC to give instructions to the custodian designated by SBBC (the "Custodian") as to deliveries of securities and payments of cash for the account of SBBC. In connection with the selection of such brokers and dealers and the placing of such orders, PFMAM is directed to seek for SBBC the most favorable execution and price,the determination of which may take into account,subject to any applicable laws,rules and regulations, whether statistical, research and other information or services have been or will be furnished to PFMAM by such brokers and dealers. The Custodian shall have custody of cash, assets and securities of SBBC. PFMAM shall not take possession of or act as custodian for the cash, securities or other assets of SBBC and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the applicable covenants and as supplemented by such other written instructions as may from time to time be provided by SBBC to PFMAM. PFMAM shall be entitled to rely upon SBBC's written advice with respect to anticipated drawdowns of Managed Funds. PFMAM will observe the instructions of SBBC with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which PFMAM reasonably believes to be reputable, qualified and financially sound. (c) Registered Advisor; Duty of Care. PFMAM hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. PFMAM shall immediately notify SBBC if at any time during the term of this Agreement it is not so registered or if its registration is suspended. PFMAM agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any rights which SBBC may have under any federal securities laws. SBBC hereby authorizes PFMAM to sign I.R.S. Form W-9 on behalf of SBBC and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement. (d) PFMAM's Other Clients. SBBC understands that PFMAM performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. SBBC agrees that PFMAM, in the exercise of its professional judgment, may give advice or take action with respect to any of its other Agreement with PFM Asset Management,LLC Page 3 of 13 clients which may differ from advice given or the timing or nature of action taken with respect to the Managed Funds. PFMAM shall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that PFMAM, its principals, affiliates,or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts. (e) Disciplinary Actions. PFMAM shall promptly give notice to SBBC if PFMAM shall have been found to have violated any state or federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission ("SEC") or any other agency or department of the United States,any registered securities exchange, FINRA, or any regulatory authority of any State based upon the performance of services as an investment advisor. (f) Brochure and Brochure Supplement. PFMAM warrants that it has delivered to SBBC prior to the execution of this Agreement PFMAM's current SEC Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). SBBC acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement 2.03 Pricing. PFMAM's investment management fee is based on the total assets under management. The fee schedule is fixed throughout the contract term. There is no portfolio management fees for funds invested in local government investment pools or money market. The fixed income management fee schedule and the multi-asset class management fee schedule are described in Exhibit B, which is incorporated by reference. Additional fees for services as described in its Proposal,are described in Exhibit C. (a) PFMAM on behalf of itself and FFS is required to bill SBBC on a monthly basis, and in no event shall PFMAM submit an invoice for services and costs more than ninety (90) days after the services and/or costs occurred, otherwise such services and costs shall not be considered by SBBC and same services and costs are admitted by PFMAM as waived and not due to PFMAM. All costs shall be reasonable and subject to SBBC's approval. 2.04 Priority of Documents. In the event of a conflict between documents, the following priority of documents shall govern. First: This Agreement,then Second: Addendum No. I,then Third: RFP lb-024H,then Fourth: Proposal submitted in response to the RFP by PFMAM 2.05 Inspection of PFMAM's Records by SBBC. PFMAM shall establish and maintain books, records and documents (including electronic storage media)sufficient to reflect all income and expenditures of funds provided by SBBC under this Agreement. All PFMAM's Records, regardless of the form in which they are kept,shall be open to inspection and subject to audit, inspection,examination, evaluation and/or reproduction, during normal working hours, by SBBC's agent or its authorized representative to permit SBBC to evaluate,analyze and verify the Agreement with PPM Asset Management.LLC Page 4 of 13 satisfactory performance of the terms and conditions of this Agreement and to evaluate, analyze and verify any and all invoices,billings,payments and/or claims submitted by PFMAM or any of PFMAM's payees pursuant to this Agreement. PFMAM's Records subject to examination shall include, without limitation, those records necessary to evaluate and verify direct and indirect costs(including overhead allocations)as they may apply to costs associated with this Agreement. PFMAM's Records subject to this section shall include any and all documents pertinent to the evaluation, analysis, verification and reconciliation of any and all expenditures under this Agreement without regard to funding sources. (a) PFMAM's Records Defined. For the purposes of this Agreement, the term "PFMAM's Records"shall include, without limitation,accounting records, written policies and procedures, computer records,disks and software, correspondence,and any other supporting documents that would substantiate,reconcile or refute any charges and/or expenditures related to this Agreement. (b) Duration of Right to Inspect. For the purpose of such audits, inspections, examinations, evaluations and/or reproductions, SBBC's agent or authorized representative shall have access to PFMAM's Records from the effective date of this Agreement, for the duration of the term of this Agreement, and until the later of five (5) years after the termination of this Agreement or five(5)years after the date of final payment by SBBC to PFMAM pursuant to this Agreement. (c) Notice of Inspection. SBBC's agent or its authorized representative shall provide PFMAM reasonable advance notice(not to exceed two(2)weeks)of any intended audit, inspection, examination,evaluation and or reproduction. (d) Audit Site Conditions. SBBC's agent or its authorized representative shall have access to PFMAM's facilities and to any and all records related to this Agreement, and shall be provided adequate and appropriate work space in order to exercise the rights permitted under this section. (e) Failure to Permit Inspection. Failure by PFMAM to permit audit, inspection, examination, evaluation and/or reproduction as permitted under this Section shall constitute grounds for termination of this Agreement by SBBC for cause and shall be grounds for the denial of some or all of any PFMAM's claims for payment by SBBC. (f) Overcharges and Unauthorized Charges. If an audit conducted in accordance with this Section discloses overcharges or unauthorized charges to SBBC by PFMAM in excess of two percent(2%)of the total billings under this Agreement,the actual cost of SBBC's audit shall be paid by PFMAM. If the audit discloses billings or charges to which PFMAM is not contractually entitled, PFMAM shall pay said sum to SBBC within twenty (20) days of receipt of written demand unless otherwise agreed to in writing by both parties. (g) Inspector General Audits. PFMAM shall comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by the Florida Office of the Inspector General or by any other state or federal officials. Agreement with PPM Asset Management,LLC Page 5 of 13 2.06 Notice. When any of the parties desire to give notice to the other, such notice must be in writing, sent by U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving notice: To SBBC: Superintendent of Schools The School Board of Broward County, Florida 600 Southeast Third Avenue Fort Lauderdale,Florida 33301 With a Copy to: Chief Financial Officer The School Board of Broward County, Florida 600 Southeast Third Avenue Fort Lauderdale,Florida 33301 With a Copy to: Treasurer The School Board of Broward County, Florida 600 Southeast Third Avenue Fort Lauderdale,Florida 33301 To PFMAM: Steven Alexander,Managing Director PFM Asset Management LLC 300 South Orange Avenue, Suite 1170 Orlando, FL 32801 With a Copy to: PFM Asset Management LLC Attention: Controller Two Logan Square, Suite 1600 18th&Arch Streets Philadelphia,PA 19103 With a Copy to: Fidelity Financial Services, L.C. 2750 North 29th Avenue,Suite 202 Hollywood,FL 33020 2.07 Background Screening. PFMAM agrees to comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of PFMAM or its personnel providing any services under the conditions described in the previous sentence. PFMAM shall bear the cost of acquiring the background screening required by Section 1012.32, Agreement with PFM Asset Management.LLC Page 6 of 13 Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to PFMAM and its personnel. The parties agree that the failure of PFMAM to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. PFMAM agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from PFMAM's failure to comply with the requirements of this Section or with Sections 1012.32 and 1012.465, Florida Statutes. ARTICLE 3—GENERAL CONDITIONS 3.01 No Waiver of Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign immunity by any agency or political subdivision to which sovereign immunity may be applicable or of any rights or limits to liability existing under Section 768.28, Florida Statutes. This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. 3.02 No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. None of the parties intend to directly or substantially benefit a third party ' by this Agreement. The parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against any of the parties based upon this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 3.03 Independent Contractor. The parties to this Agreement shall at all times be acting in the capacity of independent contractors and not as an officer, employee or agent of one another, except with respect to PFMAM serving as agent of SBBC in connection with the purchase and sale of portfolio securities pursuant to Section 2.08 hereof. Neither party or its respective agents, employees, subcontractors or assignees shall represent to others that it has the authority to bind the other party unless specifically authorized in writing to do so. No right to SBBC retirement, leave benefits or any other benefits of SBBC employees shall exist as a result of the performance of any duties or responsibilities under this Agreement. SBBC shall not be responsible for social security, withholding taxes, and contributions to unemployment compensation funds or insurance for the other party or the other party's officers, employees, agents,subcontractors or assignees. 3.04 Enual Opportunity Provision. The parties agree that no person shall be subjected to discrimination because of age, race, color, disability, gender identity, gender expression, marital status, national origin, religion, sex or sexual orientation in the performance of the parties' respective duties,responsibilities and obligations under this Agreement. 3.05 Termination. This Agreement may be canceled with or without cause by SBBC during the term hereof upon thirty(30)days written notice to the other parties of its desire to terminate this Agreement. SBBC shall have no liability for any property left on SBBC's Agreement with PFM Asset Management.LLC Page 7 of 13 property by PFMAM after the termination of this Agreement. Any party contracting with SBBC under this Agreement agrees that any of its property placed upon SBBC's facilities pursuant to this Agreement shall be removed within ten (10) business days following the termination, conclusion or cancellation of this Agreement and that any such property remaining upon SBBC's facilities after that time shall be deemed to be abandoned, title to such property shall pass to SBBC,and SBBC may use or dispose of such property as SBBC deems fit and appropriate. 3.06 Default. The parties agree that, in the event that a party is in default of its obligations under this Agreement, the non-defaulting party or parties shall provide to the defaulting party (30) days written notice to cure the default. However, in the event said default cannot be cured within said thirty (30) day period and the defaulting party is diligently attempting in good faith to cure same, the time period shall be reasonably extended to allow the defaulting party additional cure time. Upon the occurrence of a default that is not cured during the applicable cure period, this Agreement may be terminated as to the defaulting party by the non-defaulting parties upon thirty(30)days notice. This remedy is not intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or future exercise thereof. Nothing in this section shall be construed to preclude termination for convenience pursuant to Section 3.05. 3.07 Annual Appropriation. The performance and obligations of SBBC under this Agreement shall be contingent upon an annual budgetary appropriation by its governing body. If SBBC does not allocate funds for the payment of services or products to be provided under this Agreement,this Agreement may be terminated by SBBC at the end of the period for which funds have been allocated. SBBC shall notify the other party at the earliest possible time before such termination. No penalty shall accrue to SBBC in the event this provision is exercised,and SBBC shall not be obligated or liable for any future payments due or any damages as a result of termination under this section. 3.08 Excess Funds. Any party receiving funds paid by SBBC under this Agreement agrees to promptly notify SBBC of any funds erroneously received from SBBC upon the discovery of such erroneous payment or overpayment. Any such excess funds shall be refunded to SBBC with interest calculated from the date of the erroneous payment or overpayment. Interest shall be calculated using the interest rate for judgments under Section 55.03, Florida Statutes, applicable at the time the erroneous payment or overpayment was made by SBBC. 3.09 Public Records. Pursuant to Section 119.0701, Florida Statutes, any party contracting with SBBC is required to (a) keep and maintain available for public inspection any records that pertain to services rendered under this Agreement; (b)provide the public with access to public records on the same terms and conditions that SBBC would provide such records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (d) meet all requirements for retaining public records and transfer, at no cost to SBBC, all public records in that party's possession upon termination of its Agreement with SBBC and destroy any duplicate public records that are exempt or confidential and exempt from public records Agreement with PFM Asset Management,LLC Page 8 of 13 disclosure requirements. All of such party's records stored electronically must be provided to SBBC in a format that is compatible with SBBC's information technology systems._Each party shall maintain its own respective records and documents associated with this Agreement in accordance with the records retention requirements applicable to public records. Each party shall be responsible for compliance with any public documents request served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney's fees for non-compliance with that law. Each party acknowledges that this Agreement and all attachments thereto are public records and do not constitute trade secrets. 3.10 Student Records: Notwithstanding any provision to the contrary within this Agreement, any party contracting with SBBC under this Agreement shall fully comply with the requirements of Sections 1002.22 and 1002.221, Florida Statutes; FERPA,and any other state or federal law or regulation regarding the confidentiality of student information and records. Each such party agrees, for itself, its officers, employees, agents, representatives, contractors or subcontractors, to fully indemnify and hold harmless SBBC and its officers and employees for any violation of this section, including, without limitation, defending SBBC and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon SBBC,or payment of any and all costs,damages,judgments or losses incurred by or imposed upon SBBC arising out of a breach of this covenant by the party, or an officer, employee, agent, representative, contractor, or sub-contractor of the party to the extent that the party or an officer, employee, agent, representative, contractor, or sub-contractor of the party shall either intentionally or negligently violate the provisions of this section or of Sections 1002.22 and/or 1002.221, Florida Statutes. 3.11 Compliance with Laws. Each party shall comply with all applicable federal, state and local laws, SBBC policies, codes, rules, and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement. 3.12 Place of Performance. All obligations of SBBC under the terms of this Agreement are reasonably susceptible of being performed in Broward County, Florida and shall be payable and performable in Broward County,Florida. 3.13 Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Seventeenth Judicial Circuit of Broward County,Florida. 3.14 Entirety of Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements,whether oral or written. 3.15 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Agreement with PFM Asset Management,LLC Page 9 of 13 3.16 Assignment. Neither this Agreement or any interest herein may be assigned, transferred or encumbered by any party without the prior written consent of the other party. There shall be no partial assignments of this Agreement including, without limitation, the partial assignment of any right to receive payments from SBBC. 3.17 Incorporation by Reference. Exhibits A, B and C are attached hereto and referenced herein shall be deemed to be incorporated into this Agreement by reference. 3.18 Captions. The captions, section designations, section numbers, article numbers, titles and headings appearing in this Agreement are inserted only as a matter of convenience, have no substantive meaning, and in no way define, limit, construe or describe the scope or intent of such articles or sections of this Agreement, nor in any way affect this Agreement and shall not be construed to create a conflict with the provisions of this Agreement. 3.19 Severability. In the event that any one or more of the sections, paragraphs, sentences, clauses or provisions contained in this Agreement is held by a court of competent jurisdiction to be invalid, illegal, unlawful, unenforceable or void in any respect, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect as if such invalid, illegal, unlawful, unenforceable or void sections, paragraphs, sentences, clauses or provisions had never been included herein. 3.20 Preparation of Agreement. The parties acknowledge that they have sought and obtained whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 3.21 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each party hereto. 3.22 Waiver. The parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Any party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement unless the waiver is in writing and signed by the party waiving such provision. A written waiver shall only be effective as to the specific instance for which it is obtained and shall not be deemed a continuing or future waiver. 3.23 Force Maieure. Neither party shall be obligated to perform any duty, requirement or obligation under this Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes,riot or civil commotions,or by reason of any other matter or condition beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense ("Force Majeure"). In no event shall a lack of funds on the part of either party be deemed Force Majeure. Agreement with PFM Asset Management,LLC Page 10 of 13 3.24 Survival. All representations and warranties made herein, indemnification obligations, obligations to reimburse SBBC, obligations to maintain and allow inspection and audit of records and property, obligations to maintain the confidentiality of records, reporting requirements, and obligations to return public funds shall survive the termination of this Agreement. 3.25 Contract Administration. SBBC has delegated authority to the Superintendent of Schools or his/her designee to take any actions necessary to implement and administer this Agreement. 3.26. Liability. This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. A. By SBBC: SBBC agrees to be fully responsible up to the limits of Section 768.28, Florida Statutes, for its acts of negligence, or its employees' acts of negligence when acting within the scope of their employment and agrees to be liable for any damages resulting from said negligence. B. By PFMAM: PFMAM agrees to indemnify, hold harmless and defend SBBC, its agents, servants and employees from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney's fees, reasonable investigative and discovery costs, court costs and all other sums which SBBC, its agents,servants and employees may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the products, goods or services wrongfully furnished whether by negligence or willfulness by PFMAM, its agents, servants or employees; the equipment of PFMAM, its agents, servants or employees while such equipment is on premises owned or controlled by SBBC; or the negligence of PFMAM or the negligence of PFMAM's agents when acting within the scope of • their employment, whether such claims,judgments, costs and expenses be for damages, damage to property including SBBC's property, and injury or death of any person whether employed by PFMAM,SBBC or otherwise. 3.27 Authority. Each person signing'this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement on the date first above written. Agreement with PPM Asset Afanagement,LLC Page 11 of 13 FOR SBBC (Corporate Seal) THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA By"A r /l_r."7 " Dr. Rosalind Osgood,Chair A S 740- Approved as to Form and Legal Content: Robert W. Runcie, Superinten s ent of Schools f !B� rLi' /2 /S ice of the Gen-'t`% •unset • Agreement with PFA1 Asset Management,LLC Page 12 of 13 FOR PFMAM (Corporate Seal) PFM Asset Management C ATTEST: B �` ,Secret, Witness Witness The Following Notarization is Required for Every Agreement Without Regard to Whether the Party Chose to Use a Secretary's Attestation or Two(2)Witnesses. STATE OF Fs,6reak, COUNTY OF The fore oing instrument was acknowledged before me this day of ,204c-by <7AAIA.L of Name of Person ami —c,,, N i ie .., fes �, ,on behalf of the corporation/agency. e oICorporat or A cy He/She is erso nown to me or produced as Identification and did/did not first take an oath. Type of Identification My Commission Expires: • y/?,.,/ � 41—>1441;1,v4— "�" �9 Sig re—Notary Public .0,.72 MELISSA D.LINDMAN /7e1 .1/4; (SE - \ Notary Public-State o1 Ronda Printed Name of Notary 'yi'', '' 'Z Commisslon/FF 191927 My Comm.Expires Apr 20,2019 Bonded Oomph Wail Notary Assn. Friel/90? Notary's Commission No. Agreement with PFM Asset Management,LLC Page 13 of 13 EXHIBIT B Exhibit B Fixed fee schedule for assets under management Year 1 Portfolio Value Assets Under Management Basis%of Account Amortized Cost plus Accrued Interest Self-Insurance and First$25 million 0.077%(7.7 basis points) Long Term Operating Next$25 million 0.066%(6.6 basis points) Funds Next$50 million 0.061%(6.1 basis points) Next$100 million 0.06%(6.0 basis points) Over$200 million 0.05%(5.0 basis points Bond Proceed Funds All Bond Proceeds 0.06%(6.0 basis points) Year 2 Portfolio Value Assets Under Management Basis%of Account Amortized Cost plus Accrued Interest Self-Insurance and First$25 million 0.079%(7.9 basis points) Long Term Operating Next$25 million 0.068%(6.8 basis points) Funds Next$50 million 0.062%(6.2 basis points) Next$100 million 0.06%(6.0 basis points) Over$200 million 0.05%(5.0 basis points) Bond Proceed Funds All Bond Proceeds 0.05%(5.0 basis points) Year 3 Portfolio Value Assets Under Management Basis%of Account Amortized Cost plus Accrued Interest Self-Insurance and First$25 million 0.082%(8.2 basis points) Long Term Operating Next$25 million 0.070%(7.0 basis points) Funds Next$50 million 0.064%(6.4 basis points) Next$100 million 0.06%(6.0 basis points) Over$200 million 0.05%(5.0 basis points) Bond Proceed Funds All Bond Proceeds 0.05%(5.0 basis points) Year 4 Portfolio Value Assets Under Management Basis%of Account Amortized Cost plus Accrued Interest Self-Insurance and First$25 million 0.085%(8.5 basis points) Long Term Operating Next$25 million 0.073%(7.3 basis points) Funds Next$50 million 0.066%(6.6 basis points) Next$100 million 0.06%(6.0 basis points) Over$200 million 0.05%(5.0 basis points) Bond Proceed Funds All Bond Proceeds 0.05%(5.0 basis points) Year 5 Portfolio Value Assets Under Management Basis%of Account Amortized Cost plus Accrued Interest Self-Insurance and First$25 million 0.10%(10.0 basis points) Long Term Operating Next$25 million 0.08%(8.0 basis points) Funds Next$50 million 0.07%(7.0 basis points) Next$100 million 0.06%(6.0 basis points) Over$200 million 0.05%(5.0 basis points) Bond Proceed Funds All Bond Proceeds 0.05%(5.0 basis points) Exhibit B Multi Asset Class Management (MACM") fee schedule for assets under management Portfolio Value Assets Under Management Annual Fee OPEB Trust First$10 Million 0.45% Next$10 Million 0.35% Next$30 Million 0.25% Next$50 Million 0.20% Over$100 Million 0.15% There would be no extra travel or expense charges.There is minimum annual fee of$10,000. For purposes of this schedule, "Assets Under Management" means,with respect to the MACM Funds portfolio,the net market value of all cash and investments assets as of the end of the most recent month.