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HomeMy WebLinkAboutFI17-104 - Original - PoEquities, Inc - Contract - 2/22/17 n/%%/� //l//r/ "00� i Records eKENT � '`; YNM9 N 4MGTFiN // A./" Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-855-5725. Vendor Name: ProE cities, Inc. Vendor Number: N/A JD Edwards Number Contract Number. This is assigned by City Clerk's Office Project Name: Description: © Interlocal Agreement El Change Order ❑ Amendment M Contract Other: Contract Effective Date: 2/22/17 Termination Date: 2/21/18 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager; Aaron BeWler Department: Finance Contract Amount: 0 (Waived for 1 year trial period) Approval Authority: Z Director F-1 Mayor F1 City Council Meeting Date Detail: (i.e. address, location, parcel number, tax id, etc.): Non-Discretionary Investment Advisory Services Agreement ProEquities Y,astdet7 think respond investment Advisors Non-Discretionary Investment Advisory Services Agreement THIS NON-DISCRETIONARY INVESTMENT ADVISORY SERVICES AGREEMENT ("Agreement") is between ProEquities, Inc., an Alabama corporation doing investment advisory business as Investment Advisors ("Advisor"), and The City of Kent ("Client"). The non-discretionary advisory services ("Non-Discretionary Investment Advisory Services") provided by Advisor under this Agreement shall be furnished by the investment advisor representative of Advisor named in the "Signatures" section of this Agreement ("Representative") unless Client and Advisor agree otherwise. Advisor is registered with the Securities and Exchange Commission as an investment advisor, and is registered or exempt from registration under all applicable state laws regarding investment advisor registration. Advisor provides investment advisor services for its clients. Client wishes to retain Advisor to provide Client with Non-Discretionary Investment Advisory Services under the terms set forth below:. Section 1 — Non-Discretionary Investment Advisory Services. Based upon information furnished to Advisor by Client, Advisor shall provide Client with such Non-Discretionary Investment Advisory Services as may be agreed upon by Advisor and Client and further detailed in Schedule A. The foregoing notwithstanding, Advisor shall not, and shall not be required to, take any action or render any advice with respect to legal action or proceedings (including bankruptcy proceedings) with respect to securities. Section 2 _ Client Information. Client agrees to consult with Advisor and to provide Advisor with all information relevant to the Non-Discretionary Investment Advisory Services to be provided by Advisor. Client understands that Advisor shall depend on the accuracy, timeliness and completeness of such information in providing the Non,-Discretionary Investment Advisory Services. Client represents and agrees that the information provided by Client will be, to the best of Client's knowledge, substantially accurate and complete. Section 3—Risk of Investment. Client recognizes that any market losses resulting from such services are a risk assumed by Client. Client further acknowledges that the past performance of Advisor is not a guarantee of future results, which may prove to be better or worse than past results. Advisor has not and does not promise, represent or guarantee that Advisor's services will result in a profit to Client, will yield a stated level of returns or will result in achievement of Client's financial or investment objectives. Advisor may rely on information furnished to it which it reasonably believes to be accurate and reliable. Advisor shall have no liability for Client's failure to inform Advisor in a timely manner of any material change in Client's financial circumstances, investment or financial needs or objectives, or risk tolerance. Section 4—Fees. Client shall pay Advisor a Non-Discretionary Investment Advisory Services Fee for the provision of the Non-Discretionary Investment Advisory Services in accordance with fee table listed in Schedule A. The Non-Discretionary Investment Advisory Services Fee shall be calculated and payable quarterly in arrears based upon the market value of the fixed income portfolio in the Client's account or accounts as of the final business day of the quarter.The Non-Discretionary Investment Advisory Services Fee shall paid to the order of ProEquities, Inc. Section 5 — Ongoing Review. Except as otherwise explicitly set forth in Schedule A, Advisor makes no commitment to initiate a review or update of any Non-Discretionary Investment Advisory Services previously provided hereunder, or to monitor Client's progress toward achieving Client's financial objectives. Section 6 — No Legal, Tax or Accounting Advice. Nothing in this Agreement shall require Advisor or Representative to provide legal, tax or accounting advice. Client is responsible for consulting, and is encouraged to consult legal,tax and accounting advisors of Client's choosing. Section 7 — Relationship of the Parties. Client acknowledges that Advisor is a registered investment advisory firm and Representative is an investment advisory representative of Advisor. As such, Representative shall receive, and other individuals affiliated with Advisor may receive, a portion of the compensation paid by Client to Advisor under this Agreement. Section 8—Confidentiality; Disclosure to Advisors.The information about Client in Advisor's possession or control that arises pursuant to the terms of this Agreement shall be treated as confidential, as set forth in Advisor's privacy policy (a copy of which has been provided to Client). Notwithstanding the foregoing, Client hereby grants Advisor and Representative the authority to discuss, disclose and communicate any or all information received from Client or related to this Agreement to such third- party service providers as Client may designate. Section 9—Term and Termination. Notwithstanding Section 11 below,the term of this Agreement shall commence on the date last signed below by a party this Agreement and shall remain effective for one (1) year. This Agreement may be extended for two (2) additional one-year periods at the option of the Client. This Agreement may be terminated by either party upon thirty (30) days' written notice to Advisor in accordance with Section 13 below. Section 10— Effective Date; Amendment and Assignment. This Agreement shall not become effective unless approved in writing by an authorized signatory of Advisor. No modification or amendment to this Agreement shall be effective unless made in writing and signed by Client and Advisor. This Agreement may not be assigned by either party without the written consent of the other party. Section 11 — Applicable Law; Interpretation. This Agreement shall be interpreted and construed in accordance with the laws of the state in which Client executed this Agreement (without giving effect to such state's conflict of laws principles) and in a manner consistent with the securities laws, including Investment Advisors Act of 1940 and the rules and regulations thereunder. The headings in this Agreement are for convenience of reference only, and shall not be considered in the interpretation hereof. This Agreement (including all Schedules and attachments hereto) constitutes the complete agreement of the parties with respect to the subject matter hereof. Section 12 — Arbitration. (a) THIS AGREEMENT CONTAINS A DISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS: (b) Arbitration Disclosure 1. ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED. 2. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. 3. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. 4. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE. S. THE PANEL OF ARBITRATORS MAY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. 6. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT. 7. THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO,SHALL BE INCORPORATED INTO THIS AGREEMENT. (c) Arbitration Agreement ANY CONTROVERSY BETWEEN CLIENT, ADVISOR AND REPRESENTATIVE ARISING OUT OF ANY BUSINESS CONDUCTED BY OR BETWEEN THE PARTIES OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION CONDUCTED BEFORE THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AND IN ACCORDANCE WITH ITS RULES. IF FINRA ARBITRATION IS NOT AVAILABLE AND ENFORCEABLE FOR ANY REASON, THE ARBITRATION SHALL BE CONDUCTED UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (OR, IF SUCH RULES DO NOT EXIST, PURSUANT TO SUCH SUCCESSOR OR SIMILAR RULES AS ADVISOR SHALL STIPULATE). ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION, OR WHO IS A MEMBER OF A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS ACTION WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED; (ii) THE CLASS ACTION IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. THE TERMS OF THIS SECTION 12 REGARDING ARBITRATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Section 13 — Address for Notices. All notices under this Agreement (including, without limitation, notices of termination under Section 10) shall be deemed properly given if delivered by hand, faxed, mailed by U.S. mail (first class, certified or registered), or delivered to a nationally-recognized express delivery service, and addressed to a party at the address set forth in the "Signatures" section of this Agreement(or to such other address as such party may provide by written notice as described herein). Section 14 — Municipal Advisor Exemption. Client acknowledges that Advisor is not acting as a "municipal advisor" as that term is defined in Section 15B of the Securities Exchange Act and the rules promulgated thereunder (the "Municipal Advisor Rules"). Client further acknowledges that Advisor is acting under an exemption from registration as a municipal advisor for SEC-registered investment advisors. Section 15—Receipt of Information and Agreement. Client acknowledges that Client has received (1) a copy of Advisor's Form ADV Part 2A; (2) Form ADV Part 2B; and (3) a copy of this Agreement, as signed by Client and Representative. Client has read and understands this Agreement. Client has had the opportunity to review this Agreement with advisors of Client's choosing, and has either done so or has decided not to have this Agreement reviewed. Client agrees that disputes under this Agreement shall be resolved by binding arbitration,as provided in Section 12 entitled, "Arbitration". SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PROEQUITIES, INC. Ch nit NaMe " 280Z}r 280 South, 'irrningham AL 3522 B By Name Name 611 Title Title 2- 1 2 � r' 7 Nate Date Client Address(Str t or P.C . Box, City,State,Zip Code) ' s xt�,.3 Investment Advisor Representative Signature Rep Number -116 Investment Advisor Representative Address (Street or P.O. Box, City,State, Zip Code) SCHEDULE A A. Scope of Services Advisor will provide the following non-discretionary advisory services to Client: 1. Review of investment policv. ProEquities will assist the public entity in either updating or creating an investment policy incorporating industries best practices including the priorities safety liquidity and yield. Specifically,TVI/ProEquities will assist the client in determining the appropriate risk parameters, maturity constraints and diversification to meet the client's objectives. 2. Establishment of investment strategv and corresponding benchmarks. ProEquities will work closely with the public entity to develop investment strategies that fall within the risk parameters of the investment policy and the client's objectives. ProEquities will familiarize itself with Washington State statutes, rules, and regulations that pertain to and may restrict investment options, and ProEquities will develop all investment strategies in strict compliance with those restrictions. A benchmark will be established as an appropriate gauge of the portfolios performance 3. Analysis of weighted average maturity and duration measures. Through current economic, market and yield curve analysis, ProEquities will advise the client regarding the appropriate weighted average maturity for the portfolio. The preferred effective duration measures will also be determined in an effort to manage the volatility of the portfolio's market value in a changing interest rate environment. 4. Identify securities for purchase that comply with Client's investment Policy. ProEquities has broad visibility of the typical legal securities that are currently available and will select those securities that comply with the entity's investment policy. These will be recommended to the client when appropriate. 5. At the Client's direction, purchase securities on behalf of Client. With the client's approval, ProEquities will purchase securities on the client's behalf. After the client has approved the purchase of the recommended security, ProEquities will purchase the security and provide a confirmation to the client. ProEquities will monitor the delivery of the security to the client's US Bank Safekeeping account. B. Fee Table ProEquities will provide non-discretionary public funds investment management for the Client for a management fee$0 per month for the period of 1 year. This first year is a trial year where Client can determine the value and success of Advisor's work. After the initial 1 year period, if this agreement is extended as provided in Section 9 of the agreement, ProEquities will charge a management fee of 9.5 basis points per year of the market value of the portfolio. The client will pay for delivery and safekeeping of securities at a 3rd party.