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HomeMy WebLinkAboutRes 2015-02-02 Valley View Consulting Services CITY OF ANNA, TEXAS RESOLUTION NO. 2015-02- A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANGER TO ACT ON THE CITY'S BEHALF IN EXECUTING A CONTRACT WITH VALLEY VIEW CONSULTING LLC FOR CONSULTING SERVICES ON INVESTMENTS AND OTHER RELATED FINANCIAL SERVICES WHEREAS, this City Council (the Council) desires to secure consulting services related to managing authorized investments under the Texas Public Funds Investment Act (PFIA) and other related financial services. WHEREAS, Valley View Consulting (the Consultant) desires to provide consulting services related to managing authorized investments under the PFIA and other related financial services to the City of Anna (the City). WHEREAS, The Council foresees that the use of the Consultant will produce more efficient and less costly management of the City's investments. WHEREAS, The Consultant is charging a fair and reasonable price for their services NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval and Authorization of Contract The Council hereby approves the Contract attached hereto as Exhibit 1 for Consulting on Investment of City Funds, and authorizes, ratifies, and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the contract. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 10th day of February, 2015. APPROVED: ATTEST: e O F Mikeltrist, Mayor Nla a Wilkison, City Secretary�M _ Res.2015-02- Valley View Consulting Contract PAGE 1 OF 1 °�Jti�le 114�t1t\ AGREEMENT BY AND BETWEEN CITY OF ANNA,TEXAS AND VALLEY VIEW CONSULTING,L.L.C. It is understood and agreed that the City of Anna, Texas (the Investor), a Texas municipal corporation, will have from time to time money available for investment (Investable Funds) and that Valley View Consulting, L.L.C. (Advisor), a Virginia limited liability company, has been requested to provide professional services to the Investor with respect to the Investable Funds. This agreement (the Agreement) constitutes the understanding of the undersigned parties with regard to the subject matter hereof. 1. This Agreement shall apply to any and all Investable Funds of the Investor from time to time during the period in which this Agreement shall be effective. 2. The Advisor agrees to provide its professional services to direct and coordinate all programs of investing as may be considered and authorized by the Investor. 3. The Advisor agrees to perform the following duties: a) Assist the Investor in developing cash flow projections, b) Suggest appropriate investment strategies to achieve the Investor's objectives, c) Advise the Investor on market conditions,general information and economic data, d) Analyze risk/return relationships between various investment alternatives, e) Attend occasional meetings as requested by the Investor, f) Assist in the selection, purchase, and sale of investments. The Advisor shall not have discretionary investment authority over the Investable Funds and the Investor shall make all decisions regarding purchase and sale of investments. All funds shall be invested consistent with the Texas Public Funds Investment Act, Chapter 2256 Government Code and the Investor's Investment Policy. The eligible investments are listed in the Investor's Investment Policy, g) Advise on the investment of bond funds as to provide the best possible rate of return to the Investor in a manner which is consistent with the proceedings of the Investor authorizing the investment of the bond funds or applicable federal rules and regulations, h) Assist the Investor in creating investment reports in compliance with State legislation and the Investor's Investment Policy,and i) Assist the Investor with primary depository bank selection. Page 1 4. The Investor agrees to: a) Compensate the Advisor for any and all services rendered and expenses incurred as set forth in Appendix A attached hereto, b) Provide the Advisor with the schedule of estimated cash flow requirements related to the Investable Funds, and will promptly notify the Advisor as to any changes in such estimated cash flow projections, c) Allow the Advisor to rely upon all information regarding schedules, investment policies and strategies, restrictions, or other information regarding the Investable Funds as provided to it by the Investor and that the Advisor shall have no responsibility to verify,through audit or investigation,the accuracy or completeness of such information, d) Recognize that there is no assurance that recommended investments will be available or that such will be able to be purchased or sold at the price recommended by the Advisor,and e) Not require the Advisor to place any order on behalf of the Investor that is inconsistent with any recommendation given by the Advisor or the policies and regulations pertaining to the Investor. 5. In providing the investment services in this Agreement, it is agreed that the Advisor shall: (a) at all times act in accordance with the provisions of this Agreement and the Investor's Investment Policy; and (b) comply with the following standard of care: Investments shall be made with judgment and care,under circumstances then prevailing=that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs,not for speculation,but for investment, considering the,probable sgfg1y of capital and the probable income to be derived. Provided that a loss or penalty is not sustained by the Investor due to the Advisor's failure to satisfy the foregoing requirements, the Advisor shall have no liability or responsibility for such a loss or penalty. The Advisor shall be liable for its own gross negligence or willful misconduct, but shall not be responsible for any loss incurred by reason of any act or omission of any financial institution or broker/dealer, selected with reasonable care by the Advisor and approved by the Investor,or of the Investor's custodian or safekeeping agent. Furthermore, the Advisor shall not be liable for any investment made which causes the interest on the Investor's obligations to become included in the gross income of the owners thereof, unless the making of such investment is not in compliance with the Advisor's obligations under this Agreement, the Investor's Investment Policy, or the above-stated standard of care. 6. The fee due to the Advisor in providing services pursuant to this Agreement shall be calculated in accordance with Appendix A attached hereto, and shall become due and payable as specified. Any and all expenses for which the Advisor is entitled to reimbursement in accordance with Appendix A attached hereto shall become due and payable at the end of each calendar quarter in which such expenses are incurred. Page 2 7. This Agreement shall remain until January 31, 2016, with the option of the Investor to extend this Agreement in additional one or two year increments. Provided, however, the Investor or Advisor may terminate this Agreement upon thirty(30) days written notice to the other parry. In the event of such termination,it is understood and agreed that only the amounts due to the Advisor for services provided and expenses incurred to and including the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. In the event this Agreement is terminated, all investments and/or funds held by the Advisor shall be returned to the Investor as soon as practicable. In addition, the parties hereto agree that upon termination of this Agreement the Advisor shall have no continuing obligation to the Investor regarding the investment of funds or performing any other services contemplated herein. 8. The Advisor reserves the right to offer and perform these and other services for various other clients. The Investor agrees that the Advisor may give advice and take action with respect to any of its other clients, which may differ from advice given to the Investor. The Investor agrees to coordinate with and avoid undue demands upon the Advisor to prevent conflicts with the performance of the Advisor towards its other clients. 9. Advisor shall not assign any obligation or interest in this Agreement, and shall not transfer any obligation or interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of Investor. 10. The Investor acknowledges that as a government entity much, or all, of the data and material provided to the Advisor is public information. The Advisor shall make reasonable efforts to protect any non-public information. 11. The Investor acknowledges that: 1) The Investor was provided a written copy of Form ADV Part 2 not less than 48 hours prior to entering into this written contract,or 2) The Investor received a written copy of Form ADV Part 2 at the time of entering into this contract and has the right to terminate this contract without penalty within five business days after entering into this contract. 3) _X_The Investor is renewing an expiring contract and has received in the past, and offered annually,a written copy of Form ADV Part 2. 12. This Agreement constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. 13. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,the Page 3 parries shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 14. This Agreement is performable in Texas and exclusive jurisdiction and venue of any suit or cause of action arising out of or related to this Agreement shall lie exclusively in Collin County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. 15. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the parry to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. 16. This Agreement inures solely to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this Agreement. 17. All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. To Advisor: To Investor: Valley View Consulting,L.L.C. City Manager Richard Long City of Anna 2428 Carters Mill Road 111 North Powell Parkway Huddleston,VA 24104 Anna, Texas 75409 18. As an entity organized outside of the State of Texas, Advisor must register as a foreign company with the Office of the Texas Secretary of State. While the Advisor may begin work under this Agreement before it has completed such registration, the Investor shall have no obligation to make any payment under this Agreement until such time that Advisor has fully completed said registration. Once registered, Advisor shall maintain such registration in good status with the Office of the Texas Secretary of State at all times while performing any services under this Agreement and for at least 12 months after the conclusion of the performance of said services. Notwithstanding any other provision of this Agreement, Investor may terminate this Agreement after giving 30 days' written notice to Advisor that Investor has determined, upon information and belief, that Advisor has not completed such registration with the Texas Secretary of State. Such termination shall become effective 30 days after submission of said written notice unless Advisor delivers Page 4 proof to Investor that it has fully completed such registration. To be considered valid said proof must be certified by the Office of the Texas Secretary of State. When accepted by the Investor, it, together with Appendix A attached hereto, will constitute the entire Agreement between the Investor and Advisor for the purposes and the consideration herein specified. Acceptance will be indicated with the return of one executed copy to Advisor. This Agreement is hereby agreed to and executed by the parties as follows: City of Anna,Texas By: Philip Sanders, City Manager Attest: Natha Wilkison, City Secretary Valley View Consulting,L.L.C. By: Richard G. Long,Jr.,Manager Witness: Page 5 APPENDIX A FEE SCHEDULE AND EXPENSE ITEMS In consideration for the services rendered by Advisor in connection with the investment of the Investable Funds for the Investor, it is understood and agreed that its fee will be an annual fee equal to the greater of ten basis points (0.10%) of the total portfolio's average quarter end book value or $10,000.00 for each contract year. The applicable portion of said fee shall be due and payable at the end of each investment quarter. Should the Investor issue debt and select a bond proceeds investment strategy that incorporates a flexible repurchase agreement or other structured investment, fees will be determined by any applicable I.R.S. guidelines and industry standards. Should the Investor request assistance with monthly investment portfolio accounting, additional fees may apply. Said fee shall not exceed$5,000.00 per year. Should the Investor request assistance with primary depository bank selection, additional fees may apply. Said fee shall not exceed$5,000.00 per request for proposal. Said fee includes all costs of services related to this Agreement, and all travel and business expenses related to attending regularly scheduled occasional meetings. With pre-trip Investor approval, the Advisor may also request reimbursement for special meeting or event travel and business expenses. The obligation of the Advisor to pay expenses shall not include any costs incident to litigation,mandamus action,test case or other similar legal actions. Although none are anticipated, any other fees retained by Advisor in the performance of its duties shall be disclosed to the Investor. Page 1