HomeMy WebLinkAboutRes 2013-01-07 Valley View Consulting Agreement.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2013-01-07
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 22nd
day of January, 2013.
APPROVE[` ;' " ATTEST:
A�� a Wilkison, Cit Secreta
Mike Crist, Mayor ,�:�;/� � � y ry
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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,
fl 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.
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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 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 safety 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.
7. This Agreement shall become effective r i , 2013 and remain in effect
for two (2) years, with the option of the Investor to extend this Agreement in additional one or
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two year increments. Any such extension shall not be automatic, and shall require the Investor
and Advisor to formally agree to such extension in a written agreement, duly executed by the
parties' representatives. Provided, however, the Investor or Advisor may terminate this
Agreement upon thirty (30) days written notice to the other party. 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. The Advisor shall not assign this Agreement without the express written consent of the
Investor.
10. By initialing the appropriate line, Investor acknowledges that:
1) X Investor was provided a written copy of Part 11 of Form ADV not less
than 48 hours prior to entering into this written contract, or
2) Investor received a written copy of Part II of Form ADV 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) Investor is renewing an expiring contract and has received in the past, and
offered annually, a written copy of Part H of Form ADV.
11. 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.
12. 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
parties 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.
Page 3
13. 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.
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 party 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
City of Anna
111 North Powell Parkway
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 proof to Investor that it
Page 4
has fully completed such registration. To be considered valid said proof must be certified by
the Office of the Texas Secretary of State.
This Agreement is hereby agreed to and executed by the parties as follows:
City of Anna, Texas
21A&� &W46,',
Na a Wiluson, City Secretary
Valley View Consulting, L.L.C.
0
Richard G. Long, Jr.,
its Manager
Witness:
Page 5
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 $15,000.00 the first contract year or $10,000.00 for each subsequent contract years. 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.
January 31, 2013
Valley View Consulting, LLC
2428 Carters Mill Road
Huddleston, VA 24104-4003
Re: Consulting Services Contract
Dear Mr. Long:
Enclosed are two (2) signed copies of the Consulting Services Contract
Upon completion please return a fully executed copy of the Consulting
Services Contract to Natha Wilkison, City Secretary, for the City of Anna's
files.
Should you have any questions, please feel free to contact me at
(972) 924-3325, ext. 207.
Sincerely,
Natha Wilkison
City Secretary
City of Anna
encl.