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HomeMy WebLinkAboutCity of Tamarac Resolution R-2003-0771 Temp. Reso. #10068 March 7, 2003 Revised April 2, 2003 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2003-�— A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO AWARD RFP-03-14R TO AND EXECUTE AN AGREEMENT WITH KIRKPATRICK PETTIS FOR INVESTMENT ADVISORY SERVICES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has determined that it would be beneficial to solicit proposals for investment advisory services for the City's short-term and medium -term investment portfolio in order to enhance and improve the City's investment revenue; and WHEREAS, the City of Tamarac Finance Department Purchasing Division solicited RFP 03-14R from qualified firms publicly advertised on February 9 and February 16, 2003 (attached hereto as Attachment 1 to Exhibit A); and WHEREAS, the following seven investment advisory firms responded to the City's Request for Proposal (RFP) for investment advisory services: • Merrill Lynch -Punta Gorda • Public Financial Management • Voyageur Asset • Merrill Lynch -Heathrow • MBIA • Cypress Asset • Kirkpatrick Pettis; and Temp. Reso. #10068 March 7, 2003 Revised April 2, 2003 Page 2 WHEREAS, an evaluation committee consisting of the Director of Finance, Finance and Policy Officer and Purchasing and Contracts Manager conducted an extensive evaluation of the proposals and short listed the following top ranked firms: • Kirkpatrick Pettis • Public Financial Management • MBIA • Cypress Asset; and WHEREAS, Kirkpatrick Pettis scored highest on the basis of cost of services, transaction time, investment earnings rate, the ability to provide quality of investment advisory services, prior experience in governmental investing, other financial services available, and the overall quality of its presentation; and WHEREAS, the Investment Advisory Selection Committee after due consideration has ranked Kirkpatrick Pettis, considered the most competitive, as its first choice; and WHEREAS, the Investment Advisory Selection Committee entered into negotiations with Kirkpatrick Pettis; and WHEREAS, the Director of Finance and City Manager recommend the appropriate City officials be authorized to enter into an agreement with Kirkpatrick Pettis to provide investment advisory services; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to 1 Temp. Reso. #10068 March 7, 2003 Revised April 2, 2003 Page 3 Award RFP-03-14R to and execute an Agreement with Kirkpatrick Pettis for Investment Advisory Services for a period of one (1) year with four (4) additional one-year renewal option periods. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: That the appropriate City Officials are hereby authorized to award RFP-03-14R to and execute an Agreement with Kirkpatrick Pettis for investment advisory services (Exhibit A) for a period of one (1) year with four (4) additional one- year renewal option periods. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. #10068 March 7, 2003 Revised April 2, 2003 Page 4 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 9t" day of April, 2003. ATTEST: JOE SCHREIBER V MAYOR S- 1ARION SWENSON, MC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. CITY ATTO RECORD OF COMMISSION VOZ MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-T DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS 1 1 ci y ()f l F,?t"17(?,"au Purchasing and WM I?ctcl .a Division AGREEMENT FOR PROFESSIONAL SRVICES THIS AGREEMENT made and entered into this 9,414 day of 2003 by and between the City of Tamarac, a municipal corporation of the State of Florida, hereinafter referred to as CITY, and Kirkpatrick, Pettis, Smith, Polian Inc., a Nebraska corporation, with principal offices located at 3504 Lake Lynda Drive, Suite 155, Orlando, FL 32817, hereinafter referred to as CONSULTANT: WHEREAS, the CITY intends to utilize the services of a firm to provide Investment Advisory Services as outlined in the Request for Proposals 03-14R dated February 5, 2003, which is attached hereto and incorporated by reference as part of this Agreement; and, WHEREAS, the CITY requires certain professional services in connection with said Investment Advisory Services; and, WHEREAS, the CONSULTANT represents that it is capable and prepared to provide such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 — THE CONTRACT DOCUMENTS The contract documents consist of this Agreement, conditions of the contract (General, Suppementary, and other Conditions), drawings, specifications to RFP 03-14R, all addenda issued prior to, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to the Agreement or repeated herein. ARTICLE 2 - EFFECTIVE DATE The effective date of this Agreement shall be for one year from the date of execution by City, with the option to renew for four (4) additional one-year periods, for a term not to exceed five years, subject to the satisfactory negotiation of terms, the concurrence of the City Commission, the annual availability of an appropriation, and satisfactory performance of services. ARTICLE 3 - SERVICE TO BE PERFORMED BY CONSULTANT The CONSULTANT shall perform the services in accordance with the provisions contained in the request for proposals as specifically stated in Article IV of RFP-03-14R and CONSULTANTS Proposal, and as may be specifically designated and additionally authorized by the CITY. Such additional authorizations will be in the form of a Purchase Order. Each Purchase Order will set forth a specific Scope of Services, amount of compensation and completion date. ARTICLE 4 - COMPENSATION The CITY shall pay CONSULTANT for investment advisory services in accordance with the provisions contained in the request for proposals, a fee of nine basis points annually on the average monthly market value of the assets under management, billed monthly. No other fees shall apply under this Agreement. CkY t Ea?7?EPtFIa' ��dfrcM,,Psing and i ontractq ( vision ARTICLE 5 - STANDARD OF CARE CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a professional investment advisory firm under similar circumstances and CONSULTANT shall, at no additional cost to the CITY, re -perform services which fail to satisfy the foregoing standard of care. The CONSULTANT will at all times render the services called for in this Agreement skillfully, diligently and to a high quality, professional standard of care. However, the CONSULTANT does not imply or guarantee any profits, any particular results or any freedom from loss in connection with its recommendations or otherwise in performing its services hereunder. ARTICLE 6 - INDEMNIFICATION CONSULTANT shall, in addition to any other obligation to indemnify the CITY and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the CITY, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the CONSULTANT, any sub consultant, anyone directly or indirectly employed by any of them, of anyone for whose acts any of them may be liable in the performance of the WORK; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by CONSULTANT in the performance of the Work; or c). liens, claims or actions made by the CONSULTANT or any sub consultant under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the CITY to enforce this agreement shall be borne by the CONSULTANT. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reasons, the terms and conditions of this Article shall survive indefinitely. ARTICLE 7 - INDEPENDENT CONTRACTOR CONSULTANT undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance. The CITY shall have no right to supervise the methods used, but the CITY shall have the right to observe such performance. CONSULTANT shall work closely with the CITY in performing Services under this Agreement. ARTICLE 8 - COMPLIANCE WITH LAWS In performance of the Services, CONSULTANT will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. N City of 'T' r'pialac, Purchasing and Contrails Division ......... ......... ........ ......... ARTICLE 9 - INSURANCE During the performance of the Services under this Agreement, CONSULTANT shall maintain the following insurance polices, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 1. Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this Agreement, Workers' Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub consultant that does not have their own Workers' Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Tamarac, executed by the insurance company. Thirty 30 days notice of cancellation is required and must be provided to the City of Tamarac via 1 St Class Mail. 2. Comprehensive General Liability: The CONSULTANT shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability with specific reference of Article 5 of this Agreement. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. The CITY must be named as an additional insured unless Owners and Contractors' Protective Coverage is also provided, or required. Sixty (60) days written notice must be provided to the CITY via 1st Class Mail class in the event of cancellation. 3. Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of the Agreement, Business Automobile Liability Insurance. The minimum limits of coverage shall be $1,000,000 per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" type policy. The CITY must be listed as an Additional Insured under the Policy. Sixty-(60) days written notice must be provided to the CITY via 1st Class Mail in the event of cancellation. 4. Professional Liability (Errors and Omissions) Insurance: $10,000,000 In the event that sub -consultants used by the CONSULTANT do not have insurance, or do not meet the insurance limits, CONSULTANT shall indemnify and hold harmless the CITY for any claim in excess of the sub -consultants' insurance coverage, arising out of negligent acts, errors or omissions of the sub -consultants. CONSULTANT shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the CITY. of TZ)im� ac t"urchu..asincg and Contracts Division ......... ......... ......... ......... ......... ......... ....... ......... ......... ......... ......... ARTICLE 10 - CITY'S RESPONSIBILITIES The CITY shall be responsible for providing access to all project sites, and providing information on hand that are available in the files of the CITY. ARTICLE 11 - TERMINATION OF AGREEMENT The obligation to continue Services under this Agreement may be terminated for cause by either party upon ten (10) calendar days' written notice of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. CITY shall have the right to terminate this Agreement or suspend performance thereof without cause for the CITY's convenience upon seven (7) calendar days' written notice to CONSULTANT, and CONSULTANT shall terminate or suspend performance of Services on a schedule acceptable to CITY. In the event of termination or suspension for CITY's convenience, CITY shall pay CONSULTANT for all Services performed through the date of notice of termination or suspension. ARTICLE 12 - NONDISCLOSURE OF PROPRIETARY INFORMATION CONSULTANT shall consider all information provided by CITY and all reports, studies, calculations, and other documentation resulting from the CONSULTANT's performance of the Services to be proprietary unless such information is available from public sources. CONSULTANT shall not publish or disclose proprietary information for any purpose other than the performance of the Services without the prior written authorization of CITY or in response to legal process. ARTICLE 13 - UNCONTROLLABLE FORCES Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 14 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Broward County and the Agreement will be interpreted according to the laws of Florida. i City of Tort anw; ARTICLE 15 - MISCELLANEOUS 15.1 Nonwaiver A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 15.2 Severability Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The nonenforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. The provisions of this section shall not prevent the entire Agreement from being void should a provision, which is of the essence of the Agreement, be determined to be void. ARTICLE 16 - INTEGRATION AND MODIFICATION This Agreement is adopted by the CITY and CONSULTANT as a complete and exclusive statement of the terms of the Agreement between the CITY and CONSULTANT. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters or other communications between the CITY and CONSULTANT pertaining to the Services, whether written or oral. The Agreement may not be modified unless such modifications are evidenced in writing signed by both the CITY and CONSULTANT. ARTICLE 17 - SUCCESSORS AND ASSIGNS The CITY and CONSULTANT each binds itself and its director, officers, partners, successors, executors, administrators, assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrators, assigns, and legal representatives. ARTICLE 18 - CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 19 -TRUTH -IN -NEGOTIATION CERTIFICATE 0 City of i arnarau Purchasing sand Contra i:y Divisions .. ......... Execution of this Agreement by the CONSULTANT shall act as the execution of a truth -in -negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the CONSULTANTS most favored customer for the same or substantially similar service. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete or non -current wage rates or due to inaccurate representations of fees paid to outside consultants. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 20 - OWNERSHIP OF DOCUMENTS CONSULTANT shall be required to work in harmony with other consultants relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of the CITY upon completion for its use and distribution as may be deemed appropriate by the CITY. ARTICLE 21 - NOTICE Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or sent by certified mail, postage prepaid as follows: CITY City Manager City of Tamarac 7525 NW 88th Avenue Tamarac, Florida 33321-2401 With a copy to the City Attorney at the same address. CONSULTANT: Jeffrey T. Larson Senior Vice President Kirkpatrick, Pettis, Smith, Pollan Inc. 3504 Lake Lynda Dr., Suite 155 Orlando, FL 32817 PH: 407-482-2327 Notices shall be effective when received at the address specified above. Changes in the respective addresses to which such notice may be directed may be made from time to time by any party by written notice to the other party. Facsimile is acceptable notice effective when received, however, facsimiles received (i.e.; printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next business day. The original of the notice must additionally be mailed as required herein. Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of CONSULTANT and CITY. Citvof Tc?mci ac el, IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and Kirkpatrick, Pettis, Smith, Polian Inc., signing by and through its Senior Vice President, duly authorized to execute same. ATTEST: " kA Marion Swenson, CMC City Clerk qq q -Q 3 Date r: MY • is EXPIRES: JUIy J I, Bonded Thru Notary Public Urrderwn1srs ,� tip' '� LISA EO RNES y MY COMMISSION N CC 957920 �•'� � Bonded Tphlru Notary July k un�dnwriers x 91�5 CITY OF TAMARAC Schreiber, Mayor o © 3 Defte -Dvw 7--'1-11104S e. 11 Jeffr Iller, City Manager QAa:��.a 14 Date Kirkpatrick, Pettis, S ith, Pollan Inc. o e ign Senior Vice President Jeffrey T. Larson Type/Print Name of Senior Vice President 0Y`07/0 3 Date of Tarra,ae c Purchasing and Contracts Division; CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA SS COUNTY OF 0 ro0 I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Jeffrey T. Larson, Senior Vice President, of Kirkpatrick, Pettis, Smith, Polian Inc., a Nebraska Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this 20th day of March, 2003. Sign re of otary Public State of Florida at Large 4rsr 02K Felm U Aragon CG Lf , '4 "'i d o.Y My Commission DD 1 386W Print, Type or Stamp ' awd ExpresAugust 01.20M Name of Notary Public ❑ Personally known to me or Produced Identification v': d L/C-cv& Type of I.D. Produced CERTIFICATE KIRKPATRICK., PETTIS, SMITH, POLrAN INC. I, Kent J. Lund, Executive Vice President, General Counsel and Secretary of Kirkpatrick, Pettis, Smith, Polian Inc., a Nebraska Corporation (the "Corporation"), do hereby certify that the following two indi-nduals duly hold with the Corporation the officer positions next to their names below: Jeffrey T. Larson Senior Vice President Christopher K. Blackwood Senior Vice President I, Kent I Lund, Executive Vice President, General Counsel and Secretary of the Corporation, do hereby certify that each of Jeffrey T. Larson and Christopher K. Blackwood, as Senior Vice Presidents of the Corporation,: is authorized to act for and on behalf of the Corporation in respect of the underwriting of fixed income securities and including the execution and delivery of agreements providing for the purchase or placement of fixed income securities (including tax-exempt fixed income securities), financial consultant, fiscal agency, and fixed income advisory service agreements, and generally to execute and deliver all such documents and to undertake all such actions as may be necessary and appropriate to effectuate the underwriting of said securities. DATED THIS S� DAY OF ILL &t t,QIL7 2uu3 Kirkpatrick, Pettis, Smith, Polian Inc. Executive Vic President; General Counsel and Secretary