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HomeMy WebLinkAboutBack-Up - Palm Bch Gardens AgmtPAL/A BEACH GARDENS A unique place to Ilve, learn, work do play" The City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, FL 33410 AGREEMENT FOR INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT NO. RFP2014-0I3FN THIS AGREEMENT is made and entered this ('O'' day of Niaa , 2014 (the "effective date"), by and between the City of Palm Beach Gardens, a Florida municipal corporation (hereinafter referred to as "Client"), whose address is 10500 North Military Trail, Palm Beach Gardens, Florida 33410, and PFM Asset Management LLC, a Delaware limited liability company (hereinafter referred to as "Advisor"), with an office at 300 South Orange Avenue, Suite 1170, Orlando, Florida 32801. WHEREAS, the Client has funds available for investment purposes (the "Funds") for which it intends to conduct an investment program; and WHEREAS, the Client desires to avail itself of the experience, sources of information, advice, assistance, and facilities available to the Advisor, to have the Advisor undertake certain duties and responsibilities, and to perform certain services as investment advisor on behalf of the Client, as provided herein; and WHEREAS, the Advisor is willing to perform these services in accordance with the Client's Request for Proposals No. RFP2014-013FN, Investment Advisory and Management Services, and the Advisor's response thereto, which are incorporated herein by reference. NOW, THEREFORE, in consideration of the mutual covenants and promises hereafter set forth, the Advisor and the Client agree as follows: ARTICLE 1. SERVICES OF ADVISOR The Client hereby engages the Advisor to serve as investment advisor under the terms of this Agreement with respect to the Funds and such other funds as the Client may from time to time assign by written notice to the Advisor (collectively, the "Managed Funds"), and the Advisor accepts such engagement. In connection therewith, the Advisor shall provide investment research and supervision of the Client's Managed Funds investments and conduct Managed Funds investments and conduct a continuous program of investment, evaluation, and when appropriate, sale and reinvestment of the Managed Funds assets. The Advisor shall continuously monitor investment opportunities and evaluate investments of the Managed Funds, The Advisor shall fumish the Client with statistical information and reports with respect to investments of the Managed Funds. The Advisor shall place all orders for the Page 11 of 8 City of Palm Beach Gardens Agreement No, RFP2014-013FN Investment Advisory and Management Services purchase, sale, loan, or exchange of portfolio securities for the Client's account with brokers or dealers recommended by the Advisor and/or the Client, and to that end, the Advisor is authorized as agent of the Client to give instructions to the custodian (the "Custodian") designated by the Client as to deliveries of securities and payments of cash for the account of the Client. In connection with the selection of such brokers and dealers and the placing of such orders, the Advisor is directed to seek for the Client the most favorable execution and price, the determination of which shall take into account, subject to any applicable laws, rules, regulations, codes, ordinances, guidelines, and directives, whether federal, state, or local, statistical, research and other information to carry out the obligations herein have been or will be furnished to the Advisor by such brokers and dealers. The Custodian shall have custody of cash, assets, and securities of the Client. The Advisor shall not take possession of or act as custodian for the cash, securities, or other assets in the Managed Funds and shall have no responsibility in connection therewith. However, nothing herein shall relieve the Advisor of any breach of its obligations herein. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the bond covenants and as supplemented by such other written instructions as may from time to time be provided by the Client to the Advisor. Regardless of the foregoing, the Advisor shall comply with all federal, state, and local laws, rules, regulations, codes, ordinances, guidelines, and directives related to the duties and obligations of the Advisor pursuant to this Agreement. The Advisor shall be entitled to rely upon the Client's written advice with respect to anticipated drawdowns of Managed Funds. The Advisor will observe the instructions of the Client 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 the Advisor reasonably believes to be reputable, qualified, and financially sound. The Advisor shall use prudent business judgment. ARTICLE 2. COMPENSATION a. For services provided by the Advisor pursuant to this Agreement, the Client shall pay the Advisor an annual fee, in monthly installments, based on the daily net assets under management, at an annual rate based on the rates shown in the Fee Schedule below. b. The Advisor shall bill the Client monthly for services performed under this Agreement, said bill to include a statement indicating the basis upon which the fee was calculated. The Client shall pay to the Advisor the amount payable pursuant to this Agreement not later than on the 15th day of the month following the month during which the Advisor's statement was rendered; subject, however, to the Florida Prompt Payment Act, as amended from time to time. Page 12 of 8 City of Palm Beach Gardens Agreement No. RFP2014-013FN Investment Advisory and Management Services Fee Schedule CONTRACT YEARS: 1— -4 "n.7 A L "� 4 2� 3� - Ar •< `Portfolio Under Martagement -a � Ax ,� z- r ^fl. , s3_- - is- r-,r - r '-„ ,e' $i `i"i £+. C ram.. '%9 Assets Under Managements tom, i. , t �f t „- , +cam {'� d" .. ' _. i a_€ 1p £' �F._ r3-- L �j...s-:, Basis % of Ac count F Amortized Cost Pius . .y Accrued Interest; 'p 4 t-; Estimated $40 million All Assets 0.065% (6.5 basis points) CONTRACT YEARS: 4 — 5 $0 - $25 million $25 million - $50 million Over $50 million All Assets 0.10% (10.0 basis points) 0.08% (8.0 basis points) 0.07% (7.0 basis points) Minimum Annual Fee $15,000 c. Assets invested by the Advisor under the terms of this Agreement may from time to time be invested in a money market mutual fund or local government investment pool managed by the Advisor (either, a "Pool"), or in individual securities. Average daily net assets subject to the fees described in this section shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for the Advisor and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool. d. If and to the extent that the Client shall request the Advisor to render services other than those to be rendered by the Advisor hereunder, such additional services shall be compensated separately on terms to be mutually agreed upon in writing between the Advisor and the Client. ARTICLE 4. EXPENSES a. The Advisor shall furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, investment advisory facilities, and executive and supervisory personnel for managing the Managed Funds. Page 13 of 8 City of Palm Beach Gardens Agreement No. RFP2014-013FN Investment Advisory and Management Services b. Except as expressly provided otherwise herein, the Client shall pay all of its own expenses, including, without limitation, taxes, commissions, fees, and expenses of the Client's independent auditors and legal counsel, if any, brokerage, and other expenses connected with the execution of portfolio security transactions, insurance premiums, fees, and expenses of the Custodian. ARTICLE 5. REGISTERED ADVISOR; DUTY OF CARE The Advisor hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940, as amended from time to time, and other applicable laws, if any, applicable to its performance under this Agreement. The Advisor shall immediately notify the Client, in writing by overnight service such as Federal Express, if at any time during the term of this Agreement it is not so registered or if its registration is suspended. The Advisor 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 the Client may have under any federal securities laws. The Client hereby authorizes the Advisor to sign I.R.S. Form W-9 on behalf of the Client 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. ARTICLE 6. ADVISOR'S OTHER CLIENTS The Client understands that the Advisor performs investment advisory services for various other clients which may include investment companies, commingled trust funds, and/or individual portfolios. The Client agrees that the Advisor, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken. with respect to the Managed Funds accounts. The Advisor shall not have any obligation to purchase, sell, or exchange any security for the Managed Funds solely by reason of the fact that the Advisor, 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. Regardless of the foregoing, the Advisor shall not take any actions that would create a conflict of interest in acting on behalf of the Client herein. ARTICLE 7. TERMINATION This Agreement may be terminated by the Client in the event of any material breach of its terms immediately upon notice by certified mail, return receipt requested. This Agreement may be terminated by the Client at any time, on not Tess than thirty (30) days' written notice to the Advisor. The Advisor may terminate this Agreement immediately upon any material breach of its terms by the Client, or at any time after one (1) year, upon thirty (30) days' written notice to the Client. This Agreement is subject to fiscal funding out by the Client. The Client shall promptly notify the Advisor if there is a likelihood that such fiscal funding shall no longer be available for payment of services rendered by the Advisor hereunder. Page I4of8 City of Palm Beach Gardens Agreement No. RFP2014-013FN Investment Advisory and Management Services ARTICLE 8. FORCE MAJEURE The Advisor shall have no liability for any losses arising out of the delays in performing, or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of the Advisor or other financial institutions due to acts of nature, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction. ARTICLE 9. DISCIPLINARY ACTIONS The Advisor shall promptly give notice to the Client if the Advisor 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 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. ARTICLE 10. INDEPENDENT CONTRACTOR The Advisor, its employees, officers, and representatives shall not be deemed to be employees, agents (except as to the purchase or sale of securities described in Article I), partners, servants, and/or joint ventures of the Client by virtue of this Agreement or any actions or services rendered under this Agreement. ARTICLE 11. BOOKS The Advisor shall maintain appropriate records of all transactions in the Managed Funds. The Advisor shall provide the Client with a monthly statement showing deposits, withdrawals, purchases, and sales (or maturities) of investments, earnings received, and the value of assets held on the last business day of the month. The statement shall be in the format and manner that is mutually agreed upon by the Advisor and the Client. The Advisor shall maintain all books and records as prescribed by law and shall maintain the same for a period of three (3) years or as provided by law, whichever is greater. ARTICLE 12. THE ADVISOR'S BROCHURE AND BROCHURE SUPPLEMENT The Advisor warrants that it has delivered to the Client, prior to the execution of this Agreement, the Advisor's current Securities and Exchange Commission Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). The Client acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement. Page I 5 of 8 City of Palm Beach Gardens Agreement No. RFP2014013FN Investment Advisory and Management Services ARTICLE 13. MODIFICATION This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto or their respective successors or assigns. ARTICLE 14. SUCCESSORS AND ASSIGNS The provisions of this Agreement shall be binding on the Advisor and its respective successors and assigns; provided, however, that the rights and obligations of the Advisor may not be assigned without the prior written consent of the Client, which consent may not be unreasonably withheld. ARTICLE 15. NOTICE Written notices required under this Agreement shall be sent by regular mail, certified mail, overnight delivery, or courier, and shall be deemed given when received at the parties' respective addresses shown below. Either party must notify the other party in writing of a change in address. Page [6of8 As to the Client: With a copy to: City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, Florida 33410 Attn: City Manager Facsimile: (561) 799-4111 City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, Florida 33410 Attn: City Attorney Email: bchabre©Dbgfl.com City of Palm Beach Gardens 10500 N Military Trail Palm Beach Gardens, Florida 33410 Attn: Finance Administrator Email: aowensC"a.pbgfl.com As to the Advisor: PFM Asset Management LLC 300 South Orange Avenue Suite 1170 Orlando, Florida 32801 Attn: Steven Alexander Email: alexanders(pfm.com With a copy to: ARTICLE 16. TERM City of Palm Beach Gardens Agreement No. RFP2014093FN Investment Advisory and Management Services PFM Asset Management LLC Two Logan Square Suite 1600 18th & Arch Streets Philadelphia, Pennsylvania 19103-2770 Attn: Controller The term of this Agreement shall be for five (5) years from the effective date until March 31, 2019, unless terminated earlier as provided for in Article 7. The Client reserves the right, at its sole discretion, to renew this Agreement for an additional five (5) years if it determines such renewal to be in its best interests. ARTICLE 17. INDEMNIFICATION The Advisor recognizes that it is an independent Advisor and not an agent or servant of the Client. The Advisor shall indemnify, defend, and hold harmless the Client and its officers, employees, agents, and instrumentalities from any and all liabilities, losses, or damages, including attorney's fees and cost of defense, which the Client or its officers, employees, agents, or instrumentalities may incur as a result of claims, demands, suits, causes of actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the wrongful performance of this Agreement, whether negligent or intentional, by the Advisor or its employees, agents, servants, partners, principals, or sub -Advisors. The Advisor shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the Client, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees .which may be incurred thereon. The Advisor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Advisor shall in no way limit the responsibility to indemnify, defend, and hold harmless the Client or its officers, employees, agents, and instrumentalities as herein provided. This Article shall survive the term of this Agreement. ARTICLE 18. APPLICABLE LAW This Agreement shall be construed, enforced, and administered according to the laws of the State of Florida. The Advisor and the Client agree that, should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will in good faith attempt to resolve said disagreement prior to filing a lawsuit. ARTICLE 19. EXECUTION AND SEVERABILITY Each party to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. Page I7of8 City of Palm Beach Gardens Agreement No. RFP2014-013FN Investment Advisory and Management Services IN WITNESS WHEREOF, the parties have executed this Agreement on the date hereinabove first written. CITY OF PALM BEACH GARDENS, FLORIDA By: Robert G. Premuroso, Mayor ATTEST: Br� atricia Snider, CMC, City Clerk APPROVED AS TO FORM A LEGAL SUFFI NCY: By: R. Ma Lo an, City Attorney PFM ASSET MAN even Alexander, Managing Director WITNESSES: G.Iattomey_share.AGREEMENTSIPFM Assetl Management - RFP2014-013FN Agreement (PFM Revisions).docx Page J 8 of 8 RFP NO.: RFP2014-013FN DUE DATE: DECEMBER 20, 2013 PALM BEACH GARDENS A unique plum to lire, learn, work d play" The City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, FL 33410 PURCHASING DEPARTMENT REQUEST FOR PROPOSALS TITLE: INVESTMENT ADVISORY AND MANAGEMENT SERVICES TIME: 3:OOPM (Local Time) INSTRUCTIONS Sealed proposals must be received on or before the due date and time (local time) at the office of the City Clerk, 10500 North Military Trail, Palm Beach Gardens, Florida 33410. Normal City business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday, except holidays. All proposals will be publicly opened at City Hall. Each proposal submitted to the City Clerk shall have the following information clearly marked on the face of the envelope: the proposer's name, return address, RFP number, due date for proposers, and the title of the RFP. Included in the envelope shall be one (1) original and five (5) copies of the proposal, and one (1) electronic version on CD. The original should be marked "ORIGINAL". Each copy must be identical to the original and the file format on the CD should be in Portable Document Format (pdf). BROADCAST The City of Palm Beach Gardens utilizes electronic online services for notification and distribution of its solicitation documents. The City's solicitation information can be obtained from: a) Public Purchase - Please contact Public Purchase at support@ publicpurchase.com; www.publicpurchase.com; or call 801-932-7000 for additional information on registration; b) DemandStar - Please contact DemandStar at www.demandstar.com or by calling them at 1-800-711-1712; c) The City's Vendor List - The City emails all advertised solicitations to Proposers that have joined the City's Proposer List. To join the City's Proposer List, please visit the City's Purchasing webpage at http://www.pbgfl.com/content/72/12485/default.aspx and click on the "Join Proposer List" .link. Bidders who obtain solicitations from sources other than those named above are cautioned that the Request for Proposals package may be incomplete. The City will not evaluate incomplete proposal packages. DemandStar and Public Purchase are independent entities and are not agents or representatives of the City. Communications to these entities do not constitute communications to the City. The City is not responsible for errors and omissions occurring in the transmission or downloading of any documents, addenda, plans, or specifications from these websites. In the event of any discrepancy between information on these websites and the hard copy solicitation documents, the terms and conditions of the hardcopy documents will prevail. CONTACT PERSON Any questions regarding the specifications and solicitation process must be submitted in writing to the Purchasing Department for the Purchasing and Contracts Director at kmraPpbgfl.com. To allow enough time for the City to respond, requests for clarification and additional information should be received at least forty-eight (48) hours before the Proposals Due Date. Page I 1 PALM BEACH GARDENS A unique place to live, learn, unit & play" The City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, FL 33410 LEGAL ADVERTISEMENT REQUEST FOR PROPOSALS NO. RFP2014-013FN INVESTMENT ADVISORY AND MANAGEMENT SERVICES The City of Palm Beach Gardens is seeking proposals from qualified firms to provide Investment Advisory and Management Services, in accordance with the terms, conditions, and specifications contained in this Request for Proposals. Request for Proposals documents are available beginning Monday, November 25, 2013, at 8:00 a.m. local time on the City of Palm Beach Gardens' website at http://www.pbgfl.com and following the links for DemandStar or Public Purchase, or by contacting the City Clerk's Office at (561) 799-4121. Sealed proposals must be clearly marked "RFP2014-013FN, Investment Advisory and Management Services" and delivered to the Office of the City Clerk at 10500 North Military Trail, Palm Beach Gardens, Florida 33410. The deadline for submission of proposals is Friday, December 20, 2013, at 3:00 p.m. local time. At that time, the proposals will be publicly opened and read aloud at City Hall, 10500 North Military Trail, Palm Beach Gardens, Florida 33410. Late proposals will not be accepted and will be returned to the sender unopened. It is the responsibility of the Proposer to ensure all pages are included in the submission. All Proposers are advised to closely examine the solicitation package. Any questions regarding the completeness or substance of the solicitation package or scope of services must be submitted in writing via email or fax to Km! Ra, Purchasing and Contracts Director, kmra@pbgfl.com . The City of Palm Beach Gardens is exempt from Federal and State Taxes for tangible personal property tax. The City of Palm Beach Gardens reserves the right to accept or reject any or all proposals, in whole or in part, with or without cause, to waive any irregularities and/or technicalities, and to award the contract on such coverage and terms it deems will best serve the interests of the City. CITY OF PALM BEACH GARDENS Patricia Snider, CMC, City Clerk Publish: Palm Beach Post Sunday, November 24, 2013 Page 12 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services TABLE OF CONTENTS SECTION PAGE 1. General lnformation 4 2. Project Overview 5 3. General Terms and Conditions 6 4. Special Terms and Conditions 18 5. Scope of Services 21 6. Response Requirements 25 7. The Evaluation Process 26 8. Pricing Schedule 28 9. Proposal Submittals 29 10. Draft Form of Agreement 42 11. Exhibits 45 Page 13 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 1 GENERAL INFORMATION The City of Palm Beach Gardens is currently seeking proposals from qualified firms interested in providing Investment Advisory and Management Services for approximately Forty Million Dollars ($40,000,000) of the City's investment portfolio. From time to time the City may also request that the selected proposer provide services for investment of bond proceeds. The City desires to contract for services with a firm registered with the Securities and Exchange Commission (SEC) under the Investment Manager's Act of 1940, who will act in a fiduciary capacity for the City and present performance numbers in accordance with the Association for Investment Management Research "AIMR" (CFA Institute). The selected proposer shall be required to manage the City's funds in accordance with the laws of the State of Florida, and the investment policies and procedures established by the City, as amended from time to time. It is the City's intent for the principal amount to be constantly reinvested, utilizing nationally -recognized performance benchmarks for short-, medium-, and Tong -term portfolios. The City encourages all prospective proposers to examine this RFP carefully. Qualified proposers are requested to submit proposals to provide the services described in this RFP. The City expects the selected proposer to be highly experienced, a leader and innovator in the management of investments, and be able to provide comprehensive investment management services. The firm selected and its affiliates will be restricted from selling to the City any securities from that firm's own inventories or accounts. Additionally, it will be restricted from buying from the City any securities and placing same in the firm's own inventories or accounts. The selected proposer shall also be restricted from placing into the City portfolio any securities for which it, or an affiliate, is the issuer (i.e., CDs, etc.). The selected proposer shall act solely in a fiduciary capacity for the City and shall not receive any fee(s) or compensation based upon the purchase or sale of securities, but rather, shall be compensated pursuant to the provision of its contract with the City. END OF SECTION 1 Page 14 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 2 PROJECT OVERVIEW 2.1 The City of Palm Beach Gardens, Florida, is soliciting proposals from qualified firms for the provision of Investment Advisory and Management Services. 2.2 The City intends to award a contract for a minimum of five (5) years with the option to renew for an additional five (5) years, at the City's sole discretion. 2.3 The anticipated schedule for this Solicitation is as follows: ITEM EVENT DATE/TIME a. Solicitation Package Issued November 25, 2013 b. Pre -Proposal Conference Not Applicable c. Deadline for Receipt of Questions Not Applicable d. Due Date for Proposals December 20, 2013 e. Evaluation Process Begins December 27, 2013 f. Evaluation Process Completed January 3, 2014 g. Contract Award February 6, 2014 END OF SECTION 2 Page 1 5 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 3 GENERAL TERMS AND CONDITIONS 3.1 DEFINITIONS a. Proposal: any offer(s) submitted in response to this Request for Proposal. b. Proposer: person or firm submitting a response to this Request for Proposal. c. Solicitation or Request for Proposal: this solicitation documentation, including any and all addenda. d. Proposal Submittal forms: describes the goods or services to be purchased, and must be completed and submitted with the Proposal. e. City: shall refer to the City of Palm Beach Gardens, Florida. f. Contract or Agreement: the Request for Proposal, all addenda issued thereto, all affidavits, the signed agreement, and all related documents that comprise the totality of the contract or agreement between the City and the Proposer. g. Contractor: successful Proposer that is awarded a contract to provide the goods or services to the City. h. Purchasing Department: the Purchasing Department of the City of Palm Beach Gardens, Florida. i. Responsible Proposer: a Proposer that has the capability in all respects to perform in full the contract requirements, as stated in the Request for Proposals, and the integrity and reliability that will assure good -faith performance. j• Responsive Proposer: a Proposer whose proposal conforms in all material respects to the terms and conditions included in the Request for Proposals. Page 6 3.2 CONE OF SILENCE Pursuant to Section 2-355 of the Palm Beach County Ordinance No. 2011-039, and the purchasing policies of the City of Palm Beach Gardens, all solicitations, once advertised and until the appropriate authority has approved an award recommendation, are under the "Cone of Silence". This limits and requires documentation of communications between potential bidders and/or bidders on City solicitations, the City's professional staff, and the City Council members. 3.3 ADDENDUM The Purchasing Department may issue an addendum in response to any inquiry received, prior to the due date for proposals, which changes, adds, or clarifies the terms, provisions, or requirements of the solicitation. The Proposer should not rely on any representation, statement, or explanation, whether written or verbal, other than those made in the solicitation document or in the addenda issued. Where there appears to be a conflict between the solicitation and any addenda, the last addendum issued shall prevail. It is the Proposer's responsibility to ensure receipt of all addenda and any accompanying documentation. The Proposer is required to submit with its proposal a signed "Acknowledgment of Addenda" form, when any addenda have been issued. 3.4 LEGAL REQUIREMENTS This solicitation is subject to all legal requirements contained in the applicable City 'Ordinances and Resolutions, as well as all applicable City, State, and Federal Statutes. Where conflict exists between this solicitation and these legal requirements, the authority shall prevail in the following order: Federal, State, and local. 3.5 CHANGE OF PROPOSAL Prior to the scheduled due date for proposals, a Proposer may change its proposal by submitting a new proposal (as indicated on the cover page) with a letter on the firm's letterhead, signed by an authorized agent stating that the new proposal replaces the original proposal. The new submittal shall contain the letter and all information as required for submitting the original proposal. No changes to a proposal will be accepted after proposals have been opened. 3.6 WITHDRAWAL OF PROPOSAL A proposal shall be irrevocable unless the proposal is withdrawn as provided herein. Only a written letter received by the Purchasing Department prior to the due date for proposals may withdraw a proposal. 3.7 CONFLICTS WITHIN THE SOLICITATION Where there appears to be a conflict between the General Terms and Conditions, Special Conditions, the Scope of Services, and/or Description of Items, the Proposal Submittal forms, or any addendum issued, the order of precedence shall be: the last addendum issued, the Proposal Submittal forms, the Scope of Services and/or Description of Items, the Special Conditions, and then the General Terms and Conditions. 3.8 PROMPT PAYMENT TERMS It is the policy of the City of Palm Beach Gardens that payment for all purchases by City departments shall be made in a timely manner. The City will pay the successful Proposer upon receipt and acceptance of the goods or services by a duly authorized representative of the City. In accordance with Florida Statutes, Section 218.74, the time at which payment shall be due from the City shall be forty-five (45) days from receipt of a proper invoice. The time at which payment shall be due to small businesses shall be thirty (30) days from receipt of a proper invoice. Proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the City Manager or designee, not later than sixty (60) days after the date on which the proper invoice was received by the City. Page 17 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services 3.9 DISCOUNTS (PROMPT PAYMENTS) The Proposer may offer cash discounts for prompt payments; however, such discounts will not be considered in determining the successful Proposer during the evaluation period. Proposers are requested to provide prompt payment terms in the space provided on the proposal submittal forms signature page of the solicitation. 3.10 PREPARATION OF PROPOSALS a. The proposal submittal forms define requirements of the services to be performed or the items to be purchased, and must be completed and submitted with the proposal. Use of any other forms will result in the rejection of the proposal. The proposal submittal forms must be legible. Proposers shall use typewriter, computer, or ink. All changes must be crossed out and initialed in ink. Failure to comply with these requirements may cause the proposal to be rejected. b. An authorized agent of the Proposer's firm must sign the proposal submittal forms where indicated. Failure to sign the Signature Page of the Proposal shall render the proposal non- responsive. c. The Proposer must identify any exceptions it takes to the terms and conditions of the solicitation and contract. Exceptions will not automatically result in the Proposer being deemed non -responsive; however, such a determination is at the discretion of the City. Proposers ' are cautioned that they may be considered non -responsive if proposals are conditioned to modifications, changes, or revisionsto the terms and conditions of this solicitation. d. The Proposer may submit alternate proposal(s) for the same solicitation provided that such offer is allowable under the terms and conditions. The alternate proposal must meet or exceed the minimum requirements and be submitted as a separate proposal marked "Alternate Proposal". e. When there is a discrepancy between the unit prices and any extended prices, the unit prices will prevail. 3.11 CANCELLATION OF SOLICITATION The City of Palm Beach Gardens reserves the right to cancel, in whole or in part, any Requests for Proposals when it is in the best interest of the City. 3.12 AWARD OF CONTRACT a. This contract may be awarded to the responsive and responsible Proposer meeting all requirements as set forth in the solicitation. The City reserves the right to reject any and all proposals, to waive irregularities or technicalities, and to re -advertise for all or any part of this solicitation as deemed in its best interest. The City shall be the sole judge of its best interest. b. The City reserves the right to reject any and all proposals if it is determined that prices are excessive, best offers are determined to be unreasonable, or it is otherwise determined to be in the City's best interest to do so. c. The Proposer's prior performance as a prime contractor or subcontractor on previous City contracts shall be taken into account in evaluating the proposal received for this solicitation. d. The City will provide a copy of the ranking and scores to all Proposers responding to this solicitation. e. Award of this proposal may be predicated on compliance with and submittal of all required documents as stipulated in the solicitation. f. The City reserves the right to request and evaluate additional information from any Proposer after the due date for proposals, as the City deems necessary. Page I8 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services 3.13 CONTRACT EXTENSION The City reserves the right to automatically extend any agreement for a maximum period not to exceed ninety (90) calendar days in order to provide City departments with continual service and supplies while a new agreement is being solicited, evaluated, and/or successful. 3.14 WARRANTY All warranties express and implied shall be made available to the City for goods and services covered by this solicitation. All goods furnished shall be fully guaranteed by the successful Proposer against factory defects and workmanship. At no expense to the City, the successful Proposer shall correct any and all apparent and latent defects that may occur within the manufacturer's standard warranty. 3.15 ESTIMATED QUANTITIES Estimated quantities or dollars are for Proposer's guidance only: (a) estimates are based on the City's anticipated needs and/or usage; and (b) the City may use these estimates to determine the successful Proposer. No guarantee is expressed or implied as to quantities or dollars that will be used during the contract period. The City is not obligated to place any order for the given amount subsequent to the award of this contract. 3.16 NON -EXCLUSIVITY It is the intent of the City to enter into an agreement with the successful Proposer that will satisfy its needs as described herein. However, the City reserves the right as deemed in its best interest to perform, or cause to be performed, the work and services, or any portion thereof, herein described in any manner it sees fit, including but not limited to, award of other contracts, use of any contractor, or perform the work with its own employees. 3.17 CONTINUATION OF WORK Any work that commences prior to and will extend beyond the expiration date of the current contract period shall, unless terminated by mutual written agreement between the City and the successful Proposer, continue until completion at the same prices, terms, and conditions. 3.18 PROTEST a. A recommendation for contract award or rejection of award may be protested by a Proposer. The Proposer may file a written protest with the City Clerk's office. The Proposer shall file its written protest with the City Clerk, Monday through Friday, between the hours of 8:00 a.m. and 5:00 p.m., excluding legal holidays. Protests shall contain the name, address, and phone number of the petitioner, name of the petitioner's representative (if any), and the title and proposal number of the solicitation. The protest shall specifically describe the subject matter, facts giving rise to the protest, and the action requested from the City. b. The written protest must be received no later than seventy-two (72) consecutive hours (excluding Saturdays, Sundays, and legal holidays) after the time of award posting. Failure to file a timely formal written protest within the time period specified shall constitute a waiver by the Proposer of all rights of protest under this procedure. c. In the event of a timely protest, the City shall not proceed further with award of the contract and agreement until all administrative remedies are exhausted, or until the City Manager determines the award of the contract is immediately necessary to protect the public health, welfare, or safety. 3.19 LAWS AND REGULATIONS The successful Proposer shall comply with all laws and regulations applicable to provide the goods or services specified in this solicitation. The Proposer shall be familiar with all federal, state, and local laws that may affect the goods and/or services offered. Page 19 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services 3.20 LICENSES, PERMITS, AND FEES The successful Proposer shall hold all licenses and/or certifications, obtain and pay for all permits and/or inspections, and comply with all laws, ordinances, regulations, and building code requirements applicable to the work required herein. Damages, penalties, and/or fines imposed on the City or a successful Proposer for failure to obtain and maintain required licenses, certifications, permits, and/or inspections shall be borne by the successful Proposer. 3.21 SUBCONTRACTING Unless otherwise specified in this solicitation, the successful Proposer shall not subcontract any portion of the work without the prior written consent of the City. The ability to subcontract may be further limited by the Special Conditions. Subcontracting without the prior consent of the City shall constitute a material breach of the agreement and may result in termination of the contract for default. 3.22 ASSIGNMENT The successful Proposer shall not assign, transfer, hypothecate, or otherwise dispose of this contract, including any rights, title, or interest therein, or its power to execute such contract to any person, company, or corporation without the prior written consent of the City. Assignment without the prior consent of the City may result in termination of the contract for default. 3.23 SHIPPING TERMS Unless otherwise specified in the solicitation, prices quoted shall be F.O.B. Destination. Freight shall be included in the proposed price. 3.24 RESPONSIBILITIES AS EMPLOYER The employee(s) of the successful Proposer shall be considered to be at all times its employee(s), and not an employee(s) or agent(s) of the City or any of its departments. The successful Proposer shall provide physically competent employee(s) capable of performing the work as required. The City may require the successful Proposer to remove any employee it deems unacceptable. All employees of the successful Proposer shall wear proper identification. It is the successful Proposer's responsibility to ensure that all its employees and subcontractors comply with the employment regulations required by the US Department of Homeland Security. The City shall have no responsibility to check or verify the legal immigration status of any employee of the successful Proposer. 3.25 INDEMNIFICATION The successful Proposer shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities from any and all liability, losses, or damages, including attorney's fees and costs of defense, which the City or its officers, employees, agents, or instrumentalities may incur as a result of claims, demands, suits, causes of actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of the agreement by the successful Proposer or its employees, agents, servants, partners, principals, or subcontractors. The successful Proposer shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may be incurred thereon. The successful Proposer expressly understands and agrees that any insurance protection required by this contract agreement or otherwise provided by the successful Proposer shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the City or its officers, employees, agents, and instrumentalities as herein provided. 3.26 COLLUSION A Proposer recommended for award as the result of a competitive solicitation for any City purchase of supplies, materials, and services (including professional services, other than professional architectural, engineering, and other services subject to Sec. 287.055 Florida Stats.), Page 110 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services purchase, lease, permit, concession, or management agreement shall, within five (5) business days of the filing of such recommendation, submit an affidavit under the penalty of perjury, on a form provided by the City stating either that the contractor is not related to any of the other parties proposing in the competitive solicitation or identifying all related parties; and attesting that the proposal is genuine and not a sham or collusive or made in the interest or on behalf of any person not therein named, and that the Proposer has not, directly or indirectly, induced or solicited any other Proposer to put in a sham proposal, or any other person, firm, or corporation to refrain from proposing, and that the Proposer has not in any manner sought by collusion to secure to the Proposer an advantage over any other Proposer. In the event a recommended Proposer identifies related parties in the competitive solicitation, its proposal shall be presumed to be collusive and the recommended Proposer shall be ineligible for award unless that presumption is rebutted to the satisfaction of the City. Any person or entity that fails to submit the required affidavit shall be ineligible for contract award. 3.27 MODIFICATION OF CONTRACT The contract may be modified by mutual consent, in writing, through the issuance of a modification to the contract, a supplemental agreement, purchase order, or change order, as appropriate. 3.28 TERMINATION FOR CONVENIENCE , The City, at its sole discretion, reserves the right to terminate this contract without cause upon thirty (30) days' written notice. Upon receipt of such notice, the selected Proposer shall not incur any additional costs under this contract. The City shall be liable only for reasonable costs incurred by the selected Proposer prior to the date of the notice of termination so long as the selected Proposer is not in default and/or breach. The City shall be the sole judge of "reasonable costs." 3.29 TERMINATION FOR DEFAULT In the event that selected Proposer fails to comply with the terms of this Contract, then City shall provide to selected Proposer written notice of the default and selected Proposer shall have fifteen (15) days within which to initiate action to correct the default and fifteen (15) days within which to cure the default to the satisfaction of City (the "Cure Period"). The City reserves the right to terminate this contract, in part or in whole, or place the selected Proposer on probation in the event the selected Proposer fails to perform in accordance with the terms and conditions stated herein and/or cure the default. The City further reserves the right to suspend or debar the selected Proposer in accordance with the appropriate City ordinances or resolutions. The selected proposer will be notified by letter of the City's intent to terminate. In the event of termination for default, the City may procure the required goods and/or services from any source and use any method deemed in its best interest. All re -procurement costs shall be borne by the selected Proposer. 3.30 FRAUD AND MISREPRESENTATION Any individual, corporation, or other entity that attempts to meet its contractual obligations with the City through fraud, misrepresentation, or material misstatement, may be debarred for up to five (5) years. The City, as a further sanction, may terminate or cancel any other contracts with such individual, corporation, or entity. Such individual or entity shall be responsible for all direct or indirect costs associated with termination or cancellation, including attorney's fees. 3.31 ACCESS AND AUDIT OF RECORDS The City reserves the right to require the successful Proposer to submit to an audit by an auditor of the City's choosing at the successful Proposer's expense. The successful Proposer shall provide access to all of its records, which relate directly or indirectly to this contract, at its place of business during regular business hours. The successful Proposer shall retain all records Page 111 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services pertaining to this contract, and upon request, make them available to the City for three (3) years following expiration of the contract. The successful Proposer agrees to provide such assistance as may be necessary to facilitate the review or audit by the City to ensure compliance with applicable accounting and financial standards. 3.32 OFFICE OF THE INSPECTOR GENERAL Palm Beach County has established the Office of the Inspector General, which is authorized and empowered to review past, present, and proposed County programs, contracts, transactions, accounts and records. The Inspector General (IG) has the power to subpoena witnesses, administer oaths, require the production of records, and monitor existing projects and programs. The Inspector General may, on a random basis, perform audits on all City contracts. The cost of random audits shall be incorporated into the contract price of all contracts and shall be one quarter (1/4) of one (1) percent of the contract price, except as otherwise provided in the City Code. Federal funds may be used by the City to pay for goods and/or services under this contract; the IG fee will not be deducted by the City for such purchases that utilize federal funds. However, the City reserves the right to conduct reviews of all such purchases at any time. 3.33 PRE -AWARD INSPECTION The City may conduct a pre -award inspection of the Proposer's premises or hold a pre -award qualification hearing to determine if the Proposer is capable of performing the requirements of this solicitation. 3.34 PROPRIETARY/CONFIDENTIAL INFORMATION Proposers are hereby notified that all information submitted as part of, or in support of, proposal submittals will be available for public inspection after the opening of proposals in compliance with Chapter 119 of the Florida Statutes; popularly known as the "Public Record Law." The Proposer shall not submit any information in response to this solicitation that Proposer considers a trade secret, proprietary, or confidential. The submission of any information to the City in connection with this solicitation shall be deemed conclusively to be a waiver of any trade secret or other protection that would otherwise be available to the Proposer. In the event that the Proposer submits information to the City in violation of this restriction, either inadvertently or intentionally, and clearly identifies that information in the proposal as protected or confidential, the City may, in its sole discretion, either (a) communicate with the Proposer in writing in an effort to obtain the Proposer's withdrawal of the confidentiality restriction, or (b) endeavor to redact and return that information to the Proposer as quickly as possible, and if appropriate, evaluate the balance of the proposal. The redaction or return of information pursuant to this clause may render a proposal non -responsive. 3.35 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) Any person or entity that performs or assists the City of Palm Beach Gardens with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996. HIPAA mandates for privacy, security, and electronic transfer standards include, but are not limited to: a. Use of information only for performing services required by the contract or as required by law; b. Use of appropriate safeguards to prevent non -permitted disclosures; c. Reporting to the City of Palm Beach Gardens any non -permitted use or disclosure; d. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Proposer Page 112 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services and reasonable assurances that IIHI/PHI will be held confidential; e. Making Protected Health Information (PHI) available to the customer; f. Making PHI available to the customer for review and amendment, and incorporating any amendments requested by the customer; g. Making PHI available to the City of Palm Beach Gardens for an accounting of disclosures; and h. Making internal practices, books, and records related to PHI available to the City of Palm Beach Gardens for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records and/or electronic transfer of data). The successful Proposer must give its customers written notice of its privacy information practices, including specifically, a description of the types of uses and disclosures that would be made with protected health information. 3.36 ADDITIONAL FEES AND SURCHARGES Unless provided for in the contract/agreement, the City will not make any additional payments such as fuel surcharges, demurrage fees, or delay -in -delivery charges. 3.37 COMPLIANCE WITH FEDERAL STANDARDS All items to be purchased under this contract shall be in accordance with all governmental standards, to include, but not be limited to, those issued by the Occupational Safety and Health Administration (OSHA), the National Institute of Occupational Safety Hazards (NIOSH), and the National Fire Protection Association (NFPA). 3.38 COMPLIANCE WITH FEDERAL REGULATIONS DUE TO USE OF FEDERAL FUNDING If the goods or services to be acquired under this solicitation are to be purchased, in part or in whole, with Federal funding, it is hereby agreed and understood that Section 60-250.4, Section 60-250.5, and Section 60-741.4 of Title 41 of the United States Code, which addresses Affirmative Action requirements for disabled workers, is incorporated into this solicitation and resultant contract by reference. 3.39 BINDING EFFECT All of the terms and provisions of this contract/agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors, and permitted assigns. 3.40 SEVERABILITY If any part of this contract is contrary to, prohibited by, or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. 3.41 GOVERNING LAW AND VENUE This contract and all transactions contemplated by this agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to any contrary conflicts of law principle. Venue of all proceedings in connection herewith shall lie exclusively in Palm Beach County, Florida, and each party hereby waives whatever its respective rights may have been in the selection of venue. 3.42 ATTORNEY'S FEES It is hereby understood and agreed that in the event any lawsuit in the judicial system, federal or state, is brought to enforce compliance with this contract or interpret same, or if any administrative proceeding is brought for the same purposes, each party shall pay their own attorney's fees and costs, including appellate fees and costs. Page 113 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services 3.43 EQUAL OPPORTUNITY AND ANTI- DISCRIMINATION The City of Palm Beach Gardens complies with all laws prohibiting discrimination on the basis of age, race, gender, religion, creed, political affiliation, sexual orientation, physical or mental disability, color or national origin, and therefore is committed to assuring equal opportunity in the award of contracts and encourages small, local, minority, and female -owned businesses to participate. During the performance of this contract, the successful Proposer agrees it will not discriminate or permit discrimination in its hiring practices or in its performance of the contract. The successful Proposer shall strictly adhere to the equal employment opportunity requirements and any applicable requirements established by the State of Florida, Palm Beach County, and the federal government. The successful Proposer further acknowledges and agrees to provide the City with all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment, and payment of subcontractors, suppliers, and Proposers in connection with this contract. 3.44 AVAILABILITY OF CONTRACT TO OTHER CITY DEPARTMENTS It is agreed and understood that any City department or agency may access this contract and purchase the goods or services successful herein. Each City department will issue a separate purchase order to the successful Proposer for the department's specific purchases. 3.45 CRIMINAL HISTORY BACKGROUND CHECKS Prior to hiring a contract employee or contracting with a Proposer, the City may conduct a comprehensive criminal background check by accessing any Federal, State, or local law enforcement database available. The contract employee or Proposer will be required to sign an authorization for the City to access criminal background information. The costs for the background checks shall be borne by the City. 3.46 LABOR, MATERIALS, AND EQUIPMENT Unless specified elsewhere in the solicitation or resultant contract, all labor, materials, and equipment required for the performance of the requirements of the contract shall be supplied by the successful Proposer. 3.47 MINIMUM WAGE REQUIREMENTS The successful Proposer shall comply with all minimum wage requirements, such as Living Wage requirements, minimum wages based on Federal Law, minimum wages based on the Davis - Bacon Act, and the provisions of any other employment laws, as may be applicable to this contract. 3.48 PACKING SLIP AND DELIVERY TICKET A packing slip and/or delivery ticket shall accompany all items delivered to the City. The documents shall include information on the contract number or purchase order, any back order items, and the number or quantity of items being delivered. 3.49 PURCHASE OF OTHER ITEMS The City reserves the right to purchase other related goods or services, not listed in the solicitation, during the contract term. When such requirements are identified, the City may request a price quote from the successful Proposer on the contract. The City, at its sole discretion, will determine if the prices offered are reasonable, and may choose to purchase the goods or services from the successful Proposer, another contract Proposer, or a non -contract Proposer. 3.50 PUBLIC RECORDS Florida law provides that municipal records shall at all times be available to the public for inspection. Chapter 119, Florida Statutes, the Public Records Law, requires that all material submitted in connection with a proposal response shall be deemed to be public record subject to public inspection upon award, Page 114 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services recommendation for award, or thirty (30) days after proposal opening, whichever occurs first. Certain exemptions to public disclosure are statutorily provided for in Section 119.07, Florida Statutes. If the Proposer believes any of the information contained in his/her/its proposal is considered confidential and/or proprietary, inclusive of trade secrets as defined in Section 812.081, Florida Statutes, and is exempt from the Public Records Law, then the Proposer must, in its response, specifically identify the material which is deemed to be exempt and state the legal authority for the exemption. All materials that qualify for exemption from Chapter 119, Florida Statutes or other applicable law must be submitted in a separate envelope, clearly identified as "EXEMPT FROM PUBLIC DISCLOSURE" with the firm's name and the proposal number clearly marked on the outside. The City will not accept proposals when the entire proposal is labeled as exempt from disclosure. The City's determination of whether an exemption applies shall be final, and the Proposer agrees to defend, indemnify, and hold harmless the City and the City's officers, employees, and agents against any loss or damages incurred by any person or entity as a result of the City's treatment of records as public records. The selected proposer(s) shall keep and maintain public records and fully comply with the requirements set forth at Section 119.071, Florida Statues; failure to do so shall constitute a material breach of any and all agreements awarded pursuant to this ITB/RFP. 3.51 CONFLICTS OF INTEREST All Proposers must disclose with their proposal the name of any officer, director, or agent who is also an employee of the City of Palm Beach Gardens. Further, all Proposers must disclose the name of any City employee who has any interest, financial or otherwise, direct or indirect, of five percent (5%) or more in the Proposers' firm or any of its branches. Failure to disclose any such affiliation will result in disqualification of the Proposer from this solicitation and may be grounds for further disqualification from participating in any future solicitations with the City. 3.52 PUBLIC ENTITY CRIMES As provided in Section 287.133(2) (a), Florida Statutes, a person or affiliate who has been placed on the convicted Proposers list following a conviction for a public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity; may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases of real property to a public entity; may not be successful or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity. 3.53 OTHER GOVERNMENTAL AGENCIES If a Proposer is successfully awarded a contract as a result of this solicitation, the Proposer shall allow other governmental agencies to access this contract and purchase the goods and services under the terms and conditions at the prices awarded. 3.54 COMPLETION OF WORK AND DELIVERY All work shall be performed and all deliveries made in accordance with good commercial practice. The work schedule and completion dates shall be adhered to by the successful Proposer, except in such cases where the completion date will be delayed due to acts of nature, force majeure, strikes, or other causes beyond the control of the successful Proposer. In these cases, the successful Proposer shall notify the City of the delays in advance of the original completion so that a revised delivery schedule can be appropriately considered by the City. 3.55 FAILURE TO DELIVER OR COMPLETE WORK Should the successful Proposer fail to deliver or complete the work within the time stated in the contract, it is hereby agreed and understood that Page 115 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services the City reserves the authority to cancel the contract with the successful Proposer and secure the services of another Proposer to purchase the items or complete the work. If the City exercises this authority, the City shall be responsible for reimbursing the successful Proposer for work that was completed and items delivered and accepted by the City in accordance with the contract specifications. The City may, at its option, demand payment from the successful Proposer, through an invoice or credit memo, for any additional costs over and beyond the original contract price that were incurred by the City as a result of having to secure the services of another Proposer. 3.56 CORRECTING DEFECTS The successful Proposer shall be responsible for promptly correcting any deficiency, at no cost to the City, within three (3) calendar days after the City notifies the successful Proposer of such deficiency in writing. If the successful Proposer fails to correct the defect, the City may (a) place the successful Proposer in default of its contract; and/or (b) procure the products or services from another source and charge the successful Proposer for any additional costs that are incurred by the City for this work or items, either through a credit memorandum or through invoicing. 3.57 ACCIDENT PREVENTION AND BARRICADES Precautions shall be exercised at all times for the protection of persons and property. All successful Proposers performing services or delivering goods under this contract shall conform to all relevant OSHA, State, and County regulations during the course of such effort. Any fines levied by the above -mentioned authorities for failure to comply with these requirements shall be borne solely by the successful Proposer. Barricades shall be provided by the successful Proposer when work is performed in areas traversed by persons, or when deemed necessary by the City. 3.58 OMISSIONS IN SPECIFICATIONS The scope of services or description of items contained within this solicitation describes the various functions and classes of work required as necessary for the completion of the project. Any omissions of inherent technical functions or classes of work within the specifications and/or statement of work shall not relieve the Proposer from furnishing, installing, or performing such work where required to the satisfactory completion of the project. 3.59 MATERIALS SHALL BE NEW AND WARRANTED AGAINST DEFECTS The successful Proposer . hereby acknowledges and agrees that all materials, except where recycled content is specifically requested, supplied by the successful Proposer in conjunction with this solicitation and resultant contract shall be new, warranted for their merchantability, and fit for a particular purpose. In the event any of the materials supplied to the City by the successful Proposer are found to be defective or do not conform to specifications, (1) the materials may be returned to the successful Proposer at the Proposer's expense and the contract cancelled; or (2) the City may require the successful Proposer to replace the materials at the successful Proposer's expense. 3.60 TOXIC SUBSTANCES/FEDERAL "RIGHT TO KNOW" REGULATIONS The Federal "Right to Know" Regulation implemented by the Occupational Safety and Health Administration (OSHA) requires employers to inform their employees of any toxic substances to which they may be exposed in the workplace, and to provide training in safe handling practices and emergency procedures. It also requires notification to local fire departments of the location and characteristics of all toxic substances regularly present in the workplace. Accordingly, the successful Proposer performing under this contract is required to provide two (2) complete sets of Material Safety Data Sheets to each City department utilizing any products that Page 116 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services are subject to these regulations. This information shall be provided at the time when the initial delivery is made, on a department -by - department basis. 3.61 TAXES The City of Palm Beach Gardens is exempt from Federal and State taxes for tangible personal property. 3.62 PROPOSER'S COSTS The City shall not be liable for any costs incurred by Proposers in responding to this Request for Proposals. 3.63 SUBSTITUTION OF PERSONNEL It is the intention of the City that the successful Proposer's personnel proposed for the contract shall be available for the initial contract term. In the event the successful Proposer wishes to substitute personnel, the successful Proposer shall propose personnel of equal or higher qualifications, and all replacement personnel are subject to the City's approval. In the event the substitute personnel are not satisfactory to the City, and the matter cannot be resolved to the satisfaction of the City, the City reserves the right to cancel the contract for cause. 3.64 FORCE MAJEURE The City and the successful Proposer are excused from the performance of their respective obligations under the contract when and to the extent that their performance is delayed or prevented by any circumstances beyond their control, including fire, flood, explosion, strikes or other labor disputes, natural disasters, public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance provided that: a. The non -performing party gives the other party prompt written notice describing the particulars of the force majeure, including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the force majeure. b. The excuse of performance is of no greater scope and of no longer duration than is required by the force majeure. c. No obligations of either party that arose before the force majeure causing the excuse of performance are excused as a result of the force majeure. d. The non -performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this section for a period in excess of two (2) months, provided that in extenuating circumstances, the City may excuse performance for a longer term. Economic hardship of the successful Proposer shall not City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services constitute a force majeure. The term of the contract shall be extended by a period equal to that during which either party's performance is suspended under this section. 3.65 NOTICES Notices shall be effective when received at the addresses specified in the contract/agreement. Changes in respective addresses to which such notices are to be directed may be made from time to time by either party by written notice to the other party. Facsimile and email transmissions are acceptable notice effective when received; however, facsimile and email transmissions received 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 also be mailed to the receiving party. Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the successful Proposer and the City of Palm Beach Gardens. END OF SECTION 3 Page 117 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 4 SPECIAL TERMS AND CONDITIONS 4.1 PURPOSE The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified firms that can offer best -in -class investment advisory and management services to the City of Palm Beach Gardens. The City expects each proposer to clearly outline its best and most comprehensive resources in its response, because all services and responsibilities identified in this RFP will be awarded to the selected proposer. 4.2 ELIGIBILITY AND MINIMUM REQUIREMENTS To be eligible to respond to this RFP and be considered for award, the proposer must demonstrate to the satisfaction of the City that it or the principals assigned to the project has successfully provided investment advisory services, similar in scope and complexity, to those required by the City as described in this solicitation. Proposers must also meet the following minimum qualifications: a. Have a minimum of five (5) years experience in managing fixed income assets for state and local governments. b. Be able to assign an account manager to the City who has a minimum of ten (10) years' experience in public funds investment management in Florida. c. Be familiar with all applicable Federal or State of Florida laws, rules regulations, codes, directives, or guidelines with regard to qualified Investments for public entities. d. Be registered with the Securities and Exchange Commission under the Investment Manager's Act of 1940. e. Be financially solvent and appropriately capitalized to be able to service the City for the duration of the contract. f. Adhere to the Code of Professional and Ethical Standards as described by the Investment Management Research "AIMR" (CFA Institute). 4.3 RECORDS, ACCOUNTS, AND STATEMENTS The successful proposer shall keep on its premises, or such other place approved by the City, current, true, accurate, and complete records and accounts of all services provided to the City, and shall give the City or City's representative access during reasonable business hours and upon three (3) business days' notice to examine and audit such records and accounts. Such records shall be maintained, as an independent certified public accountant would need to examine in order to certify a statement of the successful proposer's business with the City pursuant to generally accepted auditing standards. Page l 18 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services 4.4 MINIMUM STANDARDS The successful proposer shall at all times comply with all rules, regulations, and ordinances of the City and other governmental agencies having jurisdiction. The successful proposer shall further take all precautions and extreme care to conduct its activities in a safe and prudent manner with respect to its agents, employees, members, visitors, and participants. 4.5 DEFAULT a. In the event the successful proposer defaults in the performance of the contract, the City shall have the following options: i. The City Manager will give the successful proposer thirty (30) days' written notice of default. If the problem is not resolved within the thirty (30) days, the City may terminate the contract upon thirty (30) days' written notice and obtain the services elsewhere. ii. The City may recover at law any and all claims that may be due to the City from the successful proposer. iii. The City may perform such work as it deems necessary to cure the default or subsequent default and charge the successful proposer for the full cost of labor and materials expended, plus thirty percent (30%) of the cost for administrative overhead. b. The acceptance of all or part of monies due for any period after a default shall not be deemed as a waiver of any of these options, or a waiver of the default or subsequent default of the same or any other term, covenant, and condition. c. The successful proposer, in accepting an agreement, agrees that the City shall not be liable to be prosecuted for damages in the event the City declares the successful Proposer in default hereunder. 4.6 INSURANCE The selected proposer shall not commence any performance pursuant to the terms of this RFP until certification or proof of insurance has been received and approved by the City's Risk Coordinator or designee. The required insurance coverage is to be issued by an insurance company authorized, licensed and registered to do business in the State of Florida, with the minimum rating of B+ or better, in accordance with the latest edition of A.M. Best's Insurance Guide. This insurance shall be documented in certificates of insurance which provides that the City of Palm Beach Gardens shall be notified at least thirty (30) days in advance of cancellation, non -renewal, or adverse change. The receipt of certificates or other documentation of insurance or policies or copies of policies by the City or by any of its representatives, which indicate less coverage than is required, does not constitute a waiver of the selected proposer's obligation to fulfill the insurance requirements herein. Deductibles must be acceptable to the City of Palm Beach Gardens. Page 1 19 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services The selected proposer must submit a current Certificate of Insurance, naming the City of Palm Beach Gardens as an additional insured and listed as such on the insurance certificate. New certificates of insurance are to be provided to the City upon expiration. The selected proposer shall provide insurance coverage as follows: WORKERS COMPENSATION Awarded bidder shall carry Workers Compensation Insurance to apply for all employees in compliance with the "Workers Compensation Law" of the State of Florida and all applicable Federal laws. The City reserves the right not to accept exemptions to the Workers Compensation requirements of this solicitation. ii. COMPREHENSIVE GENERAL LIABILITY Awarded bidder shall carry Comprehensive General Liability Insurance with minimum limits of One Million Dollars ($1,000,000.00); and include Products/Completion Liability of One Million Dollars ($1,000,000). Such certificate shall list the City as additional insured. NOTE: If Comprehensive General Liability limits are less than One Million Dollars ($1,000,000.00), the sum of Comprehensive General Liability limits and Excess Liability limits must equal no less than One Million Dollars ($1,000,000.00). iii. AUTOMOBILE LIABILITY Awarded bidder shall carry Automobile Liability Insurance to include owned, non - owned, and hired, with minimum limits of One Million Dollars ($1,000,000.00) each occurrence. iv. E&O AND FIDUCIARY LIABILITY Errors & Omissions and Fiduciary Liability Insurance coverage of at least $10 million. This insurance must be written by an insurer who possesses an A.M. Best rating of at least an "A". END OF SECTION 4 Page 120 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 5 SCOPE OF SERVICES 5.1 RESPONSIBILITIES OF SELECTED PROPOSER Specific responsibilities of the selected proposer shall include, but are not limited to, the following: a. Manage on a daily basis the City's separate Investment portfolios pursuant to the specific, stated investment objectives. Place all orders for the purchase and sale of securities, communicate settlement information to the City staff, and assist in coordinating security settlement. b. Serve as a general resource to the City staff for information, advice, and training regarding fixed income securities, investments, and treasury operations. c. Provide monthly statements on investment activity, earnings, and the value of the investment portfolio. These reports must include a mark -to -market valuation as required by GASB 31 and 40. The selected proposer must maintain accurate reports of investments, including the diversity of investments and compliance with applicable investment policies of the City and Florida Statutes. d. Provide quarterly investment reports and updates to City Council in conformance with the City's Investment Policy, including a description of market conditions, investment strategies, performance, and suggested changes to investment strategy. The performance numbers shall be presented as required by the CFA Institute. e. The selected proposer SHALL NOT provide custodial services or security safekeeping. 5.2 INFORMATION FROM PROPOSERS Proposers must address the following requirements of the RFP in their responses: BACKGROUND a. Describe the organization, date founded, and ownership of firm. Has proposer experienced a significant change in organizational structure, ownership, or management during the past (3) three years, and if so, please describe. b. Describe any other business affiliations (e.g., subsidiaries, joint ventures, "soft dollar" arrangements with brokers). c. Identify the types of accounts primarily managed by proposer. d. Does proposer have an office in the State of Florida, and describe the staff in the Florida office. Page 121 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services e. Is proposer a registered Investment Manager under the Investment Manager's Act of 1940? Please attach Part II of most recent Form ADV. f. Describe any SEC, NASD or any other regulatory censure or litigation involving firm during the past five (5) years. g. Summarize fidelity bond coverage, errors and omissions, employee dishonesty, fiduciary liability insurance, or other fiduciary coverage firm carries. h. Provide a copy of proposer's most recent audited financial statement. i. Does proposer adhere to the Code of Professional and Ethical Standards as described by the CFA Institute? j. Provide copies of all policies for the insurance coverage referenced above. k. Provide detailed information regarding any pending, contemplated, or current purchase, merger, or acquisition of proposer. EXPERIENCE a. Describe firm's experience in managing investment portfolios for public funds and governmental entities, including any relevant experience managing public funds in Florida. b. Summarize assets under management (public funds only) over the past five (5) years by the following categories: short-term, medium -term and long-term non -operating and non- restrictive funds. Also, please separate these asset totals by Government Institutions and Other Institutions. c. What is proposer's experience in developing investment policies and portfolio management guidelines for government funds? d. Does proposer act as a broker or as a primary dealer in securities or receive any other form of additional compensation (including soft dollars) for client transactions aside from the direct fee paid by clients? e. Provide five (5) client references (public references) including client name, contact personnel, address, phone number, length of time you have managed their assets, and a list of any other related services provided (e.g., cash flow analysis, etc.). PERSONNEL a. Provide a summary organizational chart showing proposed project team, including analytical investment and research staff, other decision support and back office support. Identify the primary contact and describe the roles of each key person. Page 1 22 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services b. Provide detailed resumes for all key Investment professionals who will be directly responsible for the investment of the City's funds. Include the following information: title, number of years at firm, total number of years of experience, professional designations, or licenses. c. Describe proposer's activities to keep portfolio managers informed of developments relevant to the management of local government funds. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE a. Describe proposer's investment management philosophy. b. Describe the investment program being proposed for the City, including the type of securities proposed to purchase, how the funds will be managed after the initial investments are made, and how the proposer will provide liquidity. c. What are the primary strategies employed by proposer for adding value to portfolios (e.g., market timing, credit research, etc.)? d. Describe how investment ideas are originated and researched, and how the ultimate investment decision is made. Explain how investment decisions are then implemented, monitored, and evaluated. e. Describe proposer's research capabilities and resources. Does proposer assign credit research to specialists for public funds accounts? f. Please provide a performance composite showing performance for the past five years. The composite should consist of a minimum of five current accounts comprising securities that are permitted under the City's Investment Policy. The duration of the composite should be comparable to the Merrill Lynch 1-3 Year U.S. Treasury Index. Provide information about the composition and duration of the data used, including the number of portfolios making up the composite, for your presentation of performance history. The composite should be prepared and presented in compliance with the CFA Institute's Global Investment Performance Standards (GIPS). g• Briefly describe any additional features, attributes, or conditions which the City should consider in selecting proposer. ACCOUNTING AND REPORTING a. Describe the investment accounting and reporting system used by proposer andif it complies with CFA Institute standards. b. Describe the frequency and format of reports that proposer would provide to the City (including the methods and formulas used to calculate yield and performance). Reports must, at a minimum, comply with the guidelines set forth in the City's Investment Policy. Sample reports should be included. Page 123 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services FEES a. Provide the fee schedule that would apply to this account. b. Identify the expenses, not covered by the fees that are expected to be paid by the City. END OF SECTION 5 Page 124 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 6 RESPONSE REQUIREMENTS 6.1 SUBMITTAL REQUIREMENTS In response to this solicitation, the proposer should return one (1) original and five (5) copies, including a copy on CD, of the entire completed Proposal Submission Package. Proposers should carefully follow the format and instructions outlined herein. All documents and information must be fully completed and signed as required. The proposal shall be written in sufficient detail to permit the City to conduct a meaningful evaluation of the proposed services. However, overly elaborate responses are not requested or desired. END OF SECTION 6 Page 25 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 7 THE EVALUATION PROCESS 7.1 REVIEW OF PROPOSALS FOR RESPONSIVENESS Each proposal will be reviewed to determine if the proposal is responsive to the submission requirements outlined in this solicitation. A responsive proposal is one that follows the requirements of this solicitation, includes all documentation, is submitted in the format outlined in this solicitation, is of timely submission, and has the appropriate signatures as required on each document. Failure to comply with these requirements may result in the proposal being deemed non -responsive. 7.2 EVALUATION CRITERIA Proposals will be evaluated by an Evaluation/Selection Committee that will evaluate and rank proposals on the criteria listed below. The Evaluation/Selection Committee will be comprised of appropriate City personnel and members of the community, as deemed necessary, with the appropriate experience and/or knowledge. The criteria are itemized with their respective weights for a maximum total of one hundred (100) points per Evaluation/Selection Committee member. TECHNICAL CRITERIA POINTS a. Proposer's relevant experience, qualifications, past performance and experience, and qualification of key personnel who will be assigned to this project 60 Proposer's approach to providing the services 20 requested in this solicitation PRICE CRITERIA POINTS b. Proposer's proposed prices and fees 20 7.3 ORAL PRESENTATIONS Upon completion of the criteria evaluation indicated above, rating and ranking, the Evaluation/Selection Committee may choose to conduct an oral presentation with the Proposer(s) which the Evaluation/Selection Committee deems to warrant further consideration based on, among other considerations, scores in clusters and/or maintaining competition. Upon completion of the oral presentation(s), the Evaluation/Selection Committee will re-evaluate, re - rate, and re -rank the proposals remaining in consideration based upon the written documents, combined with the oral presentation. 7.4 PRICE EVALUATION After the evaluation of the technical proposal, the City will evaluate the price proposals of those Proposers remaining in consideration. The price proposal will be evaluated subjectively in combination with the technical proposal, including an evaluation of how well it matches the Proposer's understanding of the City's needs described in this solicitation, the Proposer's Page 126 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services assumptions, and the value of the proposed services. The pricing evaluation is used as part of the evaluation process to determine the highest -ranked Proposer. The City reserves the right to negotiate the final terms, conditions, and pricing of the contract as may be in the best interest of the City. 7.5 NEGOTIATIONS The City may award a contract based on initial offers received, without discussions. Therefore, each initial offer should contain the Proposer's best terms from a monetary and technical sta ndpoint. The Evaluation/Selection Committee will evaluate, score, and rank proposals, and submit the results of their evaluation to the City Manager with their recommendation. The City Manager or designee will determine with which Proposer(s) the City shall negotiate, if any. In his sole discretion, the City Manager or designee may direct negotiations with the highest -ranked Proposer, negotiations with multiple Proposers, or may request best and final offers. Notwithstanding the foregoing, if the City and the Proposer(s) cannot reach agreement on a contract, the City reserves the right to terminate negotiations and may, at the City Manager's or designee's discretion, begin negotiations with the next highest -ranked Proposer(s). This process may continue until a contract acceptable to the City has been executed or all proposals are rejected. No Proposer shall have any rights against the City arising from such negotiations or termination thereof. Any Proposer recommended for negotiations may be required to provide to the City: a) Its most recent certified business financial statements as of a date not earlier than the end of the Proposer's preceding official tax accounting period, together with a statement in writing, signed by a duly authorized representative, stating that the present financial condition is materially the same as that shown on the balance sheet and income statement submitted, or with an explanation for a material change in the financial condition. A copy of the most recent business income tax return will be accepted if certified financial statements are unavailable. b) Information concerning any prior or pending litigation, either civil or criminal, involving a governmental agency, or which may affect the performance of the services to be rendered herein, in which the Proposer, any of its employees, or subcontractors is or has been involved within the last three (3) years. 7.6 CONTRACT AWARD Any contract resulting from this solicitation will be submitted to the City Manager or designee, and the City Council for approval, as appropriate. All Proposers will be notified in writing when the City Manager or designee makes an award recommendation. The contract award, if any, shall be made to the Proposer whose proposal shall be deemed by the City to be in the best interest of the City. Notwithstanding the rights of protest listed herein, the City's decision of whether to make the award and to which Proposer shall be final. Page 27 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 8 PRICING AND FEES SCHEDULE 8.1 The proposer must include in its proposal a Pricing Schedule that shows the amount(s) to be charged the City for the services provided. The pricing and fees should be provided in enough detail to clearly show all applicable charges and fees. However, the Pricing Schedule should not be overly complicated that an ordinary person would have difficulty understanding the amounts that the City would be liable for paying. END OF SECTION 8 Page 128 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 9 PROPOSAL SUBMITTALS 9.1 FORMS The forms listed below must be completed by an official having legal authorization to contractually bind the company or firm. Each signature represents a binding commitment upon the Proposer to provide the goods and/or services offered to the City if the Proposer is determined to be the most responsive and responsible Proposer. a. Acknowledgment of Addenda b. Proposal Submittal Signature Page c. Conflict of Interest Disclosure Form d. Notification of Public Entity Crimes Law e. Drug -Free Work Place f. Non -Collusion Affidavit g. Truth -In -Negotiation Certificate h. Performance Bond (IF REQUIRED, WILL BE REQUESTED FROM THE PROPOSER RECOMMENDED FOR AWARD) Letter of Credit (IF REQUIRED, WILL BE REQUESTED FROM THE PROPOSER RECOMMENDED FOR AWARD) 9.2 REQUIRED SUBMITTALS The Proposer shall provide written information on the following: The number of years' experience the Proposer has had in providing the type of services required in this solicitation. b. Provide the names of the persons who are principals of the company, or will have management or supervisory positions on this project. List name, title or position, and project duties. A resume or summary of experience and qualifications must accompany the proposal. c. Provide the names of clients to whom the Proposer has provided or is currently providing similar services. Provide the name, address, telephone number, email address, contact person, and the date the service was provided. If the service provided is different from the one presented in the proposal, please explain the difference. d. List the departments or agencies of the City of Palm Beach Gardens to which the Proposer has provided any kind of contracted services. Page 129 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services e. Provide information on any lawsuits pending or any judgments, in the last five (5) years, which are concerned directly with the firm, the staff, or any part of the Proposer's organization, which are proposed to perform on this contract. f. Attach a Balance Sheet and a Profit and Loss Statement of the Proposer from the preceding calendar year or fiscal year, certified by either an appropriate Corporate Officer, or an independent certified Public Accountant. If the Proposer is a privately - held corporation, providing such records for the City to review at a time and place convenient to the City may satisfy this requirement, at the discretion of the City. If the Proposer is a newly formed corporate entity, the City may require a personal guarantee of performance by the principals or stockholders. g• Page 130 Provide bank references: list contact name(s), addresses, telephone numbers, and types of accounts. END OF SECTION 9 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services ACKNOWLEDGEMENT OF ADDENDA INSTRUCTIONS: COMPLETE PART I OR PART II, WHICHEVER APPLIES PART I: List below the dates of issue for each addendum received in connection with this solicitation: Addendum #1, Dated Addendum #2, Dated Addendum #3, Dated Addendum #4, Dated Addendum #5, Dated Addendum #6, Dated Addendum #7, Dated Addendum #8, Dated Addendum #9, Dated Addendum #10, Dated PART II: ❑ NO ADDENDUM WAS RECEIVED IN CONNECTION WITH THIS SOLICITATION Firm Name Signature Name and Title (Print or Type) Date Page 131 PROPOSAL SUBMITTAL SIGNATURE PAGE By signing this Proposal, the Proposer certifies that it satisfies all legal requirements as an entity to do business with the City, including all Conflict of Interest and Code of Ethics provisions. Firm Name: Street Address: Mailing Address (if different from Street Address): Telephone Number(s): Fax Number(s): Email Address: Federal Employer Identification Number: Prompt Payment Terms: % days' net days Signature: (Signature of authorized agent) Print Name: Title: Date: By signing this document, the Proposer agrees to all terms and conditions of this solicitation and the resulting contract/agreement. THE EXECUTION OF THIS FORM CONSTITUTES THE UNEQUIVOCAL OFFER OF PROPOSER TO BE BOUND BY THE TERMS OF ITS PROPOSAL. FAILURE TO SIGN THIS SOLICITATION WHERE INDICATED ABOVE BY AN AUTHORIZED REPRESENTATIVE SHALL RENDER THE PROPOSAL NON -RESPONSIVE. THE CITY MAY, HOWEVER, IN ITS SOLE DISCRETION, ACCEPT ANY PROPOSAL THAT INCLUDES AN EXECUTED DOCUMENT WHICH UNEQUIVOCALLY BINDS THE PROPOSER TO THE TERMS OF ITS PROPOSAL. Page 132 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services CONFLICT OF INTEREST DISCLOSURE FORM The award of this contract is subject to the provisions of Chapter 112, Florida Statutes. All Proposers must disclose within their proposal: the name of any officer, director, or agent who is also an employee of the City of Palm Beach Gardens. Furthermore, all Proposers must disclose the name of any City employee who owns, directly or indirectly, an interest of more than five percent (5%) in the Proposer's firm or any of its branches. The purpose of this disclosure form is to give the City the information needed to identify potential conflicts of interest for evaluation team members and other key personnel involved in the award of this contract. The term "conflict of interest" refers to situations in which financial or other personal considerations may adversely affect, or have the appearance of adversely affecting, an employee's professional judgment in exercising any City duty or responsibility in administration, management, instruction, research, or other professional activities. Please check one of the following statements and attach additional documentation if necessary: To the best of our knowledge, the undersigned firm has no potential conflict of interest due to any other Cities, Counties, contracts, or property interest for this proposal. The undersigned firm, by attachment to this form, submits information which may be a potential conflict of interest due to other Cities, Counties, contracts, or property interest for this proposal. Acknowledged by: Firm Name Signature Name and Title (Print or Type) Date Page 133 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services NOTIFICATION OF PUBLIC ENTITY CRIMES LAW Pursuant to Section 287.133, Florida Statutes, you are hereby notified that a person or affiliate who has been placed on the convicted contractors list following a conviction for a public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity; may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases or real property to a public entity; may not be awarded or perform work as a contractor, supplier, sub-Proposer,or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 [F.S.] for Category Two [$35,000.00] for a period of thirty-six (36) months from the date of being placed on the convicted contractors list. Acknowledged by: Firm Name Signature Name and Title (Print or Type) Date Page 134 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services DRUG -FREE WORKPLACE is a drug -free workplace and has (Company Name) a substance abuse policy in accordance with and pursuant to Section 440.102, Florida Statutes. Acknowledged by: Firm Name Signature Name and Title (Print or Type) Date Page 135 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services NON -COLLUSION AFFIDAVIT STATE OF COUNTY OF Before me, the undersigned authority, personally appeared , who, after being by me first duly sworn, deposes and says of his/her personal knowledge that: a. He/She is of , the Proposer that has submitted a proposal to perform work for the following: RFP No.: Title: b. He/She is fully informed respecting the preparation and contents of the attached Request for Proposals, and of all pertinent circumstances respecting such solicitation. Such proposal is genuine and is not a collusive or sham proposal. c. Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other Proposer, firm, or person to submit a collusive or sham proposal in connection with the solicitation and contract for which the attached proposal has been submitted or to refrain from proposing in connection with such solicitation and contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Proposer, firm, or person to fix the price or prices in the attached proposal or any other Proposer, or to fix any overhead, profit, or cost element of the proposal price or the proposal price of any other Proposer, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against the City or any person interested in the proposed contract. d. The price or prices quoted in the attached proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. Signature Subscribed and sworn to (or affirmed) before me this day of 2013, by who is personally known to me or who has produced as identification. SEAL Notary Signature Notary Name: Notary Public (State): My Commission No: Expires on: Page 1 36 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services TRUTH — IN — NEGOTIATION CERTIFICATE The undersigned warrants (i) that it has not employed or retained any company or person, other than bona fide employees working solely for the undersigned, to solicit or secure the Agreement and (ii) that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than its bona fide employees working solely for the undersigned or agreed to pay any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of the Agreement. The undersigned certifies that the wage rates and other factual unit costs used to determined the compensation provided for in the Agreement are accurate, complete, and current as of the date of the Agreement. This document must be executed by a Corporate Officer. By: Title: Date: Page 137 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services PERFORMANCE BOND FORMAT PLEASE DO NOT COMPLETE KNOW ALL MEN BY THESE PRESENTS: that - (Insert full name and address or legal title of successful Proposer) as Principal, hereinafter called Contractor, and (Name of Insurer) as Surety, hereinafter called Surety, are held and firmly bound unto the City of Palm Beach Gardens, Palm Beach County, Florida, as Obligee, hereinafter called the City, in the amount of , ($ ), for the payment whereof, the Contractor and the Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severably, firmly by these presents. WHEREAS, the Contractor has by written agreement dated , 2013, entered into a Contract with the City in accordance with the solicitation specifications prepared by the City which Contract is by reference made a part hereof and is hereinafter referred as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if the Contractor shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the City. Whenever the Contractor shall be and declared by the City to be in default under the Contract, the City having performed City's obligations thereunder, the Surety may promptly remedy the default or shall promptly: a. Complete the Contract in accordance with its terms and conditions; or b. Obtain a proposal or proposals for completing the Contract in accordance with its terms and conditions, and upon determination by the Surety of the most responsible Proposer, or if the City elects, upon determination by the City and the Surety jointly of the most responsible Proposer, arrange for a Contract between such Proposer and the City, and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price", as used in this paragraph, shall Page 138 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services mean the total amount payable by the City to the Contractor under the contract and any amendments thereto, Tess the amount properly paid by the City to the Contractor. Any suit under this bond must be instituted before the expiration of twenty-five (25) months from the date on which final payment under the Contract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than the City named herein or the heirs, executors, administrators, or successors of the City. Signed and sealed this day of , 2013. (Principal) (Seal) (Witness) (Title) (Name of Insurer) Surety (Seal) By: (Witness) (Attorney -in -Fact) Page 139 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services LETTER OF CREDIT FORMAT PLEASE DO NOTCOMPLETE LETTER OF CREDIT NO.: ISSUANCE DATE: APPLICANT: {Name of Corporation} {Address} {City, State, Zip} BENEFICIARY: CITY OF PALM BEACH GARDENS 10500 N. MILITARY TRAIL PALM BEACH GARDENS, FLORIDA 33410 FOR U.S.D. $ DATE OF EXPIRATION: WE HEREBY ESTABLISH OUR IRREVOCABLE LETTER OF CREDIT NO. IN FAVOR OF THE BENEFICIARY, THE CITY OF PALM BEACH GARDENS, FLORIDA (HEREINAFTER "PBG") FOR THE ACCOUNT OF THE ABOVE -REFERENCED APPLICANT, AVAILABLE BY YOUR DRAFTS DRAWN ON (Insert name of Bank) PAYABLE AT SIGHT FOR ANY SUM OF MONEY NOT TO EXCEED A TOTAL OF (Insert the amount of money), THE AMOUNT REFERENCED ABOVE. DEMANDS OF THE LETTER OF CREDIT MUST BE ACCOMPANIED BY A STATEMENT FROM THE CITY MANAGER OF THE CITY OF PALM BEACH GARDENS CERTIFYING EITHER: (1) THAT SAID LETTER OF CREDIT IS ABOUT TO EXPIRE AND HAS NOT BEEN RENEWED, OR (2) THAT WORK HAS NOT BEEN COMPLETED IN ACCORDANCE WITH THE PLANS, SPECIFICATIONS, AND AGREEMENTS (INCLUDING ANY AMENDMENTS THEREOF) FOR THE FOLLOWING PROJECT: {Name of Project} (THE 'PROJECT'). IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT WILL BE AUTOMATICALLY EXTENDED FOR PERIODS OF ONE YEAR FROM EXPIRY DATE HEREOF, OR ANY FUTURE EXPIRATION DATE, WITHOUT ANY AMENDMENT, UNLESS THIRTY (30) DAYS BUT NO MORE THAN SIXTY (60) DAYS PRIOR TO ANY EXPIRATION DATE WE SHALL NOTIFY PBG IN WRITING BY CERTIFIED MAIL RETURN RECEIPT REQUESTED, OR BY COURIER VIA HAND DELIVERY AT THE ABOVE -LISTED ADDRESS, THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD. WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS, AND BONA FIDE HOLDERS OF ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THE CREDIT THAT SUCH DRAFTS WILL BE DULY HONORED UPON PRESENTATION TO {Name of Bank} (THE 'BANK'), WHICH IS DULY AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF FLORIDA IN ACCORDANCE, WITH THE TERMS HEREOF. IF A DRAFT, AS DESCRIBED IN THIS LETTER OF CREDIT, IS Page 40 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services PRESENTED PRIOR TO THE EXPIRATION DATE AND IN CONFORMITY WITH THE TERMS OF THIS LETTER OF CREDIT AND UPON PRESENTATION IT IS WRONGFULLY DISHONORED BY THE BANK, THE BANK AGREES TO PAY REASONABLE ATTORNEYS FEES AND COSTS, INCLUDING FEES AND COSTS ON APPEAL, INCURRED BY THE CITY OF PALM BEACH GARDENS TO ENFORCE THIS LETTER OF CREDIT SHOULD PBG PREVAIL. DOCUMENTS MUST BE PRESENTED FOR PAYMENT TO: {Name of Bank Branch} {Address} {City, State, Zip} ATTN: {Department} ALL DRAWINGS UNDER THIS LETTER OF CREDIT MUST BE ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT INSTRUMENT WHICH WILL BE RETURNED TO THE BENEFICIARY AFTER ENDORSING THE BACK OF SAME WITH THE AMOUNT OF EACH DRAWING BY US. PARTIAL DRAWINGS ARE PERMITTED. THE AMOUNT OF ANY DRAFT DRAWN UNDER THIS CREDIT MUST BE ENDORSED ON THE REVERSE OF THE ORIGINAL CREDIT. ALL DRAFTS MUST BE MARKED "DRAWN UNDER {Name of Bank} LETTER OF CREDIT NUMBER DATED ,20_„ THIS CREDIT IS SUBJECT TO THE "UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600", AND TO THE PROVISIONS OF FLORIDA LAW. IF A CONFLICT BETWEEN THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS AND FLORIDA LAW SHOULD ARISE, FLORIDA LAW SHALL PREVAIL, IF A CONFLICT BETWEEN THE LAW OF ANOTHER STATE OR COUNTRY AND FLORIDA LAW SHOULD ARISE, FLORIDA LAW SHALL PREVAIL. VENUE FOR ANY DISPUTES RELATING TO THE ENFORCEMENT OF THIS LETTER OF CREDIT SHALL BE PALM BEACH COUNTY, FLORIDA. {Name of Bank} BY: {Name} {Title} Page 141 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services SECTION 10 DRAFT FORM OF AGREEMENT PLEASE DO NOT COMPLETE Below is the standard agreement format for this Request for Proposals. This is a sample agreement only and is subject to revisions. AGREEMENT THIS AGREEMENT is made and entered into by and between the City of Palm Beach Gardens, a Florida municipal corporation ("City"), whose address is 10500 North Military Trail, Palm Beach Gardens, Florida 33410, and , a corporation (hereafter referred to as "Contractor"), whose address is WHEREAS, the City desires to retain the services of the Contractor to provide the goods and services in accordance with the City's Request for Proposals No. , and the Contractor's response thereto, all of which are incorporated herein by reference. NOW, THEREFORE, in consideration of the mutual covenants and promises hereafter set forth, the Contractor and the City agree as follows: ARTICLE 1. INCORPORATION OF REQUEST FOR PROPOSALS The terms and conditions of this Agreement shall include and incorporate the terms, conditions, and specifications set forth in the City's Request for Proposals No. and the Contractor's response thereto, including all documentation required thereunder. ARTICLE 2. DESCRIPTION OF GOODS OR SCOPE OF SERVICES The Contractor shall provide the goods and/or perform those services identified in the specifications accompanying the City's Invitation to Bid, which are incorporated herein by reference. ARTICLE 3. COMPENSATION The City shall pay to the Contractor, in compliance with the Pricing Schedule attached hereto and incorporated herein, according to the terms and specifications of the referenced Invitation to Bid. ARTICLE 4. MISCELLANEOUS PROVISIONS a. Notice Format. All notices or other written communications required, contemplated, or permitted under this Agreement shall be in writing and shall be hand delivered, telecommunicated, or mailed by registered or certified mail (postage prepaid), return receipt requested, to the following addresses: Page 142 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services As to the City: City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, Florida 33410 Attn: City Manager Email: ii. with a copy to: City of Palm Beach Gardens 10500 North Military Trail Palm Beach Gardens, Florida 33410 Attn: City Attorney Email: iii. As to the Contractor: Attn.: Email: b. Headings. The headings contained in this Agreement are for convenience of reference only, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. c. Effective Date. The effective date of this Agreement shall be as of the date it has been executed by both the parties hereto. d. Fiscal Funding Out. This Agreement is specifically contingent upon the lawful appropriation of sufficient funds to meet the financial obligations contained herein. A non - appropriation event by the City shall automatically terminate this Agreement. ARTICLE 5. CONTRACT TERM The Contract and Agreement shall be effective for ( ) years as of the effective date of this Agreement, and shall expire on (The remainder of this page is intentionally left blank) Page 143 City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereinafter written. ATTEST: By: Patricia Snider, CMC, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: R. Max Lohman, City Attorney CITY OF PALM BEACH GARDENS, FLORIDA By: Ronald M. Ferris, City Manager By: Print Name: Title: WITNESS By: Print Name: WITNESS By: Print Name: END OF SECTION 10 Page 144 SECTION 11 EXHIBITS None. City of Palm Beach Gardens RFP2014-013FN Investment Advisory and Management Services Page 145