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25754
AGREEMENT INFORMATION AGREEMENT NUMBER 25754 NAME/TYPE OF AGREEMENT PFM ASSET MANAGEMENT DESCRIPTION SUPPLEMENTAL AGREEMENT/INVESTMENT ADVISORY SERVICES CONTRACT NO. #66-0-2021/SZ/FILE ID: 17479/R- 25-0212/MATTER I D : 24-312 EFFECTIVE DATE September 16, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/16/2025 DATE RECEIVED FROM ISSUING DEPT. 9/16/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Charles Johnson EXT. 1906/1924 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: PFM ASSET MANAGEMENT LLC IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Supplemental Agreement to City of Palm Bay Contract #66-0-2021/SZ for the provision of Investment Advisory Services. COMMISSIO APPROVAL DATE: 6/17/2025 FILE ID: 17479 ENACTMENT NO.: 25-0212 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER July 11, 2025 Annie Perez, CPPO 108:50:29 EDT__ SIGNATURE: C3tl SUBMITTED TO RISK MANAGEMENT July 11, 2025 David Ruiz I 09:29:53 E 9�.ae, SIGNATURE: Frank Gewvy SUBMITTED TO CITY ATTORNEY matter 24-312 September 15, George K. Wysong III 2025 113:48:22 EDT SIGNATURE: i r� 9 udit ✓r,w1"kl �<< Ces� APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 16, Larry Spring, CPA 2025 I 10: 1:4_4)T SIGNATURE: ' ' APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER September 16, Natasha Colebrook -Williams 2025 I 10: 50: 34 EDT co ----:..a. e.t.�,..aw u F , SIGNATURE: °s ean RECEIVED BY CITY MANAGER September 16, E 2' h�r 04ilP3VEDT SIGNATURE: &t(w.r NON. SUBMITTED TO THE CITY CLERK September 16, Todd Hannon 2025 I 12 : 34:pl-FErr SIGNATURE: 2� PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Charles Johnson Contact Person Sr. Procurement Contracting Manager Title 7/10/2025 Date: Procurement Requesting Client (305) 416-1924 Telephone Legal Service Requested: Matter 24-312: Supplemental Agreement to City of Palm Bay Contract #66-0-2021/SZ for the provision of Investment Advisory Services with PFM Asset Management LLC. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Supplemental Agreement to City of Palm Bay Contract #66-0-2021 /SZ for the provision of Investment Advisory Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of • City Commission — RESOLUTION No. 25-0212 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ SOLE SOURCE • PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. WHAT IS THE SCOPE OF SERVICES? The scope of the Contract involves the advisement by PFM Asset Management, a division of U. S. Bancorp Asset Management, Inc. ("PFM"), of the City with relation to its investment funds. PFM will provide investment research and supervision of managed funds and conduct a continuous program of investment, evaluation and when appropriate, sale and re -investment of City managed funds, along with other related services. The City previously accessed this contract up to the City Manager's delegated authority of $50,000.00 and is now fully accessing the contract. 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Finance 5. IS THE AWARDEE INCUMBENT? Yes, through accessing a City of Palm Beach Gardens contract. 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Pricing is the same as the previous contract 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? The contract the City previously accessed expired 3/31/2024 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $954,113.98 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Palm Bay Contract was awarded through RFP Process — PFM was the highest ranked proposer. Titv of Alliami ANNIE PEREZ, CPPO ARTHUR NORIEGA V Chief Procurement Officer City Manager CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO CONTRACT NO. #66- 0-2021/SZ BETWEEN THE CITY OF PALM BAY, AND PFM ASSET MANAGEMENT, a division of U.S. BANCORP ASSET MANAGEMENT, INC. The City of Miami, a Florida municipal corporation ("City"), is accessing Contract No. #66-0-2021/SZ between the City of Palm Bay, Florida ("Palm Bay") and PFM Asset Management, a division of U.S. BANCORP ASSET MANAGEMENT,INC., a Delaware corporation authorized to conduct business within the State of Florida, as successor to PFM ASSET MANAGEMENT LLC ("PFM", "Contractor" or the "Advisor"), made and entered effective as of March 11, 2022, attached hereto as Exhibit "A" and incorporated herein by reference ("Contract"), for the provision of investment advisory services ("Services"). This is a Supplemental Agreement to the Contract, inclusive of applicable City legal requirements and language for use by the City's Finance Department ("Agreement"). The term of the Contract is from March 1, 2022 to February 28, 2025, with seven (7) optional one (1) year renewal periods. Pursuant to this Agreement, the effective date of Contract access by the City is September 16 , 2025. 1) The phrase/word "Palm Bay" shall be stricken and replaced hereby with the phrase/word "City of Miami" or "City" throughout the Contract. 2) The phrase "City of Palm Bay" shall be stricken and replaced hereby with the phrase/word "City of Miami" or "City" throughout the Contract. 3) The phrase "City Council" shall be stricken and replaced hereby with the phrase/word "City Commission" throughout the Contract. 4) PFM's Responsibilities: A. PFM has agreed to furnish the Services as further described in the Contract's Exhibit A, Investment Policy, as attached. B. PFM shall provide Services to the City in an amount equal to the costs identified in the Contract. C. PFM's responsibilities shall commence on the effective date of this Agreement. 5) Article 1.2 of the Contract, is hereby amended as follows': "All exhibits may also be collectively referred to as the "Documents". In the event of any conflict between the Documents or any ambiguity or missing specifications or instruction, the following priority is established: A. This Supplemental Agreement. B. Specific direction from the City Manager (or designee). C. This Contract dated March 11, 2022 and any amendments. D. Exhibit A, City of Palm Bay Contract No. #66-0-2021/SZ Q E. Exhibit B, Insurance Requirements F. Exhibit C, Anti Human Trafficking Affidavit G. Exhibit D, Corporate Resolutions and Evidence of Qualification to do Business in Florida" ' Additions to text indicated in underline while deletions are indicated in strikethrough. 6) Article 3 of the Agreement, titled "Payment", paragraph 2, is hereby deleted in its entirety and replaced with the following language: The City reserves the right, with justification, to partially pay any invoice submitted by the Advisor when requested to do so by the using City Department. All invoices shall be directed to the Accounts Payable Section, City of Miami Finance Department, at payables@miamigov.com. 7) Article 7 of the Agreement, titled "Termination" is hereby amended by adding the following language: The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Advisor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Advisor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Advisor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Advisor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. The Advisor may terminate this Agreement for a material breach of its terms by the City upon the City's failure to cure such material breach within thirty (30) days after written notice thereof has been delivered by the Advisor. 8) Article 16, of the Agreement, titled "Insurance", is hereby deleted in its entirety and replaced with the following language: PFM shall provide and maintain in force at all times during the Agreement with the City, insurance requirements pursuant to Exhibit B. 9) Article 17 of the Agreement, titled "Public Records" is hereby deleted in its entirety and replaced with the following language: PFM hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and agrees to allow access by the City and the public to all such documents subject to disclosure under applicable law. PFM's failure or refusal to comply with the provisions of this section shall result in the City's immediate termination of this Agreement with PFM. Pursuant to the provisions of Section 119.0701, Florida Statutes, PFM shall comply with the Florida Public Records Laws, specifically PFM shall: 1) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 2) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; 4) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of PFM upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements; and, 5) Provide all records stored electronically to the City in a format compatible with the information technology systems of the City. Page 2 The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being incorporated by reference herein and additionally apply to this Agreement. _ uld PFM determine to dispute any public access provision required by Florida Statutes, then PFM spa I do so at its own expense and at no cost to the City. IF PFM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PFM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416- 1800, VIA EMAIL AT PUBLICRECORDS(a�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. PFM MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 10) Article 18 of the Agreement titled "Notice", is hereby deleted in its entirety and replaced with the following language: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery of by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by mail on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PFM: PFM Asset Management, a division of U.S. Bancorp Asset Management, Inc. 225 E. Robinson Street, Ste. 250 Orlando, FL 32801 TO THE CITY OF MIAMI: Arthur Noriega V City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, FL 33130-1910 George K. Wysong, III City of Miami City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Erica Paschal Director Finance Department 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130-1910 EPaschal@miamigov.com Annie Perez, CPPO City of Miami Procurement Director 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130-1910 APerez@miamigov.com Page 3 11) Article 19 of the Agreement, titled "Applicable Law", is hereby deleted in its entirety and replaced with the following language: This Agreement with the City shall be governed by and construed under the laws of the State of Florida regardless of choice or conflict of law principles. Venue in any proceedings between PFM and the City shall lie exclusively in the state and federal courts located in Miami -Dade County, Florida. In the event of a dispute, each party shall be responsible for payment of its own attorneys' fees. 12) Article 22, titled "Conflict of Interest", is hereby added with the following language: Pursuant to City Code Section 2-611, as amended, regarding conflicts of interest, PFM hereby certifies to the City that no principal or employee of PFM performing services directly under this Agreement or any immediate family member of any of the same is also a member of any board, commission, or agency of the City. PFM hereby represents and warrants to the City that throughout the term of this Agreement, PFM principals or employees performing services directly under this Agreement will abide by this prohibition of the City Code. 13) Article 23, titled "Counterparts/Electronic Signatures", is hereby added with the following language: This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 14) Article 24, titled "Section 215.855, Florida Statutes Compliance", is hereby added with the following language: Pursuant to Section 215.855, Florida Statutes, the parties hereby agree that: (i) any written communication made by the Advisor to a company in which the Advisor invests public funds on behalf of the City must include the following disclaimer in a conspicuous location if such communication discusses social, political, or ideological interests; subordinates the interests of the company's shareholders to the interest of another entity; or advocates for the interest of an entity other than the company's shareholders: "The views and opinions expressed in this communication are those of the sender and do not reflect the views and opinions of the people of the State of Florida;" and (ii) This Agreement may be unilaterally terminated at the option of the City if the Advisor does not include the disclaimer required in the above paragraph. 15) Article 26, titled "Antitrust Violator Vendors", is hereby added with the following language: A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. 16) Article 27, titled "Anti -Human Trafficking", is hereby added with the following language: Advisor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Advisor shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section Page 4 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "C". If Advisor fails to comply with the terms of this Article, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Advisor for any additional compensation or for any consequential or incidental damages. Page 5 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized. "PFM" PFM ASSET MANAGEMENT, a division of U.S. BANCORP ASSET MANAGEMENT, INC. a Delaware corporation DATE: 7 (2612 � 5 "City" CITY OF MIAMI, a Florida municipal corporation BY: Cirttu,o0>n" i . Arthur Noriega V, City Manager September 16, 2025 1 11:49:23 EDT DATE: �— Signed by: ATTEST: ATTEST: Corporate Secretary/Notary Public Corporate Seal/Notary Seal Notary Public State of Florida Leslie A. Bell MyHH 225894ion Exp. 2/7/2026 Todd Hannon, City Cleric APPROVED AS TO INSURANCE REQUIREMENTS: Frank lewvy David Ruiz, Interim Director Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Cawl,l U�Sew III eezasa George K. Wysong III, City Attorney 25-2172 DS Page 5 EXHIBIT A, CONTRACT NO. #66-2021/SZ Page 7 CITY OF PALM BAY AMENDMENT #1 TO CONTRACT # 66-0-2021 INVESTMENT ADVISORY SERVICES This amendment to contract is made and entered into this / 5 day of February, 2025, by and between the City of Palm Bay, a municipal corporation organized and existing under the State of Florida, hereinafter referred to as the "City" and PFM Asset Management LLC, an organization now known as U.S. Bancorp Asset Management, Inc., hereinafter referred to as the "Contractor". WHEREAS the City and the PFM Asset Management LLC, successor to Contractor entered into a Contract under the date of March 11, 2022, and WHEREAS the City and Contractor, through its PFM Asset Management division. desire to renew term of said Contract. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: I. The renewed term of the Agreement shall be February 28, 2025, through February 27, 2026. This shall be the 15t of seven (7) possible 1-year renewals. II. No price increases will be allowed. III. The following language is added to the Agreement: Section 215.855, Florida Statutes Compliance. Pursuant to Section 215.855, Florida Statutes, the Parties hereby agree that: (a) Any written communication made by the Contractor to a company in which the Contractor invests public funds on behalf of the City must include the following disclaimer in a conspicuous location if such communication discusses social, political, or ideological interests; subordinates the interests of the company's shareholders to the interest of another entity; or advocates for the interest of an entity other than the company's shareholders: "The views and opinions expressed in this communication are those of the sender and do not reflect the views and opinions of the people of the State of Florida.'' (b) This Contract may be unilaterally terminated at the option of the City if the Contractor does not include the disclaimer required in the above paragraph. In all other respects and, except as specifically modified and amended, the Contract shall continue in full force and effect as written. The parties hereto execute this Amendment to become effective as of the date and year first above written. CITY OF PALM BAY By: Chief Procurement Officer U.S. BANCORP ASSET MANAGEMENT, INC. h PQ- etk ame/Title ure and Date 2/172 Procurement Department 120 Malabar Rd SE Suite 200 Palm Bay. FL 32907-3009 321-952-3424 procurement cr pbfl.org EXHIBIT A INVESTMENT ADVISORY AGREEMENT CONTRACT #66-0-2021/SZ THIS AGREEMENT, entered into as of the _ / r day of / LLi `? , 2022, by and between the City of Palm Bay, 120 Malabar Road SE, Palm Bay, Florida 32907, a Florida municipal corporation and political subdivision of the State of Florida, (hereinafter the "Client" or the "City"), and PFM ASSET MANAGEMENT LLC, 225 E. Robinson Street, Suite 250, Orlando, Florida 32801, a Delaware limited liability company (hereinafter the "Advisor"). WITNESSETH DOCUMENTS The following documents are hereby incorporated into and made part of this Agreement. 1.1. Specifications and Contract Documents prepared by the City of Palm Bay, "RFP #66-0- 2021/SZ, Investment Advisory Services" (Exhibit A). 1.2. Bid for the City of Palm Bay prepared by the Advisor dated October 5, 2021 (Exhibit B). All exhibits may also be collectively referred to as the "Documents". In the event of any conflict between the Documents or any ambiguity or missing specifications or instruction, the following priority is established: A. Specific direction from the City Manager (or designee). B. This Agreement dated t i [trC-G1 [ 1. 2022 and any attachments. C. Exhibit A D. Exhibit B TERM OF AGREEMENT The period of this Agreement shall be for thirty-six (36) months, beginning on March 1, 2022, and ending on February 28, 2025. This Agreement may, by mutual written assent of the parties, be extended for seven (7) additional twelve (12) month periods or portions thereof, up to a cumulative total of one hundred twenty (120) months. WHEREAS, the Client has funds available for investment purposes (the "Initial 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 provide such services on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premicec and mntnal covenants herein contained, the parties hereto, intending to be legally bound, agreed as follows: 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 Initial 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 will provide investment research and supervision of the 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 furnish the Client with statistical information and reports with respect to investments of the Managed Funds. The Advisor shall place all orders for the 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 designated by the Client (the "Custodian") 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 may take into account, subject to any applicable laws, rules and regulations, whether statistical, research and other information or services have been or will be furnished to the Advisor by such brokers and dealers. The Custodian shall have custody of cash, securities and other assets of the Client. The Advisor shall not take possession of or act as custodian for the cash, securities or other assets of the Client and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and applicable covenants and as supplemented by such other written instructions as may from time to lime be provided by the Client to the Advisor. 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. 2 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 according to the schedule below: Average Assets Under Management Fees First $40 million 8 basis points (0.08%) Over $40 million 7 basis points (0.07%) "Daily net assets" is defined to include the amortized value of securities, accrued interest and cash or any money market fund balance. The minimum annual fee is $25,000, to be applied in equal monthly installments. (b) The Advisor will bill the Client monthly for service 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. (c) Assets invested by the Advisor under the terms of this Agreement may from time to time be invested in (i) a money market mutual fund managed by the Advisor or (ii) a 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 agreed upon between the Advisor and the Client. 3. PAYMENT Upon acceptance of work by using department of the City, employees and others, the City shall make payment to the Advisor in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes. 3 The City reserves the right, with justification, to partially pay any invoice submitted by the Advisor when requested to do so by the using City department. All invoices shall be directed to the Accounts Payable Section, City of Palm Bay, 120 Malabar Road SE, Palm Bay, FL 32907. 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 ManagedFunds. (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, and fees and expenses of the Custodian. 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. The Advisor shall immediately notify the Client if at any time du_: this Agreement The the term of L lls t1�'IGeli-lent it is not so registered or if its registration is suspended. 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. 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. 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. 7. TERMINATION This Agreement may be terminated by the Client in the event of any material breach of its 4 terms immediately upon notice to the Advisor by certified mail, return receipt requested. This Agreement may be terminated by the Client at any time, on not less 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 year upon thirty (30) days' written notice to the Client. The Client may terminate with cause if at any time the Advisor fails to fulfill or abide by any of the terms or conditions specified. Failure of the Advisor to comply with any of the provisions of this Agreement shall be considered a material breach of Agreement and shall be cause for immediate termination of the Agreement at the discretion of the Client. In the event sufficient budgeted funds are not available for a new fiscal period, the Client shall notify the Advisor of such occurrence in writing and this Agreement shall terminate on the last day of current fiscal period without penalty or expense to the Client. The Advisor understands and agrees that the Client may immediately terminate this Agreement upon written notice if the Advisor is found to have submitted a false certification or any of the following occur with respect to the Advisor or a related entity: (i) for any contract for goods or services in any amount of monies, it has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, or (ii) for any contract for goods or services of one million dollars ($1,000,000) or more, it has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or it is found to have been engaged in business operations in Cuba or Syria. 8. INDEMNIFICATION For other and additional good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Contractor, including but not limited to the Contractor's officers, officials, employees, representatives, agents, contractors officers, etc., subcontractors and their officers, etc. (hereinafter Contractor) hereby agrees to indemnify, hold harmless and defend the City of Palm Bay, including but not limited to its officers, agents, subcontractors, officers, officials, representatives, volunteers, employees and all those others acting on the City's behalf (hereinafter City) against any and all liability, loss, cost, damages, expenses, claims or actions of whatever type or nature, including but not limited to attorney and expert fees and suit cost, for trials and appeals, that the City may pay, sustain, or incur arising wholly or in part due to any wrongful act, error or omission, whether negligent or deliberate, of Contractor in the execution, performance or non- performance or failure to adequately perform the Advisor's obligation pursuant to this Agreement. 5 9. 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 ha ,nnrl itc rnntrnl inrhuling internintinn of thP. hiIsinPcc activitiPc of the Advicnr nr nther fi_n2nci21 institutions due to acts of God, 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. 10. 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 ("SEC") or any other agency or department of the United States, any registered securities exchange, the Financial Industry Regulatory Authority, or any regulatory authority of any State based upon the performance of services as an investment advisor. 11. 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 Section 1), partners, servants, and/or joint ventures of the Client by virtue of this Agreement or any actions or services rendered under this Agreement. 12. BOOKS. The Advisor shall maintain 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. 13. 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 SEC 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. 6 14. 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. 15. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding on the Advisor and its successors and assigns, provided, however, that the rights and obligations of the Advisor may not be assigned without the consent of the Client. 16. INSURANCE REQUIREMENTS The Advisor, and its subcontractors, subconsultants, assignees and suppliers, at its own expense, shall keep in force and at all times maintain during the term of this Agreement: Commercial General Liability: The Advisor shall maintain combined single minimum limits of $1,000,000.00 each occurrence / $2,000,000.00 general aggregate for bodily injury and property damage liability. This shall include premises/operations, products, completed operations, personal and advertising injury, and contractual liability. This policy of insurance shall be considered primary to and not contributing to any insurance maintained by the City of Palm Bay and shall name the City of Palm Bay as an additional insured. The policy of insurance shall be written on an "occurrence" basis and form. Automobile Liability: The Advisor shall maintain minimum limits of liability of $1,000,000.00 each accident, combined single limit for bodily injury and property damage. This shall include coverage for: • Owned Automobiles • Hired Automobiles • Non -Owned Automobiles Umbrella / Excess Liability: The Advisor shall maintain umbrella/excess coverage with limits of no less than $1,000,000.00 excess of Commercial General Liability, Automobile Liability and Employers Liability. **This coverage is optional if the Advisor has $2,000,000 General Aggregate under the Commercial General Liability Policy** Workers' Compensation Coverage: Full and complete Workers' Compensation Coverage, including coverage for Employer's Liability, as required by State of Florida law, shall be provided. Should the Named Vendor utilize a 7 Professional Employer Organization, said Vendor acknowledges and agrees that all employees sent to the City of Palm Bay MUST be included on that PEO roster. Professional Liability Insurance or Errors and Omissions Insurance: The Advisor shall maintain professional liability insurance, or Errors and Omissions Insurance, with a minimum limit of $1,000,000.00 aggregate with respect to acts, errors or omissions in connection with professional services to be provided under this Agreement. The Advisor represents it is financially responsible for the deductible amount. Insurance Certificates: The City of Palm Bay is to be specifically included as an additional insured on all certificates of insurance (with exception to Workers Compensation and Professional Liability Insurance). Waiver of Subrogation is required for Commercial General Liability and Automobile Liability. All certificates must be received prior to commencement of service/work. In the event the insurance coverage expires prior to the completion of this Agreement, a renewal certificate shall be issued thirty - (30) days prior to said expiration date. The certificate shall provide a thirty - (30) day notification clause in the event of cancellation or--medigeatieft to the policy except 10 days' notice shall be acceptable when cancellation is due to non-payment of premium. All insurance carriers shall be rated (A-) or better by the most recently published A.M. Best Rating Guide. Unless otherwise specified, it shall be the responsibility of the advisor to ensure that all subcontractors comply with the insurance requirements set forth in this Agreement. 17. PUBLIC RECORDS The City is a public agency subject to Chapter 119, Florida Statutes. The Advisor shall comply with Florida's Public Records law. Specifically, the Advisor shall: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform this service. B. Provide the agency with access to public records at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and D. Meet all requirements for retaining public records and transfers to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. 8 The failure of the Advisor to comply with the provisions set forth in this section shall constitute a material breach of Agreement and shall be cause for immediate termination of the Agreement. If the Contractor has questions regarding the application of Chapter 119 Florida Statutes, to the contractor's duty to provide public records relating to this contract, contact the custodian of public records at the City of Palm Bay Procurement Department, 120 Malabar Road SE, Suite 200 Palm Bay, Florida 32907; 321-952-3424; or procurement(pb11.org. 18. 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. Client's Address Chief Procurement Officer City of Palm Bay 120 Malabar Road SE Palm Bay FL 32907 Advisor's Address PFM Asset Management LLC 225 E. Robinson Street, Suite 250 Orlando, FL 32801 Attn: With copy to: City Manager City of Palm Bay 120 Malabar Road SE Palm Bay FL 32907 With copy to: PFM Asset Management LLC 213Market Street Harrisburg, PA 17101 Attn: Chief Administrative Officer 19. 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. 20. MISCELLANEOUS PROVISION By entering into this Agreement, the Advisor becomes obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes but is not limited to utilization of the E-Verify System to verify the work authorization status of all newly hired employees and requiring all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Advisor shall maintain a copy of such affidavit for the duration of the contract. Failure to 9 comply will lead to termination of this Agreement, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination If this Agreement is terminated for a violation of the statute by the Adviser, the Advisor may not be awarded a public contract for a period of 1 year after the date of termination. 21. 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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the date set forth in the first paragraph of this Agreement. am : rirtC e "' e Title: Managing Director City of Palm Bay By: &tAiw MAD `ram Nam : J,Ltei-t,f Title: ,f�,fr;#` Prit CLUTILierrlCil tC EXHIBIT B INSURANCE REQUIREMENTS INVESTMENT ADVISORY SERVICES L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional/E&O Liability Combined Single Limit Each Common Cause $20,000,000 General Aggregate Limit $20,000,000 Retroactive date before the start of the Agreement date V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate VI. Umbrella Liability Each Occurrence Policy Aggregate $3,000,000 $3,000,000 $5,000,000 $5,000,000 City of Miami listed as an additional insured. Coverage is excess over the general liability and auto policies Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above General Liability and Automobile Liability policies shall provide the City of Miami with written notice of cancellation or material change that affects this Agreement from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class VII" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ACC:WEI CERTIFICATE OF LIABILITY INSURANCE 08/29/2024 ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 612-333-3323 Brown & Brown Insurance Services, Inc. 901 Marquette Avenue Suite 1800 Minneapolis, MN 55402 USA CONTACT NAME: Dawn Heinemann and Melody Kronbach (A/C Ext): 612-333-3323 (A/C,No): 612-373-7270 E-MAIL dawn.heinemann@bbrown.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:OLD REPUBLIC INS CO 24147 INSURED U.S. Bancorp and its Subsidiaries 200 South 6th Street EP-MN-L20I Minneapolis, MN 55402 USA INSURER B : INSURER C : INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 751271040 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R INTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X MWZY31397924 ce 08/01/24 ,1'],r 5 EACH OCCURRENCE $ 5,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$04144 1,000,000 MED EXP (Any one person) $ EXCLUDED PERSONAL &ADV INJURY $ 5,000,000 GEN'LAGGREGATE XPOLICY OTHER: LIMIT APPLIES PRO JECT PER: LOCA GENERAL AGGREGATE $ 6,000,000 PRODUCTS - COMP/OPAGG $ 6,000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY X MWTB313977V1144*- O \\.1" , wBODILY � 4 cy$ 08/01/25 COMBINED SINGLE LIMIT$ (Ea accident)X 250,000 INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE V O EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A X MWC31397624 08/01/24 08/01/25 X STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 A Excess Automobile Liab. MWZX31398124 08/01/24 08/01/25 LIMIT 4,750,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Named Insured includes: PFM Asset Management, a wholly owned subsidiary of U.S. Bancorp. City of Miami is additional insured on a primary & non-contributory basis as respects general and automobile liability policies where required by written contract, subject to the policy(s) terms & conditions. Waiver of subrogation applies in favor of the additional Insured as respects workers compensation policy where required by written contract, subject to the policy(s) terms & conditions. 30 day notice of cancellation applies, subject to the policy terms & conditions. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue, Miami, FL 33130 6th Floor USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEDREPRESENTATIVE 6` /.L.5-w ACORD 25 (2016/03) KAnsari 751271040 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD From: Gomez Jr., Francisco (Frank) To: Carbonell. Aileen Cc: Quevedo, Terry; Aviles, Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR PFM ASSET MANAGEMENT LLC COI Date: Tuesday, September 3, 2024 6:55:21 AM Attachments: image001.pnq image002.pnq image003.pnq Sorry...001 is adequate. Thanks, Frank Gomez, PIAM, CPU Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (3o5) 416-176o Fax fgomez@a miamigov.com "Serving, Enhancing, and Transforming our Community" From: Gomez Jr., Francisco (Frank) Sent: Tuesday, September 3, 2024 6:55 AM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR PFM ASSET MANAGEMENT LLC COI Good morning Aileen, The bond is adequate. Thanks, Frank Gomez, PIAM, CPU Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (3o5) 416-176o Fax fgomez@a miamigov.com "Serving, Enhancing, and Transforming our Community" el‘ � From: Carbonell, Aileen onell ov @ g .com> Sent: Friday, August 30, 2024 2:59 PM To: Gomez Jr., Francisco (Frank) <FGomez3miamigov.com> Cc: Quevedo, Terry <TQuevedo(6 miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR PFM ASSET MANAGEMENT LLC COI Importance: High Good afternoon, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Contracting Officer Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. EXHIBIT C ANTI -HUMAN TRAFFICKING AFFIDAVIT Page 10 EXHIBIT C ANTI -HUMAN TRAFFICKING AFFIDAVIT The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The. nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787,06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit -I. Under penalties of perjury, 1 declare the following: a. 1 have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. 1 am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: PFM Asset Management LLC Name: Richard Pengelly officer Title: Managing Director Signature of Officer:_ 225 E. obinson Street, Suite 250, Orlando, FL 32801 Office Address: Email Address: pengellyr@pfmam.com FEINNo.4/1_2/0/0/3/7/ 3/2 STATE OF FLORIDA COUNTY OF MJ.1141-44ef - Main Phone Number: 407-406-5776 The foregoing instrument was sworn to and subscribed before me by means at' D physical presence or t7 online notarization. this 3 thday of August, 2024 by Richard Pengelly , as the authorized officer or representative for the nongovernmental entity„ He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) My Commission t xpires: c'7 7 j02,5-L6 gnature of Person Taking Oath Leslie Bell (Printed, Typed. or Stamped Name ofNotary Public) jini fill Notary Public State of Florida Leslie A. Belt My Commission HH 225894 Exp. 2/7/2026 EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: 2024 v The 2024 Florida Statutes Go Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e)1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us EXHIBIT D CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA Page 11 COMPANY RESOLUTION WHEREAS, PFM Asset Management, a division of U.S. Bancorp Asset Management, Inc. (Company Name), a Delaware (State and type of incorporation, e.g., New York Corporation/LLC), desires to enter into an agreement with the City of Miami ("City" for the purpose of performing the Services described in the Supplement to which this resolution is attached; and WHEREAS, the Board of Managers at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF MANAGERS that this company is authorized to enter into the Supplement with the City, and Richard Pengelly (1st Name), the Managing Director (1st Title), and Kyle Jones (2ndName), the Managing Director (2nd Title), are hereby authorized and directed to execute the Supplement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 26th day of February, 2025. PFM Asset Management LLC, a division of U.S. Bancorp Asset Management, Inc. ("Full Name of Company") An Delaware LLC (State and type of incorporation) By: ' (Signature of 1s' Name above) Name & Title: Richard Pengeliy, Managing Director (print) By: (Signature of 2nd Name above) Name & Title: Kyle Jones, Managing Director (print) 3/10/25, 5:26 PM sunbiz.org - Florida Department of State DIVISION OF CORPORATIONS Previous on List Next on List Return to List No Filing History DP/ Ii f o! )J r an official 3raue of Roth*, web.site Fictitious Name Search Submit Fictitious Name Detail Fictitious Name PFM ASSET MANAGEMENT Filing Information Registration Number G25000033094 Status ACTIVE Filed Date 03/07/2025 Expiration Date 12/31/2030 Current Owners 1 County ORANGE Total Pages 1 Events Filed NONE FEI/EIN Number NONE Mailing Address 800 NICOLLET MALL MINNEAPOLIS, MN 55402 Owner Information U.S. BANCORP ASSET MANAGEMENT, INC. 800 NICOLLET MALL MINNEAPOLIS, MN 55402 FEI/EIN Number: 30-1298722 Document Number: F18000005800 Document Images 03/07/2025 -- REGISTRATION View image in PDF format l Previous on List Next on List Return to List Fictitious Name Search No Filing History Submit Florida Department of State, Division of Corporations https://dos.sunbiz.org/scripts/ficidet.exe?action=DETREG&docnum=G25000033094&rdocnum=G19000133680 1/1 3/10/25, 5:28 PM Detail by Entity Name DIVISION OF CORPORATIONS '! r r} r CJ2J) D i + r r i D ,. r' an official Safe of Florida svek.ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation U.S. BANCORP ASSET MANAGEMENT, INC. Filing Information Document Number F18000005800 FEI/EIN Number 41-2003732 Date Filed 12/18/2018 State DE Status ACTIVE Principal Address 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Changed: 01/07/2025 Mailing Address 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Changed: 01/07/2025 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Officer/Director Detail Name & Address Title PCD THOLE, ERIC J 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title CIOD https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=USBANC... 1/3 3/10/25, 5:28 PM PALMER, JAMES D 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title SD ERTEL, RICHARD J 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title T STEVENSON, JILL M 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title Head of Business Solutions Wise, Victoria L 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title CCO Karwejna, Leo J 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title SRVP Dolhun, Rodney 800 NICOLLET MALL MINNEAPOLIS, MN 55402 Title AS CLOUTIER, SCOTT F 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title AS DAVIDSON, SUSAN D 60 Livingston Ave West Side Flats, 3rd FI St. Paul, MN 55107 Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=USBANC... 2/3 3/10/25, 5:28 PM Detail by Entity Name Title Senior Vice President, Strategy and Business Development Breen, Kevin M 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title Assistant Secretary Johnson, Jaclyn S 800 NICOLLET MALL 17th Floor MINNEAPOLIS, MN 55402 Title Officer Brady, Marybeth 800 NICOLLET MALL FI 19 MINNEAPOLIS, MN 55402 Annual Reports Report Year Filed Date 2023 01/03/2023 2024 01/04/2024 2025 01/07/2025 Document Images 01/07/2025 --ANNUAL REPORT 01/04/2024 --ANNUAL REPORT 01/03/2023 --ANNUAL REPORT 01/11/2022 --ANNUAL REPORT 01/27/2021 --ANNUAL REPORT 02/03/2020 --ANNUAL REPORT 02/11/2019 --ANNUAL REPORT 12/18/2018 -- Foreign Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporatior https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=USBANC... 3/3 AGENDA ITEM SUMMARY FORM File ID: #17479 Date: 04/09/2025 Commission Meeting Date: 06/17/2025 Requesting Department: Department of Finance Sponsored By: District Impacted: All Type: Resolution Subject: Authorize - Investment Advisory Services - Palm Bay Purpose of Item: The nature of this item is to establish a resolution of the Miami City Commission, authorizing the full accessing beyond the City Manager's delegated authority of $50,000, of the City of Palm Bay, Florida ("Palm Bay") Contract No. 66-0-2021 /sz ("Contract") for the provision of Investment Advisory Services, for the City of Miami's Finance Department ("Finance"), pursuant to Section 18-111 of the Code of the City of Miami, Florida, as Amended, with PFM Asset Management, a Division of U.S. Bancorp Asset Management, Inc., a successor to PFM Asset Management, LLC ("PFM"), a foreign limited liability company, which was competitively solicited for a term of three (3) years from March 11, 2022, to March 10, 2025, with seven (7) additional one (1) year option to renew periods, extending the agreement to March 10, 2032, subject to any extensions and/or replacement contracts by Palm Bay, allocating funds from various sources of funds from Finance, subject to the availability of funds and budgetary approval, at the time of need; authorizing the City Manager to execute the supplemental agreement, in a form acceptable to the City Attorney, further authorizing the City Manager to negotiate and execute all other documents, including any amendments, renewals, and extensions, subject to allocations, appropriations and budgetary approval having been previously made, and in compliance with applicable provisions of the Code of the City of Miami, Florida, as amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with applicable regulations, as may be necessary for said purpose. Background of Item: On April 1, 2024, Finance accessed the Contract under the City Manager's delegated authority, for an amount up to $50,000.00, for the provision of investment advisory services and the authorized spending limit has been reached. The full accessing of the Contract beyond the City Manager's delegated authority will allow for the continued provision of said services at a rate acceptable to the City. Through the Contract, PFM will manage the City's assets at the rate of eight (8) basis points for the first $40 million and seven (7) basis points for all assets in excess of $40 million. Budget Impact Analysis Item is NOT Related to Revenue Item is an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: N/A Department of Finance Office of Management and Budget Office of Management and Budget Department of Procurement City Manager's Office City Manager's Office Legislative Division City Manager's Office Office of the City Attorney Office of the City Attorney City Commission City Commission City Commission Reviewed B Erica T Paschal Donovan Dawson Marie Gouin Annie Perez Larry M. Spring Natasha Colebrook -Williams Valentin J Alvarez Arthur Noriega V Thomas M. Fossler George K. Wysong III Todd B. Hannon Nicole Ewan Maricarmen Lopez Department Head Review Budget Analyst Review Budget Review Procurement Review Assistant City Manager Review Deputy City Manager Review Legislative Division Review City Manager Review ACA Review Approved Form and Correctness Meeting Meeting Meeting Completed 04/09/2025 4:19 PM Completed 04/14/2025 6:27 PM Completed 04/15/2025 10:40 AM Completed 05/04/2025 2:28 PM Completed 05/08/2025 10:03 AM Completed 05/08/2025 11:23 AM Completed 05/08/2025 11:39 AM Completed 05/08/2025 6:05 PM Completed 05/13/2025 11:10 PM Completed 05/13/2025 11:04 PM Completed 05/22/2025 9:00 AM Completed 06/12/2025 9:00 AM Completed 06/17/2025 9:00 AM City of Miami Legislation Resolution Enactment Number: R-25-0212 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17479 Final Action Date:6/17/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION PURSUANT TO SECTION 18- 111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AUTHORIZING THE PURCHASE OF INVESTMENT ADVISORY SERVICES ON AN AS -NEEDED BASIS FROM U.S. BANCORP ASSET MANAGEMENT, INC. D/B/A PFM ASSET MANAGEMENT ("PFM") UTILIZING THE CITY OF PALM BAY, FLORIDA, CONTRACT NO. 66-0-2021/SZ ("PALM BAY CONTRACT"), AWARDED PURSUANT TO A COMPETITIVE PROCESS IN COMPLIANCE WITH THE CITY LAWS, POLICIES, AND PROCEDURES, AS DETERMINED BY THE CHIEF PROCUREMENT OFFICER, FOR A TERM OF FOUR (4) YEARS FROM MARCH 1, 2022, THROUGH FEBRUARY 27, 2026, WITH SIX (6) REMAINING OPTIONS TO RENEW FOR ADDITIONAL ONE (1) YEAR PERIODS; ALLOCATING FUNDING FROM VARIOUS SOURCES WITHIN THE FINANCE DEPARTMENT'S OPERATING BUDGET, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THE SUPPLEMENTAL AGREEMENT, DATED APRIL 1, 2024, WITH PFM, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO REMOVE THE NOT -TO -EXCEED $50,000.00 CONTRACT LIMIT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY DOCUMENTS, INCLUDING RENEWALS, EXTENSIONS, OR AMENDMENTS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, SUBJECT TO ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVAL, AND COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, AND IN COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE NECESSARY FOR SAID PURPOSE; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on April 1, 2024, City of Miami ("City") entered into a supplemental agreement with PFM Asset Management LLC ("Supplemental Agreement") for the provision of investment advisory services ("Services") utilizing City of Palm Bay Contract No. 66-0-2021/SZ ("Palm Bay Contract"), which was awarded pursuant to a competitive process in compliance with the City's laws, policies, and procedures as determined by the Chief Procurement Officer, with a not -to -exceed contract amount of $50,000.00, pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code"); and WHEREAS, the City's total expenditure on the Supplemental Agreement has reached the $50,000.00 not -to -exceed contract amount; and WHEREAS, Section 18-111 of the City Code provides further expenditures in excess of $50,000.00 shall be subject to approval by the City Commission; and WHEREAS, authorization for expenditures in excess of the $50,000.00 contract amount will allow for the continued provision of the Services at a rate that is acceptable to the City; and WHEREAS, since the execution of the Supplemental Agreement, U.S. Bancorp Asset Management, Inc. has acquired PFM Asset Management LLC and has succeeded it as the party in interest; and WHEREAS, pursuant to Section 18-111 of the City Code, the City Commission desires to authorize further expenditures on the Supplemental Agreement in excess of $50,000.00 on an as -needed basis, subject to availability of funds and budgetary approval at the time of need; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA. Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Pursuant to Section 18-111 of the City Code, the purchase of the Services in excess of $50,000.00 on an as -needed basis from U.S. Bancorp Asset Management, Inc. d/b/a PFM Asset Management utilizing the Palm Bay Contract for a term of four (4) years from March 1, 2022, through February 27, 2026, with six (6) remaining options to renew for additional one (1) year periods, subject to any renewals or extensions by Palm Bay, is hereby authorized' subject to the availability of funds and budgetary approval at the time of need. Section 3. Funds to be allocated by the various sources of funds from the Finance Department's Operating Budget, subject to availability of funds and budgetary approval at the time of need. Section 4. The City Manager is authorized' to negotiate and execute an amendment to the Supplemental Agreement, in a form acceptable to the City Attorney, to remove the not -to - exceed $50,000.00 contract amount. Section 5. The City Manager is further authorized1 to negotiate and execute all other documents, including any renewals, extensions, and amendments, all in forms acceptable to the City Attorney, subject to allocations, appropriations, and budgetary approval having been previously made, and in compliance with applicable provisions pursuant to Chapter 18 of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in the City Code, and in compliance with applicable laws, rules, and regulations, as may be necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ge Wyy ng III, C y ttor -y 5/13/2025 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, September 16, 2025 1:03 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Fossler, Thomas; Johnson, Antiwonesha Subject: PFM Investment Advisory Services Palm Bay 66-0-2021.SZ (matter 24-312) Attachments: PFM Investment Advisory Services Palm Bay 66-0-2021.SZ (matter 24-312).pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Antiwonesha: Please close Matter 24-312. Thank you, Aimee candaniltai Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i