AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made on June 19, 2018 (the "Agreement") by and between, PFM Asset Management LLC (hereinafter referred to as the "Contractor"), and the City of Santa Maria, a California Municipal Corporation ("City"), in Santa Maria, California, based on the following recitals:
WHEREAS, the City desires certain investment management services as hereinafter described; and
WHEREAS, the City desires to engage the Contractor to provide these investment management services by reason of its qualifications and experience for performing such services and Contractor has offered to provide the required services on the terms and in the manner set forth herein; and
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01. Term and Termination. The term of this Agreement is one (1) year, beginning on the date first written above. Following evaluation by the City at the end of the term, this Agreement may be extended up to one (1) additional year upon mutual consent of the parties. This Agreement may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law. Termination for breach is effective 14 days· after deposit of notice as specified in this Agreement. This Agreement may also be terminated for convenience. Termination is effective thirty (30) days after notice.
2.02. Services to be Performed. Contractor shall determine the method, details and means of providing investment advisory services. More specifically, Contractor agrees to perform the specific services described in Section 5.01 hereof.
2.03. City's Duties. City's duties under this Agreement are to cooperate with Contractor in the performance of the agreement and timely pay invoices.
2.04. Payment. Payment terms under this Agreement are listed in Exhibit "A"
2.05. Insurance. Contractor shall provide insurance as listed in Exhibit "B."
2.06. Exhibits. Exhibits "A" and "B" are attached hereto and incorporated herein by reference.
3. Contractor's Obligations.
3.01. Minimum Amount of Service. Contractor shall devote sufficient time to perform services efficiently and effectively under this Agreement. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor's sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement.
3.03. Status. Contractor (including its employees) is an independent contractor.
No employer/employee relationship exists between Contractor and the City. Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contractor under this agreement.
3.04. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without Attachment /\
ATTACHMENT C
limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor or its employees. The provisions of this paragraph survive completion of the services or the termination of this Agreement. The provisions of this section are not limited by the provisions of the section relating to insurance.
4. Miscellaneous.
4.01. Notices. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of the City and a representative of the Contractor, listed below. It is essential to the acceptable performance of this Agreement that City's everyday contacts with the contractor occur with individuals whose expertise and responsiveness are acceptable to the City. A material part of the consideration in awarding to Contractor was the specific, qualified individuals assigned to this Agreement and their commitment to the City's account.
Shouid any oi these individuais change during the term of this agreement, the City shall be entitled to approve their replacements. All notices by the Contractor shall be addressed as follows unless a written change is filed with and accepted by the City; all notices by the City shall be addressed as follows:
To: City
Attn: Mary Harvey, Director of Finance
City of Santa Maria
110 E. Cook St., Rm. 6
Santa Maria, CA 93454
Ph: 805.925.0951 x2214
Email: [email protected]
To: Contractor
Attn: Monique Spyke, Managing
Director
PFM Asset Management LLC
50 California Street, Suite 2300
San Francisco, CA 94111
Ph: 415.982.5544
Email: [email protected]
Any written notices required under this Agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance with Laws, etc. Contractor shall keep itself fully informed of and shall observe and comply with all applicable State and Federal laws and county and City ordinances, regulations and adopted codes during its performance of this Agreement.
4.03. Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties.
4.04. Interpretation. This Agreement shall be interpreted in accordance with the laws of the State of California.
4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this Agreement shall be in the northern Santa Barbara County, State of California.
4.06. Warranty of Authority. Each person signing this Agreement on behalf of a party warrants that he or she has authority to do so.
4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. The provisions of this Agreement are severable. If any part of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
Attachment A