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HomeMy WebLinkAboutContractAGREEMENT FOR INVESTMENT ADVISORY SERVICES THIS AGREEMENT, dated for reference purposes only as November 12, 2025, is by and between the City of Renton (the “City”), a Washington municipal corporation, and U.S. Bancorp Asset Management, Inc. (“Consultant”), a Delaware corporation. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work:Consultant, through its PFM Asset Management division, agrees to provide investment advisory services as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the “Work.” 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth inExhibit A or as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement upon its effective date and continue through December 31, 2028, unless the Agreement terminated pursuant to Section 3, or extended by written amendment. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement throughout its full term of performance shall not exceed six hundred thousand ($600,000), plus any applicable state and local sales taxes. Compensation shall be paid for Work actually provided pursuant to the percentage based rate specified in Exhibit A, with no right to reimbursement for costs, overhead, or other expenses incurred in the performance of Work. Exceptas specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly basis, the Consultant shall submit an invoice as described in Exhibit A. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements ! "        CAG-26-029 PAGE 2 OF 16 of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.The City agrees to provide the Consultant with prompt notice of any event of non-appropriation. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. Consultant 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 Consultant. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the Cityafter partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and ! "         PAGE 3 OF 16 Standard Plans for Road, Bridgeand Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than five years after the creation of the record. With thirty (30) days advance written notice to Consultant and no more than once per Agreement year, the Consultant agrees to allow the auditor(s) access to such materials/records related to contract performance during normal business hours and in such a manner as to not interfere with normal business activities. Consultant’s sensitive or confidential information can be viewed by the City at a Consultant location or via a video conference call, however the City may not record or create copies of Consultant’s sensitive or confidential information. 8. Public Records Compliance: Upon the request of the City, and if required under the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: ! "         PAGE 4 OF 16 A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City .The City acknowledges that Consultant acts as City’s agent when trading securities on behalf of the City and Consultant acknowledges that its employees are not employees of the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the ! "         PAGE 5 OF 16 Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’sCode of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. ! "         PAGE 6 OF 16 D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall include the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within five (5) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable controloccur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Sean Yi 1055 South Grady Way Renton, WA 98057 CONSULTANT PFM Asset Management, a division of U.S. Bancorp Asset ! "         PAGE 7 OF 16 Phone: (425) 430-6938 syi@rentonwa.gov Management, Inc. Luke Schneider, Managing Director 1101 W. Washington St. Tempe, AZ 85288 Phone: (520) 260-1574 schneiderl@pfmam.com 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085, which is attached hereto as Exhibit B If there is a conflict between federal, state, and local laws and regulations, federal law will supersede to the extent compliance with the state or local laws would be preempted by federal law. 18. Miscellaneous:The parties hereby acknowledge: ! "         PAGE 8 OF 16 A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City’s project manager is Sean Yi. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the ! "         PAGE 9 OF 16 body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, ! "         PAGE 10 OF 16 successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. O. INVESTMENT ADVISER PROVISIONS (a) Investment Management Services. (i) The City hereby engages the Consultant to serve as investment adviser under the terms of this Agreement with respect to the City’s account(s) (the “Account”), and the Consultant accepts such engagement. In connection therewith, the Consultant will provide investment research and supervision of the Account’s investments and conduct a continuous program of investment and evaluation of the Account’s assets. The Consultant shall continuously monitor investment opportunities and evaluate investments of the Account. The Consultant shall furnish the City with statistical information and reports with respect to investments of the Account. The Consultant shall place all orders for the purchase, sale, loan or exchange of portfolio securities for the City’s account with brokers or dealers recommended by the Consultant and/or the City, and to that end the Consultant is authorized as agent of the Cityto give instructionsto the custodian designated by the City (the “Custodian”) as to deliveries of securities and payments of cash for the account of the City. In connection with the selection of such brokers and dealers and the placing of such orders, the Consultant is directed to seek for the City 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 Consultant by such brokers and dealers. ! "         PAGE 11 OF 16 (ii) City and Consultant agree on the following explicit roles in the conduct of the investment decisions, and Consultant’s authority to implement those decisions. Consultant shall have no discretionary authority under this Agreement. Consultant shall make investment recommendations to the Cityin accordance with the Plan's written Investment Policy Statement (which may be updated upon written notice from the City to the Consultant without formal amendment to the Agreement). City agrees to evaluate the recommendations presented, and to either accept, reject, or modify the investment recommendations provided. The City is not limited to Consultant’s recommendations in the choice of investment decisions regarding the investment or the allocation of funds among those products, and Consultant may assist in the implementation of some or all investment decisions. Consultant will analyze the City’s asset class/style performance, investment risk asset allocation mix and investment expenses and provide periodic reports to City. (iii) In advising City’s Account, Consultant will rely upon information that City furnishes to Consultant without any obligation to verify such information. City agrees to notify Consultant promptly of any significant change in City’s financial circumstances or investment objectives that might affect the Investment Policy Statement or otherwise affect the manner in which the Account should be managed. City will promptly notify Consultant in writing if City considers any investments recommended or made for the Account to violate the Investment Policy Statement. City may at any time direct Consultant to sell such securities or take such other lawful actions as City may specify to effect compliance of the Account with the Investment Policy Statement. City also agrees to provide Consultant with such additional information as Consultant may request from time to time to assist it in advising the Account. Consultant's authority under this Agreement will remain in effect until changed or terminated by City in writing as contemplated by the terms of this Agreement. (iv) City may at any time add or withdraw assets from its Account, provided City gives Consultant reasonable notice. ! "         PAGE 12 OF 16 (b) Other Compensation. If and to the extent that the City shall request the Consultant to render services other than the investment advisory services under this Agreement, such additional services shall be compensated separately on terms to be agreed upon between the Consultant and the City in writing. (c) Expenses. Except as expressly provided otherwise herein, the Consultant and City shall pay all of theirown expensesincurred for performing their obligations under this Agreement and/or for related purposes, without right to reimbursement from the other Party. For the City, this includes, without limitation, paying their own taxes, commissions, fees and expenses of the City's independent auditors and legal counsel, if any, including, but not limited to, those incurred in responding to any subpoenas, brokerage and other expenses connected with the execution of portfolio security transactions, insurance premiums, and fees and expenses of the Custodian. (d) Registered Adviser. The Consultant hereby represents it is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Consultant shall immediately notify the City if at any time during the term of this Agreement it is not so registered or if its registration is suspended. (e) Consultant’s Other Clients. The City understands that the Consultant performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. The City agrees that the Consultant, 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 Consultantshall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that the Consultant, 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. (f) Force Majeure. The Consultant shall have no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of the Consultant or other financial 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. (g) Consultant’s Standard of Care. The Consultant agrees to perform its duties and responsibilities under this Agreement with reasonable care. Except as may otherwise ! "         PAGE 13 OF 16 be provided by law, Consultant will not be liable to City for (a) any loss that City may suffer by reason of any investment decision made or other action taken or omitted in good faith by Consultant with that degree of care, skill, prudence, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; (b) any loss arising from Consultant's adherence to City's Investment Strategy Policy Statement and/or instructions; or (c) any act or failure to act by Custodian, any broker or dealer to which Consultant directs transactions for the Account, or by any other third party. City shall indemnify and defend Consultant and its officers and employees and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of City or any custodian, broker, agent or other third party selected by Consultant in a commercially reasonable manner or selected by City, except as arise from Consultant's breach of fiduciary duty to City. Notwithstanding anything to the contrary set forth in the Investment Policy Statement, Consultant will not be responsible for determining or ensuring that City's Investment Policy Statement are or will remain compliant with any laws or regulations applicable to City. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that City may have under those laws. (h) Books. Consultant will furnish information, reports or statements at such times and in such manner as City may from time to time reasonably request, and Consultant shall report to City regularly at such times and in such detail as City may from time to time reasonably determine to be appropriate, in order to permit City to determine that Consultant’s Account assets areconsistent with the Investment Policy Statement. Securities in the Account that are listed on a national securities exchange will be valued at the closing price on the principal market on which the securities are traded on the valuation date. Other securities or investments in the Account will be valued in a manner determined in good faith by Consultant in accordance with Consultant's valuation methods and procedures to reflect fair market value. Consultant will send reports or statements to the address set forth on the signature page of this Agreement or such other address to which City may request in writing that they be sent. (i) Brochure and Brochure Supplement. City acknowledges that it has been provided with all information necessary in connection with the services to be provided by Consultant hereunder, including a copy of Parts 2A and 2B of Consultant's Form ADV prior to or at the time of City's execution of this Agreement. (j) Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument. Counterpart signature pages may be delivered by email or ! "         PAGE 14 OF 16 other means of electronic transmission. Electronic signatures will be deemed original signatures for all purposes. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ CONSULTANT By:____________________________ ƌŵŽŶĚŽWĂǀŽŶĞ DĂLJŽƌ Luke Schneider Managing Director _____________________________ Date ____ ___ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Shane Moloney City Attorney ! "           #   2/9/2026 Approved by Shane Moloney via email 12/31/2025 PAGE 15 OF 16 Exhibit A Scope of Services: 1. Provide full-time, non-discretionary investment advisory services of the portion of the City’s portfolio under advisement. 2. Be available in a timely manner, in person, by telephone or e-mail, for consultation or advice. 3. Review and recommend modifications, as needed, to the City Investment Policy. 4. Attend all quarterly Investment Committee meetings and prepare and present written reports to include economic summary information, City investment activity and City compliance with approved policies and state statues, without separate charge for costs of such attendance. 5. Perform an independent third-party review of the total portfolio and individual trades. 6. Evaluate the overall risk to the portfolio associated with securities maintained in the portfolio. Review, recommend, and assist with implementing changes to the current investment portfolio and strategy. 7. Evaluate the current benchmarking techniques used to assess the portfolio performance, and if needed, provide the City assistance in establishing new benchmarks. 8. Provide investment advice including break-even analysis and strategic recommendations for portfolio rebalancing to optimize investment opportunities. An example would include the recommendations made to sell low yield securities and replace them with higher yielding securities. 9. Determine if current reporting practices are adequate, and/or recommend appropriate modifications. 10. Comply with all Federal and applicable State of Washington laws as well as ordinances, resolutions and policies of the City relating to investment of public funds, as reflected in the Investment Policy Statement. 11. Annually perform due diligence reviews of current and proposed broker/dealers as described in the City investment policy. Monitor the creditworthiness of the financial institutions with which the City does business. Assist in in keeping the authorized financial institution list updated. Monitor the creditworthiness of the City’s depository and custodian bank and investments in the portfolio. 12. Provide a statement of upcoming cash flows including maturities, coupons, called securities and potential callable investments for a period of 45 days weekly to the City. Upon request, able to perform a statement of upcoming cash flows for a six-month period. 13. Provide City staff investment training and technical advice as needed. This includes working with City staff to assure coordination of investment trades, delivery of the securities and availability of funds. Assist with trade settlements. Obtain and document competitive prices for securities transactions. Provide technical and fundamental market research including yield curve analysis and future interest rate movements. ! "         PAGE 16 OF 16 14. Provide itemized invoices of charges and periodic status reports on the services provided by the firm on monthly basis. Fee Structure: For services provided by the Consultant pursuant to this Agreement, the City shall pay the Consultant amonthly feebased on the daily net assets under management at the annualized percentage rate of 4 basis points (0.04%). “Daily net assets” is defined to include the amortized value of securities, accrued interest and the market value of cash or any money market fund balance. The Consultant’s annual fee shall start to accrue as of the date that the City’s Account is funded. The minimum monthly fee is $3,330. For avoidance of doubt, in any month commencing with the funding of the Consultant’s Account where the amount of the fee calculated under the schedule above is less than the amount of such equal monthly installment, then the amount of such equal monthly installment shall be applied. The Consultant will bill the City monthly for service performed under this Agreement, said bill to include a statement indicating the basis upon which the fee was calculated. The City shall pay to the Consultant the amount payable pursuant to this Agreement not later than on the 15th day of the month following the month during which the Consultant's statement was rendered. If and to the extent that the City shall request the Consultant to render services other than those to be rendered by the Consultant hereunder, such additional services shall be compensated separately on terms to be agreed upon between the Consultant and the City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xhibit B ! "         ! "         ! "