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Home My WebLink AboutC14-328 Public Trust Advisors, LLCINVESTMENT ADVISORY AGREEMENT is Ines ment Advisory Agreement (the "Agreement") is entered into as of theZ3ay of 2014, (the "Effective Date"), by and between Public Trust Advisors, LLC, (Publ c Trust) a Colorado limited liability company (the "Investment Manager") and Eagle County, Colorado, a body corporate and politic (the "Client"). In consideration of the mutual covenants contained in this Agreement, Investment Manager and Client agree as follows: 1. Appointment as Investment Manager. Client appoints Investment Manager, and Investment Manager accepts such appointment, to provide investment advisory services and act as an investment adviser with respect to only the specified assets placed by Client under the Investment Manager's supervision (collectively, the "Account" or "Accounts"). Nothing herein shall preclude Client from placing assets with other or different investment managers or modifying the assets which comprise the Account or Accounts all as determined by Client in its sole discretion. 2. Investment Manager Services. (a) Subject to the Investment Policy Statement (as defined below), the Investment Manager, commencing on the Effective Date, shall provide the services set forth in Exhibit A and as set forth in the Agreement and shall make such recommendations to Client concerning the investment, reinvestment or management of the assets in the Account. The Investment Manager agrees to make such recommendations to the Client as to changes, including the acquisition and sale of securities held in the Account, as the Investment Manager from time to time deems appropriate and permissible under the laws governing this Agreement. Unless otherwise agreed to in writing, the Client will have the sole responsibility for transmitting orders for the Account to the broker/dealer it selects. The Investment Manager will assist Client in seeking competitive bids and offers from primary broker/dealers for each transaction involving the Account. The Investment Manager shall not provide, or otherwise be responsible for, the maintenance of books and records, reporting, audit, tax or other general administrative services with respect to the Account. (b) In furtherance of this Agreement, including but not limited to Section 2(a) above, and except for the express limitations contained herein and in the Investment Policy Statement, Client hereby designates and appoints Public Trust Advisors, LLC, as one of Client's investment managers. 3. Investment Guidelines, Investment Policy Statement. The Investment Manager agrees to provide management advice concerning the Client's assets within the Account or Accounts in accordance with the Client's Investment Policy Statement which is attached hereto as Exhibit B. The Investment Policy Statement contains written investment guidelines and restrictions for the management of the Account. Investment Manager agrees to use its best efforts to make investment decisions in accordance, and consistent with, the Investment Policy Statement and applicable Colorado and Federal law. Client may provide the Investment Manager an amended Investment Policy Statement at any time, from time to time, and the Investment Manager will use its best efforts to implement such amended Investment Policy Statement as soon as practicable. Notwithstanding the preceding, in no event will the Investment Manager follow any Page 1 of 13 rid f l provision of the Investment Policy Statement or any provision of this Agreement that Investment Manager determines would contravene any applicable law, rule, or regulation of any governmental authority or securities exchange to which it is subject; provided that Investment Manager shall give Client prompt written notice of such determination. 4. Custody of Assets. (a) Investment Manager shall not hold or have custody or possession of any cash, securities or other properties of Client or assets of the Account. Custodians selected and designated by Client (the "Designated Custodians") shall have the responsibility to consummate any and all purchases, sales, deliveries, receipts and other transactions made with respect to the Account, the collection of all income (including, but not limited to, interest and dividends) and the acquisition and safekeeping of the assets, securities, funds, and other properties comprising the Account. By entering into this Agreement, the Client in no way surrenders ownership of the assets. (b) Client agrees to promptly furnish, or to cause the Designated Custodians to promptly furnish, to Investment Manager all data and information Investment Manager may reasonably request to render the services described in this Agreement. (c) The Client shall instruct the Designated Custodians to (i) carry out all transactions directed, in writing or electronically, by the Client and not Investment Manager, (ii) confirm, in writing or electronically, all completed transactions to the Investment Manager and (iii) cooperate with the Investment Manager in its performance under this Agreement. (d) Exhibit D includes a list of the individuals who are authorized to act on behalf of the Client and which may be modified by written notice from Client to Investment Manager from time to time. The Investment Manager will be fully protected in relying upon any notice, instruction, direction, or communication that it reasonably believes (based upon the most recent notice that has been received by the Investment Manager) to have been executed by an individual who is authorized to act on behalf of the Client. Management Fee and Expenses. For the Investment Manager's services to the Client under this Agreement, the Client agrees to pay the Investment Manager an annual fee, in monthly installments, payable on the first day of each month, based on the market value of daily net assets under management of the Client at an annual rate based on the table below: Client will not withhold any taxes from monies paid to the Investment Manager hereunder and Investment Manager agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms in this Agreement. Notwithstanding anything to the contrary contained in this Agreement. Client shall have no obligations under this Agreement after, nor shall any payments be made to Investment Manager in Page 2 of 13 respect of any period after December 31 of any year, without an appropriation therefor by Client in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. Seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). If the Board of County Commission does not appropriate as described above, the Client will notify the Investment Manager within 30 days after December 31 of any year. 6. Track Record. The Investment Manager shall have the right to acknowledge Client as its client and use the track record of (i) the Account from the Effective Date until the Termination Date and (ii) the Client's investment assets. During the term of this Agreement and for such period thereafter that Investment Manager continues to show any such track record, and for a period of at least the period shown in any such track period plus six years thereafter, the Client shall make available, and/or cause the Designated Custodians to make available, to the Investment Manager, at the Investment Manager's expense, all information reasonably necessary for the Investment Manager to compile, verify and to use these track records; provided such information shall not be unreasonably burdensome to the Client (other than pursuant to the satisfaction of applicable law or regulation). The Investment Manager shall indemnify and hold harmless, including payment of attorney fees and costs, the Client for any claims that arise from the Investment Manager's use of such information. 7. Term and Termination. This Agreement shall be for a (1) year term from the date of execution and may be amended for additional terms as agreed between the parties in writing. The Agreement shall terminate at the Client's discretion, with or without cause and without penalty therefor, any time provided the Client has provided the Investment Manager at least 30 days' prior written notice or at the Investment Manager's discretion, with or without cause and without penalty any time provided the Investment Manager has provided the Client at least 30 days' prior written notice. As fees are payable monthly, in arrears, the Client will pay to the Investment Manager after any such termination a prorated share of fees due it computed as of the date of termination. Contributions and Withdrawals. The Client shall determine what assets will be transferred to or from the Account from time to time and shall promptly notify the Investment Manager, in writing, of its determinations in this regard, prior to doing so. The Client shall provide the Investment Manager with reasonable written notice of all withdrawals and contributions. 9. Other Clients; Allocation; Other Disclosures. Client acknowledges it has received the Investment Managers' ADV Part II dated March 25, 2014, as amended (the "ADV Part II"). Client acknowledges that the Investment Manager may give advice and take action with respect to other clients that may differ from advice given or the timing or nature of action taken with respect to Client. 10. Brokerage Fees; Account Transactions. Approved dealers and brokers are identified in the Investment Policy Statement which is Page 3 of 13 attached as Exhibit B. The Investment Manager will seek "best execution," as described more fully in the ADV Part II, for any such transactions. 11. Client's Representations and Warranties. The Client represents, warrants, and agrees that: (a) the Client's execution, delivery, and performance of this Agreement do not violate or conflict with any agreement or obligation to which the Client is a party or by which the Client or its property is bound, whether arising by contract, operation of law, or otherwise; (b) this Agreement has been duly authorized by all appropriate action of the Client and when executed and delivered will be a legal, valid, and binding agreement of the Client; (c) this Agreement constitutes an arms -length agreement between the Client and the Investment Manager, and the Client understands the method of compensation provided for herein and its risks; (d) it has received and read a copy of the ADV Part II. 12. Investment Manager's Representations and Warranties. The Investment Manager represents, warrants, and agrees that: (a) it is duly incorporated, validly existing, and in good standing (to the extent any representation as to good standing can be made under applicable law) under the laws of its jurisdiction of organization; (b) the Investment Manager's execution, delivery, and performance of this Agreement do not violate or conflict with any agreement or obligation to which the Investment Manager is a party or by which the Investment Manager or its property is bound, whether arising by contract, operation of law, or otherwise; (c) this Agreement has been duly authorized by all appropriate action of the Investment Manager and when executed and delivered will be a legal, valid, and binding agreement of the Investment Manager, enforceable against the Investment Manager in accordance with its terms, and the Investment Manager will deliver to the Client such evidence of such authority as the Client may reasonably require, whether by way of a certified resolution or otherwise; (d) as of the date of this Agreement the Investment Manager is a registered investment adviser under the Advisers Act, and at all times that this Agreement is in effect, the Investment Manager shall be either registered or exempt from such registration. Further, Investment Manager shall; immediately notify Client if Investment Manager's registration is suspended or terminated during the term hereof. (e) to the best of Investment Manager's knowledge, neither the Investment Manager nor its affiliates are subject to any order, judgment or decree described in Section 203(e) or (f) of the Advisers Act or has received notice that it is currently under investigation by any regulatory body that could give rise to such an order, judgment or decree; and Page 4 of 13 C C (f) the foregoing representations and warranties shall be continuing during the term of this Agreement, and if at any time during such term any event occurs which would make any of the foregoing representations and warranties untrue or inaccurate in any material respect, the Investment Manager promptly will notify the Client of such event and of any resulting untruths or inaccuracies. 13. Standard of Care, Insurance and Indemnification. (a) The Investment Manager, its employees, officers, directors, agents or sub -contractors will at all times perform the services and duties called for in this Agreement in a competent, professional manner in accordance with industry standards and applicable law. (b) To the extent permitted by law, Investment Manager agrees to faithfully discharge the duties set forth herein and shall indemnify and hold harmless Eagle County, its officers, officials, agents and employees (hereinafter referred to as "Indemnitees" from and against all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") from and against any and all claims resulting from the acts, omissions and negligent conduct of Investment Manager or any of its employees, officers, directors, agents or subcontractors with respect to the duties and services to be provided under this Agreement. This indemnity includes any claim arising out of Investment Manager's failure to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitees shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the Indemnitees, be indemnified by Investment Manager from and against any and all claims. It is agreed that Investment Manager will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this agreement, Investment Manager agrees to waive all rights of subrogation. (c) Investment Manager agrees to provide and maintain at its sole cost and expense the following insurance coverage with limits of liability not less than those stated below. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Commercial General Liability coverage to include bodily injury and property damage and liability assumed under an Insured Contract including defense costs. The policy shall be endorsed to include the following additional insured language "Eagle County, its subsidiary, parent, associated and/or affiliated entities, successors or assigns, its elected officials, trustees, employees, agents and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of Investment Manager." Limits of liability shall be not less than $1,000,000 in the general aggregate; $1,000,000 products/completed operations aggregate; $1,000,000 per occurrence, and $1,000,000 personal/advertising injury. iii. Bankers Professional Liability (including errors and omissions liability) or its equivalent. This policy shall cover professional misconduct or lack of ordinary skill for those Page 5 of 13 employees, officers, directors, agents or subcontractors of Investment Manager performing any duties or services under this Agreement. In the event the professional liability insurance required by this Agreement is written on a claims made basis, Investment Manager warrants that any retroactive date under the policy shall precede the effective date of this Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years from the time the Agreement ends or is earlier terminated. The insurance shall be in a form and with an insurer or insurers satisfactory to Client, with limits of liability of not less than $10,000,000 per loss and $10,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Investment Manager warrants that any retroactive date under the policy shall precede the effective date of this Agreement. b. Other Requirements. i. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A -VII. ii. Investment Manager's insurance coverage shall be primary and non- contributory with respect to all other available sources. iii. Investment Manager will notify the client within 5 business days if the Investment Manager cancels its policies and does not immediately replace them with policies that conform the Clients requirements in this Agreement. In the event Investment Manager fails to continuously maintain insurance during the term of this Agreement, Client may immediately terminate this Agreement. iv. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. V. Investment Manager's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit C. Upon request, Investment Manager shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from Client, and hereby authorizes Investment Manager's broker, without further notice or authorization by Investment Manager, to immediately comply with any written request of Client for a complete copy of the policy. vi. Investment Manager shall advise Client in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Investment Manager, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish Client a new certificate of insurance showing such coverage. vii. If Investment Manager fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to Client, Client shall be entitled to immediately terminate this Agreement. Page 6 of 13 viii. The insurance provisions of this Agreement shall survive expiration or termination hereof. ix. The parties hereto understand and agree that the Client is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to Client, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. X. Investment Manager is not entitled to workers' compensation benefits except as provided by the Investment Manager, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Investment Manager or some other entity. The Investment Manager is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. xi. On insurance policies where Client is named as an additional insured, the Client shall be an additional insured to the full limits of liability purchased by the Investment Manager even if those limits of liability are in excess of those required by this Agreement. xii. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. 14. Anti -Money Laundering. The Client understands and agrees that the Investment. Manager prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (i) in contravention of any applicable laws and regulations, including anti -money laundering regulations or conventions, (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), available at http://www.treas.gov/ofac, as such list may be amended from time to time, (iii) for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure, unless the Investment Manager, after being specifically notified by the Client in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (iv) for a foreign shell bank (as defined in USA PATRIOT Act) (such persons or entities in (i) — (iv) are collectively referred to as "Prohibited Persons"); The Client represents, warrants, and covenants that: it is not, nor is any person or entity controlling, controlled by or under common control with it, a Prohibited Person. 15. Agency Transactions. The Client acknowledges that it is aware and understands that the Investment Manager or its affiliates may effect agency transactions between their respective advisory clients, which may include the Account, provided, with respect to any such agency transaction, neither the Investment Manager Page 7 of 13 nor any of its affiliates acts as a broker within the meaning of Section 206(3) of the Advisers Act. The Investment Manager shall obtain Client's advance written approval to effect such agency transactions involving the Account. 16. General Provisions. (a) Notice. Unless otherwise specified herein, all notices, instructions, and any advice in connection with transactions or other matters contemplated by this Agreement shall be deemed to be duly given when received by hand, by email (if confirmed by reply email or by telephone), or by facsimile with confirmation of receipt as follows: If to the Investment Manager: Public Trust Advisors, LLC 99918 1h Street, Ste. 1230 Denver, CO 80202 Phone: 303-244-0463 Fax: 303-292-3402 If to Client: Karen Sheaffer County Treasurer Eagle County 500 Broadway Post Office Box 479 Eagle, CO 81631 Phone: 970-328-8868 Fax: 970-328-8879 Either party hereto may, from time to time by notice in writing served upon the other as set forth above designate a different mailing address or a different or additional person to which all such notices or demands thereafter are to be addressed. (b) Governing Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the state of Colorado, without regard to the conflicts of laws principles thereof. The Investment Manager and the Client agree that any dispute, controversy or action, whether equitable or legal, shall be brought in the Eagle County District court located in Eagle County, Colorado and the parties to this Agreement unconditionally and irrevocably waive any and all jurisdictional, venue and convenience objections and defenses that they may have in any such action. (c) Severability. Each section of this Agreement and any and every provision therein shall be severable from every other section of the Agreement and any and every provision thereof, and the invalidity or unenforceability of any section or provision by any court shall not affect the validity of any other section or provision of this Agreement and such remaining provisions shall remain and continue to be in full force and effect. Page 8 of 13 (d) Entire Agreement. This Agreement and all attached exhibits and documents which are incorporated herein embodies the entire Agreement of the parties hereto with respect to the subject matter hereof. All prior agreements, understandings, and negotiations (including, without limitation, any memoranda of understanding or letters of intent) are merged herein and superseded hereby. In the event of any conflict between the provisions of this Agreement and any exhibit or attachment hereto or any document incorporated herein, the provisions of this Agreement shall control. (e) Amendment. This Agreement, including the exhibits hereto (with the exception of Client's Investment Policy Statement which may be amended from time to time by Client as set forth in this Agreement), may not be amended unless such Amendment is in writing and signed by the parties sought to be bound. Except as provided herein, no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. (f) Force Majeure. Notwithstanding anything in this Agreement to the contrary, neither party shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Account resulting from any event beyond the reasonable control of such party or its agents, including but not limited to nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition, or enforcement by any such governmental authority of currency restrictions, exchange controls, levies, or other charges materially impairing the Account's property; or the breakdown, failure or malfunction of any utilities or telecommunications systems, or any order or regulation of any banking or securities industry, including changes in market rules and market conditions materially impairing the execution or settlement of transactions; or acts of war, terrorism, insurrection, or revolution; or acts of God. (g) Waivers. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power, or privilege hereunder, nor any single or partial exercise of any right, power, or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. (h) Titles or Headings. Titles or headings are not part of this Agreement, are for convenience of reference only, and shall have no effect on the construction or legal effect of this Agreement. (i) Independent Contractor. The Investment Manager represents and warrants that it is and shall be an independent contractor and shall, at its sole cost and expense, and without any additional compensation (except as provided herein), comply with all applicable laws, rules and regulations, including the payments of all income taxes, social security contributions and other applicable local, state and federal taxes and insurance for Investment Manager, including the Primary Account Manager and its other employees. 0) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (k) Additional Documents. The Investment Manager and the Clint agree to execute such additional documents, and to perform such further acts, as may be reasonable and necessary to carry Page 9 of 13 l out the provisions of this Agreement. (1) Cumulative Remedies. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity. (m) Assignment. This Agreement may not be assigned by Client without the prior written consent of the Investment Manager, and this Agreement may not be assigned by the Investment Manager without the prior written consent of the Client, provided (i) the Investment Manager may assign this Agreement to an entity controlled by the Investment Manager or its general partner without the consent of the Client; and (ii) the Client may assign its interests, indirectly or directly, to any entity controlled by Client without the consent of the Investment Manager. Notwithstanding the foregoing, an assignment shall not be made without giving a least 30 days prior written notice to the other party regardless of whether consent to the assignment is required. (n) No Waiver. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Client may have under federal or state securities laws. (o) Cooperation. In order that the Client may be kept informed of the status and activities in the Account, the Investment Manager will take all steps necessary to ensure that each broker/dealer who executes a transaction on behalf of Client shall furnish a copy of the brokerage account confirmation to Client, as well as any periodic statements relating to the Account. In addition, the Investment Manager will notify the Client of any changes in personnel assigned the Account. The Client agrees to notify Investment Manager promptly of any change in the amount of assets in the Account and withdrawal of any funds from the Account. (p) Reports. The Investment Manager agrees to furnish the Client with a comprehensive monthly statement showing a detail of all transactions involving the Account. Such statement shall include the market value of the securities and cash held in the Account, as well as information regarding performance of the Account. Such statement will be furnished to Client within seven (7) business days after the close of each month. (q) No Third Party Beneficiary. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 17. Prohibitions on Government Contracts. As used in this Section 17, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. Investment Manager, hereinafter "Consultant" for purposes of this section 17, has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. Page 10 of 13 a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: http://www.dhs.gov/xprevprot/pro rg ams/gc 1185221678150.shtm C. Consultant shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and Client within three (3). days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, Client may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to Client as required by law. g. Client will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and Client terminates the Agreement for such breach. Page 11 of 13 [The remainder of this page is intentionally blank.] Page 12 of 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. Investment Manager: Public Trust Advisors, LLC, a Colorado limited liability company By: %4' '. 447ZK e Name: TOM T/ U y 7 - Title: Title: Managing Director Client: Eagle County, Colorado By and th r an Approved: By: 6XU-1 )_.4 -- Karen Sheaffe4L�#�7 r Page 13 of 13 EXHIBIT A The Investment Manager shall provide to Client during the term of the Agreement or any extensions thereof the following: - Provide non -discretionary management of the portion of the investment portfolio under advisement. - Develop and implement investment strategies that will enhance portfolio performance under current and future market conditions within the parameters of the Investment Policy and cash flow needs. - Provide technical and fundamental market research including yield curve analysis. - Obtain and document competitive prices for securities transactions. - Assist with trade settlements - Monitor the creditworthiness of the Client's depository and custodian bank and investments portfolio - Review investment management procedures and portfolio documentation - Perform due diligence reviews of current and proposed broker/dealers - Monitor repurchase agreement documentation to maintain the necessary paperwork - Provide monthly investment reports for the portfolio detailing securities holdings, daily activity reconciliation, portfolio composition and sector analyses, portfolio return and weighted average maturities - Provide separate semiannual and annual portfolio performance reports - Evaluate safekeeping and custodial procedures - Provide training to staff on cash, treasury and investment management subjects including cash flow forecasting - Attend meetings with investment staff and the governing board EXHIBIT B INVESTMENT POLICY STATEMENT Cl`l -107 Eagle County, Colorado Investment Policy INTRODUCTION AND SCOPE Eagle County (the County), centrally located in the Rocky Mountains along Interstate 70, is home to the internationally renowned ski resorts Vail and Beaver Creek. Eagle County operates as a statutory county, with a three-member Board of County Commissioners. By approval of the Board of County Commissioners, Eagle County's Investment Policy was adopted on October 13, 1992, by Resolution 92-128. This version of the Investment Policy was approved by the Board of County Commissioners on March. l Tc 2014 by Consent Agenda. The following Investment Policy addresses the methods, procedures, and practices which must be exercised to ensure effective and judicious fiscal and investment management of the County's funds. This Investment Policy shall apply to the investment management of those County funds listed in Annex I of this Investment Policy. All cash, except for certain restricted funds also listed in Annex I of this Investment Policy, shall be pooled for investment purposes. The investment income derived from the pooled investment account shall be allocated to the pooled funds listed in Annex I based upon the proportion of their respective average balances relative to the total pooled balance. INVESTMENT OBJECTIVES The County's funds shall be invested in accordance with all applicable County policies and codes, Colorado statutes, and Federal regulations, and in a manner designed to accomplish the following objectives, which are listed in priority order: • Preservation of capital and protection of investment principal. • Maintenance of sufficient liquidity to meet anticipated cash flows. • Diversification to avoid incurring unreasonable market risks. • Attainment of a market value rate of return. DELEGATION OF AUTHORITY In accordance with CRS 30-10-708, the Board of County Commissioners has granted the County Treasurer (the "Treasurer") authority for conducting investment transactions. The Deputy Treasurer and other authorized persons may be appointed to assist the Treasurer in performing investment management functions. Persons authorized to transact investment business for Eagle County are listed in Annex II of this Investment Policy. Page 1 The Treasurer shall establish written administrative procedures for the operation of the County's investment program consistent with this Investment Policy. The Treasurer may engage the support services of outside professionals in regard to its investment program, so long as it can be clearly demonstrated that these services produce a net financial advantage or necessary financial protection of the County's financial resources. Such services may include engagement of financial advisors in conjunction with debt issuance, portfolio management support, special legal representation, third party custodial services, and independent rating services. PRUDENCE The standard of prudence to be used for managing the County's assets is the "prudent investor" rule applicable to a fiduciary, which states that a prudent investor "shall exercise the judgment and care, under circumstances then prevailing, which men of prudence, discretion, and intelligence exercise in the management of the property of another, not in regard to speculation but in regard to the permanent disposition of funds, considering the probable income as well as the probable safety of capital." (CRS 15-1- 304, Standard for Investments.) The County's overall investment program shall be designed and managed with a degree of professionalism that is worthy of the public trust. The County recognizes that no investment is totally riskless and that the investment activities of the County are a matter of public record. Accordingly, the County recognizes that occasional measured losses may occur in a diversified portfolio and shall be considered within the context of the overall portfolio's return, provided that adequate diversification has been implemented and that the sale of a security is in the best long-term interest of the County. The Treasurer and other authorized persons acting in accordance with written procedures and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided that the deviations from expectations are reported in a timely fashion to the Board of County Commissioners and appropriate action is taken to control adverse developments. ETHICS AND CONFLICTS OF INTEREST Elected officials and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or that could impair or create the appearance of an impairment of their ability to make impartial investment decisions. Employees and investment officials shall disclose to the Treasurer any material financial interest they have in financial institutions that conduct business with the County, and they shall subordinate their personal investment transactions to those of the County. The County adheres to the Government Finance Officers Association's Code of Professional Ethics, a copy of which is available online at http://www.gfoa.orq. Page 2 AUTHORIZED SECURITIES AND TRANSACTIONS All investments shall be made in accordance with the Colorado Revised Statutes: CRS 11-10.5-101, et seq. Public Deposit Protection Act; CRS 24-75-601, et. seq. Funds - Legal Investments; CRS 24-75-603, Depositories; and CRS 24-75-702, Local Governments — authority to pool surplus funds. Any revisions or extensions of these sections of the CRS will be assumed to be part of this Investment Policy immediately upon being enacted. The Treasurer has further restricted the investment of County funds to the following types of securities and transactions: U.S. Treasury Obligations: Treasury Bills, Treasury Notes, Treasury Bonds, and Treasury Strips with maturities not exceeding five years from the date of trade settlement. 2. Federal Instrumentality Securities: Debentures, discount notes, callable securities, step-up securities, and stripped principal or coupons with maturities not exceeding five years from the date of trade settlement. Subordinated debt shall not be purchased. General Obligation Debt with a final maturity not exceeding three years issued by any state of the United States or any political subdivision, institution, department, agency, instrumentality, or authority of any state that is (1) rated at least AA or the equivalent at the time of purchase by at least two Nationally Recognized Statistical Rating Organizations (NRSROs); or (2) escrowed to maturity with U.S. Treasury obligations as collateral. No more than 5% of the County's total portfolio may be invested General Obligation Debt of any one issuer. No more than 25% of the County's total portfolio may be invested in any combination of General Obligation and Revenue Obligation Debt. 4. Revenue Obligation Debt with a final maturity not exceeding three years issued by any state of the United States or any political subdivision, institution, department, agency, instrumentality, or authority of any state that is (1) rated at least AAA or the equivalent at the time of purchase by at least two NRSROs that rates the entity; or (2) escrowed to maturity with U.S. Treasury obligations as collateral. No more than 5% of the County's total portfolio may be invested Revenue Obligation Debt of any one issuer. No more than 25% of the County's total portfolio may be invested in any combination of General Obligation and Revenue Obligation Debt. Corporate Debt with a maturity not exceeding three years from the date of trade settlement, issued by any corporation or bank organized and operating within the United States. The debt must be rated at least AA- or the equivalent at the time of purchase by at least two NRSROs. Investments in corporate debt shall not exceed 30% of the County's investment portfolio, and no more than 5% of the County's investment portfolio may be invested in the obligations of any one issuer. In addition, FDIC -guaranteed corporate bonds are herein authorized, within the aforementioned diversification and maturity requirements. Page 3 6. Non-negotiable Certificates of Deposit in any FDIC insured state or national bank located in Colorado that is an eligible public depository as defined in CRS 11-10.5- 103. Certificates of deposit that exceed FDIC insurance limits shall be collateralized as required by the Public Deposit Protection Act. The County shall limit the aggregate value of Certificates of Deposit to no more than 25% of the County's total portfolio, and the amount of Certificates of Deposit that can be purchased from any one financial institution shall be limited to 5% of the County's total portfolio. 7. Commercial Paper with an original maturity of 270 days or less that is rated at least A-1, P-1 or the equivalent at the time of purchase by at least two NRSROs. If the commercial paper issuer has senior debt outstanding, the senior debt must be rated at least AA-, Aa3 or the equivalent at the time of purchase by at least two NRSROs. The aggregate investment in commercial paper and banker's acceptances shall not exceed 20% of the County's total portfolio, and no more than 5% of the County's total portfolio may be invested in the obligations of any one issuer. Eligible Banker's Acceptances with maturities not exceeding 180 days, issued by banks domiciled in the U.S. and operating under U.S. banking laws. Banker's Acceptances shall be rated A-1, P-1 or the equivalent at the time of purchase by at least two NRSROs. If the issuing bank has senior long-term debt outstanding, it shall be rated, at the time of purchase, AA-, Aa3 or the equivalent by at least two NRSROs. The aggregate investment in banker's acceptances and commercial paper shall not exceed 20% of the County's total portfolio, and no more than 5% of the County's total portfolio may be invested in the obligations of any one issuer. 9. Repurchase Aareements with a defined termination date of 180 days or less collateralized by U.S. Treasury securities with a maturity not exceeding 10 years. For the purpose of this section, the term collateral shall mean purchased securities under the terms of the County's approved Master Repurchase Agreement. The purchased securities shall have a minimum market value including accrued interest of 102 percent of the dollar value of the transaction. Collateral shall be held in the County's custodial bank as safekeeping agent, and the market value of the collateral securities shall be marked -to -the -market daily. Repurchase Agreements shall be entered into only with dealers who have executed a Master Repurchase Agreement with the County and who are recognized as Primary Dealers by the Federal Reserve Bank of New York or with firms that have a Primary Dealer within their holding company structure. Approved repurchase agreement counterparties if rated, shall have a short-term debt rating of at least A-1 or the equivalent and a long-term debt rating of A or the equivalent from one or more NRSROs that regularly rate such obligations. Broker/dealers who have executed Master Repurchase Agreements with the County are listed in Annex III of this Investment Policy. 10. Local Government Investment Pools authorized under CRS 24-75-702 that: are "no- load" (i.e., no commission or fee shall be charged on purchases or sales of shares); have a constant net asset value of $1.00 per share; limit assets of the fund to securities authorized by state statute; have a maximum stated maturity and weighted average maturity in accordance with Rule 2a-7 of the Investment Company Act of Page 4 1940 and have a rating of AAAm or the equivalent by each NRSRO that rates the pool. 11. Money Market Mutual Funds registered under the Investment Company Act of 1940 that are "no-load" (i.e. no commission or fee shall be charged on purchases or sales of shares); have a constant net asset value of $1.00 per share); limit assets of the fund to securities authorized by state statute; have a maximum stated maturity and weighted average maturity in accordance with Rule 2a-7 of the Investment Company Act of 1940 and have a rating of AAAm or the equivalent by each NRSRO that rates the fund. Securities that have been downgraded below minimum ratings described herein may be sold or held at the County's discretion. The portfolio will be brought back into compliance with Investment Policy guidelines as soon as is practical. The foregoing list of authorized securities shall be strictly interpreted. Any deviation from this list must be pre -approved by the Treasurer in writing. INVESTMENT DIVERSIFICATION The County shall diversify its investments to avoid incurring unreasonable risks inherent in over -investing in specific instruments, individual financial institutions, or maturities. Nevertheless, the asset allocation in the portfolio should be flexible depending upon the outlook for the economy, the securities market, and the County's anticipated cash flow needs. The County shall limit investments to a maximum percentage of the portfolio as follows: Security Types (Aggregated when applicable) Max % Portfolio Max % Per Issuer Non-negotiable Certificates of Deposit 25% 5% General Obligation and Revenue Obligation Debt 25% 5% Corporate Debt 30% 5% Commercial Paper and Banker's Acceptances 20% 5% INVESTMENT MATURITY AND LIQUIDITY Investments shall be limited to maturities not exceeding five years from the date of trade settlement unless otherwise approved in writing by the Treasurer. The maximum weighted average maturity for the portfolio shall be 2.5 years. The County's investable funds will be invested to meet cash flow projections. Core funds (those funds that the County will not need for expected, short-term liabilities) will be identified through cash flow projections so that they can be invested longer-term when market conditions are favorable for such strategies. In the case of callable securities, the first call date shall be used as the maturity date if, in the opinion of the Treasurer, there is little doubt that the security will be called on that Page 5 call date. The final maturity date shall be used to disclose the maximum maturity liability in the County's financial reports. COMPETITIVE TRANSACTIONS With the exception of deposits, all investment transactions shall be conducted competitively with authorized broker/dealers. At least three broker/dealers shall be contacted for each transaction and their bid and offering prices shall be recorded. If the County is offered a security for which there is no other readily available competitive offering, then the Treasurer will document quotations for comparable or alternative securities. SELECTION OF BROKER/DEALERS The Treasurer shall maintain a list of broker/dealers approved for investment purposes, and it shall be the policy of the County to purchase securities only from those authorized firms. To be eligible, a firm must meet at least one of the following criteria: 1. be recognized as a Primary Dealer by the Federal Reserve Bank of New York or have a primary dealer within its holding company structure, 2. report voluntarily to the Federal Reserve Bank of New York, or 3. Qualify under Securities and Exchange Commission (SEC) Rule 15c3-1 (Uniform Net Capital Rule). The Treasurer will select broker/dealers on the basis of their expertise in public cash management and their ability to provide service to the County's account. Each authorized firm shall be required to submit and annually update a County approved broker/dealer Information Request Form that includes the firm's most recent financial statements. A list of authorized broker/dealers is included in Annex IV of this Investment Policy. The County may purchase commercial paper from direct issuers even though they are not on the approved broker/dealer list as long as the commercial paper meets the criteria outlined in the Section, "Authorized Securities and Transactions" of this Investment Policy. SELECTION OF BANKS Banks shall be approved by written resolution by the Board of County Commissioners to provide depository and other banking services for the County. To be eligible for authorization, a bank must be a member of the FDIC and shall qualify as an eligible public depository as defined in CRS 11-10.5-103. A list of approved banks is included in Annex V of this Investment Policy. Page 6 SAFEKEEPING AND CUSTODY The Treasurer shall approve one or more banks to provide safekeeping and custodial services for the County. Custodian banks shall be selected on the basis of their ability to provide service to the County's account and the competitive pricing of their services. A County approved custody agreement shall be executed with each custodian bank prior to utilizing that bank's safekeeping and custody services. To be eligible for designation as the County's safekeeping and custodian bank, a financial institution shall qualify as an eligible public depository as defined in CRS 11-10.5-103. The purchase and sale of securities and repurchase agreement transactions shall be settled on a delivery versus payment basis. Ownership of all securities shall be perfected in the name of the County. Sufficient evidence to title shall be consistent with modern investment, banking and commercial practices. All investment securities purchased by the County will be delivered by either book entry or physical delivery and will be held in third -party safekeeping by the County approved custodian bank, its correspondent bank or the Depository Trust Company (DTC). The County's custodian will be required to furnish the County monthly reports of holdings of custodied securities as well as a report of monthly safekeeping activity. PERFORMANCE BENCHMARKS The investment and cash management portfolio shall be designed to attain a market rate of return throughout budgetary and economic cycles, taking into'account prevailing market conditions, risk constraints for eligible securities, and cash flow requirements. Eagle County shall use a dynamic benchmark rate of return for the County's investment portfolio which corresponds to the yield for the current US Treasury security that matches the weighted average maturity of the portfolio. All fees involved with managing the portfolio should be included in the computation of the portfolio's rate of return. REPORTING Monthly, the Treasurer shall prepare a report listing the investments held by the County, the current market valuation of the investments and performance results. The report shall include a summary of investment earnings during the period. Portfolio reports prepared for the County shall be compliant with all Governmental Accounting Standards Board requirements. POLICY REVISIONS This Investment Policy shall be reviewed annually and may be amended as conditions warrant. Policy annexes may be updated by the Treasurer as necessary, provided the changes in no way affect the substance or intent of this Investment Policy. Page 7 Eagle County, ColS rado Investment Policy prepared by: Karen L. Sheaffer, Treasurer Eagle County, Colorado Approved as to legal form: Bryan R, Treu, County Attorney Eagle County, Colorado Approved: YZ Chai County Board of County Commissioners Date: 3 % �13UC �iU/S t �� Vl Sys �G F11 1" im I q Page 8 Annex I Contributing Special Funds The contributing special funds to the pooled investment portfolio that will be allocated proportionate investment income are: Offsite Road Improvement School Dedication Emergency 911 E.V. Transportation E.V. Trails R.F. Transportation R.F. Trails Emergency Reserve Fund Transportation Vehicle Replacement Fund Open Space Fund Public Health Fund The following funds are restricted funds and are not included in the pooled investment portfolio: Alpine Bank Health Insurance Alpine Bank Reimbursement / Flex Account Public Trustee Salary Accounts Page 9 Annex II Authorized Personnel The following persons are authorized to transact investment business and wire funds for investment purposes on behalf of Eagle County, Colorado: Karen Sheaffer, Treasurer Mari Renzelman, Chief Deputy Treasurer Page 10 Annex III Master Repurchase Agreement The following broker/dealers have an executed Master Repurchase Agreement on file with Eagle County, Colorado: Banc of America Securities, LLC Mizuho Securities USA Inc. Morgan Stanley DW, Inc. Page 11 Annex IV Approved Broker/Dealers The following broker/dealers have been approved by Eagle County, Colorado. • Barclays Capital • Goldman, Sachs & Co. • J.P. Morgan Securities Inc. • Jefferies & Company • Merrill Lynch, Pierce, Fenner & Smith • Mizuho Securities USA • Morgan Keegan & Company Page 12 • Morgan Stanley Smith Barney (Citigroup Global Markets platform) • Morgan Stanley Smith Barney (Morgan Stanley platform) • RBC Capital Markets • UBS Financial Services • Wunderlich Securities Annex V Approved Banks and Savings and Loans The following depositories have been approved by Eagle County, Colorado. Alpine Bank American National Bank CoBiz Bank, NA FirstBank of Avon Centennial Bank U.S. Bank NA Wells Fargo Bank, NA Page 13 EXHIBIT C INSURANCE CERTIFICATE Client#: 2421 1 PLIBTR ACORDTu CERTIFICATE OF LIABILITY INSURANCE DATE (MWDDNYYY) 1 08/11/2014 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(les) must 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 Rust Insurance Agency, LLC CONTACT NAME: Debbie Taylor PHONE 202 776-5016 202 776-1289 Alc No Ext : AIC No 1510 H Street NW, 5th floor E-MAIL Y ADDRESS: dta for rustinsurance.com Washington, DC 20005 202 776-5000 INSURERS AFFORDING COVERAGE NAIC S INSURER A: CNA Insurance Company INSURER 13: Travelers Property Casualty INSURED Public Trust Advisors, LLC INSURER C • Chubb 81 Son r • 99918th Street, Suite 1230 Denver, CO 80202 INSURER D: INSURER E • 11/21/201 INSURER F • COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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. LTR TYPE OF INSURANCE AIN R Sy ypR POLICY NUMBER MM/DDY EFF MM/DDY EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ERI OCCUR _ B4031227927 1/21/2013 11/21/2014 EEAAqCM�Hp��OEECCCURRENCE $1,000,000 PREMISES?ER, occurrence $300,000 R MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE 12,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JEST LOC PRODUCTS -COMPIOPAGG 62,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS Ix B4031227927 1/21/2013 11/21/201 �eBIde tSINGLELIMIT 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident $ A X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE B4031228043 WC431185470 1SR77639 82248573 1/21/2013 11/21/2014 EACH OCCURRENCE s3 OOO OOO AGGREGATE s3.000.000 DED I X RETENTION $10000 $ A B C AND EMPLOYERS' LIABILITY WORKERS COMPENSATION OFFICEW RIETOR/EXRCLUDERECUTIVEa (Mandatory In NH) DESCRIPbe under TION OF OPERATIONS below NIA 1/21/2013 11/21/201 I WCSTATU- OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT 1$1.000.000 Professional Prof Excess 11 1/01/2014 1/01/2014 01/01/201 01/01/201 $5,000,000 $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) Eagle County is listed as an additional insured Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE g ty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 500 Broadway P O Box 850 ACCORDANCE WITH THE POLICY PROVISIONS. Eagle, CO 81631 AUTHORIZED REPRESENTATIVE %) 1955-ZUTU AGORD GOKPOKATION. All rlgnts reserve0. ACORD 25 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S502731MS0272 DMT EXHIBIT D INDIVIDUALS AUTHORIZED TO ACT ON BEHALF OF CLIENT Karen Sheaffer, County Treasurer Mari Renzelman, Chief Deputy Treasurer