HomeMy WebLinkAbout25-50 Meeder Public Funds for Professional Services Agreement 05-14-2025RESOLUTION NO 255tJ
A RESOLUTION OF THE BOARD OF TRUSTEES F THE TOWN OF
FIRESTONE, COLORADO, APPROVING AN AGREEMENT ET EEN THE
TOWN O OF FIRESTONE AND EE- E U LTC FUNDS FOR F I NAL
SERVICES
WHEREAS, the Tovi of Firestone ("Town") requires professional services for the
mana em ent of the town's Investment Portfolio ("Project"): and
THE AS, the Town published a request for proposals for such services for the Project;
and
WHEREAS. the Town has evaluated the proposals submitted in response to the request
for proposals and finds that Meeder Public Funds is the most qualified for the professional
services described in the request for proposals; and
HE :SAS, the Town finds that Meeder Public Funds has the expertise. qualifications,
and experience to perform the: work and duties required for the Project and desires to select
Meeder Public Funds for the request for proposals and to enter into an agreement with Meeder
Public Funds to provide the Professional Services as described in the scope of services, attached
to the Professional Services Agreement as Exhibit A, and
' HEREAS, the Board of Trustees finds and declares that it is in the best interest of the
Town to award the request for proposals to Meeder Public Funds as the most qualified,
responsive proposal.
NO', THEREFORE, BE IT RFSOLVED BY THE BOARD OF TRUSTEES OF
THE TOWN OF FIRESTONE. COL. Cl DO
The Professional Service Agreement between the Town of Firestone and Meeder Public
Funds is approved in substantially the same form as the copy attached hereto and made a part of
this Resolution, and the Mayor is authorized to execute the Agreement on behalf of the I o°n.
INTRODUCED, READ AND ADOPTED this 14'' day of May, 2025.
By:
AT T
Mi t anados Luna, CMC 'Town Clerk
APPR0 AS TO FORM:
all Keith ' i fown,Attorney
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into
this _____ day of 1i , 2025 (the "Effective Date"), by and between the TOWN OF FIRESTONE,
a Colorado municipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the
"Town"), and Meeder Public Funds an independent Contractor with a principal place of business at 250
Fillmore Street, Ste. 50 Denver, Colorado 80206 "Contractor ") (each a "Party" and collectively the "Parties").
WHEREAS, the Town requires professional services and
WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and
experience to perform the required professional services.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
I. SCOPE OF SERVICES
A. Contractor shall furnish all labor and materials required for the complete and prompt execution
and performance of all duties, obligations, and responsibilities which are described or reasonably
implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated
herein by this reference and known as Investment Advisory Services.
B. A change in the Scope of Services shall not be effective unless authorized as a modification to
this Agreement. If the Contractor proceeds without such written authorization, Contractor shall
be deemed to have waived any claim for additional compensation, including a claim based on
the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided
herein, no agent, employee, or representative of the Town is authorized to modify any term of
this Agreement, either directly or implied by a course of action.
II. TERM AND TERMINATION
A. This Agreement shall commence on the Effective Date and shall have an initial term of two
years from the effective date. Upon expiration of the initial term, this agreement shall
automatically renew for a period of two years.
B. Either Party may serve the other with notice of a desire to amend, supplement or renegotiate
specific section(s) of this agreement, in whole or in part. Such notice shall be provided in
writing by either Party to the other not more than one hundred and twenty (120) calendar days
prior to the anniversary date of this Agreement.
Ill. COMPENSATION
In consideration for the completion of the Scope of Services by Contractor, the Town shall pay
Contractor an amount not to exceed 0.07% (zero point zero seven percent) of balance of
managed funds, per Exhibit B. This amount shall include all fees, costs and expenses incurred
by Contractor, and no additional amounts shall be paid by the Town for such fees, costs, and
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expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30
days of receipt. '
IV.
A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the
services described herein and has all requisite corporate authority and professional licenses in
good standing required by law. The work performed by Contractor shall be in accordance with
generally accepted professional practices and the level of competency presently maintained by
other practicing professional firms in the same or similar type of work in the applicable
community. The work and services to be performed by Contractor hereunder shall be done in
compliance with applicable laws, ordinances, rules, and regulations, including the preference for
Colorado Labor set forth in C.R.S. Article 17 Title 8.
B. The Town's review, approval or acceptance of, or payment for any services shall not be
construed to operate as a waiver of any rights under this Agreement or of any cause of action
arising out of the performance of this Agreement.
C. Because the Town has hire 1 Contractor for its professional expertise, Contractor agrees not to
employ Sub -Contractor s to
perform any work except as expressly set forth in the Scope of
Services.
V. OWNERSHIP I
A. Any materials, items, and work specified in the Scope of Services, and any and all related
documentation and materials provided or developed by the Contractor shall be exclusively
owned by the Town. The co 1 tractor expressly acknowledges and agrees that all work performed
under the Scope of Services constitutes "work made for hire." To the extent, if at all, that it does
not constitute a "work mad d for hire," the Contractor hereby transfers, sells, and assigns to the
Town all of its right, title, and interest in such work. The Town may, with respect to all or any
portion of such work, use, pablish, display, reproduce, distribute, destroy, alter, retouch, modify,
adapt, translate, or change such work without providing notice to or receiving consent from the
Contractor.
B. If the Town reuses or makes any modification to Contractor's designs, documents or work
product without the prior written authorization of the Contractor, the Town agrees, to the fullest
extent permitted by law, to release the Contractor, its officers, directors, employees and sub -
Contractor s from all claims nd causes of action arising from such uses, and shall to the extent
permitted by law indemnify and hold them harmless from all costs and expenses, including the
cost of defense, related to claims and causes of action to the extent such costs and expenses
arise from the Town's modification or reuse of the documents.
C. The Town expressly acknowledges and agrees that the documents and data to be provided by
Contractor under the Agreement may contain certain design details, features and concepts from
the Contractor's own practice detail library, which collectively may form portions of the design for
the Project, but which separately are, and shall remain, the sole and exclusive property of
Contractor. Nothing herein shall be construed as a limitation on the Contractor's right to re -use
such component design details, features and concepts on other projects, in other contexts or for
other clients. I
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VI. INDEPENDENTCONTRACTOR
Contractor is an independent Contractor. Notwithstanding any other provision of this Agreement,
all personnel assigned by Contractor to perform work under the terms of this Agreement shall
be, and remain at all times, employees or agents of Contractor for all purposes. The contractor
shall make no representation that it is a Town employee for any purposes.
VII. INSURANCE
A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance
sufficient to insure against all liability, claims, demands, and other obligations assumed by
Contractor pursuant to this Agreement. At a minimum, the Contractor shall procure and maintain
and shall cause any Sub -Contractor to procure and maintain, the insurance coverages listed
below, with forms and insurers acceptable to the Town.
1. Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with minimum combined single limits of
$1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be
applicable to all premises and operations and shall include coverage for bodily injury,
broad form property damage, personal injury (including coverage for contractual and
employee acts), blanket contractual, products, and completed operations. The policy
shall contain a severability of interests provision, and shall include the Town and the
Town's officers, and employees, Contractor as additional insureds. No additional insured
endorsement shall contain any exclusion for bodily injury or property damage arising
from completed operations.
3. Professional liability insurance with minimum limits of $1,000,000 each claim and
$2,000,000 general aggregate.
B. Such insurance shall be in addition to any other insurance requirements imposed by law. The
coverages afforded under the policies shall not be canceled, terminated or materially changed
without at least 30 days prior written notice to the Town. In the case of any claims -made policy,
the necessary retroactive dates and extended reporting periods shall be procured to maintain
such continuous coverage. Any insurance carried by the Town, its officers, and its employees
Contractor shall be excess and not contributory insurance to that provided by Contractor. The
contractor shall be solely responsible for any deductible losses under any policy.
C. Contractor shall provide to the Town a certificate of Insurance as evidence that the required
policies are in full force and effect. The certificate shall identify this Agreement.
Vill. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers,
representative, agents, employees, heirs and assigns from and against all claims, liability, damages,
losses, expenses and demands, including attorney fees, on account of injury, loss, or damage,
including without limitation claims arising from bodily injury, personal injury, sickness, disease,
death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or
are in any manner connected with this Agreement if such injury, loss, or damage is caused in
whole or in part by, the act, omission, error, professional error, mistake, negligence, recklessness
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or other fault of Contractor, any Sub -Contractor of Contractor, or any officer, employee,
representative, or agent of Contractor, or which arise out of a worker's compensation claim of
any employee of Contractor or of any employee of any Sub -Contractor of Contractor. Contractor's
liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that
amount represented by the degree or percentage of negligence or fault attributable to Contractor,
any Sub -Contractor of Contractor, or any officer, employee, representative, or agent of Contractor
or of any Sub -Contractor of Contractor.
B. If the Contractor is providing architectural, engineering, surveying or other design services under
this Agreement, the extent of the Contractor's obligation to indemnify and hold harmless the Town
may be determined only after the Contractor's liability or fault has been determined by adjudication,
alternative dispute resolution or otherwise resolved by mutual Agreement between the Parties, as
provided by C.R.S. § 13-50.5-102(8)(c).
IX. CHANGE ORDERS
A. Change Order is a written instrument issued after execution of the Agreement signed by Town
and Contractor, stating their Agreement, as applicable, upon all of the following:
1. The scope of the change in the Work;
2. The amount of the adjustment to the Contract Price and
3. The extent of the adjustment to the Contract Times(s).
B. All changes in the Work authorized by the applicable Change Order shall be performed under
the applicable conditions of the Contract Documents. Town and Contractor shall negotiate in
good faith and as expeditiously as possible the appropriate adjustment of such changes.
X. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of
Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County,
Colorado.
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this
Agreement by the Town shall not constitute a waiver of any of the other terms or obligations of
this Agreement.
C. Integration. This Agreement constitutes the entire Agreement between the Parties, superseding
all prior oral or written communications.
D. Third Parties. There are no intended third -party beneficiaries to this Agreement.
E. Notice. Any notice under this Agreement shall be in writing and shall be deemed sufficient when
personally presented or sent pre -paid, first-class United States Mail to the Party at the address
set forth on the first page of this Agreement.
F. Severabili , . If any provision of this Agreement is found by a court of competent jurisdiction to
be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full
force and effect.
G. Modification. This Agreement may only be modified upon written Agreement of the Parties.
H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be
assigned by either Party without the written consent of the other.
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1. Governmental Immunity. The Town and its officers, and employees, are relying on, and do not
waive or intend to waive by any provision of this Agreement, the monetary limitations or any
other rights, immunities or protections provided by the Colorado Governmental Immunity Act,
C.R.S. § 24-10.101, et seq., as amended, or otherwise available to the Town and its officers,
attorneys or employees.
J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition
to any other rights and remedies provided by law. The expiration of this Agreement shall in no
way limit the Town's legal or equitable remedies, or the period in which such remedies may be
asserted, for work negligently or defectively performed.
K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution,
any financial obligation of the Town not performed during the current fiscal year is subject to
annual appropriation, shall extend only to monies currently appropriated, and shall not constitute
a mandatory charge, requirement, debt or liability beyond the current fiscal year.
L. Representative Authority. Each person signing this Agreement represents and warrants that he
or she is duly authorized and has the legal capacity to execute the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
MEEDER'PUBLIC FUNDS
By:
n He d gs, Sr. Vice President
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EXHIBIT A
SCOPE OF SERVICES
Contractor's Duties
During the term of this Agreement, Contractor shall perform the following duties, as directed by the
Town:
• The Firm will have discretionary management of the Town's investments.
• Provide assistance with the review of the Town's investment policy.
• Monthly reporting of portfolio positions and returns.
• Meetings with investment committees and governing bodies.
• Custodial and safekeeping review.
• Broker/dealer due diligence and relations.
• Credit analysis of security issuers and financial institutions.
• Compliance with all applicable federal, state, and local laws, rules, and regulations regarding
the investment policies for the Town.
• See the Terms of Service provided by the Firm as Exhibit C
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EXHIBIT B
FEE SCHEDULE
ASSETS UNDER MANAGEMENT ANNUAL ADVISORY FEE
$0-$25,000,000 0.07%
Over $25,000,000 0.06%
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MEEDER
I [11iThII,) &i &'J ['(' -_- $IiiitiI i Th1A'tX.('D1! Iii
The following Terms of Service are applicable to services offered by Meeder Public Funds, Inc. (""Meeder") and
shall be incorporated into any agreement for investment advisory services ("Agreement").
t. Appointment. Client appoints Meeder as discretionary investment manager to invest, reinvest and
manage the securities, cash and other assets of the Account subject to the investment guidelines ("Investment
Guidelines") provided by Client
2. Trading Authorization. Client grants Meeder discretionary trading authority and appoints Meeder as agent
and attorney -in -fact with respect to investments in the Account. Meeder may direct the purchase, sale, exchange,
conversion, delivery or other acquisition or disposition of securities and other investments in the Account and act on
behalf of Client in all other matters incidental to the handling of. Account investments, all without prior consultation
with Client.
3. Custody. Meeder shall not act as custodian for the Account or any portion of it. Custody and possession of
Account assets shall be the sole obligation of the Account's separately appointed "qualified custodian."
('Custodian"). Client acknowledges that it receives, or will receive from the Custodian, at least quarterly, an
account statement that identifies the assets in the Account with the Custodian at the end of the period and that lists
all transactions in the Account for the period.
4. Investment Objectives and Restrictions. Client may provide Meeder with written Investment Guidelines,
setting forth the investment objectives and any specific investment restrictions or limitations which govern the
Account. Meeder shall be entitled to rely on such guidelines, objectives and restrictions relating to the Account as it
may receive from Client. It is Client's responsibility to inform Meeder in writing of any changes or modifications to
these directions, which shall be given ten days in advance of any such change,
5. Brokerage. Meeder will generally use the execution services of such broker -dealers as it may select to
effect transactions for the purchase and sale of securities and other investments in the Account. When selecting
brokers through which transactions for Client accounts will be executed, Meader's primary consideration will be the
broker's ability to provide best execution of trades and Meeder may consider the quality and reliability of the
brokerage services, trade price and commission, as well as research and other services provided by the broker -
dealers. The responsibility to obtain best execution shall not be deemed to obligate Meeder to solicit competitive
bids for each transaction. Client may direct that Meeder execute transactions through specific broker -dealers in
connection with a discount brokerage or directed brokerage program established by Client. Client acknowledges
that by directing brokerage to a particular broker -dealer it may forgo any benefits from savings on execution costs
that Meeder may obtain for its other clients through volume discounts on aggregated orders and may pay higher
commission rates than other clients of Meeder.
6. Fees. For the services provided in accordance with this Agreement, Client shall pay Meeder an annual fee
("Fee") as follows: Fees are billed either monthly or quarterly in arrears as selected by Client. The Fee will be
C deducted directly from Client's Account or I invoiced directly to Client, as selected by Client. Where Client has
elected to have fees deducted Client authorizes the Custodian to deduct fees from the Account and pay them to
Meeder. The account statements will reflect the fee amount withdrawn in any period. Client is responsible for
notifying Meeder of any exceptions or objections to the amount billed within thirty days from the billing date.
7. Promoter Arrangements. Meeder accepts Clients referred through unaffiliated third parties ("Promoters")
and may pay cash compensation for the endorsement of Meeder's services, which provides the Promoter with an
incentive to refer clients. Clients will not incur any additional fees for being referred to Meeder by a Promoter.
Clients that engage Meeder as their investment adviser as a result of a referral by a Promoter will receive a written
Promoter disclosure statement describing the nature and terms of the arrangement, including the amount payable
to the Promoter.
8. Local Government Investment Pools. Where appropriate, Meeder may recommend the use of local
government investment pools in which Meeder or one of its affiliates earn advisory and/or administration fees.
Assets placed in these pools are not included among eligible assets when calculating the investment advisory fee.
Because Meeder or its affiliates receive fees in connection with programs we sponsor or recommend, use of these
programs presents a conflict of interest.
9. Third -Party Payments. Meeder or its affiliates receive compensation from unaffiliated third parties for
endorsing or recommending certain financial products to its clients. This arrangement presents a conflict of interest
because it provides Meeder with an incentive to solicit and secure participation in the program. Asset based
advisory fees are not charged for assets invested in products that pay indirect compensation to Meeder.
10. Proxy Voting. Meeder does not accept or assume authority to vote proxies for its public fund clients.
Clients will receive their proxies or other solicitations directly from their Custodian. Client agrees that Meeder will
not advise or act for Client in any legal proceedings, including bankruptcies or class actions, involving securities
held or previously held by the Account or the issuers of such securities.
11. Electronic Delivery. Client consents to electronic delivery of all documents from Meeder, including but not
limited to a copy of the executed Agreement, statements, confirmations, Meeder's Form ADV Part 2 and
amendments thereto, and other general communications delivered to Client's electronic mail address of record.
Delivery of communications to Clients in this fashion will be deemed effective unless Meeder is notified otherwise.
Client is responsible for maintaining an accurate and up to date email address and to ensure that Client at all times
has the ability to receive communications directed in this manner.
12. Confidentiality. All information and advice furnished by either party to the other, including their respective
agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as
otherwise required by law or as agreed to in writing by Client. Notwithstanding the foregoing, Client consents ₹o the
use of Client's name in sales and marketing material used by Meeder or its affiliates solely for the purpose of
identifying the Client as an investment advisory client.
13. Services to Other Clients. Client understands that Meeder serves as investment adviser for other Clients
and will continue to do so. Client also understands that Meeder, its personnel and affiliates ("Affiliated Persons")
may give advice or take action in performing their duties to other clients, or for their own accounts, that differ from
advice given to or action taken for Client. Meeder is not obligated to buy, sell or recommend for Client any security
or other investment that Meeder or its Affiliated Persons may buy, sell or recommend for any other client or their
own accounts.
14. Meeder's Representations. Meeder represents that it is a registered investment adviser under the
Investment Advisers Act of 1940.
15. Client's Representations. Client represents and acknowledges that: (i) Client is the sole owner of the
Account assets and has full power and authority to enter into this Agreement and to commit the assets to Meeder's
management and supervision; (ii) that the person signing this Agreement on behalf of Client is authorized and
empowered to establish accounts and commit the assets to Meeder's management and supervision on the entity's
behalf; (iii) Client has received Meeder's current Form ADV, Part 2A and B; and (iv) Client has received a copy of
Meeder's Privacy Policy.
MPF Terms of Services -- MPF 005 (6-23) Page 2