INVESTMENT ADVISORY AGREEMENT- NON-DISCRETIONARY This Agreement is by and Between and the Board of County Commissioners of Garfield County, Colorado (the Client ). The parties agree as follows: 1. Appointment The Client hereby appoints the Advisor as the investment advisor for those assets designated by the Client (the Advisory Account ). 2. Duties of the Advisor The Advisor shall invest the assets of the Advisory Account as directed by the Client in accordance with the written investment objectives, policies and restrictions of the Client. The Client shall provide the Advisor with its Investment Policy which shall be incorporated in Exhibit A. The Advisor shall provide to the Client monthly a written report detailing transactions for the period and an inventory of the investments in the Advisory Account, as well as information regarding the performance of the Advisory Account. It is agreed that the Advisor, in the maintenance of records, does not assume responsibility for the accuracy of information furnished by the Client or any other person. Any additional investment management services the Advisor shall provide to the Client are listed in Exhibit B. 3. Non-Discretionary Authority It is agreed that decisions concerning investments subject to the Agreement shall be made by the Client s authorized representative with the assistance of the Advisor. The approval of the Client is required prior to the execution of any investment transaction for the Advisory Account. The Advisor, when expressly instructed by the Client, shall buy or sell securities and place orders for the execution of such transactions with or through such brokers, dealers, or issuers as the Advisor may select, subject to approval by the Client. 4. Changes in Investment Policies and Assets in the Account The Client shall notify the Advisor promptly in writing of any modifications to the investment objectives, policies or restrictions applicable to the Advisory Account. The Client agrees to notify the Advisor promptly of any withdrawal of securities from the Advisory Account initiated by the Client. Page 1
5. Allocation of Brokerage When placing orders for execution of transactions for the Advisory Account, the Advisor shall take into consideration not only the available prices but also other relevant factors such as, without limitation, execution capabilities and safekeeping arrangements. The Advisor shall exercise good faith in obtaining the best price and execution for each transaction for the Advisory Account. 6. Safekeeping and Custody The Advisor shall not have custody or possession of the assets of the Advisory Account of the Client. The Client shall select and authorize a custodian bank or brokerage firm to hold the assets of the Advisory Account in safekeeping for the Client. The Client shall be solely responsible for all fees involved with any custodial arrangements. 7. Fees The compensation of the Advisor for its services under the Agreement shall be calculated and paid in accordance with the Fee Schedule in Exhibit C, as the same may be amended from time to time by mutual agreement of the Client and the Advisor. All fees shall be paid at the monthly rate set forth in Exhibit C. 8. Limitation of Liability The Advisor shall not be liable for any error in judgment or any acts or omissions to act except those resulting from the Advisor s negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement. Nothing herein shall in any way constitute a waiver or limitation of any right or any person under the federal and state securities laws. 9. Services to Other Clients It is understood that the Advisor performs investment advisory services for other clients. The Client agrees that the Advisor may give advice and 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 Advisory Account. 10. Representations by the Client The client represents that the terms of the Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation or law, or otherwise, and that the Agreement has been duly authorized by appropriate action and is binding upon the Client in accordance with its terms. 11. Disclosure Page 2
The advisor shall disclose any material pecuniary interest in the entity for which it is recommending investment, as well as any material pecuniary or contractual relationship with a broker for which it recommends participation. 12. Acknowledgment of Receipt of Brochure (Form ADV Part II) The client hereby acknowledges receipt of the Advisor s Brochure (Form ADV Part II) at least 48 hours prior to the date of the execution of this Agreement in compliance with Rule 204-3 of the Investment Advisors Act of 1940 ( the Act ). 13. Notice All notices and other communications shall be deemed effective when received, in writing, at the addresses appearing below. Receipt of written notice shall be presumed if mailed postpaid by registered or certified mail, return receipt requested. Each party shall be entitled to presume the correctness of such address until notified in writing to the contrary. 14. Termination; Assignment; Amendment The Agreement may be terminated at any time by either party giving to the other at least thirty (30) days prior notice of such termination confirmed in writing. If any fees have been paid in advance, the Advisor shall refund to the Client a pro rata share of the fee. No assignment of this Agreement shall be made by either party without the consent of the other. The Agreement may be amended or modified at any time by mutual agreement in writing. 15. Counterparts The Agreement may be executed in two or more counter parts, each one of which shall be deemed to be an original. 16. Governing Law To the extent federal law does not apply, the Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 17. Entire Agreement The Agreement constitutes the entire agreement of the parties with respect to the management of the Advisory Account. The Exhibits referenced herein are incorporated into the Agreement. 18. Term of Agreement The term of this Agreement shall be for the period of January 1, 2016 through December 31, 2016. The BOCC s financial participation is subject to annual appropriation and Page 3
budgeting. This Agreement is not intended to, nor does it create a multi-year fiscal obligation as defined by Section 20, Article X of the Constitution of the State of Colorado. Should either party fail to appropriate funds, this Agreement shall terminate. This Agreement will terminate on the date set forth above unless renewed in writing at least thirty (30) days prior to the date of completion. For purposes of renewals this agreement shall have 4 additional one (1) year renewals should annual funding be made available. 19. Independent Contractor A. The Advisor shall perform its duties hereunder as an independent contractor and not as an employee of the Client. The Advisor affirms that it has or will secure at its own expense all personnel and materials required to perform the services detailed herein. Such personnel shall not be employees of nor have any contractual relationship with the Client. B. Services required hereunder shall be performed by the Advisor or under its supervision, and all personnel engaged in the work shall be fully qualified and properly licensed or certified, as required by local, state and federal law to perform such services. The Advisor warrants that it is registered as an Investment Advisor under the Act. C. None of the services to be performed by the Advisor under the Agreement shall be subcontracted or otherwise delegated without the prior written consent of the Client. The work subcontracted shall be specified in a written agreement between the Advisor and its subcontractor(s), which agreement(s) shall be subject to each provision of the Agreement. Dated this day of, 2015 Page 4
BOARD OF COUNTY COMMISSIONERS ATTEST: GARFIELD COUNTY, COLORADO By: Date: Clerk to the Board By: Date: John Martin, Chair ATTEST: CONTRACTOR: LEGAL NAME OF COMPANY (legal type of entity) SEAL (if any) By: Name: By: Name: Title: Corporate Secretary or Equivalent Title: Date: Date: FEIN: Page 5
STATE OF ) COUNTY OF ) ) ss. The foregoing instrument was acknowledged before me this day of, 20, by, as of, a (name) (legal title) (legal name of business) (legal type of entity). My commission expires on:. Notary Public Street Address of Notary Public City, State & Zip Code Page 6
Exhibit A Garfield County Investment Policy Page 7
Exhibit B Work to Be Performed Advisor shall provide the following services to Garfield County as the County s Investment Advisor: 1. Provide full-time, non-discretionary management of the portion of the investment portfolio under advisement. 2. Develop and implement investment strategies that will enhance portfolio performance under current and future market conditions within the parameters of the County s Investment Policy and cash flow needs. 3. Provide technical and fundamental market research, including yield curve analysis. 4. Obtain and document competitive prices for securities transactions. 5. Assist with trade settlements. 6. Provide detailed monthly investment accounting, activity and performance reports. 7. Provide separate quarterly portfolio performance reports. 8. Review and update the County s Investment Policy. 9. Review investment management procedures and portfolio documentation. 10. Work with the County to develop and update cash flow projections. 11. Perform due diligence reviews of current and proposed broker/dealers. 12. Monitor repurchase agreement documentation to maintain the necessary paperwork. 13. Provide training to staff on cash, treasury and investment management subjects. 14. Evaluate safekeeping and custodial procedures, agreements and fee schedules. 15. Monitor the creditworthiness of the County s depository and custodian bank and the creditworthiness of issuers of investments in the portfolio. 16. Attend meetings with County investment staff and the County Commissioners. Page 8
Exhibit C Fee Schedule for Investment Advisory Services TO BE PROPOSED BY ADVISOR AS PART OF PROPOSAL Page 9