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BCRUA_R-19-05-01-6A RESOLUTION NO. R-19-05-01-6A WHEREAS, the Brushy Creek Regional Utility Authority, Inc. ("BCRUA") desires to retain professional consulting services for investment advisory services, and WHEREAS, Patterson Capital Management dba Patterson & Associates ("Patterson") has submitted an Agreement for Professional Consulting Services to provide said services, and WHEREAS, the BCRUA desires to enter into said agreement with Patterson, Now Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY: That the Board President is hereby authorized and directed to execute on behalf of the BCRUA an Agreement for Professional Consulting Services with Patterson Capital Management dba Patterson & Associates, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The Board of Directors hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this l st day of May, 201 ANDREA NAVA RETTE, President Brushy Creek Regional Utility Authority ATTEST: J,,2 .�. REN FLORES, Secre C l:sess dcrabucc Apppau Local Packages MictosoR oftice.Dcsktap S%ck3b3dSbb%vc AC INctCache Canlrnt Out!rr k PAi'P2f9R Res.HCRUA-Agmt nnar •Pasan Capta1.%aa3 fewx.i s nru-777.-%no FV�a.,,.....r BRUSHY CREEK REGIONAL UTILITY AUTHORITY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH PATTERSON CAPITAL MANAGEMENT dba PATTERSON & ASSOCIATES This Agreement shall recite the contractual terms whereby the Brushy Creek Regional Utility Authority (hereinafter referred to as the "BCRUA") engages Patterson & Associates (hereinafter referred to as "Patterson" or the "Consultant") to perform, by way of illustration and not limitation, the following services: Provision of investment advisory services to provide nondiscretionary portfolio management services for the BCRUA's investment portfolio including, but not limited to, the execution of securities purchases and sales for the BCRUA's funds, investment advice, investment reporting, and review of the BCRUA's Investment Policy and procedures. This Agreement (hereinafter referred to as the "Agreement") is made by and between the Brushy Creek Regional Utility Authority, a Texas local government corporation, whose offices are located at 1906 Hur Industrial Boulevard, Cedar Park, Texas 78630, and Patterson & Associates, whose offices are located at Barton Oaks Plaza 11, 901 South MoPac, Suite 195, Austin,Texas 78746. RECITALS: WHEREAS, the BCRUA has determined that there is a need for the delineated services; and WHEREAS, the BCRUA desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE; TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement be for twelve (12) months from the effective date herein. 00422595'ss2 The BCRUA reserves the right to review the Agreement and contractual relationship at any time, and may elect to terminate same with or without cause or may elect to continue. 1.02 CONTRACT AMOUNT; AND SCOPE OF WORK In consideration for the professional services to be performed by Consultant, the BCRUA agrees to pay Consultant a monthly fee of One Thousand Two Hundred and No/100 Dollars ($1,200.00) in payment for services for a total not-to-exceed fee of Fourteen Thousand Four Hundred and No/100 Dollars ($14,400.00) for the term of this Agreement. Consultant shall perform its services in accordance with this Agreement and in accordance with the referenced Scope of Work. Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work within the term specified in Section 1.01. Consultant's undertaking shall be limited to performing services for BCRUA and/or advising BCRUA concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A." However, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 1.04 below. 1.03 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES Not-to-Exceed Total for Payment for Services: Consultant's total compensation for consulting services hereunder shall not exceed Fourteen Thousand Four Hundred and No/100 Dollars ($14,400.00). This amount represents the total liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and BCRUA shall pay, strictly within the not-to-exceed sum recited herein. Reimbursable Expenses: Reimbursable expenses are not authorized under this Agreement. 1.04 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by the BCRUA Board, if the BCRUA determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall. not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the BCRUA shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 2 1.05 TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit a series of monthly detailed invoices to the BCRUA for services rendered. Each invoice for professional services shall detail the services performed, along with documentation. All payments to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the BCRUA. Should additional backup material be requested by the BCRUA, Consultant shall comply promptly. In this regard, should the BCRUA determine it necessary, Consultant shall make all records and books relating to this Agreement available to the BCRUA for inspection and auditing purposes. If the BCRUA has any dispute with work performed, then the BCRUA shall notify Consultant within thirty (30) days after receipt of invoice. In the event of any dispute regarding the work performed, then and in that event Consultant shall either (a) satisfactorily re-perform the disputed services or(b)provide the BCRUA with an appropriate credit. Payment of Invoices: The BCRUA reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of invoices, the BCRUA shall endeavor to pay Consultant promptly, but no Iater than the time period required under the Texas Prompt Payment Act described in Section 1.08 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the BCRUA or because of amounts which the BCRUA has a right to withhold under this Agreement or state law. The BCRUA shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 1.06 REQUIRED REPORTS Consultant agrees to provide the BCRUA with any necessary detailed interim and final written reports, together with all information gathered and materials developed during the course of the project. Additionally, Consultant agrees to provide the BCRUA with any necessary oral presentations of such detailed interim and final written reports, at the BCRUA's designation and at no additional cost to the BCRUA. 1.07 LIMITATION TO SCOPE OF WORK Consultant and the BCRUA agree that the scope of services to be performed is generally enumerated in Exhibit "A." Notwithstanding anything herein to the contrary, the parties agree that the BCRUA retains absolute discretion and authority for all funding decisions, such decisions to be based solely on criteria accepted by the BCRUA which may be influenced by but not be dependent on Consultant's work. 1.08 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the BCRUA's current revenues only. It is understood and agreed that the BCRUA shall have the right to terminate this Agreement at the end of any of 3 the BCRUA's fiscal years if the BCRUA Board does not appropriate funds sufficient to purchase the services as determined by the BCRUA's budget for the fiscal year in question. The BCRUA may effect such termination by giving Consultant a written notice of termination at the end of its then-current fiscal year. 1.09 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to be made by the BCRUA to Consultant will be made within thirty (30) days of the date the BCRUA receives goods under this Agreement, the date the performance of the services under this Agreement are completed or the date the BCRUA receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September l of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the BCRUA in the event: (1) There is a bona fide dispute between the BCRUA and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or (2) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; (3) The terms of a federal contract, grant, regulation, or statute prevent the BCRUA from making a timely payment with federal funds; or (4) The invoice is not mailed to the BCRUA in strict accordance with any instruction on the purchase order relating to the payment. 1.10 TERMINATION This Agreement may be terminated for any of the following conditions: (1) By the BCRUA for reasons of its own, with or without cause, and not subject to the mutual consent of any other party, such written termination notice to be given to the other party not less than thirty(30)days prior to termination. (2) By mutual agreement and consent of the parties, such agreement to be in writing. (3) By either party for failure by the other party to perform the services set forth herein in a satisfactory manner, such termination notice to be given in writing to the other party. (4) By either party for failure by the other party to fulfill its obligations herein. (5) By satisfactory completion of all services and obligations described herein. 4 Should the BCRUA terminate this Agreement as herein provided, no fees other than fees due and payable at the time of termination shall thereafter by paid to Consultant. The BCRUA shall pay Consultant for all uncontested services performed to date of notice of termination. If either party defaults in performance of this Agreement or if the BCRUA terminates this Agreement for default on the part of the other party, then the BCRUA shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the BCRUA, the cost to the BCRUA of employing another firm to complete the useable work, and other factors will affect the value to the BCRUA of the work performed at the time of default. The termination of this Agreement and payment of an amount in settlement as set forth above shall extinguish all rights, duties, and obligations of the BCRUA and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to cancellation. 1.11 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the BCRUA's employee. Consultant's employees or subcontractors are not the BCRUA's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the BCRUA agree to the following rights consistent with an independent contractor relationship: (l) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the BCRUA shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the BCRUA in skills necessary to perform services required by this Agreement. (6) The BCRUA shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the BCRUA. 1.12 NON-SOLICITATION All parties hereto agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement. 1.13 CONFIDENTIALITY; AND MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the BCRUA for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. All parties agree to hold all confidential information in the strictest confidence and not make any use thereof other than for the performance of this Agreement. Notwithstanding the foregoing, the parties recognize and understand that the BCRUA is subject to the Texas Public Information Act and its duties run in accordance therewith. Any and all materials created and developed by Consultant in connection with services performed under this Agreement, including all trademark and copyright rights, shall be the sole property of the BCRUA at the expiration of this Agreement. 1.14 WARRANTIES Consultant warrants that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work not in compliance with this warranty. 1.15 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify the BCRUA, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation,court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. The BCRUA agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, Iegal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. In no event shall either party be liable to the other for special or consequential damages, statutory or otherwise. 1.16 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties hereunder without the other's prior written approval. 6 1.17 LOCAL,STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services hereunder. The BCRUA will not do the following: (l) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the BCRUA shall provide Consultant with a certificate from the Texas State Comptroller indicating that the BCRUA is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 1.18 COMPLIANCE WITH LAWS A. Consultant, its consultants, agents, employees and subcontractors shall comply with all applicable federal and state laws, the Charter and Ordinances of the member cities, as amended, and all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, copyrights, and the Iike required in the performance of the services contracted for herein, and same shall belong solely to the BCRUA at the expiration of the term of this Agreement. B. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless that contract contains written verification from the company that it: (l) does not boycott Israel; and (2)will not boycott Israel during the term of this Agreement. The signatory executing this Agreement on behalf of the Consultant verifies that Consultant does not boycott Israel and will not boycott Israel during the term of this Agreement. 1.19 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 1.20 DESIGNATION OF THE BCRUA REPRESENTATIVE The BCRUA hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Karen Bondy BCRUA General Manager 221 East Main Street Round Rock,Texas 78664 Telephone: (512)215-9151 Email: kbondwt�.bcrua.org 1.21 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Linda T. Patterson, President Patterson & Associates 901 South MoPac Suite 195 Austin,TX 78746 Notice to the BCRUA: General Manager Stephan L. Sheets BCRUA AND TO: Attorney at Law 221 East Main Street 309 East Main Street Round Rock,TX 78664 Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the BCRUA and Consultant. 1.22 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 1.23 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including any appended exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. 8 No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 1.24 DISPUTE RESOLUTION The BCRUA and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 1.25 FORCE MAJEURE Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Consultant shall not be deemed to be in default of its obligations to the BCRUA if its failure to perform or its substantial delay in performance is due to the BCRUA's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations hereunder. 1.26 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 1.27 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner according to generally accepted business practices. 9 1.28 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. The failure of a party to exercise any right hereunder shall not operate as a waiver of said party's right to exercise such right or any other right in the future. The BCRUA agrees to provide Consultant with one (1) fully executed original of this Agreement document. This Agreement may be executed in multiple counterparts, which taken together shall be considered as one original. fN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. BRUSHY CREEK REGIONAL UTILITY AUTHORITY By: Printed Name:Andrea Navarrette Title: President Date Signed: ATTEST: By: Rene Flores, BCRUA Secretary FOR BCRUA,APPROVED AS TO FORM: By: Stephan L. Sheets, Attorney PATTERSON& ASSOCIATES By: . .� Printed Name: Title: Date Signed: 10 EXHIBIT "A" INVESTMENT ADVISORY EXTENSION PROPOSAL BRUSHY CREEK REGIONAL UTILITY DISTRICT With the ever-increasing complexity of cash management and the financial markets, more expertise and resources are needed to assure safety and to Invest wisely for reasonable returns. Nowhere is this as important as with public funds and their unique fiduciary responsibilities. In this arena,the role of Patterson&Associates as your investment advisor is to: - protect client assets, - manage assets within the client's policy constraints, - advise clients of market risks and opportunities, - assist clients with treasury operation functions(such as banking), - provide staff support on controls,procedures and policies, report accurately and thoroughly on a regular basis, communicate clearly with staff and management,and - perform. Patterson&Associates brings our extensive personal experience as public funds managers to provide these services. Acting as your extended staff,we bring expertise and service without the usual spiraling personnel and equipment costs and provide a continuity of service along with a thorough understanding of the markets which are then applied to your cash flows and portfolio. Let us share the power of our experience with you. The benefits of our services range from risk reduction to complete reporting. The City obtains the benefit of Investment expertise, technology, and market economies designed to be paid for from additional earnings. it adds complete, daily portfolio monitoring, weekly market updates, treasury service consulting and accurate monthly/quarterly reporting. This service allows you to reassign your staff to other functions for the best use of your resources. As your advisor we establish and manage your unique portfolio guided by your polity and objectives. You always retain control and you reap the rewards. Additional earnings from the portfolio generated by our expertise, market economies and continuous attention to value are designed to cover the entire cost of the services provided. Advisory Management Services We are proposing an agreement in which all the terms and conditions established and in place with BCRUA will continue as long as required by the BCRUA. All the services listed will remain available to the BCRUA. We can assure the Board of the BCRUA that all controls and statutory compliance is in place to insure that all segments of your cash management and investment management program are functioning safely and efficiently since all factors affect your risk and return profile. The services to be provided remain the same and Include: Investment policy and strategy review:analyze the existing Investment policy for application to real needs and,if necessary,formulate revisions including investment controls and strategies(written and operational)for feasibility and appropriateness. Investment reporting: full investment reporting on a monthly and quarterly basis in full compliance with the PFIA and industry best practices, providing adequacy and accuracy of Information to assure understanding at all levels. Reporting shows not only detail but explains the structure and risks and how they are mitigated Reporting includes GASB 31,40 and 72 annual reporting. Internal controls and policy Structure:at least annually reviewing not only compliance to statutes but assuring that your policies are practical and reflect your needs and risk tolerance levels. - Cash flow analysis: review historical and projected cash flows for portfolio design and policy agreement and compliance. Banking arrangement and structure: determine the efficiency and cost effectiveness of the current banking structure and possible recommendations for improvement including preparation,bidding,and evaluation of new depository agreements as well as cost reviews. Exposure review:determine any audit,operational or policy exposures in the Treasury area. Statutory Compliance:annually evaluate operations and reporting for compliance to state law. Other areas in which we can assist your operation include: - Coordination with external client agencies:improve efficiencies with any external service institutions (such as broker/dealers, custodians, and depositories) for maximum utility of funds and investment alternatives. - Collateral review and monitoring: monitoring the collateral as well as advising on how to manage the collateral risk through banking structures, - Review of internal procedures and processes: evaluate internal treasury procedures for maximum benefit Including transactions and transaction audit trails reviewing for adequate management oversight. Collections and receivables review:review procedures for efficient collection of funds and receivables. Cash Handling review and training:review cash handlers across the organization in proper handling of funds as well as reviewing the internal forms and processes in use. We are managing your funds we Include all of these services under the one annual contract tee. Our complete advisory services offer all our services under one comprehensive agreement. Portfolio management, policy and procedural work,collateral monitoring, bank bidding, and internal control development are available to you when and if needed. We have worked with the BCRUA since its conception to assure that the portfolio and all Involved are safe and secure and operating to meet the funding needs of the organization. We work continue to work to understand cash flows needs, reporting needs, and your policies and procedures. Jointly,we have set guidelines and strategy which direct all trades on the portfolio which are strictly followed. We monitor your cash flow and portfolio daily to create a viable portfolio and monitor the portfolio to make transactions (approved by you) as opportunities and maturities occur. We constantly evaluate the market conditions and potential value for your portfolio. Trades are only initiated after we together agree upon yield levels. Documentation of the trade is sent to you immediately and we handle all the time-consuming settlement work of your securities into your banks. We are your independent agent in the market finding the best value, keeping your funds working while monitoring settlement and custody for any difficulties. We monitor cash flows and the portfolio to manage portfolio transactions as opportunities occur creating and following a strategy rather than ad hoc buying. We daily evaluate the market and potential values for your portfolio. Final decisions on purchases are always made by as we operate on a non- discretionary basis. We will continue establish and maintain your broker files for compliance. All trades are competitive and documented as such. E-mails are used for complete information and independent broker confirmations of trades are sent directly to you, by P&A and the counterparty broker,for a complete audit trail. All the time consuming market evaluation, trade and settlement work is done for you. The BCRUA authorizes P&A to execute and authorizes us to give instructions to your depository for custody. Your control on your assets and funds is complete because all trades are completed delivery versus payment(DVP)assuring safekeeping solely in the name of BCRUA. Full reporting will continue on a monthly and quarterly basis in compliance with GAAP and GASB. GASB 31,40 and 72 reporting is provided at year end. All reports are tailored to your specifications and your securities are priced through independent sources. In addition to portfolio management,Patterson&Associates'certified cash managers have been and will continue to be available for any treasury project. We will prepare and evaluate banking proposals for you. We review your Investment Policy and Strategies annually and keep it in full statutory compliance. We are proposing to continue the contract with the full range of investment advisory services on a monthly fee of $1,200 per month, 5ummary Funds management services extend your staff,add safety,and provide you with resources normally available only to largest portfolios. It also increases your control over the process and your assets and normally increases earnings. Besides safety,the increased earnings you receive from having the funds professionally managed and continuously monitored are designed to more than pay for the investment advisory service. We only manage public funds and come from your side of the desk so we understand your priorities and needs as well as constraints. The contract brings you expertise,safety,performance and support as well as a wealth of information and support. Patterson&Associates has appreciated and enjoyed working with the BCRUA for many years and looks forward to our continuing relationship. We will continue to tailor our services to your needs. BCRUA can be assured of our complete support,totally independent and competitive advice and transactions,and our complete focus on safety. We would appreciate the opportunity to assist BCRUA In this area of high public trustl ORIGINAL EXECUTED DOCUMENT TO FOLLOW... BRUSHY CREEK REGIONAL UTILITY AUTHORITY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH PATTERSON CAPITAL MANAGEMENT dba PATTERSON & ASSOCIATES This Agreement shall recite the contractual terms whereby the Brushy Creek Regional Utility Authority (hereinafter referred to as the "BCRUA") engages Patterson & Associates (hereinafter referred to as "Patterson" or the "Consultant") to perform, by way of illustration and not limitation,the following services: Provision of investment advisory services to provide nondiscretionary portfolio management services for the BCRUA's investment portfolio including, but not limited to, the execution of securities purchases and sales for the BCRUA's funds, investment advice, investment reporting, and review of the BCRUA's Investment Policy and procedures. This Agreement (hereinafter referred to as the "Agreement") is made by and between the Brushy Creek Regional Utility Authority, a Texas local government corporation, whose offices are located at 1906 Hur Industrial Boulevard, Cedar Park, Texas 78630, and Patterson & Associates, whose offices are located at Barton Oaks Plaza 11, 901 South MoPac, Suite 195, Austin, Texas 78746. RECITALS: WHEREAS, the BCRUA has determined that there is a need for the delineated services; and WHEREAS, the BCRUA desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE; TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement be for twelve (12) months from the effective date herein. 00422595ss2 tZ -- e�K p5-D -l�� The BCRUA reserves the right to review the Agreement and contractual relationship at any time, and may elect to terminate same with or without cause or may elect to continue. 1.02 CONTRACT AMOUNT; AND SCOPE OF WORK In consideration for the professional services to be performed by Consultant, the BCRUA agrees to pay Consultant a monthly fee of One Thousand Two Hundred and No/100 Dollars ($1,200.00) in payment for services for a total not-to-exceed fee of Fourteen Thousand Four Hundred and No/100 Dollars ($14,400.00) for the term of this Agreement. Consultant shall perform its services in accordance with this Agreement and in accordance with the referenced Scope of Work. Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work within the term specified in Section 1.01. Consultant's undertaking shall be limited to performing services for BCRUA and/or advising BCRUA concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A." However, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 1.04 below. 1.03 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES Not-to-Exceed Total for Payment for Services: Consultant's total compensation for consulting services hereunder shall not exceed Fourteen Thousand Four Hundred and No/100 Dollars ($14,400.00). This amount represents the total liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and BCRUA shall pay, strictly within the not-to-exceed sum recited herein. Reimbursable Expenses: Reimbursable expenses are not authorized under this Agreement. 1.04 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by the BCRUA Board, if the BCRUA determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the BCRUA shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 2 1.05 TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit a series of monthly detailed invoices to the BCRUA for services rendered. Each invoice for professional services shall detail the services performed, along with documentation. All payments to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the BCRUA. Should additional backup material be requested by the BCRUA, Consultant shall comply promptly. In this regard, should the BCRUA determine it necessary, Consultant shall make all records and books relating to this Agreement available to the BCRUA for inspection and auditing purposes. If the BCRUA has any dispute with work performed, then the BCRUA shall notify Consultant within thirty (30) days after receipt of invoice. In the event of any dispute regarding the work performed, then and in that event Consultant shall either (a) satisfactorily re-perform the disputed services or(b) provide the BCRUA with an appropriate credit. Payment of Invoices: The BCRUA reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of invoices, the BCRUA shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 1.08 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the BCRUA or because of amounts which the BCRUA has a right to withhold under this Agreement or state law. The BCRUA shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 1.06 REQUIRED REPORTS Consultant agrees to provide the BCRUA with any necessary detailed interim and final written reports, together with all information gathered and materials developed during the course of the project. Additionally, Consultant agrees to provide the BCRUA with any necessary oral presentations of such detailed interim and final written reports, at the BCRUA's designation and at no additional cost to the BCRUA. 1.07 LIMITATION TO SCOPE OF WORK Consultant and the BCRUA agree that the scope of services to be performed is generally enumerated in Exhibit "A." Notwithstanding anything herein to the contrary, the parties agree that the BCRUA retains absolute discretion and authority for all funding decisions, such decisions to be based solely on criteria accepted by the BCRUA which may be influenced by but not be dependent on Consultant's work. 1.08 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the BCRUA's current revenues only. It is understood and agreed that the BCRUA shall have the right to terminate this Agreement at the end of any of 3 the BCRUA's fiscal years if the BCRUA Board does not appropriate funds sufficient to purchase the services as determined by the BCRUA's budget for the fiscal year in question. The BCRUA may effect such termination by giving Consultant a written notice of termination at the end of its then-current fiscal year. 1.04 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to be made by the BCRUA to Consultant will be made within thirty (30) days of the date the BCRUA receives goods under this Agreement, the date the performance of the services under this Agreement are completed or the date the BCRUA receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the BCRUA in the event: (1) There is a bona fide dispute between the BCRUA and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or (2) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; (3) The terms of a federal contract, grant, regulation, or statute prevent the BCRUA from making a timely payment with federal funds; or (4) The invoice is not mailed to the BCRUA in strict accordance with any instruction on the purchase order relating to the payment. 1.10 TERMINATION This Agreement may be terminated for any of the following conditions: (1) By the BCRUA for reasons of its own, with or without cause, and not subject to the mutual consent of any other party, such written termination notice to be given to the other party not less than thirty(30)days prior to termination. (2) By mutual agreement and consent of the parties, such agreement to be in writing. (3) By either party for failure by the other party to perform the services set forth herein in a satisfactory manner, such termination notice to be given in writing to the other party. (4) By either party for failure by the other party to fulfill its obligations herein. (5) By satisfactory completion of all services and obligations described herein. 4 Should the BCRUA terminate this Agreement as herein provided, no fees other than fees due and payable at the time of termination shall thereafter by paid to Consultant. The BCRUA shall pay Consultant for all uncontested services performed to date of notice of termination. If either party defaults in performance of this Agreement or if the BCRUA terminates this Agreement for default on the part of the other party, then the BCRUA shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the BCRUA, the cost to the BCRUA of employing another firm to complete the useable work, and other factors will affect the value to the BCRUA of the work performed at the time of default. The termination of this Agreement and payment of an amount in settlement as set forth above shall extinguish all rights, duties, and obligations of the BCRUA and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to cancellation. 1.11 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the BCRUA's employee. Consultant's employees or subcontractors are not the BCRUA's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the BCRUA agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the BCRUA shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the BCRUA in skills necessary to perform services required by this Agreement. (6) The BCRUA shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the BCRUA. 5 1.12 NON-SOLICITATION All parties hereto agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement. 1.13 CONFIDENTIALITY; AND MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the BCRUA for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. All parties agree to hold all confidential information in the strictest confidence and not make any use thereof other than for the performance of this Agreement. Notwithstanding the foregoing, the parties recognize and understand that the BCRUA is subject to the Texas Public Information Act and its duties run in accordance therewith. Any and all materials created and developed by Consultant in connection with services performed under this Agreement, including all trademark and copyright rights, shall be the sole property of the BCRUA at the expiration of this Agreement. 1.14 WARRANTIES Consultant warrants that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work not in compliance with this warranty. 1.15 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify the BCRUA, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. The BCRUA agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants, representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a result hereof. In no event shall either party be liable to the other for special or consequential damages, statutory or otherwise. 1.16 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties hereunder without the other's prior written approval. 6 1.17 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services hereunder. The BCRUA will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the BCRUA shall provide Consultant with a certificate from the Texas State Comptroller indicating that the BCRUA is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 1.18 COMPLIANCE WITH LAWS A. Consultant, its consultants, agents, employees and subcontractors shall comply with all applicable federal and state laws, the Charter and Ordinances of the member cities, as amended, and all applicable rules and regulations promulgated by Iocal, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, copyrights, and the like required in the performance of the services contracted for herein, and same shall belong solely to the BCRUA at the expiration of the term of this Agreement. B. In accordance with Chapter 2270,Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless that contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. The signatory executing this Agreement on behalf of the Consultant verifies that Consultant does not boycott Israel and will not boycott Israel during the term of this Agreement. I.19 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 1.20 DESIGNATION OF THE BCRUA REPRESENTATIVE The BCRUA hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Karen Bondy BCRUA General Manager 221 East Main Street Round Rock, Texas 78664 Telephone: (512) 215-9151 Email: kbondy a$crua.ora 1.21 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Linda T. Patterson, President Patterson & Associates 901 South MoPac Suite 195 Austin, TX 78746 Notice to the BCRUA: General Manager Stephan L. Sheets BCRUA AND TO: Attorney at Law 221 East Main Street 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the BCRUA and Consultant. 1.22 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if Iegal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 1.23 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including any appended exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. 8 No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 1.24 DISPUTE RESOLUTION The BCRUA and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14) or any applicable state arbitration statute. 1.25 FORCE MAJEURE Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Consultant shall not be deemed to be in default of its obligations to the BCRUA if its failure to perform or its substantial delay in performance is due to the BCRUA's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations hereunder. 1.26 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 1.27 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner according to generally accepted business practices. 9 1.28 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. The failure of a party to exercise any right hereunder shall not operate as a waiver of said party's right to exercise such right or any other right in the future. The BCRUA agrees to provide Consultant with one (1) fully executed original of this Agreement document. This Agreement may be executed in multiple counterparts, which taken together shall be considered as one original. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. BRUSHY CREEK REGIONAL UTILITY AUTHORITY By: - Printed Name:Andrea Navarrette Title: President Date Signed: ATTEST: By. 4Reneores, BCRUA y FOR BCRUXI AATO FORM: B • Steph Sh s, ttorney PATTERSON & ASSOCIATES By: Printe e: 1* - T-&/2SoA- Title: S�Ae Date Signed: 10 EXHIBIT "All INVESTMENT ADVISORY EXTENSION PROPOSAL BRUSHY CREEK REGIONAL UTILITY DISTRICT With the ever-increasing complexity of cash management and the financial markets, more expertise and resources are needed to assure safety and to Invest wisely for reasonable returns. Nowhere is this as important as with public funds and their unique fiduciary responsibilities_ In this arena,the role of Patterson&Associates as your investment advisor is to: protect client assets, manage assets within the client's policy constraints, advise clients of market risks and opportunities, assist clients with treasury operation functions(such as banking), provide staff support on controls,procedures and policies, report accurately and thoroughly on a regular basis, communicate clearly with staff and management,and - perform. Patterson&Associates brings our extensive personal experience as public funds managers to provide these services. Acting as your extended staff, we bring expertise and service without the usual spiraling personnel and equipment costs and provide a continuity of service along with a thorough understanding of the markets which are then applied to your cash flows and portfolio. Let us share the power of our experience with you. The benefits of our services range from risk reduction to complete reporting. The City obtains the benefit of investment expertise, technology, and market economies designed to be paid for from additional earnings. It adds complete, daily portfolio monitoring, weekly market updates, treasury service consulting and accurate monthly/quarterly reporting. This service allows you to reassign your staff to other functions for the best use of your resources. As your advisor we establish and manage your unique portfolio guided by your polity and objectives. You always retain control and you reap the rewards. Additional earnings from the portfolio generated by our expertise, market economies and continuous attention to value are designed to cover the entire cost of the services provided. Advisoil Management Services We are proposing an agreement in which all the terms and conditions established and in place with BCRUA will continue as long as required by the BCRUA. All the services listed will remain available to the BCRUA. We can assure the Board of the BCRUA that all controls and statutory compliance is In place to insure that all segments of your cash management and investment management program are functioning safely and efficiently since all factors affect your risk and return profile. The services to be provided remain the same and include: Investment policy and strategy review: analyze the existing investment policy for application to real needs and, if necessary,formulate revisions including investment controls and strategies{written and operational}for feasibility and appropriateness. Investment reporting: full investment reporting on a monthly and quarterly basis in full compliance with the PFIA and Industry best practices, providing adequacy and accuracy of information to assure understanding at all levels. Reporting shows not only detail but explains the structure and risks and how they are mitigated Reporting includes GASB 31,40 and 72 annual reporting. Internal controls and policy Structure:at least annually reviewing not only compliance to statutes but assuring that your policies are practical and reflect your needs and risk tolerance levels. Cash flow analysis: review historical and projected cash flows for portfolio design and policy agreement and compliance. Banking arrangement and structure: determine the efficiency and cast effectiveness of the current banking structure and possible recommendations for improvement including preparation,bidding,and evaluation of new depository agreements as well as cost reviews. Exposure review:determine any audit,operational or policy exposures in the Treasury area. Statutory Compliance:annually evaluate operations and reporting for compliance to state law. Other areas in which we can assist your operation include: Coordination with external client agencies:improve efficiencies with any external service institutions (such as broker/dealers, custodians, and depositories) for maximum utility of funds and investment alternatives. Collateral review and monitoring: monitoring the collateral as well as advising on how to manage the collateral risk through banking structures, Review of internal procedures and processes: evaluate Internal treasury procedures for maximum benefit including transactions and transaction audit trails reviewing for adequate management oversight. Collections and receivables review:review procedures for efficient collection of funds and receivables. Cash Handling review and training:review cash handlers across the organization in proper handling of funds as well as reviewing the internal forms and processes in use_ We are mangaing yourLunds we include ail of these services under the one annual contract fee. Our complete advisory services offer all our services under one comprehensive agreement. Portfolio management, policy and procedural work, collateral monitoring, bank bidding, and Internal control development are available to you when and If needed. We have worked with the BCRUA since Its conception to assure that the portfolio and all involved are safe and secure and operating to meet the funding needs of the organization. We work continue to work to understand cash flows needs, reporting needs, and your policies and procedures. Jointly,we have set guidelines and strategy which direct all trades on the portfolio which are strictly followed. We monitor your cash flow and portfolio daily to create a viable portfolio and monitor the portfolio to make transactions (approved by you) as opportunities and maturities occur. We constantly evaluate the market conditions and potential value for your portfolio. Trades are only initiated after we together agree upon yield levels. Documentation of the trade is sent to you immediately and we handle all the time-consuming settlement work of your securities into your banks. We are your independent agent in the market finding the best value, keeping your funds working while monitoring settlement and custody for any difficulties. We monitor cash flows and the portfolio to manage portfolio transactions as opportunities occur creating and following a strategy rather than ad hoc buying. We daily evaluate the market and potential values for your portfolio. Final decisions on purchases are always made by as we operate on a non- discretionary basis. We will continue establish and maintain your broker files for compliance. All trades are competitive and documented as such. E-mails are used for complete information and independent broker confirmations of trades are sent directly to you, by P&A and the counterparty broker,for a complete audit trail. All the time consuming market evaluation, trade and settlement work is done for you. The BCRUA authorizes P&A to execute and authorizes us to give instructions to your depository for custody. Your control on your assets and funds is complete because all trades are completed delivery versus paymentDVP assuring safekeeping solely in the name of BCRUA. Full reporting will continue on a monthly and quarterly basis in compliance with GAAP and GASB. GASB 31,40 and 72 reporting is provided at year end. All reports are tailored to your specifications and your securities are priced through independent sources. In addition to portfolio management,Patterson&Associates'certified cash managers have been and will continue to be available for any treasury project. We will prepare and evaluate banking proposals for you. We review your Investment Policy and Strategies annually and keep it In full statutory compliance. We are proposing to continue the contract with the full range of investment advisory services on a monthly fee of $1,200 per month. Summary Funds management services extend your staff,add safety,and provide you with resources normally available only to largest portfolios. It also increases your control over the process and your assets and normally increases earnings. Besides safety, the increased earnings you receive from having the funds professionally managed and continuously monitored are designed to more than pay for the investment advisory service, We only manage public funds and come from your side of the desk so we understand your priorities and needs as well as constraints_ The contract brings you expertise,safety,performance and support as well as a wealth of information and support. Patterson&Associates has appreciated and enjoyed working with the BCRUA for many years and looks forward to our continuing relationship. We will continue to tailor our services to your needs. BCRUA can be assured of our complete support,totally independent and competitive advice and transactions,and our complete focus on safety_ We would appreciate the opportunity to assist BCRUA in this area of high public trustl