Amendment 1 to Agreement with PT Advisors, LLC
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C26-0005-1
AMENDMENT NO. 1
AGREEMENT FOR INVESTMENT ADVISORY SERVICES
(City of Glendale, Contract No. C26-0005)
This Amendment No. 1 (“Amendment”) to the Agreement for Investment Advisory Services (“Agreement”) is
made this day of 2026, (“Effective Date”), by and between the City of Glendale, an Arizona municipal
corporation (“City”) and PT Advisors, LLC (FN), a Colorado limited liability company, authorized to do
business in Arizona (“Contractor”).
RECITALS
A.
City and Contractor previously entered into an Agreement for Investment Advisory Services, City
Contract No. C26-0005, dated January 13, 2026 (“Agreement”); and
B.
City and Contractor previously agreed upon certain modified terms in the Agreement, and City and
Contractor wish to ensure such terms are contained in the Agreement; and, therefore,
C.
City and Contractor wish to modify and amend the Agreement subject to and strictly in accordance with
the terms of this Amendment.
AGREEMENT
In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree as follows:
1.
Recitals. The recitals set forth above are not merely recitals but form an integral part of this Amendment.
2.
Paragraph 1. Key Personnel; Sub-contractors.
Paragraph 1.2 is deleted in its entirety and replaced by the following:
1.2 Project Team. Contractor will assign personnel (“Project Team”) with sufficient training, knowledge,
and experience to complete the Project and handle all aspects of the Project (as determined by the City in
its sole discretion); such that the work produced by Contractor is consistent with applicable standards as
detailed in this Agreement. Consultant will use best efforts to enhance continuity in the Project Team.
Consultant will provide advance notice, with a minimum of 10 (ten) business days, of any changes in the
Project Team that will materially affect the provision of the services.
a. Contractor will change any of the members of the Project Team at the City's request if an
employee's performance does not equal or exceed the level of competence that the City may
reasonably expect of a person performing those duties or if the acts or omissions of that person
are detrimental to the development of the Project.
b. Sub-contractors.
(1) Contractor may engage specific technical contractors (each a “Sub-contractor”) to
furnish certain service functions. Delegation of Contractor’s services under this Agreement
to (i) an affiliate, or (ii) to third parties for administrative and back-office functions will not
be deemed to be subcontracting and will not require notice to or approval from the City.
(2) Contractor will remain fully responsible for Sub-contractor’s services.
(3) Sub-contractors must be approved by the City, unless the Sub-contractor was previously
mentioned in the response to the solicitation.
(4) Contractor shall certify by letter that contracts with Sub-contractors have been executed
incorporating requirements and standards as set forth in this Agreement.
3.
Paragraph 3.1. Contractor’s Work.
Paragraph 3.1 is deleted in its entirety and replaced by the following:
3.1 Standard. Contractor must perform services in accordance with the standards owed pursuant
to applicable federal and state law, including the Investment Advisers Act of 1940. At a minimum
and not in lieu of greater standards of care in applicable state and federal law, Consultant will
perform all duties and responsibilities in this Agreement with the care, skill, prudence, and
diligence, under the circumstances then prevailing, that a prudent investment expert acting in a
like capacity and familiar with such matters would use in the conduct of an enterprise of like
character and with like objectives.
4.
Paragraph 6 Termination.
Paragraph 6.1 is deleted in its entirety and replaced by the following:
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the Effective Termination date, which may not be
less than 90 days following the date of delivery. Contractor may terminate this Agreement for
convenience, without cause, by delivering a written termination notice stating the Effective
Termination date, which may not be less than 90 days following the date of delivery.
a.
In the event of a termination, Contractor will be equitably compensated for Goods or
Services furnished prior to receipt of the termination notice and for reasonable costs
incurred.
b.
Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with project closeout and delivery of
the required items to the City.
c.
In the event of termination by Contractor, Contractor shall promptly refund to City any
amounts paid in advance for Goods or Services. Upon termination, Contractor shall
deliver to City all work product, deliverables, and materials prepared or obtained in
connection with the Agreement up to the effective date of termination.
Paragraph 6.2 is deleted in its entirety and replaced by the following:
6.2 For Cause. Either Party may terminate this Agreement for cause if the other Party fails to
cure any material breach of this Agreement within 30 days after receipt of written notice specifying
the breach.
a.
In the event of a termination by City, Contractor will not be entitled to further payment
until after damages have been determined by an arbitrator in accordance with Section 17
of this Agreement. If City's damages resulting from the breach, as determined the
arbitrator, are less than the equitable amount due but not paid Contractor for Service and
Repair furnished, City will pay the amount due to Contractor, less City's damages, in
accordance with the provision of § 5.
b.
If City's direct damages determined in accordance with Section 17 of this Agreement
exceed amounts otherwise due to Contractor, Contractor must pay the difference to City
promptly upon written demand. Notwithstanding the foregoing, Contractor’s liability for
direct, consequential, incidental, indirect, special, or punitive damages shall be strictly
limited to $2,000,000 or the total compensation payable under this Agreement, whichever
is greater. In no event shall Contractor be liable for lost profits, loss of business, or other
economic losses not directly caused by Contractor’s breach.
5.
Paragraph 8.2 Sub-Contractors.
Paragraph 8.2 is deleted in its entirety and replaced by the following:
8.2
Sub-contractors.
a.
Contractor must use reasonable efforts to cause its Sub-contractors to obtain and maintain
the Required Insurance. The parties acknowledge and agree that reasonable efforts include
(but are not limited to) replacing Sub-contractors who refuse to obtain the Required
Insurance with qualified Sub-contractors who are willing to obtain the Required Insurance.
b.
City may consider waiving these insurance requirements for a specific Sub-contractor if
City is satisfied the amounts required are not commercially available to the Sub-contractor
and the insurance the Sub-contractor does have is appropriate for the Sub-contractor's
work under this Agreement.
c.
Contractor and Sub-contractors must provide to the City proof of the Required Insurance
whenever requested. For the avoidance of doubt, Delegation of Contractor’s services
under this Agreement to (i) an affiliate, or (ii) to third parties for administrative and back-
office functions will not be deemed to be Sub-contracting for the purposes of this
provision.
6.
Paragraph 8.3. Indemnification.
Paragraph 8.3(a) is deleted in its entirety and replaced by the following:
a. To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
“Indemnified Party,” collectively, the “Indemnified Parties”), for, from, and against
any and all claims, demands, actions, damages, judgments, settlements, personal injury
(including sickness, disease, death, and bodily harm), property damage (including loss
of use), infringement, governmental action and all other losses and expenses, including
attorneys’ fees and litigation expenses (each, a “Demand or Expense”; collectively
“Demands or Expenses”) asserted by a third party (i.e., a person or entity other than
City or Contractor) and that arises out of or results from a material breach of this
Agreement by the Contractor or the Contractor’s negligent actions, grossly negligent
actions, or willful misconduct (including any authorized Sub-contractor or other
person or firm employed by Contractor), whether sustained before or after completion
of the Project. Notwithstanding anything to the contrary in this Agreement, the total
aggregate liability of Conractor to City and its Indemnified Parties, whether in contract,
tort (including negligence) indemnity, or otherwise, shall not exceed $1,000,000.
Paragraph 8.3(b) is deleted in its entirety and replaced by the following:
b. This indemnity and hold harmless provision applies even if a Demand or Expense is
in part due to the Indemnified Party's negligence or breach of a responsibility under
this Agreement, but in that event, Contractor shall be liable only to the extent the
Demand or Expense results from the negligence, gross negligence or willful
misconduct causing a material breach of a responsibility of Contractor or of any person
or entity for whom Contractor is responsible.
7. Paragraph 9 E-verify, Records, and Audits.
Paragraph 9 is deleted in its entirety and replaced by the following:
To the extent applicable under A.R.S. § 41-4401, the Contractor warrants their compliance and
that of its subcontractors with all federal immigration laws and regulations that relate to their
employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Contractor or subcontractor’s breach of this warranty shall be deemed a material breach of the
Agreement and may result in the termination of the Agreement by the City under the terms of this
Agreement. The City retains the legal right to randomly inspect the papers and records of the
other party to ensure that the other party is complying with the above-mentioned warranty. The
Contractor and subcontractor warrant to keep their respective papers and records open for
random inspection during normal business hours by the other party upon being given reasonable
notice of inspection. The parties shall cooperate with the City’s random inspections, including
granting the inspecting party entry rights onto their respective properties to perform the random
inspections and waiving their respective rights to keep such papers and records confidential.
8. Paragraph 13 Notices.
Paragraph 13.1(b) is deleted in its entirety and replaced by the following:
b.
Delivered in person or by electronic communication, overnight courier service
(delivery charges prepaid), certified or registered mail (return receipt requested); and
Paragraph 13.1(c)(3) is added as follows:
(3) at the time of transmission if such notice is sent by electronic communication
9. Paragraph 15.4 Amendment.
Paragraph 15.4 Is deleted in its entirety and replaced by the following:
15.4
Amendment. No amendment to this Agreement will be binding unless in writing and
executed by the parties. Any amendment may be subject to City Council approval.
10.
Exhibit B. Investment Advisory Services Compensation.
Exhibit B is replaced by the following:
EXHIBIT B
INVESTMENT ADVISORY SERVICES COMPENSATION
METHOD AND AMOUNT OF COMPENSATION
The method and amount of compensation is in accordance with Section 4 of this Agreement. The
Management Fee is calculated based on the average daily market value of the Assets under management
in the Account and based on the number of days in the month and year for the specified billing cycle,
payable in monthly installments in arrears.
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the
Project during the entire term of the Project must not exceed $620,445.
DETAILED PROJECT COMPENSATION
PRICING WORKBOOK
Contractor must complete the Pricing Schedule below. Any items not clearly listed on Contractor’s
submitted price proposal will be considered included in Contractor’s price at no additional cost to the
City. All pricing should contemplate compliance with the performance requirements as specified in the
Scope of Work.
INSTRUCTIONS:
a.
The cost proposal must be submitted separately from the rest of the written proposal.
b.
Cost proposals shall be quoted as an all-inclusive fixed fee for services.
c.
All inclusive – covers all direct and indirect necessary expenses including but not limited to:
travel, telephone, copying, and other out-of-pocket expenses.
d.
Not to Exceed – The actual fees shall not exceed the amount specified in fee proposal.
INVESTMENT ADVISORY SERVICES FEE SCHEDULE
Item
No.
Description
Year 1
Year 2
Year 3
Year 4
Year 5
1.
Fee Schedule per year (in percent) based on the
City of Glendale’s Investment Portfolio of
approximately $311 million.
Please include a detailed breakdown of all fees
included in the Fee Schedule:
Advisory fees $124,089
Custodial fees $
______
Conversion fees
$
______
Travel $
______
Training
$___________
Others:
_______
$___________
$___________
0.0399%
0.0399%
0.0399%
0.0399%
0.0399%
2.
Proposed Fee Reductions (in percent) offered
for Year 2, Year 3, Year 4 and Year 5 if contract
is awarded.
(_____%
)
(_____%)
(____%)
(_____%)
3.
Additional Yearly Expenses not covered in the
Fee Schedule in Item No.1.
Pls. include a detailed breakdown of Additional
Yearly Expenses:
$___________
$
______
$
______
$
______
$
______
$
$
$
$
$
1.
DISCOUNT/PAYMENT TERMS: The City standard is 2% 20 days
Comply:
YES ___ NO X
If your answer is NO, please state terms offered: (Enter discount rate if payment in 20
days) %
2.
PAYMENT Contractor shall provide monthly statements of itemized services. Payment
will be reviewed and approved by the Contract Administrator or designee. The itemized
statement shall not exceed the proposal fee in this Section.
3.
TAX AMOUNT Do not include any use tax or federal tax in your proposal.
11. Capitalized terms in this Amendment No. 1 will have the same meaning as in the Agreement.
To the extent that the terms and provisions of this Amendment No. 1 conflict with, modify or
supplement portions of the Agreement, the terms and provisions contained in this Amendment No.
1 shall govern and control the rights and obligations of the parties.
12. Except as expressly altered, modified and changed in this Amendment No. 1, all terms and
provisions of the Agreement shall remain in full force and effect, and are hereby ratified and
confirmed in all respects as of the date hereof.
13. This Amendment No. 1 shall be binding on the parties hereto, their heirs, executors, successors,
and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Agreement as of the date first written above.
CITY OF GLENDALE, an Arizona
municipal corporation
___________________________________
Patrick S. Banger, City Manager
ATTEST:
____________________________________
Julie K. Bower, City Clerk (SEAL)
APPROVED AS TO FORM:
____________________________________
Michael D. Bailey, City Attorney
PT Advisors, LLC (FN),
a Colorado limited liability company
By:
Stephen J Dixon
Its:
Director
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