HomeMy WebLinkAboutContractDI
CAG-24-167
RETIREMENT PLAN ADVISORY SERVICES AGREEMENT
This Retirement Plan Advisory Services Agreement (the "Agreement") is effective July l, 2024 by and between CITY
OF RENTON AND THE RENTON REGIONAL FIRE AUTHORITY, (collectively, "Plan Sponsor" or "Client")
and CAPFINANCIAL PARTNERS, LLC, d/b/a CAPTRUST Financial Advisors, a North Carolina limited liability
company, ("CAPTRUST"). Client, individually and as the plan sponsor, retains CAPTRUST to provide the Services
as described below) in its capacity as an Investment Adviser firm registered with the Securities and Exchange
Commission (the "SEC") under the Investment Advisers Act of 1940, as amended, (the "Advisers Act") for Client's
City of Renton & Renton Regional Fire Authority Deferred Compensation Plan (the "Plan"). The parties agree as
follows:
This Agreement amends and restates, in its entirety that investment advisory services agreement dated November I,
2018 (as may have been amended from time to time) previously entered into by Client and CAPTRUST, as successor-
in-interest to Cammack LaRhette Advisors, LLC, with respect to the Plan (the "Prior Agreement").
1.Investment AdvisoryServices1.
1. Services Provided. CAPTRUST will provide the services selected by Client in Exhibit A attached
collectively, the "Services") with respect to the Plan. The Services shall be provided to Client on the terms
and conditions set out in this Agreement.
1.2. Additional Services. This Agreement only governs the Services and Fees (as defined below) described in
this Agreement, and it shall not affect or be applicable to any other services provided by CAPTRUST ( or any
of its affiliated companies) to Client or any related person or entity pursuant to any separate agreement or
understanding. CAPTRUST may be employed to provide separate services to certain Self Directed Brokerage
Accounts where an independent fiduciary (i.e., Client) and the Plan Participant acknowledge that they
understand they will be receiving individualized services and the Plan Participant engages those services
under a separate pricing schedule and agreement approved by CAPTRUST and that independent fiduciary.
2.Fees2.
1. Amount. CAPTRUST shall not be compensated on the basis of a share of capital gains upon or capital
appreciation of the funds or any portion of the funds of Client or the Plan. Rather, the fees to be paid to
CAPTRUST for the Services (the "Fees") shall be determined as follows:
General Advisory Services Fee: $45,020 per year through October 31, 2024. Thereafter the Fees
shall increase at the rate of 3% per year each November Ist, commencing November I, 2024.
Participant Advisory Services Fee: $29,376 per year through October 31, 2025. Thereafter the
Fees shall increase at the rate of 3% per year each November Ist, commencing November I, 2025.
Any additional one-on-one meeting days are billed at $2,000 per day.
Recordkeeper Request for Proposal Fee: $20,000 flat fee, and an additional $10,000 for
implementation, if required. Includes two onsite meetings and two meetings via video conference.
If the Plan Sponsor can coordinate onsite meetings to align with the Adviser's existing travel
schedule to Washington State, the Adviser will attend all meetings onsite for the first year of the
contract. Quarterly meeting requests that do not align with the existing travel schedule will be billed
at $2,500 per meeting.
2.2. Payment. Fees are calculated on a quarterly basis (i.e., using one-quarter of the annual rate stated above)
and will be payable quarterly, in advance, at the beginning of each calendar quarter. Asset based fees will be
calculated on the value of plan assets as of the last day of the immediately preceding quarter. If this
PAGE I OF9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC I 919.870.6822 I 800.216.0645
Version August2123
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
3. ½/
I
Agreement becomes effective as of a day other than the first day of a calendar quarter or if a termination of
this Agreement is effective on a day other than the last day of a calendar quarter, the Fees for that calendar
quarter shall be prorated ( calculated on a per diem basis) and the applicable amount promptly paid by Client
to CAPTRUST or refunded by CAPTRlJST Lo Client, as Lhe case may be.
Client authorizes CAPTRUST to collect the Fees in the following manner:
Invoice Client
Client's execution of this Agreement may authorize the custodian of the Plan's account(s) to debit such
account(s) forthe amount of CAPTRUST's Fees and to remit those amounts directly to CAPTRUST.
Information
3. 1. Client/Plan Information.
Client will provide or will cause to be provided to CAPTRUST all pertinent
information regarding the Plan's investment objectives, risk tolerances, asset allocation, historical
performance, income and liquidity requirements, and any other relevant matters, all as may from time to time
be reasonably requested by CAPTRUST. Client authorizes CAPTRUST to obtain all information from the
Plan's other service providers and the Plan's trnstee and administrator as CAPTRUST may reasonably require.
CAPTRUST may rely on all information provided to it pursuant to this Section without further verification.
If the Plan's needs or objectives change so that the information previously provided is no longer accurate or
complete, Client must promptly provide the updated information to CAPTRUST, in writing. 1t is understood
and agreed that CAPTRUST shall not be responsible for any delay or failure in providing Services to the
extent such delay or failure is caused or contributed to by Client's failure to timely provide the necessary
information to CAPTRUST.
3. 2. Confidentiality Obligation.
All personnel and financial information provided by Client or any of its
employees (regardless of the medium used) to CAPTRUST, and any and all data or information contained in
or t:xlrackd from any uf Lht: foregoing, is dt:t:mt:d "Proprietary Information". Except with Clit:nl'sprior
permission, CAPTRUST shall not use sLtch Proprietary Information and shall not disclose any part of the
Proprietary Information to third parties.
Notwithstanding the preceding Lo the contrary, this non-disclosure obligation shall not apply tu any of the
Proprietary Information which is:
i)generally known to the public;
ii)obtainable by CAPTRUSl' from other sources (other than its affiliated entities) without
restriction;
iii)known by CAPTRUST prior Lo performing under this Agreement;
iv) reasonably necessary to disclose as part of the Services to be provided by CAPTRUST;
v)reasonably necessary lo disclose in any proceeding in which CAPTRUST is either
enforcing its rights under this Agreement or defending against claims made by Client or
the Plan; and/or
vi)required by law, governmental regulation, or court order, or requested by any governmental
regulator, to be disclosed.
This non-disclosure obligation shall survive fora period of three years after a termination of this Agreement.
3.3. Electronic Communication. The parties acknowledge that the Client infonnation descrihed in
Section3.1
and any materials, reports, and other infomrntion to bt: provided by CAPTRUST to Client and/or the Plan
in the ordinary course of providing the Services may he transmitted electronically (including email and
Internet or intranet websites). By signing this Agreement, each party consents to the use of electronic
communication and acknowledges that the delive1y of information sent over the Internet is sometimes
regarded as insecure because unauthorized or unintended third parties could potentially access or intercept
such information. Each patiy shall be required to implement and maintain commercially reasonable and
P.A.UE2 OF 9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
2
I
4.
cuswmary administrative, physical, and technical security precautions to protect the privacy, and prevent any
unauthorized use, access, destruction, or disclosure, of any infonnation communicated by such means.
Indemnification/Insurance
4.1. Mutual Indemnification Obligation. Except to the extent allributable to a Breach (as defined below) of
the party otherwise to be indemnified:
a)CAPTRUST shall indemnify and hold ham1less the Plan, the Plan's trustees (other than non-
fiduciaries), and members of its plan commillee (collectively, the "Plan Parties") and Client; and
b)Client shall indemnify and hold harmless CAPTRUST,
from and against any and all third party claims, loss, damage, and expense (including reasonable attorneys'
fees, court costs, and other defense costs) that result from the indemnifying party's: (i) breach of tbis
Agreement; (ii) negligence or willful misconduct; or (iii) breach of its fiduciary duty under applicable federal
and state law, (collectively, a "Breach").
For pmposes of this Section:
a)All acts attributable to a party shall include the acts of that party's officers, directors,
members/managers, employees, and agents;
b)All acts of the Plan Parties and third paity service providers to the Plan (other than CAPTRUST)
are attributable to Client; and
c)All indemnification rights shall extend to the indemnified party's owners, officers, elected officials,
directors, managers, employees, and agents.
The inde1m1ification obligations and rights under this Section 4 shall survive a termination of this Agreement.
4.2. Indemnification Procedure. !f a party entitled to indemnification pursuant to the terms of this Agreement
the "lndemnitee") receives any summons or any other written official or unofficial notice or threat of
litigation or claim which it is to be indemnified against (the "Indemnified Matter"), it shall promptly notify
the indemnifying party (the "lndemnitor"). Such notice must be in writing and include a reasonable
identification of the alleged facts giving rise lo the ln<lcmnifie<l Maller or, if applicable, a copy of the
complaint which has been filed against the lndcmnitcc.
If litigation is institL1tcd against an lndcmnitcc with respect to an Indemnified Matter, the lndcmnitor shall
have the right, within 10 business days after the Indcmnitor's receipt of notice of the Indemnified Maller, to
select counsel which will represent that Indcmnitee in connection with the indemnified Maller, provided that
such counsel is reasonably acceptable to that lndemnitcc. Even if such counsel is acceptable to it, the
fndemnitee shall nevertheless have the right to retain separate counsel al its own expense which shall
represent its interest with respect to the Indemnified Matter. If the lndemnitor timely selects counsel as
required above, the fndemnitor may pursue any litigation to a final determination by a court of competent
jurisdiction, and expressly reserves the right, at its sole discretion, to appeal from any adverse judgment or
order.
If the Indenmitor fails to timely select cow1sel as required above, the Indemnitee shall, upon written notice
to the Indemnitor, have the right to select its own counsel and to defend, settle, and pay the Indemnified
Matter on its o,vn. In that case, and provided under the terms of this Agreement the Indemnitee was entitled
to indemnification as to the claim, the Indemnitor shall, promptly after its receipt of the Indemnitee's written
demand for such, reimburse lndemnitee for the reasonable costs of the Indemnitee's defense of the
Indemnified Matter, (including its reasonable attorneys' fees) and the judgment and/or settlemenL paid by the
lndcmnitee.
P.A.UE3 OF 9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
2
I
5.
6.
4.3. Indemnified Matter Settlement. Neither the Indemnitor nor the Indemnitee shall have the right to settle,
compromise, or consent to any claim involving an Indemnified Matter without the other party's express
written approval. Notv,ithstanding the preceding to the contrary, if the proposed settlement or compromise
of an Indemnified Matter: (a) provides that the proposed relief against Indemnitee consists solely of monetary
damages, which will be paid in full by the Indemnitor; (b) includes an unconditional, unqualified release of
the lndemnitee from such claim(s) by the claimant/plaintiff in a form and substance reasonably satisfacto1y
to the Indemnitee; and (c) is one the Indemnitor is otherwise prepared to accept; but is rejected by the
Indemnitee, then that Indemnitor shall only be liable for the amount of the settlement or compromise rejected
by the fndemnitee (along \vith all costs and expenses incurred up to the date of that rejection), ;md, thereafter,
Indemnitee shall be solely responsible for all additional litigation and/or settlement costs relating to the
Indemnified Matter.
4.4. Insurance. Continuously throughout the term of this Agreement: (i) CAPTRUST shall maintain professional
liability (errors and omissions) insurance with coverage of$5,000,000/S5,000,000 and (ii) each party shall
maintain commercial general liability insurance with coverage of not less than $1,000,000, combined single
limits. Upon a party's request, the other party shall promptly provide thl: requesting party with appropriate
documents evidencing the coverage required of it under this Agreement. The amount and coverage of such
insurance shall not be construed lo limit a party's liability, nor relieve it of any other obligation under this
Agreement.
Warranty/Limitation ofLiability5.
1. Limited Warranty/Disclaimer. CAPTRUST warrants that: (i) it is qualified to provide the Services; and
ii)all of the Services shall be performed in good faith, in accordance with all applicable standards in the
industry and all applicable laws and governmental regulations, and with the degree of diligence, care, and
skill that a prudent person rendering similar services would exercise under similar circumstances. Any
information provided by CAPTRUST which has been obtained, computed, formatted, or displayed by outside
sources is believed to be accurate, but may not have been independently verified by CAPTRUST and cannot
be guaranteed. Investments are subject to various market, political, currency, economic, and business risks
and may not always be profitable. CAPTRUST cannot guarantee financial results and any infonnation
provided by it regarding past performance cannot guarantee future results. There arc no other warranties,
express or implied (including any implied warranties of merchantability or fitness for a particular
purpose), relating to the Services.
5.2. Liability Limitation. Except with respect to amounts payable by a party pursuant to its indemnity
obligations under Section 4, neither party, under any circumstances, shall be liable for any indirect,
special, consequential, punitive or exemplary damages, or similar damages arising out of or relating
to this Agreement or the relationship of the parties under this Agreement. Client acknowledges that: (i)
the Fees charged by CAPTRUST reflect the agreed upon allocation of risks between the parties as
contemplated by this Agreement, including the limitation of liability described above; and (ii) a modification
of this allocation of risks would affcd the Fees.
RepresentationsCAPTRUST
represents that it is a registered investment adviser under the Advisers Act and agrees to
maintain such registration throughout the tcm1 of this Agreement. In addition, CAPTRUST is affiliated with
Capfinancial Securities, LLC. a member of FlNRA and Securities Investors Protection Corporation.
Each party warrants that: (i) it is authorized and empowered to enter into this Agreement; (ii) the person(s)
signing in a representative capacity on its behalf is duly authorized to sign this At.rreement; and (iii) this
Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, and similar laws affecting generally the enforcement of creditor's
P.A.UE4 OF 9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
7. I
8.
rights and the discretion of a court to grant specific performance of contracts. Client has determined and
represents that:
i)the retention of CAPTRUST as an investment advisor is permitted by the Plan documents
and any related trust;
ii)this Agreement is in the best interests of the Plan and its participants;
iii)the Plan documents do not prohibit payment of the Fees out of Plan assets; such payment
is prudent and allowable under applicable law; and the fees required under this Agreement
are reasonable; and
iv)the Plan meets the qualification requirements for using certain investment vehicles (e.g.,
collective tmst funds).
Upon CAPTRUST's request, Client will provide copies of the Plan documents and such supporting
documentation as may be reasonably required for CAPTRUST to verify these representations.
Termination
Client or CAPTRUST may terminate this Agreement, with or without cause, upon not less than 30 days' prior
written notice given to the other party. Such termination will be effective on the <late spccific<l in that notice;
provided it is at least 30 <lays after the other party's receipt of such. Tcm1ination will not affect Client's
responsibilities under this Agreement for Fees owed as a result of Services ren<lcrc<l or costs incurred by
CAPTRUST through the effective date of termination. On and after the effective date of tcm1ination,
CAPTRUST will have no further obligation to provide any ofthe Services or to otherwise advise Client with
respect to Client's assets or the Plan.
Arbitration8.1. Binding Arbitration.
Except as expressly provided in Section
9.9,
all controversies and disputes between
Client or the Plan and CAPTRUST (including CAPTRUST's affiliates) arising out of or related to this
Agreement or the relationship of the parties under this Agreement, irrespective of the type of claim, shall be
determined by binding arbitration under the then applicable rules of .JAMS or the American Arbitration
Association (as applicable, the "Association"), as elected by the party initiating the arbitration. The decision
of the arbitrator shall be final and binding on all parties and a judgment upon the arbitrator's award may be
entered in any court having jurisdiction thereof. !fa civil action seeking injunctive relief is filed, such action
shall be brought in the jurisdiction specified in this Agreement and, in any event, confined and limited to an
action forinjunctive relief only.
8.2. Arbitration Procedure.
A party may initiate an arbitration proceeding by sending written notice of such
the "Arbitration Demand") to the other party at any time prior to the date the dispute is barred by the
applicable statute of limitations. That notice shall specify the nature of the dispute and the Association
selected. The arbitration shall be held in or around Raleigh, No1th Carolina, if the Arbitration Demand is
filedby Client or the Plan, and shall be held in or around the city included in Client's address on the last page
of this Agreement if the Arbitration Demand is filed by CAPTRUST. In each instance the arbitration shall
be administered by the applicable Association's nearest office.
Not\.vithstanding the Association's rnles and procedures, the parties shall be entitled to conduct discovery
pursuant to the applicable Rules of Civil Procedure for the jurisdiction in which the arbitration is being held;
provided that all such discovery shall be concluded within 90 days of the date of the Arbitration Demand.
Al I disputes relating to discovery which cannot immediately be resolved by the parties shall be submitted to
the arbitrator for an expedited rnling. The arbitration shall be conducted by a single arbitrator mutually
acceptable to the parties, or, iftbe patties are unable to agree upon a single arbitrator within 20 days ofreceipt
of the Arbitration Demand, then by a single arbitrator appointed by the applicable Association in accordance
with its rules. Unless the arbitrator awards otherwise, the cost of the arbitration shall be ratably borne by the
patties to the proceeding.
P.A.UE5 OF 9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
9. ½/
I
8. 3. Class Action Waiver.
No person shall bring a putative or ce1iified class action to arbitration, nor seek to
enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class
action or who is a member of a putative class who has not opted out of the class with respect to any claims
encompassed by the putative class action until:
i)the class ce1iification is denied;
ii)the class is decertified; or
iii)Client is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this
Agreement except to the extent stated above.
Miscellaneous
9.1. Rules of Construction.
The following rules shall be followed 111 interpreting the provisions of this
Agreement:
a)All attached schedules and exhibits, if any, are incorporated into this document by this reference
and are made a part of this document. The term "Agreement" shall be deemed to include all such
exhibits and schedules and any other documents expressly incorporated, by reference. into this
Agreement;
b)All words and phrases in this Agreement shall be construed to include the singular or plural number,
and the masculine, feminine, or neuter gender, both as the context requires;
c)The captions and headings in this Agreement are for convenience only and in no way define, limit,
or describe the scope or intent of any provisions of this Agreement;
d)All references to ''Sections" are references to sections of this Ai:,,,-eement unless some other reference
is established;
e)The tern, "include" or "including" shall be deemed to mean "without limitation'';
f)This Agreement may be executed in any number of counterparts with the same effect as if all parties
had signed the same document. All counterparts shall be construed together and shall constitute one
Agreement;
g)Any statutory reference in this Agreement shall include a rcfcrenee to any successor to such statute
and/or revision thereof;
h)This Agreement shall be construed as having been drafted by both parties, jointly, and not in favor
of or against one party or the other;
i)Whenever possible, each provision uf this Agreement and every related document shall be
interpreted in such manner as to be valid under applicable law. If, for any reason, a provision is
found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such shall not
afTect the validity of the remaining provisions provided that doing so does not adversely affect, in
any material respect, the economic or legal substance of the transactions contemplated by this
Agreement as to any party. In that case, in lieu of the illegal, invalid, or unenforceable provision,
there shall be automatically added, as a patt of this Agreement, a provision as similar in terms as
necessary to render the provision legal, valid, and enforceable; and
j)"Client" is the person identified in the opening paragraph. Unless expressly provided othe1wise in
this Agreement, references to "Client" shaU also be references to the Plan's "plan sponsor" and/or
the Plan's "plan administrator", as the context requires.
9. 2. Entire Agreement.
This Agreement constitutes the entire and exclusive ai:,,,-eement betv,een the parties on
this subject matter and supersedes any and all prior agreements, arrangements, and understandings (whether
written, oral, electronic, or otherwise) between the pruiies, including the Ptior Agreement.
9.3. Modification.
No modification of this Agreement shall be binding unl ess in writing, identified as a
modification, and signed by the party against which it is sought to be enforced.
P.A.UF.6 OF 9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
ra
9.4. Rights & Remedies/Waiver. With respect to the rights and remedies provided by this Agreement:
a)they are cumulative and are given in addition to any other rights the parties may have by law, statute,
ordinance, or otherwise;
b)the use of any one right or remedy by any party shall not preclude or waive its right to use any or
all other remedies; and
c)no waiver of any right or remedy shall be enforceable unless it is in writing, identified as a waiver,
and signed by all ofthe patties in interest that may be adversely affected by such waiver.
In no event shall a waiver, even ifin writing and properly executed, operate as a waiver of any other right or
remedy or of the same right or remedy on a future occasion.
9.5. Assignment. A party may not assign any or its rights or delegate any or its obligations under this Agreement
whether voluntarily or by operation of law) without the other party's prior written consent. Notwithstanding
the foregoing, if CA PTRUST has a change in control or ownership that would constitute an assignment under
the Advisers Act, it will provide written notice to Client, and Client will be deemed to have consented to the
assignment unless Client gives written notice of tcnnination of this Agreement within 30 days after Client's
receipt or the notice.
Notwithstanding the foregoing, each party has the right, without the consent or the other party, to assign this
Agreement, or delegate obligations, lo any Affiliate (as that term is interpreted under Rule 12b-2 or the
Securities Exchange Act of 1934, as amended) as part of an internal reorganization. Client acknowledges and
agrees that transactions that do not result in a change of actual control or management of CAPTRUST shall
not be considered an assignment pursuant to Rule 202(a)( I )-1 under the Advisers Act. This Agreement shall
be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns.
9.6. Relationship of Parties. Each patty shall at all times be an independent contractor under this Agreement.
Nothing in this Agreement shall be deemed or construed to constintte or create a pattnership, association,
joint venture, or agency between the parties. Each patty will execute and deliver all additional documents
and do all other acts as may be reasonably necessary to carry out the provisions and intent ofthis Agreement.
9.7. Attorneys' Fees. In addition to any other available remedy, in any action or proceeding brought lo enforce
any provision of this Agreement, or where any provision of this Agreement is validly asserted as a defense
in such action or proceeding, the successful party in such action or proceeding shall be entitled to recover
rca-;onablc attorneys' fees incurred by it in such action or proceeding from the unsuccessful party.
9.8. Governing Law. Except to the extent preempted by the Advisers Act (or any rnle, regulation, or order
adopted by the SEC thereunder) or any rule, regulation, or order adopted by the •epartment of Labor
thereunder, if applicable, this Agreement and all claims or causes of action (whether in contract, tort, or
statute) arising out of or relating to this Agreement, the relationship of the parties under this Agreement, or
the negotiation, execution, or performance of this Agreement shall be governed by the laws of Washington
State (including its statutes of limitations), without giving effect to its conflict oflaws principles.
9.9. Jurisdiction. In any court action seeking injunctive relief (in which case, such action shall be strictly limited
to an action for injunctive relief only); in any court action seeking to challenge the enforceability of the
binding arbitration provisions of this Agreement; or in any court action tiled after a court of competent
jurisdiction has declared such arbitration provisions to be unenforceable, the comts of Washington State shall
have exclusive jurisdiction over such legal actions, venue to be in King County, Washin1:,rton. Ry their
signatures below, each party consents to such exclusive, personal jurisdiction and venue and waives any
objection thereto. To the f'ullest extent permitted by law, each party expressly waives the right to trial
by jury in any action, proceeding, or counterclaim, whether in contract, tort, or otherwise, relating to
or arising out of this Agreement or the relationship of the parties under this Agreement.
9.10. Notices. Except where another fonn of notice is specifically pennitted in this Agreement, to be effective,
a notice required under this Agreement must be in writing, addressed to the appropriate address noted in this
PAGE 70f9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC I 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
2
I
document or as otherwise noted in writing in accordance with this provision, and must either be: (a)
personally served ( deemed received on receipt or refusal of delivery); (b) delivered by a nationally recognized
overnight express delivery service (deemed received the next bL1siness day); (c) deposited in the United States
Mail, registered or certified mail, postage prepaid, return receipt requested (deemed received the third
business day after posting); or (d) sent by confirmed email transmission during normal business hours
deemed received on confirmed receipt of transmission).
10.Disclosures
10.1. Brochure/Privacy Policy. Dy signing below, Client acknowledges receipt of the CAPTRUST Form ADV,
Part 2 (the ''Disclosure Brochure"), which contains CAPTRUST's Privacy Policy and is intended to disclose
information about CAPTRUST's qualifications and business practices and any conflicts of interest. (Please
refer to the Disclosure Brochure for the entire Privacy Policy. Clients may call (800) 967-9948 with any
questions.) The Disclosure Brochure is not intended to modify or expand the terms of this Agreement. In the
event of a conflict between the terms of this Agreement and the terms of the Disclosure Brochure, the terms
of this Agreement shall control. Among other things, CAPTRUST's Privacy Policy requires that CAPTRUST
obtain Client's permission prior to including Client's company name/logo on CAPTRUST's Representative
Client List. By signing this Agreement, Client agrees to permit CAPTRUST to include its company
name/logo in either a print or electronic version of its "Representative Client List" and other CAPTRUST
print marketing materials. Client understands that the listing of this information is not intended to be Client's
testimonial" and will not be represented by CAPTRUST as a reference or endorsement of the investment
adviso1y, consulting, or client services provided by CAPTRUST.
Signature page .follows./
P.A.UE8 OF 9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC I 919.870.6822 800.216.0645
Version August 2023
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
II
IN WITNESS WHEREOF, each party has duly executed and delivered this Agreement effective as of the date
indicated above.
CITY OF RENTON,
a Washington municipal corporation
By:------------
Name/Title: ----------
Address: 1055 S. Grady Way Renton, WA ____ .
RENTON REGIONAL FIRE AUTHORITY,
a Washington special purpose district
By:-------------
Name/Title: ------------
L
Address: 1055 S. Grady Way Renton, WA 98057
CAPFINANCIAL PARTNERS, LLC,
a North Carolina limited liability company
By:------------
Name/Title: ____________ _
Address: 4208 Six Forks Road -Ste. 1700, Raleigh, NC 27609
This Agreement shall not be binding on a party until signed by all parties, as indicated by each party'ssignature
above.]
PAGE90F9
CAPTRUST I 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC I 919.870.6822 I 800.216.0645
Version August 2023
Armondo Pavone / Mayor
6/21/2024 Attest:__________________
Jason A. Seth/ City Clerk
Steve Heitman, Fire Chief
Steven C Heitman (Jul 1, 2024 10:41 PDT)
Steven C Heitman
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
Senior ManagerGreg Rohrbach
m
1// I
EXHIBIT A -NON-DISCRETIONARY SCHEDULE OF SERVICES1.Investment Advisory FiduciaryServicesCAPTRUST
shall perform all of the following Investment Advisory Fiduciary Services in its capacity as Investment
Advisor finn registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940,
as amended. When providing the Fiduciary Services, CAPTRlJST will solely he making recommendati ons to Client.
Any such recommendations arc based upon CAPTRUST's professional judgment and Client is not required to
implement any recommendations made by CAPTRUST. Client acknowledges that it has retained, and will exercise,
inal decision-making authority and responsibility for the implementation of any recommendations made Lo Client
by CAPTRUST.
CAPT RUST will perform each of the investment services listed below:
8l
Development of Investment Policy Statement:
CAPTRUST will review the Plan ·s investment objectives, risk tolerance, and goals with Client. If the
Plan does not have an investment policy statement which describes the Plan's investment objectives,
risk tolerance, and goals (an "JPS"), CAPTRUST will make recommendations to assist Client in creating
an appropriate IPS. If the Plan has an existing IPS, CAPTRUST will review it for consistency with the
Plan's objectives and recommend revisions to Client to establish investment policies that are consistent
with the Plan's objectives.
The JPS will be based upon Modem Portfolio Theory and will incorporate considerations such as
employee and participant demographics, nature of asset class categories, any limits or investment return
objectives for the asset class categories set forth in the JPS including the Designated Investment
Alternatives ("DlAs"), and criteria and systems used to supervise, monitor, and evaluate the DIAs
pursuant to the Plan's I PS.
This lPS will address:
Roles and Responsibilities•
Objectives, Risk Tolerance, and Constraints•
Asset Class Guidelines•
investment Manager Selection, Monitoring, and Retention Criteria•
Prohibited Investments•
Performance Measurement Standards
As appropriate, CAPTRUST will also make recommendations to revise or amend the IPS based on input
from Client regarding their objectives and other emerging developments and assist Client with adopting
any amendments.
Recommendations for Selecting & Monitoring the Plan's Investments
Once Lhe IPS is approved by Client, CAPTRUST will make recommendations to Client about how lo
implement the investment policy described in Lhc IPS. CAPTRUST will review the investment options
available to the .Plan and will suggest investments that meet the criteria designated in the I.PS.
CAPTRUST will monitor the investments and will periodically recommend that Client retain, review,
or consider replacing investments that no longer meet the IPS criteria. CA.PTRUST will be providing
recommendations only and will not have any authority to make any investment decisions. CAPTRUST
will not be responsible for making recommendations concerning selecting, monitoring, retaining, or
removing employer stock or investment options selected by Client that arc not covered under the IPS.
PAGEi OF5
CAPTRUST 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Client.Plan Type
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
1// I
CAPTRUST will make recommendations to Client concerning:
Selecting Investments
Monitoring and Replacing Investments
Utilizing Proprietary Scoring and Investment Research
CAPTRUST will provide infonnation, analysis, and reporting designed to assist Client in making an
infonncd decision regarding the Plan's investment offerings.
Note that investments in collective trust Jitmls are only available to certaill q11alified plans.
Investment Performance Measurement & Analysis
CAPTRUST will prepare periodic investment reports, not less than quarterly, for the Plan (each a
Report") which document investment perfo1manee, consistency of fund management, and
confonnancc to the guidelines set forth in the IPS. CAPTRUST will meet with Client on a reasonably
requested periodic basis to review the Reports and the Plan's investments. ]
Recommendations For Selecting & Monitoring Qualified Default Investment Alternatives
Based upon guidelines established by the IPS and information provided by Client about the
characteristics of the Plan's participant base, CAPTRUST will provide infom1ation, analysis, and
recommendations designed to assist Client in selecting the Plan's Qualified Default Investment
Altemative(s) or default investment option(s) ("QDIAs'') to be utilized in the event a participant does
not provide direction for the investment allocation of their account. Once Client selects the QDIA(s),
CAPTRUST will utilize the JPS to monitor the QDIA(s) and will make available analysis, reports, and
other infom1ation periodically. If the JPS indicates a QDIA may meet the criteria for removal,
CAPTRUST will provide infom1ation, analysis, and recommendations designed to assist Client in
making an informed decision regarding the replacement ofa QDIA.
Individualized Investment Advice to Plan Participants
CAPTRUST's licensed representatives will provide individual investment advice to Plan Participants
through one-on-one appointrrn.:nts. This advice is offcn.:d in a liduciary capacity. The basis of the
individual advice is determined by establishing a participant's risk tolerance level and using
CAPTRUST's asset allocation strategics that arc based on Modem Portfolio Theory and the Plan's
investment options. Plan Participants will exercise final decision-making authority and responsibility
for the implementation of any recommendations mac.leby CAPTRUST.
Plan Level Services include:
Annual project management
Assignment oflead retirement consultant
Develop annual calendar
Produce and manage participant surveys
Provide progress reports
Manage on line appointment software
Produce webcasts and presentations
Participant Level Services include:
Enrollment assistance•
Assist participants in accessing account information and negotiating websites•
Retirement nJueprint@ preparation
PAGE 2 OF 5
CAPTRUST 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Client.Plan Type
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
1// I
Determine proper savings level/deferral rates
Investment diversification recommendations
Retirement progress report•
Distribution option counseling•
Pre-retiree consulting/counseling•
Access to online tools•
Access to Advice Desk 800 number•
Provide one-on-one meetings: __ Days Per Year OR L_ ILJponRequest
Dedicated client specific days may be delivered virtually or onsite
Dedicated Financial Advisors assigned for continuity
Screen sharing capabilities
Customized announcement emails
Multiple locations and time zones
accommodatedl2lJAssistancewithPlanFiduciaries' Selection & Management of Service Providers
Fiduciaries arc required to make informed decisions when selecting and monitoring the Plan's service
providers. Al a minimum, the Plan's arrangements with service providers must be necessary for the
operation of the Plan and reasonable with respect to both the terms of the aiTangcmcnt and the
compensation paid for the services. CAPTRUST provides the following services designed to help Client
and the Plan's fiduciaries comply with their requirements lo prudently select and monitor the Plan's
service providers:
Evaluate roles and responsibilities of third party service providers•
Review fees and services•
Review disclosures with responsible Plan fiduciaty•
Provide periodic benchmarking of fees and services to assist the Plan fiduciaries in their evaluation
of covered service providers for reasonableness•
Review spending accounts or plan reimbursement account utilization•
Review participant notices and disclosures, if any
ISi Lead service provider evaluations via Request for Information, including:
Gather and distribute Plan information
Gnther bidder responses
Evaluate information
Prepare analysis for Client
Pa1ticipate in contract negotiations
Liaise between Client and covered service provider in the event of conversion or transition
2.Non-Fiduciary Services
CAPT RUST shall perform all of the following non-investment related consulting services:
PAGE 3 OF 5
CAPTRUST 4208 SIX FORKS ROAD SUITE 1700 RALEIGH NC 919.870.6822 800.216.0645
Client.Plan Type
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
1// I
121]Assistance with FiduciaryOversight & CommitteeEducationFiduciaries
are responsible to act prndently when managing and administrating their plans and to
document the basis for the decisions they make in this regard. CAPTRUST will create tiles and maintain
data on CAPTRUST Direct, a secure fiduciary infonnation portal. CAPTRUST Direct is made available
to Client and its Plan committees to assist the Plan's fiduciaries with the operation and administration of
the Plan and to provide a structured process forthe development, application, and retention of documents
and decisions made by the Plan fiduciaiies. Additionally, CAPTRUST shall provide the following
services to Client to facilitate the Plan fiduciaries in meeting their ongoing responsibilities:
l2l Create and maintain fiduciary audit information via access to CAPTRUST Direct Plan specific
web portal (including but not limited to Reports, Meeting Agendas, Minutes, and Plan
documentation provided by Client)
l2l Develop and deliver fiduciary training and education programs for Client and other Plan fiduciaries
l2l Review the Plan's committee structure and allocation of roles and responsibilities among
committee members, Client, and CAPTRUST
l2l Evaluate Plan objectives and services available through the Plan
l2l Maintain all Plan reports, notices, and documentation prepared by CAPTRUST
l2l Review requirements and notices for compliance, if any
l2l Provide required disclosun; materials, if any
l2l Attend committee meetings as requested
l2l Provide pt:riodic CAPTRUST n:scarch reports
3.Exclusions From Services
The parties acknowledge that CAPTRUST:
Will not serve as a plan custodian, third pany administrator, or record keeper or assume the duties of a
trnstcc of the Plan or administrator.
Except as otherwise expressly provided in this Exhibit A, shall have no authority or responsibility to
vote proxies for securities held by the Plan or lake any other action relating to shareholder rights
regarding those securities, includi11g delivering the prospectus forthose seclll'ities.
Shall have no authority or discretion to: (i) interpret the Plan documents; (ii) calculate or otherwise
handle benefit claims Lmder !he Plan; (iii) determine eligibility or participation under the Plan; or (iv)
take any other action regarding the management or administration of the Plan. Specifically, CAPTRUST
shall have no authority, discretion, or responsibility to: (i) determine, prepare, or distribute any notices
to participants or beneficiaries; (ii) perform record keeping or actuarial services; (iii) determine the
amount or timing of contributions to the Plan or distributions or withdrawals from the Plan; or (iv) select
or ce11ify any investment advice computer model or any other service not expressly stated in this Exhibit
A.
Will not, and cannot, provide legal, accounting, actuarial, or tax advice to Client and/or the Plan. Client
will seek the advice of its o,vn competent advisers as to all matters concerning the Plan, includi11g the
operations and administration of the Plan, the actuarial assumptions and funding of the Plan, the
accounting records of the Plan, ai1d how the Plan may comply with applicable law, including the Internal
Revenue Code of 1986, as amended (the "Code").
PAGE 4 OF 5
CAPTRUST 4208 SIX FORKS ROAD SUITE 1 700 RALEIGH NC 919.870.6822 800.216.0645
Client.Plan Type
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE
m
1// I
4.
Will not have any duties of any kind regarding any assets allocated Lo self-directed brokerage accounts
Self-Directed Brokerage Assets") that may be held by the Plan or that may be considered as an
investment forthe Plan. (For this purpose, Self-Directed Brokerage Assets include any assets of the Plan
that are invested at the direction of a paJticipant in the Plan (a "Plan Participant") or his/her adviser
through a separate brokerage account, sometimes called a "brokerage window", or any similar
arrangement whereby the assets of the Plan attributable to a Plan Participant are s gregated from the
normal investment funds of the Plan and invested at the direction of the Plan Participant or his/her
adviser.)
In particular, CAPTRUST shall have no duties regarding the analysis, purchase, sale, retention, or
valuation of any Self-Directed Brokerage Assets; nor shall it take into account any Self-Directed
Brokerage Assets in providing the Services. However, this does not preclude CAPTRUST fromengaging
in addressing administrative (non-fiduciary) questions related to the use of self-directed brokerage
accounts in the context of the overall structure of the Plan.
Client assumes the risk of all liability that arises as a result of CAPTRUST disregarding Self-Directed
Brokerage Assets in providing the Services and will indemnify CAPTRUST (in the manner
contemplated in Section 4) to the extent of any liability resulting from CAPTRUST not taking into
account Self-Directed Brokerage Assets in providing the Services. AnySelf-Directed Brokerage Assets
will be disregarded in determining any Fees payable to CAPTRUST based upon Plan assets.
Will not be responsible or liable for recommendations or services rendered by third-party service
providers (including managed accounts) or any other provider's compliance with applicable laws,
including the Code.
Will pe1fom1 investment advisory and investment management services for various other clients and
may give advice and take action in the pcrfom1ance of its duties with respect to any of its other clients
that may differ from the advice given or action taken with respect to Client and/or the Plan.
Until it receives a copy of the !PS adopted by the Plan (or a copy of any subsequently adopted amendment
to the JPS), CAPTRUST: (a) in the case of the original IPS, at its election, may suspend Services; (b) in
the case of an amendment, may continue to provide Services in accordance with the previously adopted
IPS; and (c) in any event, shall not be liable for any failureto provide Services in accordance with Client's
investment objectives, risk tolerance, or goals otherwise reflected in ihe Plan's adopted JPS (as may have
been amcn<lc<l).
Distribution Consulting Disclosures
CAPTRUST will not solicit Client's employees or beneficiaries for rollovers.
CAPTRUST will provide Client's employees with educational infom1ation regarding rollover s to IRAs
or other qualified plans rrom this Plan.
Unsolicited Plan Participants that directly request information from CAPTRUST regarding non-Plan
assets or distribution amounts will be required to acknowledge in writing that they have not been solicited
by CAPTRUST and understand that any resulting services rendered to those Plan Participants arc done
so at that participant's own discretion.
PAGE 5 OF 5
CAPTRUST 4208 SIX FORKS ROAD SUITE 1 700 RALEIGII NC 919.870.6822 800.216.0645
Client.Plan Type
DocuSign Envelope ID: 694D5719-79C9-461F-9DFF-278D625E3AFE