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HomeMy WebLinkAboutContract CAG-1 9-044 CAMv1ACK RETIREMENT CAMMACK LARHETTE ADVISORS,LLC INVESTMENT ADVISORY SERVICES AGREEMENT This Investment Advisory Services Agreement ("Agreement") is made, effective as of November 1, 2018,by and among The City of Renton,a Washington municipal corporation,and the Renton Regional Fire Authority, a Washington special purpose district (collectively, "Plan Sponsor" or "Client") and Cammack LaRhette Advisors, LLC,a Massachusetts limited liability company("CLA"or"Adviser"). 1. Retirement.Plan. Plan Sponsor has established the 457 Deferred Compensation Plan("Plan") as the funding vehicle for the tax-qualified savings plans maintained by the Plan Sponsor. Plan Sponsor,as well as any parties designated under applicable state law, are responsible for the Plan. 2. Adviser. Adviser is registered as a Pension Consultant Investment Adviser under the Investment Advisers Act of 194o("'4o Act"),and such registration is currently in effect. 3. Adviser's Affiliates. Adviser is affiliated with Cammack LaRhette Brokerage, Inc., a Massachusetts business corporation, Charles W. Cammack Associates, Inc., a New York business corporation,and Cammack Retirement Group Inc.,a New York business corporation. Cammack LaRhette Brokerage provides various non-fiduciary consulting and administrative services to retirement plans and their sponsors. Charles W. Cammack Associates, Inc. is registered as an insurance agency. Cammack Retirement Group is the parent company of the advisor and all affiliates. 4. Adviser Services. Subject to the terms described hereafter, Adviser shall provide to the Plan the Investment Advisory Services and Additional Services set forth on Exhibit A. Plan Sponsor understands and agrees that Adviser offers Investment Advisory Services and Additional Services on a non-exclusive basis to Plan Sponsor and others. The Investment Advisory Services and Additional Services may be changed from time to time by mutual agreement of the parties; Exhibit A will be revised to reflect those changes. 5. Adviser Representations and Warranties.Adviser represents and warrants to Plan Sponsor as follows: (a) As a registered investment adviser with the Securities and Exchange Commission, Adviser will maintain its registration in effect during the term of this Agreement. (b) Adviser acknowledges that it is co-fiduciary of the Plan but only with respect to the Investment Advisory Services set forth in Exhibit A. (c) Adviser will comply with all applicable laws in performing the Investment Advisory Services,including but not limited to the'4o Act and applicable state law. Cammack Retirement Group 1 CLA Investment Advisory Services Agreement 2018 1 (d) Adviser does not: (i) receive any compensation from asset managers; (ii) sell its research or data to asset management firms;(iii)charge asset managers to participate in its databases; or(iv) hold conferences where asset managers pay fees in order to gain access to Adviser's Plan Sponsors. While Adviser does not receive compensation from asset managers or affiliates, its affiliates may receive compensation from asset managers in situations unrelated to this Agreement. 6. Insurance (a) Adviser shall secure and maintain the following insurance policies,and shall not cancel or suspend the insurance policies identified below,except after twenty(20) calendar days'prior written notice by certified-mail to the City of Renton: a. Commercial General Liability Insurance: Commercial general liability insurance in the minimum amounts of$1,0oo,00o for each occurrence/$2,000,00o aggregate throughout the duration of this Agreement. b. Workers'Compensation:Workers'compensation coverage,as required by the Industrial Insurance laws of the State of Washington. c. Professional Liability, Errors and Omissions Coverage with minimum limits of $5,000,00o per occurrence. (b) Termination: Notwithstanding any other provision of this Agreement,the failure of the Adviser to comply with the above provisions of this section shall subject this Agreement to immediate termination without notice to any person in order to protect the public interest (c) No Limitation:The maintenance of insurance by the Adviser,as required by this Agreement,shall not be construed to limit the liability of the Adviser to the coverage provided by such insurance,or otherwise limit Plan Sponsor's recourse to any remedy available at law or in equity. (d) Plan Sponsor as an Additional-Insured: It is agreed that on Adviser's commercial general liability policy,the City of Renton and the Renton Regional Fire Authority will be named as an Additional-Insured on a primary and non-contributory basis.Any coverage maintained by the Plan Sponsor is solely for the coverage and benefit of the City of Renton and Renton Regional Fire Authority,and its elected officials,officers, agents,employees,representatives and volunteers (e) Verification of Coverage:Subject to Plan Sponsor's review and acceptance,a certificate of insurance and the required additional insured endorsement,shall be delivered to Plan Sponsor before executing the work of this Agreement. Upon request,the Adviser shall give Plan Sponsor a full copy of the insurance policy for its records and review.The policy limits may be reviewed and the value reassessed annually. Cammack Retirement Group I CLA Investment Advisory Services Agreement?018 a 7. PIa[I„ M.s r_ cknowledgrnents (a) Adviser will not provide legal,actuarial,accounting or tax advice. (b) Adviser and its affiliates do not assume responsibility for the accuracy of information furnished by Plan, Plan Sponsor,their respective agents or any other party, provided that Adviser does not have reason, acting as a prudent person, to believe that the information is inaccurate. Adviser may rely on any information or notice it obtains from any other person, provided that the Adviser is prudent and exercises due care in the selection of the information source. (c) Adviser does not guarantee investment results. (d) Plan Sponsor acknowledges receipt of a copy of Adviser's most recent ADV Brochure prior to or at the time of entering into this Agreement. Important information about Adviser is contained in Adviser's registration under the'40 Act and in the most recent copy of Adviser's ADV Brochure. Client hereby consents to the receipt of disclosure information, including, but not limited to, Adviser's Form ADV and privacy policy disclosures,and other forms of communication electronically.Client asserts that Client is capable of receiving such disclosures electronically,and understands that non-public personal information may be sent via e-mail or other electronic media, and that electronic media (including e-mail)may not be as reliable or secure as other forms of communication. (e) Plan Sponsor acknowledges that Adviser is a co-fiduciary only for purposes of the Investment Advisory Services set forth on Exhibit A. (f) Plan Sponsor acknowledges that Adviser is not liable for the actions of any fiduciaries or other persons prior to the date of this Agreement,and Adviser shall not be liable for any breach of fiduciary duty or responsibility by another fiduciary of Plan Sponsor,so long as that fiduciary is not an affiliate of the Adviser. (g) In the event that the City of Renton or the Renton Regional Fire Authority elect to engage different recordkeepers or differing investment options,this Agreement shall become void and one or more new agreements shall be required in order for Adviser to continue providing services to the City of Renton or the Renton Regional Fire Authority or both. 8. Fees. Plan Sponsor agrees to pay the fees and expenses set forth in Exhibit B. Fees and expenses may be paid from the Plan to the extent authorized by Plan Sponsor. Adviser does not accept performance fees. Plan Sponsor will be billed as specified in Exhibit B. g. Confidentiality Provision. (a) Adviser agrees that any information furnished by Plan Sponsor to Adviser shall be treated as confidential information and shall not be disclosed to any third party except Cammack Retirement Group CLA Investment Advisory Services Agreement 201E 3 as permitted or required by law as part of Adviser's ordinary course of business in providing services to Plan Sponsor or as requested by Plan Sponsor in writing. (b) Plan Sponsor agrees that no data, research, or advice provided to it by Adviser ("Adviser Information") will be distributed to anyone other than Plan Sponsor's employees,legal counsel,or auditors or used on behalf of another person without the prior written permission of Adviser.Notwithstanding the foregoing,Plan Sponsor may disclose Adviser Information as required by law or lawful process provided Plan Sponsor gives prompt prior notice to Adviser of such disclosure. io. Liability and Indemnification. (a) Adviser agrees to release, indemnify, defend,and hold harmless the Plan Sponsor, its agents,attorneys,elected officials,employees,insurers,officers,representatives,and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines,fees, penalties expenses, attorney's or attorneys'fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation,their respective agents,licensees,or representatives,arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Adviser in performance of this Agreement,except for that portion of the claims caused by the Plan Sponsor's sole negligence If any loss is suffered solely due to the acts or omissions of non-fiduciary service providers to the Plan,such as a custodian,broker,dealer or underwriter,and for issues not related to Investment Advisory Services,the Plan must look to that person and not to the Adviser to make good the loss. When providing the Investment Advisory Services or the Additional Services required by this Agreement for the Plan, Adviser and its affiliates shall not be liable to Plan Sponsor, Plan, named fiduciaries and/or the participants or their beneficiaries for any obligations of Plan Sponsor, Plan or named fiduciaries under any applicable laws, or otherwise for indirect,special,consequential or punitive damages for issues beginning and ending prior to Adviser being hired and working with Plan Sponsor, or issues happening concurrently with Adviser working with Plan Sponsor, but unrelated to services for which Adviser provides recommendations. (b) Plan Sponsor agrees to release, indemnify, defend and hold the Adviser, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims,demands,actions,suits,causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities,including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors,or omissions of Plan Sponsor. Cammack Retirement Group CLA Investment Advisory Services Agreement 2oi8 4 (c) Duty to Defend. In the event Plan Sponsor shall,without fault on its part,be made a party to any litigation commenced by or against Adviser,then Adviser shall proceed and hold Plan Sponsor harmless and he shall pay all costs,expenses and reasonable attorney's fees incurred or paid by Plan Sponsor in connection with such litigation. Furthermore,Adviser agrees to pay all costs, expenses and reasonable attorneys' fees that Plan Sponsor may incur or pay in the enforcement of any of the covenants, provisions and agreements. (d) Notwithstanding the foregoing,nothing contained in this section or the remainder of this Agreement shall constitute a waiver by Plan Sponsor of any of its legal rights under applicable U.S.federal securities laws or any laws whose applicability is not permitted to be contractually waived. ii. Entire Agreement;Amendment. This Agreement and the Exhibits hereto constitute the entire agreement among the parties with respect to the subject matter hereof. This Agreement may be modified at any time,only by a written agreement signed by both parties. 12. Termination and Assignment. (a) This Agreement shall continue until and unless terminated in accordance with this Section. This Agreement may be terminated by Plan Sponsor upon 90 days' prior written notice to Adviser or by Adviser upon 90 days' prior written notice to Plan Sponsor. The provisions of Sections 9 and io of this Agreement shall survive the termination of this Agreement. Adviser shall, if requested by Plan Sponsor, take all reasonable steps to achieve an orderly transition upon termination. (b) Adviser shall not make an "assignment" (as such term is defined in Section zoz(a)(1) of the '4o Act, as amended) of this Agreement without Plan Sponsor's consent and shall notify Plan Sponsor within a reasonable period of any changes in the control of Adviser. (c) If this Agreement is terminated with such timing that leaves the Adviser having unearned fees (e.g. in the middle of a quarter for an advance quarterly billing engagement),Adviser will return the unearned portion of the fees to Plan Sponsor in a timely manner. 13. Controlling Law. Unless preempted by federal law, this Agreement will be governed by and construed in accordance with the laws of the State of Washington. 14. Waiver;Several ility. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of any party,its agents,or employees, but only by a written instrument signed by an authorized officer of such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on another occasion. If any provision of this Agreement is declared invalid by a court or in arbitration, the remaining provisions of this Agreement shall remain in full force and effect. Cammack Retirement Group I CLA Investment Advisory Services Agreement zoi8 5 15. Notices. Any notice required by this Agreement shall be in writing and sent by certified mail, return receipt requested,overnight courier,facsimile transmission,email,or hand delivery to the party concerned at the address designated by such party to the other parties. 16. R latioash.iip.offartiee. Neither Adviser nor any of its officers, directors or employees shall be deemed to be an employee of Plan Sponsor. Neither Plan Sponsor nor any of its officers, directors or employees shall be deemed to be an employee of Adviser.The sole relationship of the parties is that of independent contractors. Cammack Retirement Group CLA Investment Advisory Services Agreement 2018 6 IN WITNESS WHEREOF,this Agreement has been executed by,for and on behalf of Adviser and Plan Sponsor as of the dates indicated below. CAMMACK LARHETTE ADVISORS,LLC By: ,,� ec.1 Date: ad.)e.dgtz, ./K.07,017► Name: L-A@'[r/4✓ 'LGfi Title: Y./Le#47f1'/Dry CITY OF TON By: Date: I.o7 01 /r o Name: D&A:t S Title: 61 D RENTON REG L FIRE AUTHORITY 4trBy: Date: !a/Lc Name: �ic.r, 14.40 r5Lv 1k Title: F\te.. CAAkc P A ` ,�� A,' 4#�'� ,Cityc, „�i,,,,,,' ©F REly�» ''% i0 cs-;z- 31, S A' i ''°RATED s�e\,‘�\• '1/1i1in1n1t w����` Cammack Retirement Group I CLA Investment Advisory Services Agreement zoi6 EXHIBIT A: SERVICES Subject to the terms of the Agreement,Adviser shall provide the following Investment Advisory Services: • Serve as a 3(21) ERISA fiduciary • Develop/review the Investment Policy Statement(IPS) • Review IPS annually with committee • Confirm funds in lineup are consistent with IPS • Perform fiduciary due diligence review on investment lineup and asset class diversification for the investment offerings • Provide information on potential fund changes/additions • Perform ongoing investment analysis and monitoring,including proprietary target date fund analysis • Prepare quarterly comprehensive due diligence reports for the committee that review investments, plan data, legislative updates,communication&education efforts,project updates and best practices • Meet quarterly to review due diligence report with the committee • Make recommendations for selection,retention,and termination of funds and managers • Discuss recommendations with the committee • Coordinate with the recordkeeper to facilitate the mapping of funds when needed Subject to the terms of the Agreement,Adviser shall provide the following Additional Services: • Initial Needs Assessment I Review plan design,goals,objectives and best practices with the retirement plan committee • Establish/enhance retirement plan committee governance processes,including committee charter • Perform fiduciary training annually,or as needed • Negotiate recordkeeping fees and services • Benchmark plan expenses annually via internal client database • Provide summary notes from each retirement plan committee meeting that can be attached to the meeting minutes • Review legislative and regulatory issues and fiduciary trends with committee ongoing • Analyze and monitor participant success measures • Consult on plan and/or compliance issues,as well as processes to minimize risk • Provide ongoing review of strengths and vulnerabilities in current practices • Serve as liaison between recordkeeper(s)and the committee to maximize the vendor relationship The Services described above are subject to change from time to time by mutual agreement of the parties. Upon a change in the Services,a revised Exhibit A shall be attached hereto. Exhibit A: Effective November 1,2018 EXHIBIT B: FEES AND EXPENSES The fee for this engagement is a flat fee of$40,00o annually,payable to the Adviser. The flat fee to conduct a recordkeeper Request for Proposal shall be $zo,000,and an additional$1o,000 for implementation,if required. Plan Sponsor will authorize a quarterly installment payment of$1o,000 either via a plan expense account or direct payment from Plan Sponsor directly to Adviser or a combination thereof. The first billing period will cover November 1,2o18 through December 31,2o18. Subsequent invoices will be billed at the beginning of the quarter with net 3o-day terms. A 3%Cost of Living Adjustment(COLA)will become effective after the completion of year two of this engagement and annually for three years,after which any fee increase will be negotiated. The above fee 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. Quarterly meeting requests beyond the two onsite included in the fee that do not align with the existing travel schedule will be billed at $2,5oo per meeting. We reserve the right to terminate our Agreement if reimbursements are not paid in a timely manner. The Fees and Expenses described above are subject to change from time to time by mutual agreement of the parties. Upon a change in the Fees and Expenses,a revised Exhibit B shall be attached hereto. Exhibit B: Effective November 1,2018