HomeMy WebLinkAboutBFSG - 2013-10-01Ij CONTRACTS SUBMITTAL TO
- --- -- CITY CLERIC'S OFFICE ---
To: JOAN FLYNN, City Clerk
Name of Contractor: BFSG 20 (A--
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park
Consulting for City's Supplemental Pension Plan
Amount of Contract: - $25,000
Copy of contract distributed to: The original insurance certificate/waiver distributed
❑
Initiating Dept. ❑ to Risk Management /
Finance Dept. ORIGINAL bonds sent to Treasurer ❑
Date:
Na-ftmllEk—ten City Attornneys Office
G:AttyMisc/Contract Forms/City Clerk Transmittal
Investment Advisory Consulting Agreement
This AGREEMENT ("Agreement") is made and entered into as of October 1, 2013 (the "Effective Date") by and between
BFSG, LLC, a Registered Investment Advisor, having its principal office at 2040 Main Street, Suite 150, Irvine, CA 92614,
(the "Consultant") and City of Huntington Beach, having their principal place of business at 2000 Main St, Huntington
Beach, CA 92648 (the "Client"), with respect to the City of Huntington Beach Supplemental Employee Retirement Pension
Plan (the "Plan").
1. CONSULTING SERVICES
From the Effective Date of this Agreement until termination, Consultant shall provide the services with respect to
the Plan set forth in Schedule A (hereinafter referred to as the "Services"). Client understands that it has the sole
responsibility for determining whether to implement any recommendations provided by the Consultant, unless optional
discretionary services are engaged.
2. PROFESSIONAL FEES
Client shall pay the Consultant for services in a manner set forth in Schedule B. Unless stated differently in
Schedule B, fees shall be paid quarterly in arrears.
Consultant will not receive any additional hard or soft -dollar compensation related to the Plan from any other party
including but not limited to any party who is a service provider to the Plan or related to a service provider to the Plan.
3. AGREEMENT TERM
This Agreement shall become effective on the date first written above and shall be effective for one year from the
date above. In addition, each party may cancel this Agreement at any time prior to the one year term by giving the other
party written notice of such termination thirty (30) days prior to the effective date of termination. Upon termination the fees
due shall be prorated to the nearest month of service. This Agreement cannot be assigned without the consent of all
parties hereto.
4. CONSULTANT AGREEMENTS
ERISA Fiduciary Status. Consultant hereby acknowledges and agrees that it will be an investment fiduciary of the
Plan under ERISA and that it will perform its duties under the Agreement (a) in accordance with the provisions of the
documents and instruments governing the Plan insofar as such documents and instruments are consistent with ERISA,
(b) with the care, skill, prudence and diligence required of a fiduciary of a plan subject to ERISA, and (c) for the exclusive
purpose of providing benefits to the Plan participants and beneficiaries and defraying reasonable expenses of
administering the Plan. Consultant will not act in a fiduciary capacity as it relates to employer stock in the Plan, if
applicable. Notwithstanding the foregoing, Consultant shall not be subject to ERISA fiduciary standards with respect to its
performance of consulting services for the Client in its settior capacity.
Securities Law Fiduciary Status. Consultant hereby acknowledges and agrees that it is an Investment Advisor
under the Investment Advisors Act of 1940, and as such, it has a fiduciary duty to provide disinterested advice and
disclose any material conflicts of interest to the Client.
Advisor Independence. Neither Consultant nor any of its employees has a "material relationship," financial or
otherwise, with any mutual fund or manager of any investment vehicle that Consultant may recommend, consider for
recommendation, or otherwise mention to Client for consideration. For this purpose, "material relationship" is any
relationship that may affect the objectivity of the advice that Consultant provides under the terms of this Agreement.
Changes to Agreement. Consultant will disclose, to the extent required by ERISA Regulation Section 2550.408b-
2(c), to Client any change to the information in this Agreement required to be disclosed by Consultant under ERISA
Regulation Section 2550.408b-2(c)(1)(iv)(A) through (D) and (G) as soon as practicable, but no later than sixty (60) days
from the date on which Consultant is informed of the change (unless such disclosure is precluded due to extraordinary
circumstances beyond Consultant's control, in which case the information will be disclosed as soon as practicable).
Request for Information. If the responsible plan fiduciary or Plan Administrator requires information related to this
agreement and any compensation or fees received in connection with this Agreement in order for the Plan to comply with
the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder,
it shall make a written request to Consultant at least thirty (30) days in advance of the due date for such reporting and
disclosure. Upon receipt of such written request and in accordance with ERISA Regulation Section 2550.408b-
2(c)(1)(vi)(A), Consultant will disclose such information reasonably in advance of such due date, unless such disclosure is
Investment Advisory Consulting Agreement
precluded due to extraordinary circumstances beyond the Consultant's control, in which case the information will be
disclosed as soon as practicable.
Errors or Omissions. If Consultant makes an unintentional error or omission in disclosing the information required
under ERISA Regulation Section 2550.408b-2(c)(1)(iv), a change to such information as described in the Request for
Information section above and disclosed pursuant to ERISA Regulation Section 2550.408b-2(c)(1)(v)(B), or information
required under ERISA Regulation Section 2550.408b-2(c)(1)(vi), Consultant will disclose to Client the corrected
information as soon as practicable, but no later than thirty (30) days from the date on which Consultant learns of such
error or omission.
5. CLIENT ACKNOWLEDGEMENTS
Client acknowledges that;
a) It has retained, and will exercise, final decision -making authority and responsibility for the implementation
of any recommendations or advice rendered to Client by Consultant.
b) It is the intention of the Client not to bear any of the cost of operating the Plan (unless in its discretion, it
decides to do so). Accordingly, when rendering Fiduciary Services, Adviser is hereby directed to
recommend investment alternatives that will pay, directly or indirectly, amounts to or on behalf of the Plan
to cover all or most of the expenses of the Plan, unless (1) it is otherwise specifically directed by the
Client or (2) it is clearly imprudent to do so.6
c) In performing the Non -Fiduciary Services, Consultant is not acting as a fiduciary of the Plan as defined in
ERISA.
d) In performing both Non -Fiduciary Services and Fiduciary Services, Consultant does not act as, nor has
Consultant agreed to assume the duties of, a trustee or the Plan Administrator, as defined in ERISA, and
Consultant has no discretion over the investment of Plan assets or to interpret the Plan documents, to
determine eligibility or participation under the Plan, or to take any other action with respect to the
management, administration or any other aspect of the Plan.
e) Consultant does not provide legal or tax advice.
f) Investments are subject to various market, political, currency, economic, and business risks, and may not
always be profitable; and further that Consultant does not and cannot guarantee financial or investment
results.
g) Consultant (i) may perform other services for other clients, (ii) may charge a different fee for other clients,
and that Consultant (iii) may give advice and take action that is different for each client even where
retirement plans are similar.
h) Consultant may, by reason of performing services for other clients, acquire confidential information.
Client acknowledges and agrees that Consultant is unable to divulge to the Client or any other party, or to
act upon, any such confidential information with respect to its performance of this Agreement.
i) Consultant is entitled to rely upon all information provided to Consultant, whether financial or otherwise,
from reputable third parties, or by Client, Client's representatives or third -party service providers to Client,
the Plan, or the Consultant without independent verification. Client agrees to promptly notify Consultant
in writing of any material change in the financial and other information provided to Consultant and to
promptly provide any such additional information as may be reasonably requested by Consultant.
j) Consultant will not be responsible for voting (or recommending how to vote) proxies of the mutual fund
shares held by the Plan (or its trust). Responsibility for voting proxies of investments held by the Plan or
its trust remain with Client (or, if applicable, the Plan participants).
6. REPRESENTATIONS OF CLIENT
2
Investment Advisory Consulting Agreement
a) It is the "responsible plan fiduciary" for the control and/or management of the assets of the Plan, and for
the selection and monitoring of service providers for the Plan, in accordance with the requirements of
ERISA. Consultant is entitled to rely upon this statement until notified in writing to the contrary.
b) The execution of this Agreement and the performance thereof is within the scope of authority authorized
by the governing instrument of the Plan and applicable laws. The signatory on behalf of Client represents
that (i) the execution of the Agreement is authorized, (ii) the signator has authority to execute the
Agreement on behalf of the plan, and (iii) it will provide supporting documentation as may be reasonably
required by Consultant.
c) Upon request, Client shall deliver to Consultant copies of the plan documents, including any and all
amendments thereto, and shall provide Consultant with copies of any subsequent amendments or
restatements of those documents.
d) Client has determined that the fees charged by Consultant are reasonable and, if paid out of Plan assets,
are a proper obligation of the Plan.
7. ARBITRATION CLAUSE
Arbitration Clause. Under this agreement all claims arising out of transactions or activities affecting the provision
of services by the Consultant to the Client (collectively referred to as "the parties") shall be resolved through arbitration.
The parties acknowledge, understand, and agree that:
a) Arbitration is final and binding on the parties.
b) The parties are waiving their right to seek remedies in court, including the right to jury trial.
c) Pre -arbitration discovery is generally more limited than and potentially different in form and scope from court
proceedings.
d) The Arbitration Award is not required to include factual findings or legal reasoning and any party's right to
appeal or to seek modification of a ruling by the arbitrators is strictly limited.
e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the
securities industry.
To the extent permitted by law, all controversies which may arise between the parties or any of their affiliated companies
concerning any transaction arising out of or relating to this Agreement, or the construction, performance, or breach of this
or any other Agreement between the parties whether entered into prior to, on, or subsequent to the date hereto, shall be
submitted to arbitration conducted under the Rules of the American Arbitration Association.
Arbitration must be commenced by service upon the other party, of a written demand for arbitration or a written notice of
intention to arbitrate. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered in any
court having jurisdiction. Any arbitration proceeding pursuant to this Agreement shall be determined pursuant to the laws
of the State of California. This Agreement supersedes any and all preexisting agreements and/or understandings.
Each party will be responsible to pay their own attorney's fees regardless of the outcome of the proceeding.
8. CHOICE OF LAW AND VENUE
In the event arbitration is not permitted by law, this Agreement will be construed in accordance with and governed
by the laws of the State of California without regard to the conflicts of law principles and to the extent not pre-empted by
federal law.
The parties hereto agree that all actions or proceedingsarising in connection with this Agreement shall be tried and
litigated exclusively in the State and Federal courts located in the County of Orange, State of California. The
aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. Each party
stipulates that the State and Federal courts located in the County of Orange, State of California shall have in personam
jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of
or related to this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive
as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.
9. CONFIDENTIAL INFORMATION
Consultant will preserve as confidential all information pertaining to Client's accounts, and shall only disclose such
information to prospective vendors after identifying said vendors to Client, and receiving Client's permission to disclose.
Investment Advisory Consulting Agreement
Consultant will not use Client's account information for any purpose other than services disclosed under this Agreement.
Furthermore, both Consultant and Client agree to maintain shared information in strictest confidence and shall not copy,
reproduce or use for any other purpose other than the stated use in this Agreement. Neither Party shall disclose shared
information without written consent from the other Party, except as allowed by law.
11. COUNTERPART AGREEMENTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
12. SEVERABILITY
If a provision of the Agreement is or becomes invalid or unenforceable in any jurisdiction, it shall not affect the
viability or enforceability of any other provision in this Agreement.
13. RISK ACKNOWLEDGEMENT
Consultant does not guarantee the future performance of the Plan's assets or any specific level of performance.
Client understands that investment options in the Plan are subject to various market, currency, economic, political, and
business risks.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and understanding among the parties with respect to the
subject matter hereof, and supersedes any prior agreement, understanding, arrangement or promises, whether written or
oral, relating to the subject matter of this Agreement. There are no representations or statements, oral or written, that
have been relied on by any party hereto, except those expressly set forth in this Agreement.
15. DISCLOSURE STATEMENT
If the terms of this Agreement are acceptable to the Client, and the above services are in accordance with your
understanding, please sign this Agreement in the space provided and return it to Consultant (a copy of the fully executed
Agreement will be returned to you promptly for your files). Client agrees to review and consider the disclosures made by
Consultant (including in this Agreement and the Form ADV Part 2A), in particular the portions related to services,
compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other
matters, background information such as educational and business history, business practices such as the types of
advisory services provided, the methods of securities analysis used, and the like. Client acknowledges receipt of this
Agreement and Consultant's Form ADV Part 2A reasonably in advance of entering into this Agreement. The Client has
the right to terminate the agreement within five (5) days of receiving the ADV Part 2A without penalty. The annual offer to
receive the most recent updated Form ADV Part 2A may be delivered in an electronic format.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the date first written above. By
signing below, said person declares they have the authorization to sign on behalf of the Client in this capacity.
Authorized Client's Signature: 0AOA— CQ 0�1 �
Client's Name (Print) APPROVED AS TO FORM
JENNIFER Imo® TH, City Attorney
Title: t� t
t L
Date: V Z I D ,' i y Affamay
BFSG, LL
BY:
ac I M. Fequ
Date:
mpliance Officer
1
4
Investment Advisory Consulting Agreement
SCHEDULE A - SERVICES
Description of Basic Services
Investment Consulting
• Assist the Committee in developing and maintaining an Investment Policy Statement to guide the investment
manager in selection of investments which will provide the best opportunity to achieve the stated goals of the
Plan.
• Assist the Committee in determining proper asset allocation and asset class guidelines for the investment
manager.
• Oversee the Plan's investment manager to ensure compliance and prudence.
■ Provide an independent quarterly investment review analyzing the individual investments utilized by the
investment manager as well as the Plan in aggregate.
• Provide a market overview addressing the major markets, indices, sectors and the economic statistics that are
affecting the investment options in the Plan.
• Provide a detailed quantitative and qualitative examination of each mutual fund investment option within the
Plan, including performance numbers vs. the category and index, manager style drift, risk/return, standard
deviation, Sharpe ratio, expense ratio, upside and downside capture.
• Provide an in-depth portfolio summary, including fund and benchmark returns, overlap, correlation, style analysis
and overall portfolio returns against custom benchmarks.
■ Continually monitor the investment manager for any conflicts of interest and assist in developing procedure to limit
the impact.
• Benchmark the fees of all vendors providing services to the Plan and negotiate lower fees or additional services
as necessary.
• Be available no less than 4 times per year to meet with the Committee, or other designated fiduciaries, to present
the quarterly reports and findings, make recommendations and answer questions related to the Plan.
Notwithstanding the foregoing, any information and materials presented to participants or beneficiaries of the Plan shall be
limited to those categories of information and materials that will not be considered "investment advice," as that term is
used in Section 3(21)(A)(ii) of ERISA and 29 CFR 2510.3-21. These categories of information and materials are
described in paragraph (d) of the US Department of Labor Interpretive Bulletin 96-1.
LA,_, 11,2►.I�
Autho zed Client Signature Date
Investment Advisory Consulting Agreement
Flat Fee Amount:
Billing Frequency:
SCHEDULE B - PROFESSIONAL FEES
$25,000 Annually
1st Year Reporting Schedule:
® Quarterly ❑ Annually ❑ One-time project
❑ 1st Quarter 2013
❑ 2°d Quarter 2013
❑ V Quarter 2013
® 41h Quarter 2013
Reporting schedule for subsequent years will include four quarterly investment reviews.
Billing Procedures
Direct Billing - Consultant shall provide an invoice to Client within 30 days following the end of the quarter for services
rendered based upon the selected fee schedule above. Fees shall be due upon receipt of the invoice.
Authors Client Signature Date
6
1 -
AcoR�� CERTIFICATE OF LIABILITY INSURANCE
DATE (MMtDD/YYYY)
10/02/2012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Hub International Northeast Limited- LI
100 Sunnyside Blvd
CONTACT
NAME
PHONE 516-496-7600 FAX 516-496-4040
A/C No. Ext : A/Q No
E-MAIL
ADDRESS:angeline.thomas@hubinternatlonal.com
INSURER(S) AFFORDING COVERAGE
NAIC#
Woodbury NY 11797
WSURERA:Hartford Fire Insurance Co.
19662
Cus#90373
INSURED
INSURER B : U. S . Specialty Insurance Co.
INSURER C: Federal Insurance Co.
BFSG, LLC
c/o Focus Financial Partners LLC
909 3rd Avenue, 12th'F1oor
New York, NY 10022
INSURER D
INSURERE:
INSURER F
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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TYPE OF INSURANCE
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EACH OCCURRENCE
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DAMAGE TO RENTED
PREMISES tEa occurrence
$1, 000 , 000
MED IXP (Any one person)
S10,000
PERSONAL & ADV INJURY
$1 , 000', 000
GENERAL AGGREGATE IS3,000,000
GEN'L AGGREGA-E LIMIT APPLIES PER:
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EACH OCCURRENCE
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AGGREGATE
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DED I % RETENTION s 10 000
$
A
WORKERS COMPENSATION
AND EMPLOYERS LIABILITY YIN
ANY PROPRIE'rOR/PARTNER/EXECUTIVE ❑
OFFICERIMEMBER EXCLUDEO7
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DESCRIPTION OF OPERATIONS below
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% OCYD L MITS� 'ER
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E.L. DISEASE - EA EMPLOY-
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E.L. DISEASE - POLICY LIMIT
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Errors 6 Omissions
Excess Errors & Omissions
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01/26/2012
01/26/2012
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Occ./Aggregate $10,000,000
Occ./Aggregate $5,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it mare space is required)
Certificate Holder is included as Additional Insured with respects to a written contract or agreement.
GtK I IrIGA I t tiULUtK l�H1Vl�CLLN wl.
City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City Treasurer ACCORDANCE WITH THE POLICY PROVISIONS.
2000 Main Street
Huntington Beach, CA 92646-2702 AUTHOR= REPRESENTATIVE
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ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
Doc#6554424 Certholder #: 71
CITY OF _ •
1 E�is�•+ar BEACH
Professional 1 1
Service
P ,,
Date: 9/18/2013 Project Manager Name: Alisa Cutchen
Requested by Name if different from Project Manager:
Department: C ! -,r . TIZEA6 U �Z�-R
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER,
FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT
PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement:
Consulting by BFSG for City's Supplemental Pension Plan
2) Estimated cost of the services being sought: $ $25,000 for one year
3) Are sufficient funds available to fund this contract? ® Yes ❑ No
If no, please explain: No City funds to be used. Payment made from Supplemental Plan
directly.
4) Check below how the services will be obtained:
❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.
❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized.
® MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized.
5) Is this contract generally described on the list of professional service contracts approved by the
City Council? If the answer to this question is "No," the contract will require approval from the
City Council.) ® Yes ❑ No
ager Signature
-/,�7- - / 3
Date
6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted
(Please note that a budget check will occur at tthe object code Level):
$ $
441 �a
Budget Approval Date
De rt ent Head ture(s) Date
� f na16--24r
�13
Directo of Fi ce's Signature Date
--�
Deputy Ci y anager's Signature Date
APPROVED ENIED ❑
10
/ ity Manager's Signature Date
�,r��NliNcro �CITY OF HUNTINGTON BA
Professional Service Approval For
PART 11
Date: 9/18/2013 Project Manager: Alisa Cutchen
Requested by Name if different from Project Manager:
Department: Ci--- T2�UpZ
PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I
& H MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: BFSG
2) Contract Number:_Z-o i '3_' yc�
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $ $25,000
4) Is this contract less than $50,000? ® Yes ❑ No
5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No
6) Is this contract over $100,000? ❑ Yes ® No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and
City Clerk. Make sure the appropriate signature page is attached to the contract.)
7) Were formal written proposals requested from at least three available qualified
consultants? ❑ Yes ® No
8) Attach a list of consultants from whom proposals were requested (including a contact
telephone number.)
9). Attach Exhibit A, which describes the proposed scope of work.
10) Attach Exhibit B, which describes the payment terms of the contract.
Budget Approva ignature Dat
Z�Al,9-L� �- / Z)ZIt 3
Director of inance (or designee) Signature Date