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HomeMy WebLinkAboutBFSG, Inc. - 2012-10-23Name of Contractor: BFSG, Inc. Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Deferred Compensation Plan Investment Advisory Services Amount of Contract: $30,000.00 Copy of contract distributed to: The original insurance ce " icate/Waiver distributed [�����T�it� to Risk Management InitiatingDept. Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ �zq NametExtension City Attorney's Office. Date: T G:AttyMisdContract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BFSG,LLC FOR DEFERRED COMPENSATION PLAN INVESTMENT ADVISORY SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and BFSG, LLC, a limited liability company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide investment advisory and compliance services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates John Campbell who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professionalsves to $49 12-07 1 of I I 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on October 23 , 20 12 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed thirty thousand Dollars ($30,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surfnet/professionalsvcsto $49 12-07 2 of 11 work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/surfnet/professional Svcs to $49 12-07 3 of 11 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surfnet/professional Svcs to $49 12-07 4 of 11 forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/surfnet/professional svcs to $49 12-07 5 of 11 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/surfnet/professional sves to $49 12-07 6 of 11 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Lori Ann Farrell 2000 Main Street Huntington Beach, CA 92648 agree/surfnet/professional svcs to $49 12-07 7ofII TO CONSULTANT: BFSG,LLC ATTN: John Campbell 2040 Main Street, Ste 150 Irvine, CA 92614 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as agree/surfnet/professional Svcs to $49 12-07 8 of 11 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/surfnet/professional svcs to $49 12-07 9 of 11 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES ` Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by t gnatory or CONSULTANT's initial 28. ENTIRETY The parties acknowledge and agree that thWare entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's agree/surfaet/professional sues to $44 I2-07 10 of 11 behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, BFSG, LLC COMPANY NAME ITS: (circle one) Chairm residen ice President AND C By: print name ITS: (circle one) Secret Chief Financial Officer/Asst. Secretary — Treasurer agree/surfnet/professionalsvcs to $49 12-07 11 of 1l CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California /4'-, - ate— :g ot'�� Director/Chief (Pursuant To HBMC §3.03.100) APPROVED AS TO FORM: yv�<�'9--'-- City AttO y )'0 / Z Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BFSG,LLC FOR DEFERRED COMPENSATION PLAN INVESTMENT ADVISORY SERVICES Table of Contents Scopeof Services.....................................................................................................I CityStaff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation..........................................................................................................2 ExtraWork...............................................................................................................2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless.........................................................................................................3 Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 IndependentContractor............................................................................................6 Terminationof Agreement.......................................................................................6 Assignment and Delegation......................................................................................6 Copyrights/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices.........................................................................................7 Consent....................................................................................................................8 Modification............................................................................................................. 8 SectionHeadings.....................................................................................................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration...............................................................................................................9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival.....................................................................................................................10 GoverningLaw.........................................................................................................10 Signatories.................................................................................................................10 Entirety......................................................................................................................10 EffectiveDate................................................................................. I I EXHIBIT A SCOPE OF SERVICES CONSULTANT will provide investment, compliance, and educational consulting services to City with respect to the Plan as outlined below: INVESTMENT SERVICES • Provide comprehensive quarterly investment analysis review of all Plan investment options, as well as additional options and asset classes to consider. • Provide a market overview addressing the major markets, indices, sectors, and the economic statistics that are affecting them. • Provide an in-depth portfolio summary, including fund and benchmark returns, style analysis and overall portfolio return. • Analyze the Plan asset allocation by fund and underlying sector. The fund lineup will also be analyzed to determine the amount of overlap that may be occurring. • Provide a detailed quantitative and qualitative examination of each mutual fund investment option within the Plan, including performance numbers versus the category and index, manager style drift, risk/return, standard deviation, Sharpe ratio, expense ratio, upside and downside capture and fund allocation. • Annually review Investment Policy Statement to ensure it is meeting the needs of the CITY and the defined contribution Plan participants. • Continually monitor the Plan's investments to ensure they are meeting the Investment Policy Statement parameters as well as the retirement needs of the participants. • Make recommendations of possible alternatives to funds when, in conjunction with the Investment Committee, it is determined a change in fund line-up is necessary. • CONSULTANT will be available four times per year, or as needed, to meet with the Investment Committee, or other people designated by the CITY, to present the quarterly reports and findings, make recommendations as to particular investments to be placed in the fund line-up and answer any questions that may arise. ® CONSULTANT will act as co -fiduciary by providing investment advice on a regular basis to the Plan regarding the Plan's assets in accordance with the provisions of this Agreement. 08-1622.00n 28477 1 EXHIBIT A COMPLIANCE AND ADMINISTRATION CONSULTING SERVICES Provide consulting assistance on fiduciary best -practices, including the maintenance of the Investment Policy Statement and Fiduciary Education, and at least annually provide a written summary of these activities within ninety (90) days of September 30. Provide annual benchmarking of Plan costs as compared to industry average. Provide compliance -related and legislative updates as applicable. VENDOR BENCHMARKING (conducted every 3 — S years) Discovery, which entails gathering data regarding CITY's current Plan, including specific needs as it relates to a provider. Conduct a review of the universe of vendors in the marketplace to determine which would be appropriate candidates for the CITY's Plan, and identify the top three (3) candidates that would meet the CITY's needs. Prepare and coordinate with CITY staff on a customized Request for Information (RFI) based on CITY's Plan specifics, demographics, and needs. RFI to be sent to a minimum of 8 — 10 providers. Compile the responses and prepare a summarized presentation incorporating a review of the vendors' recordkeeping / administration capabilities; investment offerings;- education / communication abilities; and costs. The presentation will be,. presented to CITY's retirement plan committee so that the search may be narrowed to one or two finalists. Assist in coordinating in -person interviews with each of CITY's chosen finalists so that CITY may complete selection. Prepare Management Letter to quantify and summarize process findings. Document entire evaluation process for CITY's fiduciary file. Provide minutes from Deferred Compensation Committee meetings when attending and input on CITY's fiduciary responsibilities as needed. ANALYSIS OF INVESTMENT ASSET CLASSES AND ON -GOING PERFORMANCE. MONITORING: CONSULTANT shall evaluate all Plan investments against appropriate peer groups and index benchmarks using several measures to quantify expenses, returns, and risk -adjusted performance. Each Plan investment option will be initially reviewed, and then reviewed quarterly. Both quantitative and qualitative criteria will be evaluated as follows: 08-1622.00/128477 2 EXHIBIT A Evaluation MethodoloU Quantitative Criteria I . Trailing 3, 5 and 10 year returns — Returns shall be weighted based on the life of the fiord. Recent returns will be more heavily weighted, while older returns, which could have been produced under different conditions, will be less heavily weighted. 2. Rolling 12-month returns (10 years) — Returns shall be evaluated over a rolling 12-month period to determine how consistently the fund manager out -performed his peers in a variety of market cycles. Rolling 36 month returns (10 years) — Returns shall also be evaluated over a 36- month rolling period, thus putting more emphasis on performance across different cycles of the market. 4. Sharpe Ratio (36 months) — Sharpe Ratio shall be evaluated to determine the fund's overall efficicney. The Sharpe Ratio is calculated by dividing the annualized return in excess of the risk -free Treasury bill by the standard deviation for that same time frame. 5. Information Ratio — The Information Ratio shall be evaluated by taking the excess return over the fund's appropriate index and dividing it by the standard deviation. 6. Up Capture Ratio — The percentage of an index return captured during market cycles, referred to as Up Capture Ratio, shall be evaluated. 7. Down Capture Ratio — The percentage of an index return captured during down market cycles, referred to as Down Capture Ratio, shall be evaluated. Style Consistence to the appropriate category — The use of three, weighted analyses ensures that the funds that are selected for the Plan continue to operate and perform as expected within their appropriate asset class. R-Squared, style return consistency, and holdings consistency shall be evaluated. 9. Expense Ratio — The expense ratio shall be compared as a percentage to the appropriate category average. Each fund shall be benchmarked to a specific market index, and fund performance will be evaluated and compared to a relevant peer group using Morningstar category classifications. Each fund will be given a peer group ranking in each criterion, shown as a percentage. The rankings for all criteria will then be averaged to give a fund its average ranking score. (Each evaluation measure requires a three-year history to ensure an accurate evaluation of the fund; therefore, any fund with less than a three-year history will not be evaluated using this method.) 08-1622,00/128477 3 EXHIBIT A CONSULTANT will then use the overall ranking score to indicate whether a fund is outperforming, performing or underperforming. An overall ranking score between 4.44% (the highest obtainable score) and 29.99% shall indicate a fund that is outperforming. A score between 30%-59.99% shall indicate a fund that is performing. A score between 60% and 95.56% (the lowest obtainable score) shall indicate a fund that is under -performing. _Oualitative Criteria In addition to the above criteria, additional factors will be monitored to determine a fund's potential exposure to risk that may make it unsuitable as a retirement plan investment option. The additional factors to be monitored are: Change in fund philosophy Change in fund manager Individual holding concentrations Economic sector concentrations Performance volatility as measured by standard deviation Attribution analysis Portfolio turnover / transaction costs Manager tenure Asset base Median market capitalization Average credit quality for bond funds Average duration for bond funds 09•162100/128477 4 EXHIBIT A EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. The fixed fee shall not exceed Twenty -Five Thousand Dollars ($25,000) annually. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice to be submitted to the deferred compensation providers for reimbursement for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice; in which event payment shall be submitted to the deferred compensation providers within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 08-1622.001 /28478 ----I a AcoRo CERTIFICATE OF LIABILITY INSURANCE 1-�I DATE (MM1DD/YYW) 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: PHONENo Ext 516-496-7600 FAX AIC No: 516-496-4040 E-MAIL ADDRESS: angeline. thomas@hubinternational. com INSURER(S) AFFORDING COVERAGE NAIC# Woodbury NY 11797 INSURER A: Hartford Fire Insurance Co. 19682 Cus#90373 INSURED INSURERB:U.S. Specialty Insurance Co. INSURER C: Federal Insurance Co. BFSG, LLC c/o Focus Financial Partners LLC INSURER D : INSURERE: 909 3rd Avenue, 12th Floor New York, NY 10022 INSURER F VV Vtr<A I3tJ liCRllrlliMlL IYa�lr, a+�l�. 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 POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL INSR I SUBR WVD POLICY NUMBER POLICY EFF MWDD/YYYY) POLICY EXP MM/DD/YYY LIMITS A GENERAL LIABILITY % COMMERCIAL GENERALABILITY . CLAIMS -MADE X OCCUR 10UUN79543 A I9 ' ,�"� WED AS' � /t+� O1/01/2012 /7 01/01/2013 EACH OCCURRENCE $1,000,000 DAMAGETORENTED PREMISES Ea occurrence g1,000,000 MED EXP (Any one person) S10,000 PERSONAL 8 ADV INJURY $1 , 000 , 000 J ER ScGRXTH, ✓Y)\ --ity GENERAL AGGREGATE $3,000,000 A 01/01/2012 �/ 01/01/2013 GEN'L AGGREGATE LIMIT APPLIES PER: PRO- POLICY n jECTPRO LOC AUTOMOBILE LIABILITYlODUNJT9543 PRODUCT COMP(OP AGG $3 , 000 , 000 COMBINED SINGLE LIMIT Ea accident $ $1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accdent $ $ A g UMBRELLA LIAR' EXCESS LIAB g ~ OCCUR CLAIMS -MADE 10HHUTT4532 01/01/2012. 01/01/2013 EACH OCCURRENCE I$10,000,000 AGGREGATE $10,000,000 $ I X I RETENTION$ 10 000 A DED WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE 1OWBZR9332 01/01/2012 01/01/2013 X ITWOC�ATITSI 'OEH c.L. EACH ACCIDENT $1 , 000 , 000 E.L. DISEASE - EA EMPLOYE $1 , 000, 000 OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A i E.L. DISEASE - POLICY LIMIT $1 , 000, 000 Occ./Aggregate $10,000,000 Occ./Aggregate $5,000,000 B C If yes, describe under DESCRIP T ION OF OPERATIONS below Errors & Omissions Excess Errors & Omissions 24MGUllA23174 I822158112 0l/26/2012 01/26/2012 01/26/2013 01/26/2013 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, K more space is required) Certificate Holder is included as Additional Insured with respects to a written contract or agreement. L;tKl lrlt-A I C IrWLUCM City of Huntington Beach City Treasurer 2000 Main Street Huntington Beach, CA 92648-2702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i2 :ll ATIIIAI A 11 .. L.i�.C�eniCri ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Doc#6554424 Certholder #: 71 Aco ©® CERTIFICATE OF LIABILITY INSURANCE uii 9/20l2 " 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 p illcy(les) 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 cartiflci to does not confer rights to the certificate holder In lieu of such endorseme s . PRODUCER Hub International Northeast Limited- LI 100 Bunayaide Blvd Woodbury NY 11797 _COVI[ACT KAM PHONE 516-677-4774 FAIL No; 917-934-5348 ,MAIL PRODUCER CUSTOMERipt. 90373 INSURER(S) AFFORDING COVERAGE NAIC 0 INSURED INSURERA:Sartford Fire Insurance Co. 19682 INSURER B : INSURERC: BFBG, LLC c/o Focus Financial Partners, LLC 909 3zd Avenue, 12 Floor INSURER D: INSURER E: New York, NY 10022 INSURER F: COVERAL3ES ---------- - OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFF MMIDD POLICY LXP 0 01/01/2013 LIMITS EACHOCCURREHCE $ 1,000,000. A GENERAL LIABILITY JOUMJT9543 01/01/2012 DAMAGETORENTFD PREMISESru $ 1,000,000 3 CAMMERCW.GENERALUABILnY MED EXP (Any onePerson) $ 109000 CLAIMS -MADE Fx_] OCCUR PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 UCTS-COMP/OPAGG $ 3,000,000 $ nPRODGEMLAGGREGATELIMITAPPLIESPER: POLICY F'R0 Loa AUTOMOBILE L WBILRY 109IINJT9543 03/01/2012 O7/01/2013 COMBINED SINGLE LIMB (Ea = 1,000,000 A ANY AUTO BODILY IWURY(Per persal) $ BODILY INJURY OW accident) $ ALL OWNED AUTOS PROPERTYDAMAGE $ SCHEDULED AUTOS (Per accident) $ HIRED AUTOS $ E NON -OWNED AUTOS A $ UMBRELLALIAS E OCCUR 10HHIIJT4532 01/01/2012 01/01/2013 EACH OCCURRENCE $ AGGREGATE $ 10,000,000 EXCESS LIAR CLAIMS -MADE $ DEDUCTIBLE $ A E RE. UTION S 20,000 WORKERS COMPENSATION IONBER9332 O1/01/2012 Ol/Ol/2013 E aySTATLLO E.L EACH ACCIDENT $ 1, 000, 000 AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEWEXECUTNE OFFICERIMEMBER EXCLUDED? D NIA E.L. DISEASE -EA EMPLOYEE $ 1,000,0'00 (Mandatory In NH) 9 yes. describe under DESCRIPTION OF OPERATIONS belay E.L.DISEASE - POLICY LIMIT $ 1,000,000 OF OPERATIONS ILOCATIONS I VEHICLES (Attach ACORD 101. Additional Remarks Schedule, I Moro space Is required) DESCRIPTION Evidence of Insurance CERTIFICATE HOLDER 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 AUTHOROIO REPRESENTATIVE hub, international aorthanot Limited- LI Huntington Beach, CA .92648-2702 .nee_9n,M APnRn rn0PnRATInN- All rinht8 reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD COZ871 D806105230 ® DATE (MMIDD/YYYY1 ACCW CERTIFICATE OF LIABILITY INSURANCE 01/05/2012 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(les) 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 endorsemen s , PRODUCER Hub International Northeast Limited- LI 100 Suanyside Blvd Woodbury NY 11797 AC NA PHOMIC.NE , -67-4774 -934-53481FC E*MAIL ADDRESS, 90373 _ INSUREMS) AFFOROWG COVERAGE NAIC 0 INSURED INSURERA: Hartford Fire Insurance CO, 19982 INSURER B; INSURERC: BFSd, LLC c/o Focus Financial Partners, LLC INSURER O; 909 3rd Avenue, 12 Floor INSURER E; New York, NY 1D022 INSURER F : 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 POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A TYPE OF INSURANCE GENERAL LIABILITY Z I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR POLICY NUMBER 101JUNJ'T9543 POLICY EFF MMIOO/YYYY 01/1)1/2012 POLICY EXP MMlDD D1/01/2013 LIMITS EACHOCCURRENCE $ 1,000,ODO PREMISES u g 1,000,000 MED ECP Any one mon) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 ' GENERAL AGGREGATE $ 3000,000 GENL AGGREGATE LIMIT APPLIES PER: POLICY PRO -_CT 7 LOC PRODUCTS-CDMP/OP AGG $ 3,000, 000 $ A AUTOMOBILE LIABILITY 100IINJ'T9543 Ol/Ol/201.7 Ol/Ol/2013 COMBINEDSINGLENGLE LIMB Ica accldoM) $ 1, 000, 000 BODILY INJURY (Per Pelson) i ANY AUTO BODILY INJURY (Per scddenl) $ ALL OWNED AUTOS PROPERTY DAMAGE (Peracdden0 $ % SCHEDULEDAUTOS HIRED AUTOS S Z NON -OWNED AUTOS $ A Z UMBRELLA LIAR EXCESS LIAB Z OCCUR CLAIMS -MADE IORHIIJT4532 01/01/2012 - 01/01/2013 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,00D,000 DEDUCTIBLE % RETENTION 10 000 WORKERS COMPENSATION AND EMPLOYERS'LIASILRY YIN ANY PROPRIETORIPARTNERIE-XECUTNE ❑ DFFICMVMEMBER EXCLUDED? IMandamrytn NH) IMyandaeecibe under DESCRIPTION OF OPERATIONS below S g N I A 10Fi8 ZR9332 01/01/7012 01/01/2013 STATLL FIR0 %I'M F.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYEE$ 1,000, 000 E.L. DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 10t, Addldonal Remarks Schedule, it more space Is required) Evidence of Insurance !ity of Huntington Beach !ity Treasurer 1000 Main Street intington Beach, CA 92648-2702 ACORD 25 (2009/09) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE aub. Internatiosucl sorthesot 198E-2oog ACORD CORPORATION. All rights The ACORD name and logo are registered marks of ACORD D8S6105210 C0I071 rly CITY OF HUNTING ON BEACH i Professional Service Approval Form PART 11 Date: 6/21/2012 Project Manager: Lori Ann Farrell Requested by Name if different from Project Manager: Jim Slobojan Department: Finance 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, Inc. 2) Contract Number: FIN (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $ NTE $30,000 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. A : Budget pproval Signature bate _' (Iz� V I L(/ Director of Finance (or designee) Signature bate C {Nn 8i• CITY OF •' • Professional ..•,•, Approval •, r D i Date: 6/21/2012 Project Manager Name: Lori Ann Farrell Requested by Name if different from Project Manager: Jim Slobojan Department: Finance 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: Deferred Compensation Plan Investment Adisory Services - CONSULTANT SERVICES TO BE FUNDED VIA A COST REIMBURSEMENT BASIS BY THE CITY'S 457 DEFERRED COMPENSATION PLAN PROVIDERS AS PROVIDED UNDER THE IRC. 2) Estimated cost of the services being sought: $ 30,000 3) Are sufficient funds available to fund this contract? ❑ Yes ❑ No If no, please explain: 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 Fiscal Services anager Signature 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 the object code level): � Bu et Approval A-7� 'D � a�Head ignature(s) Deputy APPROVE i�� of F1gance's Signature If9 Manager's Signature IED ❑ Dote � � 2 ��jj to F1 , ' ' Date anager's Signature Date