HomeMy WebLinkAboutBFSG, LLC - 2019-07-30 AMENDMENT NO. I TO PROFESSIONAL SERVICES CONTRACT
BET\VEEN THE CITY OF HUNTINGTON BEACH AND
BFSG. LLC
FOR
DEFERRED COMPENSATION PLAN INVESTMENT ADVISORY SERVICES
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACI-L a California municipal corporation, hereinafter referred to as
"CITY." and BFSG. LLC. hereinafter referred to as "CONSULTANT."
WHEREAS. CITY and CONSULTANT- are parties to that certain agreement,
dated JUIV 30. 2019 entitled "Professional Services Contract Between the City of
Huntington Beach and BFSG, LLC, which agreement shall hereinafter be referred to as
the "Original Agreement." and
CITY and CONSULTANT wish to amend the Original Agreement to reflect the
additional work to be performed by CONSULTANT..
NOW, THEREFORE. it is agreed by CITY and CONSULTANT as follows:
I. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed, CITY agrees
to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full
payment for services rendered, an additional sum not to exceed Three Thousand Dollars
(S3000) in addition to the original sum of Thirty Thousand Dollars (S30.000), for a new
total not to exceed Thirty-Three Thousand Dollars ($33,000).
2. SCOPE OF SERVICE
CONSULTANT shall provide services as described in the amended
Exhibit "A". which is attached hereto and incorporated into this Agreement by
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reference. CONSULTANT has provided a draft template agreement, Exhibit
"C", which is attached hereto and incorporated into this Agreement by reference.
3. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers on J 120 t .
CONSULTANT, CITY OF HUNTINGTON BEACH,
BFSG, 1, a municipal corporation of the State of
California
By: -
Ott back r m T Director/Chief
print name
ITS: (circle one)Chai ruiden iee Pruidem (PYGTuanl To BMC§3.03100J
AND APPROVED AS TO FORM:
By:
T�Iacc e- k.a City Attorney
print name
ITS: (ardr ary hief financial Oniccr/Heat. Date
Secretary— rrcu.
RECEIVE AND FILE:
City Clerk
Date
21-9759t260858 2
EXHIBIT A
457 Deferred Compensation Plan
Investment Consulting
• Provide investment services on a discretionary basis similar to those of an
ERISA 3(38) Investment Manager, including the selection, monitoring, and
deselection of investment options offered in the Plan.
• Draft and maintain an Investment Policy Statement (IPS), which incorporates a
process and methodology for reviewing and monitoring Plan investment options,
and periodically review the IPS to ensure it is meeting the needs of the Client.
• Provide comprehensive quarterly investment analysis review of all Plan
investment options.
• Provide a market overview addressing the major markets, indices, sectors and
the economic statistics that are affecting the investment options in the Plan.
• Provide an in-depth portfolio summary, including fund and benchmark returns,
correlation, style analysis and overall portfolio returns against custom
benchmarks.
• 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. Apply an Evaluation
Methodology based on the Client's Investment Policy Statement.
• Be available no less than four times per year to meet with the Client to present
the quarterly reports and findings, make recommendations and answer questions
related to the Plan.
Compliance and Administration Consulting
• Provide consulting assistance on fiduciary best practices including the
formalization of fiduciary and administrative duty delegation.
• Assist Committee members in understanding their legal responsibilities as a
fiduciary by conducting periodic fiduciary education.
• Provide legislative updates as applicable.
Vendor Search & Selection
• Prepare a customized Request for Proposal (RFP) based on Client's Plan
specifics, demographics, and needs.
• Work with Client's procurement office to issue the RFP publicly.
• Compile the responses and assist Client in selecting semi-finalists through an
overview of areas of high importance.
• Create a detailed analysis of semi-finalists, including application of scoring
methodology approved by Client, to assist in selecting finalists.
• Coordinate in-person interviews with each of Client's chosen finalists.
• Negotiate final details on behalf of Client (if applicable).
• Assist with transition to new vendor (if applicable).
• Document entire evaluation process for Client's fiduciary file.
Participant Planning
• Provide basic or comprehensive financial planning services upon request by Plan
participants.
• Plans to be delivered by an employee who has earned the Certified Financial
Planner designation.
• Services require participants to provide additional information to be completed.
• Services subject to the terms, conditions, and limitations contained in the
enclosed Exhibit "C", which must be executed by Plan participant before financial
planning is conducted.
EXHIBIT C
BENEFIT FINANCIAL SERVICES GROUP
FINANCIAL PLANNING AND CONSULTING AGREEMENT
In connection with the agreement entered into between Benefit Financial Services Group, an SEC registered investment
adviser having a principal mailing address of 2040 Main Street, Suite 720. Irvine, California 92614 (the "PLANNER") and
City of Huntington Beach, whose mailing address is 2000 Main Street, Huntington Beach, CA 92648(the"EMPLOYER'), I,
<<<EMPLOYEE NAME>>> (the"CLIENT"), as a prerequisite to receiving the services contemplated under the Agreement,
acknowledge and agree to the following:
PLANNER agrees to provide basic financial planning and consulting services to CLIENT. Per the terms of the Agreement
described above, such services are to be provided only to the extent requested by CLIENT. CLIENT will not incur any
separate or additional fee as a result of electing to receive the PLANNER's financial planning and consulting services.
CLIENT acknowledges that recommendations provided by PLANNER are not endorsed or reviewed by EMPLOYER.
PLANNER's financial planning and consulting services shall conclude upon PLANNER's communication of its
recommendations to CLIENT. It is expressly understood by CLIENT that these services do not create an ongoing
relationship between PLANNER and CLIENT.
PLANNER will remain available to review and update any recommendations provided to CLIENT upon CLIENT's request.
PLANNER's recommendations (i.e. investments, estate planning, retirement planning, taxes, insurance, etc.) shall be
discussed by the PLANNER with CLIENT and may be implemented, at CLIENT's sole discretion, with the corresponding
professional advisors (i.e. broker, accountant, attorney, etc.) of CLIENT's choosing. In respect to estate planning matters,
PLANNER's role shall be that of a facilitator between CLIENT and CLIENT's corresponding professional advisors. No
portion of PLANNER's services should be interpreted as legal or accounting advice. CLIENT should defer to CLIENT's
attorney or accountant.
CLIENT agrees to provide information and/or documentation requested by PLANNER as pertains to CLIENT's objectives,
needs, and goals. PLANNER shall not be required to verify any information obtained from the CLIENT, CLIENT's attorney,
accountant,or other professionals, and is expressly authorized to rely thereon. CLIENT is free at all times to accept or reject
any recommendation from PLANNER, and CLIENT acknowledges that he has the sole authority with regard to the
implementation, acceptance, or rejection of any recommendation or advice from PLANNER.
CLIENT is free to obtain legal, accounting, and brokerage services from any professional source to implement the
recommendations of PLANNER. CLIENT will retain absolute discretion over all implementation decisions.
PLANNER's financial planning and consulting services do not include investment implementation, supervisory,
management, or reporting services, nor the regular reviewing, updating, or monitoring of CLIENT's investment portfolio or
financial plan. In the event CLIENT desires that PLANNER provide investment supervisory or management services,
CLIENT may request that PLANNER do so under the terms of a separate Investment Advisory Agreement between
PLANNER and the CLIENT, for which services PLANNER shall be paid a separate and additional fee.
PLANNER, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in
connection with its services. The federal and state securities laws impose liabilities under certain circumstances on persons
who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which
CLIENT may have under any federal or state securities laws, ERISA, or under the rules promulgated by the Employee
Benefits Security Administration and/or the Department of Labor. In no event shall PLANNER be responsible to CLIENT for
any special, indirect, incidental, exemplary, punitive, or consequential damages in connection with or otherwise arising out
of this Agreement.
CLIENT hereby acknowledges prior receipt of a copy of the PLANNER's written Disclosure Statement as set forth on Part
2A of Form ADV and PLANNER's Privacy Notice.
Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of
any dispute pertaining to PLANNER's services, both PLANNER and CLIENT agree to submit the dispute to arbitration in
accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts
jurisdiction. PLANNER and CLIENT understand that such arbitration shall be final and binding, and that by agreeing to
arbitration, both PLANNER and CLIENT are waiving their respective rights to seek remedies in court, including the right to
a jury trial. CLIENT acknowledges that he/she/it has had a reasonable opportunity to review and consider this arbitration
provision prior to execution.
Agreed to and accepted by:
1911Z)0 Z-'QC�`��or�
Name(P inted)
Signature Date
2
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 Darren Stewart who shall represent it and be its
sole contact and agent in all consultations with CITY during the performance of this Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
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3. TERM,TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on tz;)a L 7 , 20a(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
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."
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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 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
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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
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.
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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.
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
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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.
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
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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 1 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: TO CONSULTANT:
City of Huntington Beach BFSG,LLC
ATTN: Alisa Backstrom ATTN: Darren Stewart
2000 Main Street 2040 Main Street, Ste 720
Huntington Beach, CA 92648 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.
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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 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
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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.
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe,interpret and/or enforce the
terms arid/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.
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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 the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are 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 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
BFSG, LLC California
By: Director/Chief
(Pursuant To HBMC,¢3.03.100) G(P .(lr�
print name APPROVED AS TO FORM:
ITS: (circle one)Chairman/Presiden ice President
AND
By: r'.tip- City Attorney
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ITS: (circle one) ecre y Chief Financial Officer/Asst. RECEIVE AND FILE:
Secretary—Treasurer
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City Clerk
Date
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EXHIBIT "A"
Services 457 Deferred Compensation Plan
Investment Consulting
■ Provide investment services as a fiduciary to the Plan.
■ Draft and maintain an Investment Policy Statement(IPS),which incorporates a process
and methodology for reviewing and monitoring Plan investment options, and periodically
review the IPS to ensure it is meeting the needs of the Client.
■ Provide comprehensive quarterly investment analysis review of all Plan investment
options to ensure they are meeting the IPS parameters,as well as,provide
recommendations on additional options and asset classes to consider.
■ Provide a market overview addressing the major markets,indices, sectors and the
economic statistics that are affecting the investment options in the Plan.
■ Provide an in-depth portfolio summary, including fund and benchmark returns,
correlation,,k yle analysis'and overall portfolio returns against custom benchmarks.
■ 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.Apply an Evaluation Methodology based on the Client's
Investment Policy Statement.
• Be available no less than four times per year to meet with the Client to present the
quarterly reports and findings,make recommendations and answer questions related to
the Plan.
Compliance and Administration Consultinu
■ Provide consulting assistance on fiduciary best practices including the formalization of
fiduciary and administrative duty delegation.
■ Assist Committee members in understanding their legal responsibilities as a fiduciary by
conducting periodic fiduciary education.
■ Provide legislative updates as applicable.
EXHIBIT A
Vendor Search&Selection
■ Prepare a customized Request for Proposal(RFP)based on Client's Plan specifics,
demographics,and needs.
■ Work with Client's procurement office to issue the RFP publicly.
■ Compile the responses and assist Client in selecting semi-finalists through an overview of
areas of high importance.
• Create a detailed analysis of semi-finalists, including application of scoring methodology
approved by Client,to assist in selecting finalists.
■ Coordinate in-person interviews with each of Client's chosen finalists.
■ Negotiate final details on behalf of Client(if applicable).
• Assist with transition to new vendor(if applicable).
■ Document entire evaluation process for Client's fiduciary file.
EXHIBIT A
EXHIBIT "B"
Payment Schedule(Fixed Fee Payment)
1. CONSULTANT shall be entitled to quarterly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
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 for each quarterly 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 made 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.
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
BFSG, LLC
FOR
DEFERRED COMPENSATION PLAN INVESTMENT ADVISORY SERVICES
Table of Contents
1 Scope of Services................................................................................................................ 1
2 City Staff Assistance...........................................................................................................2
3 Term;Time of Performance................................................................................................2
4 Compensation......................................................................................................................2
5 Extra Work..........................................................................................................................2
6 Method of Payment.............................................................................................................3
7 Disposition of Plans,Estimates and Other Documents.......................................................3
8 Hold Harmless.....................................................................................................................3
9 Professional Liability Insurance ..............................................................................4
10 Certificate of Insurance.......................................................................................................5
11 Independent Contractor.......................................................................................................6
12 Termination of Agreement..................................................................................................6
13 Assignment and Delegation..................................................................................................6
14 Copyrights/Patents..............................................................................................................7
15 City Employees and Officials..............................................................................................7
16 Notices... .................................................................................................................7
17 Consent................................................................................................................................8
18 Modification........................................................................................................................8
19 Section Headings.................................................................................................................8
20 Interpretation of this Agreement.........................................................................................8
21 Duplicate Original...............................................................................................................9
22 Immigration..........................................................................................................................9
23 Legal Services Subcontracting Prohibited...........................................................................9
24 Attorney's Fees.....................................................................................................................10
25 Survival................................................................................................................................10
26 Governing Law..................................................................................................................... 10
27 Signatories............................................................................................................................ 10
28 Entirety................................................................................................................................. 10
29 Effective Date.................................................................................I I