Loading...
HomeMy WebLinkAboutINNOVEST PORTFOLIO SOLUTIONS LLC - CONTRACT - SOLE SOURCE - INNOVEST PORTFOLIO SOLUTIONS LLCConsulting Agreement SS 2017 – Investment Advisor Page 1 of 7 CONSULTING AGREEMENT This Agreement is between City of Fort Collins (hereinafter called "Client") and Innovest Portfolio Solutions LLC a registered investment adviser under the Investment Advisers Act of 1940 ("Consultant"). Whereas, Client desires Innovest to provide consulting services for Client’s sponsored retirement plans, and Innovest agrees to perform such services as hereinafter provided upon the following terms and conditions, and set forth in Exhibit A. A complete list of Client’s sponsored retirement plans is set forth in Exhibit B. Now, therefore, Client and Innovest agree as follows: Services and Responsibilities of Innovest 1. Consulting Services: Innovest will provide to Client the services set forth in Exhibit A in connection with the Client's sponsored retirement plans described in Exhibit B (hereinafter called the "Plans"), subject to the objectives and conditions as set forth in Client's written Investment Policy Statement (hereinafter called the "IPS"). If Client does not have an IPS, Innovest will assist Client in creating and adopting one. Investment products consistent with the objectives of the IPS will be available to the participants through the Plan. 2. Fiduciary Duty: In conjunction with Client, Innovest will act as a co-fiduciary, sharing responsibility for managing the Plans’ investments and investment options for participants in compliance with applicable law and City policies. As part of this duty, Innovest will give continuous, comprehensive advice to Client and will evaluate appropriate investment options using a due diligence process. Innovest will properly monitor the investment process by periodically reviewing reports that compare the Plans’ investments performance against the appropriate indices and determining that the IPS objectives are being met. Qualitative data will also be monitored, such as changes in the organizational structure of investment managers used in the portfolio and how these changes may impact future performance. In addition to performance reviews, the fiduciaries will ensure that fees paid for investment management are fair and reasonable. 3. Custody/Recordkeeping: If necessary, and at the reasonable request of Client, Innovest will assist Client in the establishment of a separate custody account with respect to the Plans’ assets with a custodian. The Custodian/record keeper will credit the Plans’ accounts with earnings on investments and revenue sharing proceeds, and charge and deduct from the account any custodial/recordkeeping and advisory fees from the plan, when due. 4. Reporting: Client will be provided quarterly performance evaluations, in accordance with standards set forth in the IPS, and an annual review of Client's overall investment policy. 5. Fees: a. As compensation for its consulting services hereunder, Innovest will be paid fees by Client in the amount and on the terms and conditions specified in Exhibit A. Fees payable upon establishment or termination of the Agreement will be prorated for the portion of the calendar quarter during which the Agreement is in place. DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE Consulting Agreement SS 2017 – Investment Advisor Page 2 of 7 b. Innovest's fee does not include fees for Custodian/Recordkeeper or participant education. In addition, costs or charges associated with certain securities transactions including short term redemption fees, participant transaction fees, and account liquidation or termination costs are separately charged to the Participants. 6. Other: Client understands that Innovest and parties having contractual relationships with Innovest may provide similar services for other Clients. Client acknowledges that such services for other Clients may differ from the services provided hereunder, or in the timing or nature of action taken with respect to Client. Responsibilities of Client 7. Information: a. Client agrees to provide Innovest with information regarding general participant demographics and sophistication level and other pertinent matters as requested by Innovest from time to time. Client also agrees to keep Innovest informed of material changes in circumstances, needs, objectives and any other information regarding Client previously provided to Consultant, which might affect the services to be provided hereunder. b. Client acknowledges that Innovest cannot properly perform its services on behalf of Client unless Client provides such information to Innovest and that Innovest's analysis and recommendations are based on the information provided by Client. Client agrees to permit Innovest to consult with and obtain information, upon which Innovest may rely, about the Plans from Client's custodian/record keeper. If Innovest believes any such information is inaccurate or unreliable, Innovest will consult with Client immediately regarding such information. 8. Reliance: Client acknowledges that it has sole authority with regard to the implementation, acceptance, or rejection of any counseling or advice from Innovest. Innovest does not have authority to act on behalf of Client. 9. Designated Representative: Client may designate in writing one or more representatives (the "Representatives") to act on its behalf with respect to particular elements of Innovest's services offered hereunder. Innovest shall be deemed to have satisfied its obligations hereunder to the extent that Innovest provides such elements of the services directly to the designated Representative(s). Client shall notify Innovest promptly in writing of: (1) termination of a Representative; (2) designation of a new Representative; and (3) any change in any capacity in which Client has specified that a Representative is authorized to act on Client's behalf. Innovest is authorized to continue to work with and provide information to a Representative until notified otherwise by Client in writing. Confidentiality 10. All information and advice furnished by either party to the other, including their respective representatives, agents and employees, shall be treated as confidential, shall not be used for any DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE Consulting Agreement SS 2017 – Investment Advisor Page 3 of 7 purpose other than as contemplated by this Agreement and shall not be disclosed to any third party except as agreed upon in writing or as required by law, including but not limited to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. Innovest may disclose to others that Client is a Client for the purpose of generating a representative Client list. Limitation of Liability 11. Client acknowledges that the services rendered under this Agreement are advisory in nature. Innovest shall indemnify, save and hold harmless Client, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City, and for the City’s costs and reasonable attorneys’ fees, arising directly or indirectly out of Innovest’s negligent performance of any services under this Agreement and for the performance of any services not inaccordance with applicable federal and state securities laws, rules and regulations. Client understands that nothing in this section is intended to be a waiver of any right of action Client may have under applicable securities laws or of Client's rights in the event Innovest breaches any fiduciary duty owed to Client. Term and Termination 12. This Agreement shall be effective as of the date of the last signature hereto and shall continue in full force and effect for one (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one (1) year periods not to exceed four (4) additional one year periods. 13. Initially, Client may terminate this Agreement by written notice to Innovest within five (5) business days from the execution of this Agreement and all fees paid by Client shall be refunded. Thereafter, this Agreement may be terminated by either party upon thirty (30) days' written notice to the other. Termination will not affect the liabilities or obligations of the parties under this Agreement arising from transactions initiated prior to such termination. Upon termination of this Agreement, Innovest will not be under any obligation to recommend any action with regard to the securities or other investments in the Account. Miscellaneous 14. Amendments: This Agreement may be amended or revised only in writing and when signed by Client and Innovest. 15. Personal Services/Assignment: It is understood that the City entered into this Agreement based on the special abilities of Innovest and that this Agreement shall be considered as an agreement for personal services. This Agreement may not be assigned nor transferred in any manner by either party without the prior written consent of the other party. 16. Default: Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE Consulting Agreement SS 2017 – Investment Advisor Page 4 of 7 17. Remedies: In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 18. Validity: The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the state of Colorado. 19. Severability. If any provision of this Agreement shall be held invalid by a statute, rule, regulation, decision or a tribunal or otherwise, the remainder of this Agreement shall not be affected, and, to such extent, the invalid provisions of this Agreement will be severable. 20. Independent Contractor: The services to be rendered under this Agreement by Innovest are those of an independent contractor and not of an employee of the City. The City shall not be responsible for withholding any portion of Innovest’s compensation hereunder for the payment of FICA, Workers’ Compensation, other taxes or benefits or for any other purpose. 21. Subcontractors: Innovest shall not subcontract any work performed hereunder without the prior written consent of the City. 22. Prohibition Against Employing Illegal Aliens. Innovest represents and agrees that at the time of its execution of this Agreement, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that it will not knowingly enter into a contract with a subcontractor that knowingly employs an illegal alien to perform work under this Agreement.Innovest further agrees that the Client can immediately terminate this Agreement if any time it has reason to believe that Innovest or one of its subcontractors performing work under this Agreement is knowingly employing or contracting with an illegal alien. 23. Insurance: During the term of this Agreement, Innovest shall maintain the following minimum insurance. a. Workers' Compensation & Employer's Liability. 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE Consulting Agreement SS 2017 – Investment Advisor Page 5 of 7 b. Commercial General & Vehicle Liability: $1,000,000 combined single limits for bodily injury and property damage. The City, its officers, agents and employees shall be named as additional insured on Innovest’s general liability and automobile liability insurance policies. c. Fiduciary Liability Insurance: $1,000,000 Required Disclosure 24. Consultant is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. Client acknowledges having received a current copy of Consultant’s SEC Form ADV, Part II. Entire Agreement 25. This Agreement constitutes the entire agreement between the parties and can be amended only by a written document signed by both parties. This Agreement shall be binding upon said parties, their officers, employees, agents, and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of the parties. Effective Date The effective date of this Agreement is _____________. CONSULTANT CLIENT Innovest Portfolio Solutions LLC City of Fort Collins 4643 South Ulster Street, Suite 1040 215 Mason Street Denver, CO 80237 Fort Collins, CO 80524 ____________________________________ __________________________________ Signature - Consultant Signature – Client ____________________________________ __________________________________ Print Name Print Name Date __________________________ Date __________________________ DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE Jared Martin 10/4/2017 Gerry Paul 10/20/2017 10/20/2017 Consulting Agreement SS 2017 – Investment Advisor Page 6 of 7 City of Fort Collins EXHIBIT A Scope of Work and Fees Consulting Fees On-going Retainer Consulting…………………………………..…………..$49,500* Plan Participant Education (as needed) * Plus annual CPI increases to be mutually agreed upon in conjunction with the annual renewal of the Agreement. Fee is billed quarterly in advance. Retainer consulting services include:  Plan Governance • Assist the Client in adhering to effective plan governance complying with the various regulations and responsibilities that dictate your plans’ ongoing operation as well as fiduciary behavior.  Selection and Monitoring of Investment Products • Creation of Investment menu • Perform manager searches on an as-needed basis • Monitoring of the Client’s investment products on an ongoing basis.  Quarterly Meetings • Meet with the Client’s committee quarterly and provide the Client quarterly performance reports which are tailored to include detailed analysis on each investment product as well as for the total portfolio.  Monitoring Plan Fees and Expenses • Provide a quarterly plan fee review to help the Client better understand their fees and determine the fairness of them. As vendor searches are completed for other Clients, fees are reviewed to see if still consistent with the market. • Provide fees for both recordkeeping services and investments against median.  Portfolio Services • As the coordinator of our investment program, act as the single contact in the day to day operation of plan investments. Issues between recordkeeping, money management, accountants, auditors, and any other pertinent vendors will be coordinated.  Education Services • Trustee Education: Innovest will conduct formal fiduciary education workshops on a variety of investment and fiduciary related topics. DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE Consulting Agreement SS 2017 – Investment Advisor Page 7 of 7 • Participant Education Coordination. Innovest will assist the committee and the vendor in developing an education strategy that will meet their unique needs and review the results of this strategy on a quarterly basis.  Custom RFP Services and Vendor Conversion Assistance On an as needed basis, assist Client with oversight from Client’s Director of Purchasing with the design and creation of a retirement vendor Request for Proposal (RFP). Specific services / high level activities that may be performed by Consultant shall include but are not limited to: • Meet with Client working team members to discuss criteria, questions on proposal, and recipient vendors • Design RFP and SOW; both shall have final approval of the Client prior to distribution • Mail the RFP's to vendors selected by the Client • Receive and collect RFP's from vendors; field vendor questions • Summarize vendor proposals and create a summary grid for "apples to apples" comparison • Present results to the Client and assist with paring the vendor list for finalist interviews • Schedule finalist interviews in conjunction with the Client • Attend finalist interviews • Assist Client with negotiating the fee structure and services • Contract Negotiation • Participant Education Coordination • Investment Policy Statement Development • Strategic Planning with the Client to design option lineup • Mapping Strategy Development • Conversion Coordination DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/4/2017 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 AFFORED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE INSSUING 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 no confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hackett Insurance Agency 8080 Ralston Road Arvada, CO 80002 (303)420-8061 CONTACT NAME: PHONE (A/C, No): FAX (A/C, No): E-MAIL ADDRESS: PRODUCER CUSTOMER ID# INSURERS AFFORDING COVERAGE NAIC # INSURED Innovest Portfolio Solutions, LLC 4643 S Ulster Street #1040 Denver, CO 80237 INSURER A: Hartford Insurance Co INSURER B INSURER C: INSURER D: INSURER E: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. SUBR WVD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS A X GENERAL LIABILITY COMMERICAL GENERAL LIABILITY CLAIMS MADE OCCUR GEN’L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC 34SBAIH9052 1-15-17 1-15-18 EACH OCCURENCE $2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $4,000,000 A X AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contact between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE HIRED AUTOS NON-OWNED AUTOS 34SBAIH9052 1-15-17 1-15-18 COMBINED SINGLE LIMIT (Each Occurrence) $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X EXCESS/UMBRELLA LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION 34SBAIH9052 1-15-17 1-15-18 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 $ $ $ WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/EXECU-TIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below Y/N WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A OTHER Contents 34SBAIH9052 1-15-17 1-15-18 $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES ( attach ACORD, 101, Additional Remarks Schedule, if more space is required) Certificate Holder is Additional Insured with respect to General Liability and Automobile Liability CERTIFICATE HOLDER CANCELLATION City of Fort Collins Purchasing PO Box 580 Fort Collins, CO 80522 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 ACORD 25 (2009/09) © ACORD CORPORATION 1988 INSR LTR ADD’L INSRD DocuSign Envelope ID: C70D99C8-A696-4CCC-97AE-BAF1BDB9EECE