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HomeMy WebLinkAboutBogdahn Consulting, LLC - Agreement for Services -2006 11 27 AGREEMENT FOR INVESTMENT PERFORMANCE MONITORING AND ADVISORY SERVICES THIS AGREEMENT FOR INVESTMENT PERFORMANCE MONITORING AND ADVISORY SERVICES ("Agreement") is entered into this _ day of November, 2006, by and between BOGDAHN CONSULTING, LLC, a Florida limited liability company ("Contractor"), whose principle mailing address is 340 West Central Avenue, Suite 300, Winter Haven, Florida 33880, and THE CITY OF WINTER SPRINGS, a Florida municipal corporation, ("City"), whose principle mailing address is 1126 East State Road 434, Winter Springs, Florida 32708. WITNESSETH: WHEREAS, Contractor is in the business of providing investment performance monitoring and advisory services; and WHEREAS, City is vested with the authority and responsibility for the investment and administration of the assets of the City of Winter Springs Pension Plan ("the Plan") and; WHEREAS, City desires Contractor to provide investment performance monitoring and advisory services with respect to the Plan; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the parties agree as follows: 1.0 RESPONSIBILITIES OF CONTRACTOR. Contractor shall provide the following services to City: (a) Investment Policy/Guidelines Development, Review and Maintenance (b) Asset Allocation ConsultingIModeling (c) Measurement by Objective/Performance Analysis with Quarterly Written Reports and Quarterly Oral Presentations at a Board Meeting (d) Monitor and Report Quarterly on Investment Manager's Compliance with the Plan Documents and Investment Policy (e) Perform Manager Search if necessary, as may be requested (0 Investment Style and Attribution Analysis (g) Custodial Review and Actuarial Review (h) Overall Cost Study (i) Trade Execution Review (j) Educational Seminars (k) Performance Reconciliation (1) Alternative Investment Seminars (m) Feasibility Analysis/Fee Audits (n) Transactional Costs Analysis AGREEMENT FOR INVESTMENT PERFORMANCE MONITORING AND ADVISORY SERVICES City of Winter Springs / Bogdahn Consulting, LLC Page 1 of 4 2.0 RESPONSIBILITIES OF CITY. 2.1 Provide information and communicate needs and goals. City agrees to provide or cause its accountants, trustees, investment managers and legal advisors to provide information to Contractor regarding income, investment performance, and other pertinent matters relating to the Plan as requested by Contractor from time to time. City, through its authorized representative, also agrees to communicate the Plan's needs and goals to Contractor and to keep Contractor informed of changes in City's situation, needs and goals. Contractor shall not be required to verify any information obtained from City, City's or Plan's accountants, actuaries, trustees, investment managers and legal advisors and is expressly authorized to rely thereon. 2.2 Fees paid to Contractor. In consideration of the services rendered by contractor, the City shall pay an all-inclusive annual fee, billed quarterly in arrears, of $18,000.00. 3.0 TERM; TERMINATION. 3.1 Term. This Agreement shall be for a term of three (3) years, commencing on July 1, 2006 and terminating on June 30, 2009. The parties shall have the option to extend the term of this Agreement for an additional three (3) year term. Such extension shall only be by written amendment to this Agreement. 3.2 Termination. City shall have the right to terminate this Agreement at any time upon written notice to Contractor. Contractor may terminate this Agreement at any time on ninety (90) days written notice to the City and charges, if any, for services completed will be prorated based on the total fees as set forth in Paragraph 2.2. 4.0 CONFIDENTIALITY. All information and advice furnished by either party to the other, including their agents and employees, shall be treated as confidential and not disclosed to third parties except as agreed upon in writing or required by law. Contractor is herein given absolute authority by City to disclose, provide copies of, and communicate information obtained from City or developed by Contractor to City's investment manager and City's attorney. 5.0 BASIS OF ADVICE. City acknowledges that Contractor obtains information from a wide variety of publicly available sources and certain private sources. The advice provided by Contractor to City is based upon its analysis of such information. 6.0 REPRESENTATIONS OF CONTRACTOR. Contractor hereby represents that: 5.1 Contractor is not the City's investment manager nor is Contractor in any way compensated by nor does Contractor have any affiliation with any Plan investment manager; and 5.2 Contractor will make all calculations according to the Bank Administration Institute method of calculating time-weighted rates of return. AGREEMENT FOR INVESTMENT PERFORMANCE MONITORING AND ADVISORY SERVICES City of Winter Springs / Bogdahn Consulting, LLC Page 2 of 4 7.0 MISCELLANEOUS. 7.1 Applicability. This Agreement shall be applicable only to the services individually prepared for City. It shall not relate to any advice given by any person or persons not specifically designated by Contractor in writing to perform such services. 7.2 Contractor as fiduciary. By execution of this agreement, Contractor acknowledges that it is a fiduciary of the Plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA") and Section 112.656, Florida Statues. 7.3 Assignment. Neither party hereto may assign, convey, or otherwise transfer any of its rights, obligations, or interest herein without the prior express written consent of the other party. 7.4 Entire agreement. This Agreement represents the complete and entire agreement of the parties with regard to the subject matter and supersedes any prior understanding or agreement, oral or written. 7.5 Amendment. This Agreement may be amended or revised only by an instrument in writing signed by City and Contractor. 7.6 Governing law; venue. This Agreement shall be constructed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions. Any objections as to jurisdiction or venue in such courts being expressly waived. 7.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original. 7.8 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 7.9 Attorneys' fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 7.10 Contractor's ADV. City acknowledges receipt of Monitor's ADV. 8.0 PUBLIC ENTITY CRIMES BILL. Section 287.133, Florida Statutes, provides that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or AGREEMENT FOR INVESTMENT PERFORMANCE MONITORING AND ADVISORY SERVICES City of Winter Springs / Bogdahn Consulting, LLC Page 3 of 4 perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. The Contractor represents that neither it, nor any of its agents, have been placed on the convicted offenders list at any time. 9.0 SOVEREIGN IMMUNITY. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to anyone person for more than one hundred thousand dollars . ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day first written above. CONTRACTOR: BOGDAHN CONSULTING, LLC, a Florida limited liability company. :~~jf:::4l;:;~ Title: 1>tZ...\rJLl p .A. I CITY: CITY OF WINTER SPRINGS a Florida municipal corporation. By: K~Ct/'7J1~ Ronald McLemore City Manager AGREEMENT FOR INVESTMENT PERFORMANCE MONITORING AND ADVISORY SERVICES City of Winter Springs / Bogdahn Consulting, LLC Page 4 of 4