2200 - Sageview Advisory Group - Retirement Plan Investment Advisory ServicesDocuSign Envelope ID: A7F94787-BOD5-4F17-BD5C-64FA56FBE6A1
PROFESSIONAL SERVICES AGREEMENT
RETIREMENT PLAN INVESTMENT ADVISORY SERVICES
SAGEVIEW ADVISORY GROUP, LLC
7_1A11*'7-11.I111111ST-11111:*
This Agreement is made and entered into this 2nd day of May, 2023 (Effective Date)
by and between the City of Rosemead, a municipal organization organized under the laws
of the State of California with its principal place of business at 8838 E. Valley Blvd.,
Rosemead, California 91770 ("City') and SAGEVIEW ADVISORY GROUP, LLC with its
principal place of business at 4000 MacArthur Blvd., Suite 1050, Newport Beach, CA
92660 ("Consultant'). City and Consultant are sometimes individually referred to herein
as `Party" and collectively as 'Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Retirement Plan
Investment Advisory Services to public clients, is licenced in the State of California and
is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render Retirement Plan Investment Advisory
Services ("Services') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the Retirement Plan Investment
Advisory services necessary for the City, herein referred to a "Services". The Services
are more particularly described in Exhibit "A" attached hereto and incorporated herein by
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reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be for a one (1) year time
period from Effective date, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of the Agreement, and shall meet any other
established shcedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely manner. Upon request of City,
Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Consultant cannot agree as to the substitution of key personnel, City shall
be entitled to terminate this Agreement for cause. As discussed below, any personnel
who fail or refuse to perform the Services in a manner acceptable to the City, or who are
determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project or a threat to the safety of persons or property, shall be
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promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the City
Manager, or his or her designee, to act as its representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act
on behalf of the City for all purposes under this Agreement. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his/her best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff, consultants
and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Consultant warrants that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged
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failure to comply with such laws, rules or regulations.
3.2.10 Insurance: Consultant shall maintain prior to the beginning
of and for the duration of this Agreement insurance coverage as specified in Exhibit B
attached to and part of this agreement.
3.2.11 Safety: Contractor shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and life saving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed twelve thousand dollars ($12,000). Extra Work may be authorized in writing, as
described below, and will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within 45 days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.3.4 Extra Work: At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages: Consultant is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code
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of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on "public
works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the
total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates
of per diem wages in effect at the commencement of this Agreement. Consultant shall
make copies of the prevailing rates of per diem wages for each craft; classification or type
of worker needed to execute the Services available to interested parties upon request,
and shall post copies at the Consultant's principal place of business and at the project
site. Consultant shall defend, indemnify and hold the City, its elected officials, officers,
employees and agents free and harmless from any claim or liability arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
Upon termination, Consultant shall be compensated only for those services which have
been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in connection
with the performance of Services under this Agreement. Consultant shall be required to
provide such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
SageView Advisory Group,
4000 MacArthur Blvd.. Suite
CITY:
Attn: Javier Obando
Tel: (800) 814-8742
City of Rosemead
8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
LLC
1050, Newport Beach, CA 92660
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property:
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant
or provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
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City, be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use City's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and all costs of such action.
3.5.6 Indemnification: To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse City and its
directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials officers, employees,
agents or volunteers.
3.5.7 Entire Agreement: This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law: This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
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3.5.9 Time of Essence: Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants: City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions: Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification: No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries: There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests: Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
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warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its employees
or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer
as required under state law in the performance of the Services. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For
the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment: Consultant represents that it is an._
equal opportunity employer and it shall not discriminate against any -subcontractor,
employee or applicant for employment because of race, religion, color, national -origin;
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, -recruitment
or recruitment advertising, layoff or termination. Consultant shall also comply with all
relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement: Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
[Signatures on next page]
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CITY OF ROSEMEAD
By: Z
(:Z—
City Ma ger at
CtiyClerk '.. Date
Approved as to Form:
CONTRACTOR
o«uagn•a Ey:
By:
�May 4, 2023
Date
Name: JOn Upham
Title: Principal
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
By:
5 Name:
Date
City Attorney
Title:
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EXHIBIT A
PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME
1. SERVICES & COMPENSATION
• SERVICES
Client authorizes and engages SageView to render the Plan the Non -Discretionary and/or
Discretionary Fiduciary Services described on Schedule A (collectively, "Fiduciary Services")
and/or Non -Fiduciary Services (described on Schedule B the "Non -Fiduciary Services," and
referred to collectively with the Fiduciary Services as the "Services").
(a) In providing Services, Client acknowledges that SageView has no responsibility to provide
any Services hereunder with respect to the following types of assets: employer securities, real estate
(but excluding real estate funds and publicly traded REITS), participant loans, non -publicly traded
securities or assets (other than Collective Investment Funds or non -publicly traded securities or assets
recommended by SageView), other illiquid investments, or brokerage window programs (collectively,
"Excluded Assets"). Non -Excluded Assets are "Included Assets".
Client further acknowledges that SageView shall have no authority or responsibility to provide
Services with respect to voting proxies for securities held by the Plan or take other action
related to the exercise of shareholder rights regarding such securities.
(b) In performing the Non -Discretionary Fiduciary Services under this Agreement, SageView
has agreed to act as a fiduciary and non -discretionary investment adviser of the Plan as provided for
in Section 3(21)(A)(ii) of ERISA, and as a registered investment adviser under the Investment Advisers
Act of 1940, as amended ("Act"). If Client has engaged SageView to perform the Discretionary
Fiduciary Services under this Agreement as shown on Schedule A, SageView has agreed to act as a
fiduciary and discretionary investment manager of the Plan as provided for in Sections 3(21)(A)(i) and
3(38) of ERISA, and as a registered investment adviser under the Act. In performing any of the
Fiduciary Services, SageView does not act as, nor has SageView agreed to assume the duties of, a
trustee of the Plan or as Plan Administrator (as such term is defined under ERISA), and SageView's
discretion, if any, is limited to the functions set forth on Schedule A with respect to investments but no
discretion to interpret the Plan documents, to determine eligibility or participation under the Plan, or
to take any other action with respect to the management, administration or any other aspect of the
Plan. In performing the Non -Fiduciary Services under this Agreement, SageView will not act as a
fiduciary. Further, SageView does not serve as a custodian for the Plan and does not take custody of
Plan assets.
SageView will perform the Fiduciary Services described in Schedule A to the Plan in accordance with
the standard of care of the prudent man rule set forth in ERISA Section 404(a)(1)(B), provided,
however, that nothing in this Agreement shall be deemed to limit any responsibility that SageView may
have to Client to the extent such limitation would be inconsistent with applicable laws, including
securities laws.
(c) SageView shall not, and cannot, provide legal or tax advice to Client or the Plan. Client
agrees to seek the advice of its legal counsel as to matters that might arise relating to the operations
and administration of the Plan.
(d) Client acknowledges that SageView is entitled to rely upon all information necessary for it
to carry out its duties hereunder that is provided by Client, Client's representatives or Client's other
service providers without independent verification by SageView. Client represents that all such
A-1
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information provided to SageView is and shall be true, correct and complete in all material respects.
Client agrees to promptly notify SageView in writing of any material change in the information provided
to SageView and to promptly provide any such additional information as may be reasonably requested
by SageView.
• DISCRETIONARY AUTHORITY
If SageView is acting to provide Discretionary Fiduciary Services, the following shall apply to the
discretionary power and authority granted to SageView:
(a) SageView shall have full power and authority to select, monitor, remove and replace the
investment options offered under the Plan, consistent with the objectives, written guidelines and/or
investment objectives set forth in the written investment policy statement ("IPS") accepted and
adopted by Client.
(b) SageView is not responsible for placing trades or entering orders for securities transactions
with respect to Plan assets or for the execution of any such orders. The placing and execution of trades
in Plan assets will be the responsibility of the Plan recordkeeper or custodian. SageView may direct
the custodian or recordkeeper, as the case may be, to replace an investment option offered under the
Plan.
• FEES AND EXPENSES
(a) Client authorizes SageView to charge the fees associated with the selected Services
described in Schedules A and B as either (i) a percentage of assets or (ii) an annual flat fee,
as mutually agreed (the "Fees"). The Plan will be obligated to pay SageView's Fees unless the
Client determines to pay the Fees directly.
Fees paid as a percentage of assets are based on the fair market value of the Included Assets
on the last trading day of the quarter to be billed as reported by the Plan custodian, and will
be paid quarterly in arrears. Fees paid as an annual flat fee shall be paid quarterly in arrears.
Fees may be paid (i) by Client directly, or (ii) paid out of Plan assets pursuant to Client's written
instructions to the Plan recordkeeper or custodian to calculate and remit fees directly to
SageView. All Fees shall be prorated for partial quarters or applicable fee calculation periods.
(b) Client acknowledges that certain mutual funds, investment funds, other investment
companies or their distributors which offer investment alternatives under the Plan may from time to
time pay fees such as 12b-1 fees, sub -transfer agency fees and/or similar fees to service providers to
the Plan. SageView charges and receives only the fees as set forth in this Agreement and does not
receive any additional direct or indirect fees or compensation from any mutual fund, investment
company, investment fund, fund distributor, or other third party in connection with the performance of
the Services. If SageView receives any other compensation for Services, SageView will disclose the
amount of such compensation, the services provided for such compensation and the payer of such
compensation to Client in accordance with Section 5 and will offset that compensation against its
stated fees.
(c) Client agrees to reimburse SageView for all reasonable out of pocket expenses
incurred by it in connection with the Services provided hereunder. All expenses must be
approved in advance by Client, including legal and travel costs.
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SCHEDULE A
FIDUCIARY SERVICES
SageView shall perform the following core Non -Discretionary Fiduciary Services for the Plan
NON -DISCRETIONARY FIDUCIARY SERVICES
Non -Discretionary Investment Advice Services
SageView will provide investment selection, analysis and oversight and make recommendations to
Client to select, monitor, remove and replace investment options to be offered to the participants in
the Plan. In performing this service, SageView will not exercise discretionary authority to change the
investment options within the platform selected by Client and the Investment Policy Statement (IPS)
adopted by the Client. All recommendations must be accepted and implemented by and at the sole
discretion of Client.
SageView will also provide a comprehensive semi-annual investment analysis review of all plan
investment options, including:
o Market overview addressing the major markets, indices, sectors and the economic
statistics that are affecting them.
o An in-depth portfolio summary, including fund and benchmark returns, style analysis
and overall portfolio return.
o Analyzing the plan asset allocation by fund and underlying sectors. The fund lineup will
also be analyzed to determine the amount of investment overlap that is occurring.
o A detailed examination of each investment option within the plan, including
performance numbers versus the category and index, manager style drift, risk/return,
standard deviation, Sharpe ratio, upside and downside capture, expense ratio and fund
allocation.
Fee: Included in fee
Investment Policy Services (IPS):
SageView will gather information regarding the Plan's investment policies and objectives and provide
Client with information to be used in developing a written IPS. Alternatively, if the Plan has an
existing IPS, SageView will review the existing IPS and assist Client in determining whether the Plan
is performing consistent with the IPS and/or whether the IPS needs to be revised, based on an
analysis of the Plan's asset class and risk tolerance guidelines, liquidity requirements, and
performance goals. The IPS shall be based on generally accepted investment theories and prevailing
industry practices. Client must consider the demographics and needs of its workforce when
considering the objectives of the IPS. Client retains sole discretion to accept and adopt the IPS.
Fee: Include in fee
SCHEDULE B
NON -FIDUCIARY SERVICES
In performing the following additional Non -Fiduciary Services, SageView will not be acting as a
fiduciary under ERISA or the Investment Advisers Act of 1940 and will not be held to a fiduciary
standard of care.
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Strategic Planning:
SageView will conduct strategic planning sessions to assist Client in reviewing current performance
and plan structure (periodic reports), and assist Client in establishing future objectives and
strategies for the Plan, but SageView shall not be responsible for whether the plan complies with
legal requirements in form or operation. SageView will also identify and assist with vendors and
service providers and keep Client informed of all developments in this regard. Client hereby
authorizes SageView to assist Client in discussions and transactions with Plan service providers.
Fee: Include in fee
Participant Education and Communication:
SageView will conduct initial and/or periodic enrollment and informational meetings with Plan
participants (2 days per year, up to 4 meetings per day). At these meetings, SageView will provide
Plan participants with plan -related "investment education" (as that term is defined by the
Department of Labor (`DOL") regulations and/or guidance (e.g., DOL Interpretive Bulletin 1996-1).
SageView may provide Plan participants with information about the Plan, general financial and
investment information and information and materials relating to asset allocation models available
through the Plan. SageView may also provide Plan participants with interactive investment materials
to assist Plan participants in assessing their future retirement income needs and the impact of
different asset allocations on retirement income. A Plan participant joining or terminating
employment may be contacted by SageView to answer questions and review their options relating to
the participant's transition into or out of the Plan. SageView may use data provided by the
recordkeeper or from publicly available sources to assist in consulting the transitioning participant.
Under this service SageView does not render individualized investment advice to Plan participants
and will not be held to an ERISA fiduciary standard for services rendered hereunder.
Fee: Fee, other than reimbursements for travel and expenses, as pre -approved by Client
Plan Provider -Administrator Bench marking/Review:
SageView will assist Client in designing and conducting a provider -administrator analysis (Request
for Proposal—RFP) and manage implementation or conversion of a new service provider. SageView
will not render individualized investment advice to the Plan for services rendered hereunder and,
thus, will not be held to an ERISA fiduciary standard with respect to such services.
Fee. $2,500 (only if plan request RFP)
Plan Fee Benchmarking/Review:
SageView will conduct a periodic annual review of plan fees and costs charged to the Plan by all
service providers to assist Client in discharging its duty to monitoring the reasonableness of fees and
costs paid by the Plan. SageView will not render individualized investment advice to the Plan for
services rendered hereunder and, thus, will not be held to an ERISA fiduciary standard with respect
to such services.
Fee: Include in fee
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EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Contractor will maintain
insurance in conformance with the requirements set forth below. Contractor will use existing
coverage to comply with these requirements. If that existing coverage does not meet the
requirements set forth here, Contractor agrees to amend, supplement or endorse the existing
coverage to do so. Contractor acknowledges that the insurance coverage and policy limits setforth
in this section constitute the minimum amount of coverage required. Any insurance proceeds
available to City in excess of the limits and coverage required in this agreement and which is
applicable to a given loss, will be available to City.
Contractor shall provide the following types and amounts of insurance:
Commercial General Liability Insurance: Contractor shall maintain commercial general liability
insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an
amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy must include contractual liability that has not
been amended. Any endorsement restricting standard ISO "insured contract" language will not be
accepted.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any
Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that
$1,000,000 combined single limit per accident. If Contractor owns no vehicles, this requirement
may be satisfied by a non -owned auto endorsement to the general liability policy described above.
If Contractor or Contractor employees will use personal autos in any way on this project,
Contractor shall provide evidence of personal auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as required
by law with employer's liability limits no less than $1,000,000 per accident or disease.
Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation
endorsement in favor of Agency, its officers, agents, employees and volunteers.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall
provide coverage at least as broad as specified for the underlying coverages. Contractor shall
obtain and maintain an umbrella or excess liability insurance policy with limits that will provide
bodily injury, personal injury and property damage liability coverage at least as broad as the
primary coverages set forth above, including commercial general liability, automobile liability,
and employer's liability. Such policy or policies shall include the following terms and conditions:
• A drop down feature requiring the policy to respond if any primary insurance that would
otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies; and
• Policies shall "follow form" to the underlying primary policies.
• Insureds under primary policies shall also be insureds under the umbrella or excess
policies.
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Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy
form coverage specifically designed to protect against acts, errors or omissions of the Contractor
and "Covered Professional Services" as designated in the policy must specifically include work
performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and
in the aggregate. The policy must "pay on behalf of the insured and must include a provision
establishing the insurer's duty to defend. The policy retroactive date shall be on or before the
effective date of this agreement.
Requirements not limiting: Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance. Specific reference to a given coverage feature
is for purposes of clarification only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the Agency requires and shall
be entitled to coverage forthe higher limits maintained by the Consultant. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available
to the Agency.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum
financial size VII
General conditions pertaining to provision of insurance coverage by Contractor. Contractor and
City agree to the following with respect to insurance provided by Contractor:
1. Contractor agrees to have its insurer endorse the third -party general liability coverage
required herein to include as additional insureds City, its officials, employees and agents,
using standard ISO endorsement No. CG 2010. Contractor also agrees to require all
contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit
Contractor, or Contractor's employees, or agents, from waiving the right of subrogation
prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and subcontractors
to do likewise.
3. All insurance coverage and limits provided by Contractor and available or applicable to
this agreement are intended to apply to the full extent of the policies. Nothing contained in
this Agreement or any other agreement relating to the City or its operations limits the
application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these requirements if
they include any limiting endorsement of any kind that has not been first submitted to City
and approved of in writing.
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5. No liability policy shall contain any provision or definition that would serve to eliminate
so-called "third party action over" claims, including any exclusion for bodily injury to an
employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Contractor shall not make any reductions in
scope of coverage (e.g. elimination of contractual liability or reduction of discovery period)
that may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates of
insurance evidencing all of the coverages required and an additional insured endorsement
to Contractor 's general liability policy, shall be delivered to City at or prior to the
execution of this Agreement. In the event such proof of any insurance is not delivered as
required, or in the event such insurance is canceled at any time and no replacement
coverage is provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to pay the premium.
Any premium so paid by City shall be charged to and promptly paid by Contractor or
deducted from sums due Contractor, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any
cancellation of coverage. Contractor agrees to require its insurer to modify such certificates
to delete any exculpatory wording stating that failure of the insurer to mail written notice
of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to
being required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance coverage required to
be provided by Contractor or any subcontractor, is intended to apply first and on a primary,
noncontributing basis in relation to any other insurance or self-insurance available to City.
10. Contractor agrees to ensure that subcontractors, and any other party involved with the
project who is brought onto or involved in the project by Contractor, provide the same
minimum insurance coverage required of Contractor. Contractor agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such coverage is
provided in conformity with the requirements of this section. Contractor agrees that upon
request, all agreements with subcontractors and others engaged in the project will be
submitted to City for review.
11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on
any portion of the insurance required herein and further agrees that it will not allow any
contractor, subcontractor, Architect, Engineer or other entity or person in any way involved
in the performance of work on the project contemplated by this agreement to self -insure its
obligations to City. If Contractor's existing coverage includes a deductible or self-insured
retention, the deductible or self-insured retention must be declared to the City. At that time
the City shall review options with the Contractor, which may include reduction or
elimination of the deductible or self-insured retention, substitution of other coverage, or
other solutions.
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12. The City reserves the right at any time during the term of the contract to change the amounts
and types of insurance required by giving the Contractor ninety (90) days advance written
notice of such change. If such change results in substantial additional cost to the Contractor,
the City will negotiate additional compensation proportional to the increased benefit to
City.
13. For purposes of applying insurance coverage only, this Agreement will be deemed to have
been executed immediately upon any party hereto taking any steps that can be deemed to
be in furtherance of or towards performance of this Agreement.
14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City
to inform Contractor of non-compliance with any insurance requirement in no way imposes
any additional obligations on City nor does it waive any rights hereunder in this or any
other regard.
15. Contractor will renew the required coverage annually as long as City, or its employees or
agents face an exposure from operations of any type pursuant to this agreement. This
obligation applies whether or not the agreement is canceled or terminated for any reason.
Termination of this obligation is not effective until City executes a written statement to that
effect.
16. Contractor shall provide proof that policies of insurance required herein expiring during
the term of this Agreement have been renewed or replaced with other policies providing at
least the same coverage. Proof that such coverage has been ordered shall be submitted prior
to expiration. A coverage binder or letter from Contractor's insurance agent to this effect
is acceptable. A certificate of insurance and/or additional insured endorsement as required
in these specifications applicable to the renewing or new coverage must be provided to
City within five days of the expiration of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the obligations
of Contractor under this agreement. Contractor expressly agrees not to use any statutory
immunity defenses under such laws with respect to City, its employees, officials and
agents.
18. Requirements of specific coverage features or limits contained in this section are not
intended as limitations on coverage, limits or other requirements nor as a waiver of any
coverage normally provided by any given policy. Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue and is not intended
by any party or insured to be limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct from any other
provision in this agreement and are intended by the parties here to be interpreted as such.
20. The requirements in this Section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts with or impairs the
provisions of this Section.
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21. Contractor agrees to be responsible for ensuring that no contract used by any party involved
in any way with the project reserves the right to charge City or Contractor for the cost of
additional insurance coverage required by this agreement. Any such provisions are to be
deleted with reference to City. It is not the intent of City to reimburse any third party for
the cost of complying with these requirements. There shall be no recourse against City for
payment of premiums or other amounts with respect thereto.
Contractor agrees to provide immediate notice to City of any claim or loss against Contractor
arising out of the work performed under this agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
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