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HomeMy WebLinkAbout14-0601 Marquette Assooc. COVERSHEET Agreement/Document Attached Document Name in Laserfiche: 14-0601 Marquette Assoc. INVESTMENT CONSULTING AGREEMENT This Agreement is made and entered into as of June 1, 2014 by and between Marquette Associates, Inc., an Illinois corporation("Marquette"), and the City of Elgin Retiree Health Insurance Trust("Client"). I. ENGAGEMENT OF MARQUETTE. Client hereby agrees to retain Marquette to perform the "Services" set forth in Section II of this Agreement and Marquette agrees to perform such Services. The Services of Marquette to Client are not exclusive and Marquette shall be free to render similar services to others so long as such other services do not impair its ability to perform hereunder. Marquette shall be free to retain such employees as it may determine and assign to them such responsibilities, including responsibilities relating to the performance hereunder, as it may determine. It is understood and agreed that the relationship between the parties hereto shall be that of independent contractors and nothing herein shall be construed to constitute or appoint Marquette or its officers and employees as an agent of Client. II. SERVICES. The Services to be performed by Marquette for the Client shall include the following: 1. Systems Review. Marquette will conduct an initial, comprehensive review of the current investment program. Our review will include the following: (a) an assessment of the program's current design; (b) a review of the current portfolio structure; (c) an evaluation of the current investment manager lineup; and a written report containing our observations and recommendations for the program where appropriate. 2. Development of Investment Policy and Guidelines. Marquette will meet with the representatives of Client to develop written investment policies and guidelines that will govern future management of the client's assets. In formulating such policies and guidelines, Marquette will consider the following: (a) current financial condition of Client and its future plans; (b) the plan's liabilities, liquidity and distribution needs; (c) level and nature of contributions, if any; (d) desired investment policy and risk profile; (e) the risk tolerances and preferences of the trustees; and (f) quantitative asset allocation analysis and portfolio optimization techniques. 3. Selection of Investment Manager(s). Marquette will assist the Client in selecting an investment manager(s) if and when needed. Marquette's assistance will consist of: (a) analyzing investment manager(s) recommended by the Client and performing complete due diligence on each such investment manager(s); (b) recommending new investment manager(s) to the Client, as necessary; (c) discussing and reviewing with the Client the qualifications of potential investment managers; (d) interviewing potential investment manager(s) and reviewing with the Client the results of such interview(s); and (e) organizing final presentations by the investment manager(s) and assisting the Client in the final selection of an investment manager(s). 4. Performance Evaluation. On a calendar-quarter basis, Marquette will calculate the rates of return for each component of the Client's investment program. Marquette will prepare quarterly written reports that will include: (a) an analysis and summary of the most recent events in the financial markets; (b) an analysis of the allocation of Client's investments across asset classes and/or managers and changes in that allocation; and (c) a review of the investment results of all managers, funds and asset classes in the context of their objectives and benchmarks, along with specific commentary on factors affecting performance. 5. Meetings. Marquette shall meet with Client at minimum on a quarterly basis (provided that Client is available) to discuss the investment program. 6. General Consultation. Marquette will accommodate all reasonable requests for information and/or analysis of a general nature. III. INFORMATION AND STATEMENTS. Client shall provide or cause to be provided to Marquette information, including periodic financial statements and periodic written statements of assets and transactions, as Marquette may reasonably request from time to time in the performance of its Services, and Marquette may rely on such reports without further inquiry or review. Marquette agrees that it and its officers and employees will treat as confidential any information received from Client except as may be required to be disclosed (i) in connection with performing its Services to be rendered hereunder or (ii) by law or legal process. It is understood and agreed that Marquette, in the preparation of its reports, does not assume responsibility for the accuracy of any information furnished by Client, the selected investment advisor(s) or any other person, firm or corporation. IV. TERM AND TERMINATION. The term of this agreement shall commence on June 1, 2014 and shall continue in effect until terminated by either party. This agreement may be terminated (i) upon 30-days written notice by either party to the other party, (ii) upon written notice by 2 either party in the event of its inability to perform its obligations (other than payment of the compensation due as provided in Article V below) notwithstanding its best efforts, caused by actions or requirements making performance impossible or unfeasible, where the actions or requirements are from non-affiliated entities not a party to this agreement, (iii) upon written notice by either party at any time if the other party fails to materially perform its obligations hereunder. Upon termination, Marquette shall refund any prepaid fees to Client on a pro-rata basis, and Marquette may deduct from that sum before payment any amounts that Client owes to Marquette. V. COMPENSATION TO MARQUETTE. 1. Consulting Fee. For so long as it provides ongoing services rendered under this agreement as described in Article II, Client shall pay Marquette a fee. The fee may be adjusted by Marquette upon expiration of this contract and approved by Client. The current fee is set forth on the schedule of fees attached hereto and made a part hereof as Exhibit A. Marquette may amend and restate Exhibit A on an as-needed basis to reflect its current fee, subject to the written approval of Client, and shall provide Client with such amended and restated Exhibit A. All fees are billed quarterly and are payable immediately. 2. Other Services. If Marquette is required to perform other services not contemplated herein, then Client shall pay Marquette additional compensation in an amount to be agreed upon between Marquette and Client. VI. INDEMNITY. Client agrees that it will indemnify and hold harmless Marquette of, from and against any and all costs, claims, losses, demands or liabilities (including legal fees and amounts paid in settlement) with respect to the acts, transactions, duties, obligations or responsibilities of Client, the investment manager(s) selected by the Client or any other person, agent, firm or corporation working with or for the Client. VII. NOTICES. Any notices, demand, or communication required or permitted hereunder shall be in writing and shall be deemed duly given for all purposes upon: (i) the actual receipt by the recipient, if notice is given by personal delivery or any method not described below; (ii) one business day after deposit of notice, if notice is given by reputable overnight commercial courier service for next day delivery; (iii) four business days after mailing, if notice is given by U.S. mail, postage prepaid; and (iv) when sent, if notice is given by facsimile or e-mail and a confirmation copy of such notice is simultaneously sent by personal delivery, U.S. mail, or reputable overnight commercial courier service. Notices shall be addressed to Marquette Associates, Inc. at 180 N. LaSalle St., Suite 3500, Chicago, IL 60601 and to Client at 150 Dexter Ct., Elgin, IL 60120 or at such other address as shall be specified in each case in a written notice duly given. 3 VIII. ACKNOWLEDGEMENT AND CONSENT OF USE OF CLIENT'S NAME. The Client acknowledges, consents to, and authorizes Marquette to use the Client's name in Marquette's brochures, marketing or advertising materials. The Client understands that Marquette's use is only for the purpose of showing other potential clients that the Client uses the consulting services of Marquette. Marquette shall not disclose any other information about the Client or its account assets without the Client's written consent. IX. MISCELLANEOUS. 1. Compliance With Law. The parties shall comply in all material respects with any and all applicable Federal, State and local laws and regulations as the same exist and may be amended from time to time. Notwithstanding any other provision herein, any action of a party that is required by law or regulation shall not be deemed a breach of this agreement. 2. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Illinois without reference to choice-of-law or conflict-of-law principles. The venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in Circuit Court of Kane County, Illinois. 3. Severability. If, for any reason, any provision of this agreement is held to be unenforceable, the remainder of the provisions of this agreement as may remain otherwise intelligible shall nonetheless be valid and enforceable to the maximum extent allowed by applicable laws except to the extent that the intent of this agreement is frustrated thereby. 4. No Third-Party Beneficiaries. This agreement is for the sole benefit of the parties hereto, and nothing in this agreement is intended nor shall be deemed to confer any rights, remedies, or benefits to, or be enforceable by, any other individual or legal entity. 5. Amendments. This agreement may not be amended, modified, or repealed except by a written amendment or other document signed by both of the parties hereto; provided, however, that Marquette may amend and restate Exhibit A on an annual basis to reflect its current fee for services pursuant to the terms of this agreement. 6. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and contains all the agreements among such parties with respect to the subject matter hereof and supersedes any and all other agreements, whether oral, implied or written, between such parties with respect to the subject matter hereof 7. Assignment. Neither party may assign this agreement without the prior written consent of the other party. 8. Binding Effect. This agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns. 4 9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 10. Acknowledgements. The Client hereby acknowledges receipt of Marquette's ADV Part 2A and Privacy Policy. 11. Claims to Interest. Marquette hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act, as amended (50 ILCS 505/1, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.). 12. Execution. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e- mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 13. Compliance with Law. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, Marquette shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Marquette hereby certifies, represents and warrants to the Client that all of Marquette's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. Marquette shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. 5 IN WITNESS WHEREOF,the parties have entered this Agreement on the date first written above. Marqu- • - Assoc'. -. Inc. By: Brian Wrubel President/C.E.O. City of Elgin Retiree Health Insurance Trust By: 66(.6e1-4?--(Y)(te Name: Colleen Lavery Title: Chief Financial Officer j P • �dei-rt 6 Exhibit A Schedule of Fees Period: From June 1, 2014 to May 31, 2016 Marquette Associates, Inc. has agreed to provide the Client with consulting services as described in Article II of the Investment Consulting Agreement dated June 1, 2014. For purposes of Section V.1., Marquette's annual fee for the above-referenced period shall be $15,000. Marquette will review its fee agreement with Client upon expiration of this Schedule. Marquette's fees are billed quarterly, in advance, and are payable immediately. ACKNOWLEDGED: Marqu-• Associa , Inc. \. By: Brian Wrubel President/C.E.O. City of Elgin Retiree Health Insurance Trust By: �/ _'—'_. Name: Colleen Lavery Title: Chief Financial Officer j