ORD 41723 - Agmt with Demarche and Associates Inc for investment manager services 0N1AHA,ke
- g Finance Department
7o1I
��p" - v Omaha/Douglas Civic Center
Z;r°' �.C,. �`` 1819 Farnam Street,Suite 1004
rri-7� i�k•�n rt
��-93 h =..n Omaha,Nebraska 68183-1004
(402)444-541 G
.6c) �ro Telefax(402)546-1]50
441)FE1303
Stephen B.Curtiss
City of Omaha ty Finance Director
Jean Stothert,Mayor Y1 Acting City Comptroller
i=a-i-A:_
Allen Herink
ry t.a� Finance Administrator
t:w
Honorable President
and Members of the City Council,
The attached Ordinance approves a three year Agreement between the City of Omaha and
DeMarche Associates, Inc.
DeMarche Associates, Inc. will work with the City's Investment Committee to do a search for an
investment manager for short term fixed income and then provide advisory services to the
Investment Committee as well as performance measurement of any investment manager. This
will allow the Investment Committee to maximize the return of those funds that the City is
managing. The City will pay DeMarche a quarterly amount of $10,833.25,'for a total of
$43,333.00 per year for the term of the Agreement. The cost of this Agreement is to be paid
from the General Fund No. 11111 Organization 119014.
DeMarche Associates, Inc. has on file a current annual Contract Compliance Report (CC-1) as
is the City's policy; the Human Rights and Relations Director will review the company to ensure
compliance with the contract compliance Ordinance.
Respectfully submitted, Referred to City Council for Consideration:
110g vi, ,b15
to n B. Curtiss Date Ma or's Office/Title Date
Finance Director 9S• y
Approved:
fidwit;-.7Wifottdid Hi-fq
Franklin T. Thompson Date
Human Rights & Relations Director
2019\20342se1
ORDINANCE NO. 1-1-Oa 5
AN ORDINANCE to approve and execute an Agreement involving the payment of money from
appropriations of more than one year in accordance with Section 5.17 of the Home Rule
Charter of the City of Omaha, 1956, as amended, by and between the City of Omaha
Municipal Corporation and DeMarche and Associates, Inc. to provide for an investment
manager search and additional advisory services for the City of Omaha's Investment
Management Committee for a period of three years; to authorize the Finance Director to
make payments to DeMarche and Associates, Inc. in the annual amount of $43,333.00
for payments made quarterly, in accordance with the Agreement; with such funds being
paid from General Fund No. 11111 Organization 119014; and to provide the effective
date thereof.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section 1. That authority is hereby given for the execution of the attached Master
Agreement between the City of Omaha and DeMarche and Associates, Inc. for a period of three
years to assist the City's Investment Committee with selection of an Investment Manager for
short term fixed income and additional advisory services.
Section 2. That the Mayor of the City of Omaha be and hereby is authorized and
empowered to execute for on behalf of the City of Omaha and the City Clerk to attest the Master
Agreement authorized and approved by Section 1 hereof attached hereto.
Section 3. That the Finance Director is authorized to make payment to DeMarche and
Associates, Inc. in accordance with such contract from General Fund No. 11111 Organization
119014.
Section 4. That this Ordinance, not being legislative in character, shall take full force
and effect upon its passage.
ORDINANCE NO. 109
Page 2
INTRODUCED BY COUNCILMEMBER
4Yti 1)4'7 APPROVED BY:
7J/LJ/1
PASSED
FEB 1 2 2019 MAYOR OF THE CITY OF OMAHA DATE
ATTEST:
CITY CLE:. 2 F THE CITY OF OMAHA DATE
APPROVED AS TO FORM:
14 Q
D TY CITY ATTORNEY D T
2019\20342se1
1
DeMarche Associates, Inc.
City of Omaha Services
Master Agreement
DeMarche Associates,Inc. ("DeMarche")and The City of Omaha("Client"),agree as follows
regarding the sale by DeMarche and the purchase by Client of DeMarche products and services:
1. Products and Services. DeMarche will provide the Client (for its own use and not for
sale or other distribution)the products and services listed in Schedule A hereto,at the time there specified.
Each project is specifically added to this master agreement as an Attachment which outlines the scope of
services under Section I.
2. Fees. The Client will pay DeMarche the fees for such products and services listed in
Schedule A hereto, at the times there specified. Each Attachment includes a Section II for Fees.
3. Assignment, Etc. DeMarche will not assign this agreement or any of the material
responsibilities assumed under this Agreement without the Client's consent.
4. Client Acknowledgment. The Client acknowledges that DeMarche does not make
and is not responsible for recommendations concerning individual securities. Client further
acknowledges that DeMarche does not monitor brokerage activity, does not review individual
trades, and does not provide tactical asset allocation advice, unless client has specifically
contracted with DeMarche for such services.
5. Limitation of Liability. In no event shall DeMarche's liability, if any (whether
direct, consequential or punitive), exceed the amount paid by Client for services under this
agreement (whether Client's claim arises out of contract, tort, breach of warranty or otherwise).
Notwithstanding the foregoing,DeMarche acknowledges and agrees that nothing in this agreement
is intended or will be deemed to be a waiver of any right that the Client may have under federal or
states securities laws and further acknowledges and agrees that this limitation of liability shall not
apply to the extent prohibited by ERISA.
6. Disclosure Statement: The Client acknowledges receipt of DeMarche's written
disclosure statement (Form ADV) required by Rule 204-3 of the Securities and Exchange Commission
under the Investment Advisors Act of 1940.
7. Term. The term of this agreement is as set forth Schedule A hereto, except that if the
disclosure statement described in Section 5 was received by the Client less than 48 hours prior to the time
it signed this agreement,then the Client may terminate this agreement without penalty within five business
days after such time of signature. Within Schedule A each scope of service is specifically outline within
its own attachment and the Term is broken out for each scope.
8. Confrdentialiry. Unless otherwise authorized in writing by Client, all information and
advice furnished by the Client to DeMarche or by DeMarche to the Client with respect to the Fund or other
matters pertaining to this Agreement shall be treated as confidential and shall not be disclosed to third
parties except as required by law or as necessary to cant'out responsibilities set forth in or implied by this
Agreement.
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9. Governing Law. This agreement shall be interpreted and applied according to the laws
of Kansas, except where preempted by the provisions of federal law.
10. Compliance. DeMarche shall, in performing the services contemplated by this
Agreement,faithfully observe and comply with all federal, state and local laws,ordinances and regulations
applicable to the services provided hereunder and shall obtain any permits and/or license required.
•
XI. GENERAL CONDITIONS
A. Nondiscrimination. DeMarche shall not, in the performance of this agreement,
discriminate or permit discrimination in violation of federal or state laws or local ordinances because of
race, color, sex, age, sexual orientation, gender identity, political or religious opinions, affiliations or
national origin.
B. New Employee Work Eligibility Status. DeMarche is required and hereby agrees to use a
federal immigration verification system to determine the work eligibility status of new employees
physically performing services within the State of Nebraska. A federal immigration verification system
means the electronic verification of the work authorization program authorized by the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1.324a, known as the E-Verify Program,or an
equivalent federal program designated by the United States Department of Homeland Security or other
federal agency authorized to verify the work eligibility status of a newly hired employee.
If the Provider is an individual or sole proprietorship,the following applies:
1 DeMarche must complete the United States Citizenship Attestation Form, available on the
Department of Administrative Services website at www.das.state.ne.us.
2 If DeMarche indicates on such attestation form that he or she is a qualified alien, the
Provider agrees to provide the US Citizenship and Immigration Services documentation
required to verify the DeMarche's lawful presence in the United States using the
Systematic Alien Verification for Entitlements(SAVE)Program.
DeMarche understands and agrees that lawful presence in the United States is required and
DeMarche may be disqualified or the contract terminated if such lawful presence cannot
be verified as required by Neb. Rev. Stat. §4-108.
C. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter,no elected official
or any officer or employee of the City shall have a financial interest, direct or indirect, in any City
agreement. Any violation of this section with the knowledge of the person or corporation contracting with
the City shall render the agreement voidable by the Mayor or Council.
D. Modification. This agreement contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are expressly set forth herein.
No agent, employee or other representative of either party is empowered to alter any of the terms hereof
unless done in writing and signed by an authorized officer of the respective parties.
E. Assignment. DeMarche may not assign its rights under this agreement without the express
prior written consent of the City.
2
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J. ' Equal employment opportunity clause. Annexed hereto as Schedule "B" and made a part
hereof by reference are the equal employment provisions of this contract. All reference in Schedule"B" to
"Contractor" shall mean "DeMarche" Refusal by DeMarche to comply with any portion of this program
as therein stated and described will subject the offending party to any or all of the following penalties:
(1) Withholding of all future payments under the involved contracts to DeMa:rche in violation
until it is determined that the Provider is in compliance with the provisions of the contract;
(2) Refusal of all future bids for any contracts with the City or any of its departments or
divisions until such time as the Provider demonstrates that he has established and shall carry out the policies
of the program as herein outlined.
DeMarche Asso ' tes
B
. Chief Administrative 0 cer
Date /.. /`7 i a
EXECUTED this /Lfi day of Fehry , 201 .
Client.
CITY OF OMAHA,a Municipal
Corporation
BytAt6, \ )
Jean Stothert,,Mayor
APPROVED AS TO FO
1
•
`t l
7
Deputy rty Attorney
3
a
SCHEDULE A
(to Client Agreement Between DeMarche
and
Client)
Specific scopes of services are added to the Master Agreement Schedule A as "Attachments": Each
Attachment is broken down with a I. Scope of Service,H.Fees,and III.Term and Termination. The
Term and Termination language below is for this Master Agreement and not intended to dictate the
time and effort associated with each sub-Scope of Services.
Term and Termination of Master Agreement
The term of this agreement will be from 1 t 1 q to f 1 . This agreement
may be terminated by either party upon written not ce to the other, provided that such terminating party
fulfills all of its obligations under this agreement through the date of such termination.
Should Client terminate agreement before / L/3` l ` , DeMarche will be paid according to Part II
of the agreement. If the contract is terminated prior to the end of a quarter, the base fee will be applied
according to Part I.i on a prorated basis through the termination date.
4
SCHEDULE "B"
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
During the performance of this Agreement, "Contractor" agrees as follows:
(1) Contractor shall not discriminate against any employee or applicant for employment
because of race, religion, color, sex, age, sexual orientation, gender identity, disability or national
origin. Contractor shall ensure that applicants are employed and that employees are treated during
employment without regard to their race, religion, color, sex, sexual orientation, gender identity,
or national origin. As used herein, the word "treated" shall mean and include, without limitation,
the following: recruited, whether by advertising or by other means; compensated; selected for
training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid
off; and terminated. Contractor agrees to and shall post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the contracting officers
setting forth the provisions of this nondiscrimination clause. .
(2) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf
of Contractor, state that all qualified applicants will receive consideration for employment without
regard to race, religion, color, sex, sexual orientation, gender identity or national origin, age,
disability.
(3) Contractor shall send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding a notice advising the Iabor
union or worker's representative of Contractor's commitments under the Equal Employment
Opportunity Clause of the City and shall post copies of the notice in conspicuous places available
to employees and applicants for employment.
(4) Contractor shall furnish to the City Contract Compliance Officer. all Federal forms
containing the information and reports required by the Federal government for Federal contracts
under Federal rules and regulations, and including the information required by Sections 10-192 to
10-194,inclusive, and shall permit reasonable access to his records. Records accessible to the City
Contract Compliance Officer shall be those which are related to Paragraphs (1) through(7) of this
Exhibit and only after reasonable advance written notice is given to Contractor. The purpose for
this provision is to provide for investigation to ascertain compliance with the program provided
for herein.
(5) Contractor shall take such actions as the City may reasonably direct as a means of enforcing
the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for
noncompliance; however, in the event Contractor becomes involved in or is threatened with
litigation as the result of such directions by the City, the City will enter into such litigation as
necessary to protect the interests of the City and to effectuate the provisions of this division; and.
in the case of contracts receiving Federal assistance, Contractor or the City may request the United
States to enter into such litigation to protect the interests of the United States.
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(6) Contractor shall file, if any, compliance reports with Contractor in the same form and to
the same extent as required by the Federal government for Federal contracts under Federal rules
and regulations. Such compliance reports shall be filed with the City Contract Compliance Officer.
Compliance reports filed at such times as directed shall contain information as to the employment
practices, policies, programs and statistics of Contractor.
(7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section,
"Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase
order so that such provisions will be binding upon each sub-Contractor or vendor.
•
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Attachment#1
DeMarche will provide the Client with the services and products fisted below:
PART I: Scope of Service
Investment Manager Search for Outside Manager of Short Term Fixed Income
•
Advisory Non-Discretionary Services—Ongoing Monitoring
• Ongoing hire/fire decisions will be driven by DeMarche with the decisions made by the
Committee--Manager Search and Retention
• Rebalancing of Investments will be made by the Committee/Staff
• Drafting of Investment Policy/Investment Guidelines
• Drafting of Investment Manager Guidelines
Performance-Related Services
• Performance Measurement Reporting
• Manager Evaluation
PART II: Fees
The Client will pay DeMarche for such products and services the quarterly cash sum of
$10,833.25 throughout the term of this agreement, payable within 30 days of receipt of invoice
throughout such term.
Our practice is to invoice in arrears based upon delivery of service.
PART III: Term and Termination
A 1 /273/ Z
The term of this agreement will be from to . This agreement
may be terminated by either party upon written notice to the other, provided that such terminating party
fulfills all of its obligations under this agreement throu 1 the date of such termination.
Should Client terminate agreement before r ( I , DeMarche will be paid according to Part II
of the agreement. If the contract is terminated prior to the end of a quarter, the base fee will be applied
according to Part II on a prorated basis through the termination date.
Attachment#1
7
Date of Agreement
Initialed by Client
Initialed by DeMarch_e._W-
ORDINANCE NO. L-R 2
Item Submitted By: Bernard in den Bosch/Sunny LaPuzza
Department: Law/Human Resources •
Council Meeting Dates:
First Reading: January 29, 2019 •
Second Reading and Public Hearing: February 5, 2019
Third Reading: February 12, 2019
An ordinance to approve and execute an Agreement involving the payment of money from
appropriations of more than one year in accordance with Section 5.17 of the Home Rule Charter
of the City of Omaha, 1956, as amended, by and between the City of Omaha Municipal
Corporation and DeMarche and Associates, Inc. in the amount of $43,333.00 annually, to
provide for an investment manager search and additional advisory services for the City of
Omaha's Investment Management Committee for a period of three years. (The Finance Director
is authorized to make payments to DeMarche and Associates, Inc. in the annual amount of
$43,333.00 for payments made quarterly, in accordance with the Agreement; with such funds
being paid from General Fund No. 11111,Organization 119014.) .
PUBLICATIONS •
U1l
PUBLICATION OF HEARING: g' II hh— 19
PUBLICATION OF PASSAGE: v�J 19
•
Presented to City Council
•
February 12, 2019
APPROVED 7-0
Sltzabeth Miller
City Clerk