County of Santa Clara - Arnerich Massena

ASSIGNMENT, ASSUMPTION AND AMENDMENT
INVESTMENT CONSULTING SERVICES AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT (this "Assignment") is made as of
April 1,2016 (the "Effective Date"), by and among ARNERICH MASSENA, INC, an Oregon corporation,
("Assignor") , as assignor, SAGEVIEW ADVISORY GROUP, LLC ("Assignee"), as assignee , and the
COUNTY OF SANTA CLARA ("County").
RECITALS
Assignor is a party to that certain Agreement Between The County of Santa Clara and Arnerich
Massena, Inc., for Investment Consulting Services for the Defined Contribution Plans Committee
which was originally effective June, 5, 2012 (as amended , the "Contract"), by and between
Assignor and the County.
B. Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and
interest in , to and under the Contract, and Assignee desires to accept such assignment and to
assume Assignor's obligations under the Contract from and after the Effective Date .
C. County desires to procure services from Assignee under the terms and conditions of the Contract,
as amended by this instrument.
AGREEMENTS
1. Recitals . The foregoing recitals are hereby incorporated into this Assignment as contractu a I
terms to the same extent as if set forth herein in full.
2. Assignment Assignor hereby assigns , transfers, releases and sets over unto Assignee all of
Assignor's right, title and interest in , to and under the Contract.
3. Assumption. Assignee hereby accepts the foregoing assignment and hereby assumes all of the
obligations of Assignor under the Contract from and after the Effective Date.
4. Consent. The County hereby consents to the assignment of Assignor's right, title and interest in,
to and under the Contract to Assignee , and the assumption by Assignee of all of the obligations of
Assignor under the Contract from and after the Effective Date .
5. Amendment. Section 2 of the Contract is hereby deleted in its entirety and replaced with the
following :
2.
Term of Contract
This Contract is effective from June 5, 2012. The County exercised its option to enter into a
one-year renewal from June 1, 2015 through May 31 , 2016. The County hereby exercises its
option for a second one-year renewal from June 1, 2016 through May 31,2017 . The County
shall have an additional option to enter into a one-year renewal by written agreement from
June 1, 2017 to May 31 , 2018.
6. Compensation. The County shall pay the Assignee at a rate of $97,000 per twelve month period
or $8,083 .33 per month beginning with the Effective Date through May 31, 2016, and at a rate of
$99,000 per twelve month period or $8,250 per month beginning June 1, 2016 to the end of the
second one-year renewal on May 31 , 2017.
Assignee agrees, for the first four quarters of this agreement, beginning April 1, 2016 and ending
March 31, 2017 that it will waive its quarterly fee, if the Committee is generally dissatisfied with
MAR 0 1 2016 Approved: 03/01/2016
A. the services provided during that quarter. The Committee will vote at a public meeting as to
whether it was generally dissatisfied with the Assignee's work product for the quarter. If the
Committee was generally dissatisfied with the work product, it will state the reason for its general
dissatisfaction and what the Assignee must do to change the Committees opinion regarding the
work product. The Committee will send a letter to the Assignee documenting the necessary
remedy to the work product. Assignee shall have 30 days to resolve the issues to the
Committee's satisfaction. If the Committee remains generally dissatisfied with the work product
after the Assignee's attempt to remedy the work product, the Committee will send a letter to the
Assignee, within 30 days of receiving the Assignee 's amended work product stating that it
remains generally dissatisfied with the Assignee's work product for the quarter. Upon receipt of
written notification of the Committees general dissatisfaction with the amended work product for
that quarter, the Assignee will waive that quarter's fee.
7. Governing Law. This Assignment shall be governed by , and shall be interpreted, construed and
enforced in accordance with, the laws of the State of California, without regard to its rules
regarding conflicts of law.
8. Miscellaneous. This Assignment may not be orally changed or terminated, nor any of its
provisions waived, except by an agreement in writing executed by the parties hereto . This
Assignment shall be binding upon, and inure to the benefit of the parties hereto, their respective
legal representatives , successors and assigns . Each of Assignor and Assignee hereby
represents and warrants that it has full right, power and authority to enter into this Assignment
and that the person executing this Assignment on behalf of Assignor and Assignee, respectively ,
is duly authorized to do so. This Assignment may be executed in counterparts and delivered by
fax or email , each of which shall constitute an original signature, and all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this
Assignment as of the Effective Date.
ASSIGNOR: ASSIGNEE
ARNERICH MASSENA, INC . SAGEVIEW ADVISORY GROUP, LLC.
By:_ _ _ _ _ _ _ _ _ _ _ _ __
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Assignment Assumption and Amendment-Page 2
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ATTEST:
APPROVED AS TO FORM AND LEGALITY
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Assignment Assumption and Amendment-Page 3
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ASSIGNMENT, ASSUMPTION AND AMENDMENT
INVESTMENT CONSULTING SERVICES AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT (this
April 1,2016 (the "Effective Date"), by and among ARNERICH 'VIM, ...............
("Assignor"), as assignor, SAGEVIEW ADVISORY GROUP, LLC
COUNTY OF SANTA CLARA ("County").
is made as of
INC., an Oregon corporation,
as assignee, and the
RECITALS
A. is a party to that certain Agreement Between The County of Santa Clara and Arnerich
Massena, Inc., for Investment Consulting Services for the Defined Contribution Plans Committee
amended, the "Contract"), by and between
which was
effective June, 5, 2012
Assignor and the
B. all of Assignor's
desires to assign, transfer and convey to
interest in, to and under the Contract, and Assignee desires to accept such
assume Assignor's
under the Contract from and after the Effective Date.
C. County desires to procure services from
as amended by this instrument.
and to
under the terms and conditions of the
AGREEMENTS
1. Recitals. The foregoing recitals are hereby .n.... t"lrr't"lr,,,t<> into this
terms to the same extent as if set forth herein in full.
2. Assignment.
hereby
releases and sets over unto
Assignor's right, title and interest in, to and under the Contract.
as contractual
the
assignment and
under the Contract from and after the Effective Date.
3.
all of
assumes all of the
4.
Consent. The County
consents to the assignment of
to and under the Contract to
and the assumption by
Assignor under the Contract from and after the Effective Date.
5. Amendment. Section 2 of the Contract is hereby deleted in its entirety and replaced with the
following:
2.
right, title and interest in,
of all of the
of
Term of Contract
This Contract is effective from June 5, 2012. The County exercised its option to enter into a
one-year renewal from June 1, 2015 through May 31, 2016. The County
exercises its
for a second one-year renewal from June 1,2016 through May 31,2017. The County
shall have an additional
to enter into a one-year renewal by written agreement from
31,2018.
June 1, 2017to
6. Compensation. The County shall pay the
at a rate of $97,000 per twelve month
or $8,083.33 per month beginning with the Effective Date
May 31, 2016, and at a rate of
$99,000 per twelve month period or $8,250 per month beginning June 1, 2016 to the end of the
second one-year renewal on
31 , 2017.
Assignee agrees, for the first four quarters of this agreement,
if the Committee is
March 31,2017 that it will waive its quarterly
the services provided during that quarter. The Committee will vote at a public meeting as to
whether it was generally dissatisfied with the Assignee's work product for the quarter. If the
Committee was generally dissatisfied with the work product, it will state the reason for its general
dissatisfaction and what the Assignee must do to change the Committees opinion regarding the
work product. The Committee will send a letter to the Assignee documenting the necessary
remedy to the work product. Assignee shall have 30 days to resolve the issues to the
Committee's satisfaction. If the Committee remains generally dissatisfied with the work product
after the Assignee's attempt to remedy the work product, the Committee will send a letter to the
Assignee, within 30 days of receiving the Assignee's amended work product stating that it
remains generally dissatisfied with the Assignee's work product for the quarter. Upon receipt of
written notification of the Committees general dissatisfaction with the amended work product for
that quarter, the Assignee will waive that quarter's fee.
7. Governing Law. This Assignment shall be governed by, and shall be interpreted , construed and
enforced in accordance with , the laws of the State of California, without regard to its rules
regarding conflicts of law.
8. Miscellaneous. This Assignment may not be orally changed or terminated , nor any of its
provisions waived, except by an agreement in writing executed by the parties hereto. This
Assignment shall be binding upon, and inure to the benefit of the parties hereto, their respective
legal representatives , successors and assigns. Each of Assignor and Assignee hereby
represents and warrants that it has full right, power and authority to enter into this Assignment
and that the person executing this Assignment on behalf of Assignor and Assignee, respectively,
is duly authorized to do so. This Assignment may be executed in counterparts and delivered by
fax or email , each of which shall constitute an original signature, and all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this
Assignment as of the Effective Date.
ASSIGNOR: ASSIGNEE
ARNERICH MASSENA, INC. SAGEVIEW ADVISORY GROUP, LLC .
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Assignment Assumption and Amendment-Page 2
Date:__F_e_b_ru_a_ry_2_2_,2_0_1_6_ _ _ _ __