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HomeMy WebLinkAbout2003-07-09 - Agendas - Final• Firemen's Pension And Relief Fund Special Meeting Agenda July 9, 2003 A Special meeting of the Fayetteville Firemen's Pension and Relief Fund will be held at 11:00 a m. on July 9, 2003 in Room 326 of the City Administration Building. Report from Attorneys Memo from Marsha Farthing • • FAYETTEVI LLE THE CITY OF FAYETTEVIIIE, ARKANSAS • DEPARTMENTAL CORRESPONDENCE • To: Policemen's and Firemen's Pension and Relief Board Thru: Steve Davis, Finance and Internal Services Directer� • From: Marsha Farthing, Accounting Manager 1/15/---- Subject: /6 Subject: Consolidation study Date: July 8, 2003 Cathryn Hinshaw of the Arkansas Local Police and Fire Retirement System requested that the City give her permission to conduct a consolidation study on each of the old pension plans to determine the contribution rates the City would have if the old retirement plans were combined with the LOPFI plan. She asked permission to proceed immediately so the reports would be completed before the July 17th meeting. The studies would be required for the consolidation process and can be used for one year. The Mayor and the Finance and Internal Services Director gave their approval to proceed with the studies. I am requesting the Boards' approval to obtain these studies at a cost of $1,500. to each pension plan. • RETAINER AGREEMENT FOR PENSION FUND MONITORING AND LEGAL REPRESENTATION THIS AGREEMENT ( Agreement") is entered into effective the / day of July, 2003, between the City of Fayetteville Firefighters' Pension Fund ("Client") and Cauley Geller Bowman & Rudman, LLP, a law firm concentrating their practice in the representation of investors in securities litigation, Martin & Kieklak Law Firm and the Law Firm of Charles L Stutte (collectively. referred to as the "Law Firms"). WHEREAS, Client has a fiduciary duty to preserve and protect the value of its investment portfolios; and WHEREAS, Law Firms and Client desire to enter into an agreement whereby Client engages Law Firms for the purpose of providing legal advice to Client with regards to Client's investment portfolio. This agreement does not exclude either party from engaging in a similar arrangement with any other entity. To this end, Client will share present and historical investment portfolios with Law Firms to enable Law Firms to advise Client with respect to pending and potential claims; and WHEREAS, in conjunction with the review described in the preceding paragraph, Law Firms will be provided with confidential and proprietary information regarding the Client and its investments, and the parties desire to protect the confidential and proprietary nature of such information by this Agreement to the highest degree; and WHEREAS, the confidential and propnetary documents and information, written or oral, furnished by Client or its agents to Law Firms or its representatives, agents or employees, whether furnished before or after the date hereof, and regardless of the manner or the format in which they are furnished, together with analyses, compilations, forecasts, studies or other documents prepared by Law Firms, its agents, representatives (including, without limitation, attorneys, accountants and financial advisors) or employees, from such information or data, which contain or otherwise reflect such documents or information or the other party's review are hereinafter collectively referred to as the "Restncted Information"; provided that the term"Restncted.Information" shall exclude such documents and information which (a) were or become generally available to the public other than as a result of disclosure by the other party, its agents, representatives or employees, (b) were disclosed to the other party by a third party who or which is not required to maintain its confidentiality, (c) were previously known by such party without obligations of confidentiality, or (d) which that party independently develops. NOW THEREFORE, in consideration of each party furnishing the other party with the Restricted Information, the parties hereto agree as follows SCOPE OF DUTIES OF LAW FIRMS. 1.1 TERM Law Firms agrees to provide legal services of an advisory or consultative nature to Client related to present and historical investments, including without limitation, the identification and notice of pending and potential litigation of which Law Firms is aware, evaluation of the merits thereof, and the advantages and disadvantages of the Client' participation therein. 2.1 This Agreement shall commence on the date executed by the parties, and shall continue in effect for an initial term of one (1) year. The term of this Agreement shall extend for successive one (1) year terms until terminated as otherwise provided herein. Either party may terminate this Agreement at any time by delivenng written notice of such termination to the other party fifteen (15) days prior to the effective date of such termination. 3. CONFIDENTIALITY 3.1 Client shall supply Law Firms with the Restricted Information for present and historical investments of Client by submitting a monthly position or holding statement to Law Firms, or by authorizing Law Firms to have access to Client's custodial account. With respect to historical positions, Client will provide such information only upon the request of Law Firms. The Restricted Information, and any of the terms, conditions or other facts with respect to the this Agreement, will be kept confidential by Law Firms and shall not, without the prior written consent of Client, be disclosed by Law Firms, or by its agents, representatives or employees, in any manner whatsoever, in whole or in part, to any person or entity, its legal counsel, other agents, representatives or employees of the respective parties, and shall not be used by either party, its agents, representatives or employees, other than in connection with the contemplated Transaction. Moreover, Law Firms agree to reveal the Restricted Information only to its agents, representatives and employees who require access to the Restricted Information for the purpose of conducting the monitoring function, who are informed by such party of the confidential nature of the Restricted Information, and .who agree to act in accordance with the terms and conditions of the Agreement. 3.2 In the event this Agreement is terminated, the onginals and all copies of the Restricted Information shall remain the sole property of Client and will be retumed thereto or destroyed immediately upon its request Following the delivery of the Restricted Information to Law Firms, the contents thereof, and any oral Restricted Information will continue to be subject to the tens of this PAGE 2 OF 4 • Agreement. 3.3 Each party acknowledges that neither the other party nor any of its affiliates, agents, representatives or employees makes any express or implied representation or warranty as to the accuracy or completeness of the Restricted Information, and neither party, nor its respective affiliates, agents, representatives or employees, shall have any liability to the other party or any of its agents, representatives or employees resulting from the use of the Restncted Information by such party - or its agents, representatives or employees. 3.4 Each party agrees that it will not use, permit or allow the use of the Restricted Information or any part thereof for any purpose whatsoever in contravention of this Agreement, including but not limited to use in any manner to compete with the business or potential business of the other party without the prior written consent of the other party. 4. COMPENSATION 4.1 Law Firms agrees to represent Client in the manner described herein at no cost or charge to Client, with the understanding that should Client engage in securities litigation relating to an investment, on which Law Firms has provided legal advice, that Law Firms will be retained to represent Client in said litigation Law Firms acknowledges that this Agreement does not authorize the initiation of any litigation on behalf of Client. Any litigation initiated will be subject to a separate retainer agreement between Client and Law Firms 5. GENERAL PROVISIONS 5.1 .No failure or delay by either party or its representatives, agents or employees, in, exercising any rights, powers or pnvileges hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 5.2 By execution of this Agreement, the parties agree to cooperate in good faith with each other to provide all information reasonably deemed necessary to fulfill the obligations hereunder 5.3 This Agreement is the final agreement between the parties with respect to the subject matter hereof and merges and incorporates all pnor agreements PAGE 3 OF 4 and discussions, if any, with respect to such subject matter. This Agreement may not be amended other than by.written•instrument signed by the parties hereto. The provisions. of this Agreement shall survive any subsequent agreement between the parties, notwithstanding any merger, incorporation or similar provision therein, unless this Agreement is specifically mentioned and abrogated or modified. COMMUNICATION 6.1 The primary contacts for Law Firms shall be, Darrin Williams of Cauley Geller Bowman & Rudman, 11001 Executive Dnve, Suite 200, Little Rock, Arkansas 72211-5438; Phone: (501) 312-8500; Fax: (501) 312-8505) and Mark Martin of Martin & Kieklak Law Firm, 2059 Greenacres Road, Fayetteville, Arkansas' 72703 Phone: (479) 442-2244; Fax (479-442-0134) The contact for Client be Q�t . KQ R q atlk AGREED TO AND ACCEPTED THE DATE SET FORTH ABOVE: City of Fayetteville Firefighters' Pension Fund By : > (-)0:0.05--) Date: 7-9 -05- Cauley G er/� , LLP .�/ By: Date: �/ fAJ Martin & Kieklak Law Finn By: NNS\CC Date: %/c70 PAGE 4 OF 4 1 FAYETTEVILLE •. THE CITY OF FAYETTEVILLE, ARKANSAS • June 27, 2003 Dear Sir or Madam, The Fayetteville Firemen's Pension and Relief Fund Board of Trustee's will hold a special meeting for all current and retiree members on: Special Firemen's Pension Meeting LOPTI Presentation Thursday, July 17, 2003 City Administration Building, 113 West Mountain Street, Fayetteville, AR Room 219 10:00 AM This will be an mformational meeting to gather input on the City of Fayetteville's proposal to move the Fayetteville Fire Department Pension Fund from the current management to the management of LOPFI in Little Rock. LOPFI was formed in 1983 as the statewide Fire and Police Pension Plan. The Fayetteville Policemen's Pension Fund is also involved in the same process. Please make plans to attend this very important meeting. Sincerely, Pete Reagan Marion Doss Ron Wood Robert Johnson Danny Farrar Fayetteville Firemen Pension and Relief Fund Trustee's 113 WEST MOUNTAIN 72701 479521-7700 FAX 4795758257 �as-1- Q aeoPFT pARAtiadkievt._