Mesirow Financial Investment Mgmt/HR/Defer Comp Fxtite,Jr. A
PI Task Type: PS ADVICE Plan #:
Mesirow Financial Investment Management, Inc
Advisory Services Agreement • O
octi
This Advisory Services Agreement ("Agreement") is made and entered into as of the date identified on
Exhibit A ("Effective Date"), by and between Mesirow Financial Investment Management, Inc., an
Illinois corporation ("MFIM"),and the plan sponsor identified on Exhibit A ("Plan Sponsor").
BACKGROUND
Plan Sponsor is the fiduciary (as defined in Section 402(a)(2) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or, if the Plan is not subject to ERISA, as otherwise defined
or designated under the terms of the Plan's governing documents) with respect to the employee benefit
plan identified on Exhibit A ("Plan") with the authority and responsibility under the Plan for selecting
and monitoring the investment options to be offered under the Plan to Plan participants and beneficiaries
("Participants") under the group annuity contract(s) issued by American United Life Insurance Company
("Service Provider") . In addition, by separate agreement ("Service Agreement"), Plan Sponsor has
engaged Service Provider to provide recordkeeping and other administrative services with respect to the
Plan.
The Plan Sponsor has determined that it is in the best interest of the Plan and its Participants to retain
MFIM to provide advisory services to assist the Plan Sponsor in selecting and monitoring the investment
options offered under the Plan. MFIM is willing to perform the advisory services provided under the
terms of this Agreement.
Based on the foregoing, the Plan Sponsor and MFIM agree as follows:
SECTION 1: SERVICES PROVIDED BY MFIM
As described in this Agreement, MFIM shall assist the Plan Sponsor in the discharge of the Plan
Sponsor's duties with respect to the selection and monitoring of investment options under the Plan by
providing the services described in this Agreement(the"Services"). MFIM shall provide the Plan
Sponsor with the following Services:
A. Investment Option Selection
Pursuant to an agreement between the Service Provider and MFIM, MEN has developed a
list or lists of investment options for consideration by the Plan Sponsor for inclusion in the
Plan ("Elite Lists"). As used herein, the term "Elite Lists"also includes the"Suggested
Option Line Up Lists". The Plan Sponsor understands and acknowledges that(i) the Elite
Lists are limited to the asset classes and investment options available to the Plan through the
Service Provider and(ii)the Elite Lists contain investment options categorized into asset
classes to allow the Plan Sponsor to choose the appropriate asset classes and investment
options for the Plan and its Participants(as determined by the Plan Sponsor). The Plan
Sponsor acknowledges that it has reviewed the Elite Lists and has elected to use the Elite List
shown on the investment option selection menu.
By including an investment option on an Elite List, MFIM has determined that: (i) the
investment option is an appropriate investment option in that asset class for a qualified
retirement plan, and(ii)the asset class represented by the investment option is appropriate for
inclusion in a qualified retirement plan. The Elite Lists will include a minimum of five asset
classes ("Core Asset Classes") that are intended to provide a broad range of investment
alternatives for Plan participants. MF1M will identify which investment options on the Elite
List meet the qualifications of the five Core Asset Classes.
Agreement Number 153379 I Mesirow Financial confidential In formation
To use the Services provided by MFIM hereunder, Plan Sponsor agrees that it will select at
least one investment option from and maintain investment options in each of the five Core
Asset Classes on the Elite List. If Plan Sponsor fails to do so, then this Agreement will
terminate immediately, notwithstanding any provision of this Agreement to the contrary.
B. Investment Option Selection Guidelines
To assist the Plan Sponsor in its selection of investment options, MFIM will provide general
information to the Plan Sponsor on the number and type of investment options (active or
passive investment management) for the Plan Sponsor to consider in selecting investment
options for the Plan.
C. Investment Option Monitoring and Summaries
MFIM will review the performance of the investment options on the Elite Lists on a quarterly
basis. Following the end of each calendar quarter, MFIM shall provide a summary of its
quarterly review to the Service Provider for distribution to Plan Sponsor. The quarterly
review will contain market commentary on the previous quarter and a review of the options
on the Elite List within the Mesirow Financial POLICE Report, MFIM's proprietary watch
list report. The Service Provider has agreed to provide the MFIM quarterly review to Plan
Sponsor within sixty(60) days after the end of each quarter.
D. Removal of Investment Options from Elite List
If for any reason MFIM should find it necessary to remove an investment option from an
Elite List, MFIM will issue a written notice outlining its reasons for removal of the
investment option and the actions required by the Plan Sponsor. MFIM will continue to
monitor any option removed from an Elite List for a 90-day period following the removal of
the option; after that 90-day period, the Plan Sponsor agrees that MFIM will have no
obligation to continue monitoring the removed option. If the Plan Sponsor determines that it
wilt remove an investment option from the Plan, or add an investment option to the Plan, the
Plan Sponsor understands that it must provide written direction and instructions to the Service
Provider to implement such change in the Plan's investment options. Plan Sponsor will be
responsible for determining whether to remove from the Plan any investment option removed
from an Elite List and for selecting a replacement option. Removal of any option from an
Elite List shall not act as a direction to the Service Provider to remove the option as an
available investment option. Whether any option removed from an Elite List continues to be
available under the recordkeeping system will be determined solely in accordance with the
teens of the contract between the Plan Sponsor and the Service Provider.
MFIM's authority and responsibility with respect to the Plan are as follows:
E. MFIM's Fiduciary Status
In performing the Services, MFIM is acting as a fiduciary as defined in Section 3(21)(A)(ii)
of ERISA or, if the Plan is not subject to Title I of ERISA, MFIM is acting as a fiduciary to
the Plan according to the same standards as would apply if the Plan were subject to Title I of
ERISA. MFIM shall discharge its duties and obligations hereunder in accordance with the
standard of care applicable under ERISA, regardless of whether the Plan is subject to Title I
of ERISA. In addition, if the Plan is not subject to Title I of ERISA,the parties agree that,
for all purposes under this Agreement, the applicable ERISA standard of care (including
relevant governmental regulations and judicial precedent)shall be the sole governing
standard of care applicable to MFIM and the Services regardless of any state law that may
apply to the Plan or the Plan Sponsor. MFIM will assume only the specific and limited
Agreement Number 153379 2 Mesirow Financial Confidential Information
fiduciary responsibility and liability attendant to the Services as set forth in this Agreement
and will not be considered a fiduciary of the Plan for any other purpose.
F. Construction of Elite Lists
The Plan Sponsor understands and agrees that MFIM's responsibility and authority for the
construction of the Elite Lists are limited to the asset classes and investment options available
to the Plan through the Service Provider's group annuity contract(s) and MFIM is under no
obligation, and has no authority under this Agreement or otherwise, to select other asset
classes or investment options in constructing the Elite Lists. In constructing the Elite Lists,
MFIM will not consider any investment in stock or other property of the Plan Sponsor or its
affiliates, other individual securities, self-directed brokerage accounts or investments other
than the annuity investment options or other collective option vehicles offered through the
Service Provider's group annuity contract(s).
0. Scope of Authority
MFIM has no authority or responsibility with respect to: (i) the selection, monitoring,
retention, or termination of asset classes or investment options available through the Service
Provider's plan administration platform; (ii) the management (except for the Services),
administration, valuation, or custody of Plan assets; (iii) the administration of the Plan and
the trust funding such Plan; (iv) any investment decision of any nature whatsoever of the Plan
Sponsor, another investment manager, Participant or other person with respect to the Plan or
any account there under; (v) the performance of any other investment manager; (vi) the
failure of any other investment manager or fund manager to adhere to any of its policies and
procedures governing investments; (vii) any change in value in any or all of the Plan's assets;
(viii) any suitability determination, except any such determination related to the construction
of the Elite Lists; (ix) any matters related to the fees charged to the Plan or the Participants
for the use of the Elite Lists; and (x) except for the construction of the Elite Lists, the
diversification of the Plan's assets. The foregoing matters are solely the responsibility of the
Plan Sponsor or its agents (other than MFIM).
I I. Control of Elite Lists.
MFIM will retain exclusive control and discretion with regard to the development and
maintenance of the Elite Lists. MFIM will retain sole control and discretion over the
development of any investment methodologies needed to develop and maintain the Elite
Lists. All decisions regarding the composition of the Elite Lists will be solely the
responsibility of MFIM based on the investment options available to the client plans through
the Service Provider. MFIM will determine the Elite Lists through proprietary methodologies
based on generally accepted investment principles. The investment methodologies used by
MFIM in developing and maintaining the Elite Lists will be developed by MFIM
independently and without regard to any potential benefit to the Service Provider, any other
issuer of investment options available to the Plan or their affiliates. MFIM will update and
maintain any systems within a reasonable timeframe to ensure that they continue to meet
generally accepted investment principles. The Service Provider will assist in communications
between MFIM and Plan Fiduciaries but will not in any way influence or otherwise be
responsible for the development of the Elite Lists by MFIM and will not modify any advice
or information provided by MFIM.
Results Not Guaranteed
MFIM and its affiliates do not and cannot warrant the results that may be attained from the
use of the Elite Lists by the Plan Sponsor. Nothing in this Agreement will be construed as
Agreement Number 153379 3 Mesirow Financial Confidential Information
•
making MFIM an insurer or guarantor of any benefit or result, financial or otherwise, as a
result of the provision of the Elite Lists.
SECTION 2: FEES
The fees for the Services of MFIM under this Agreement are payable to the Service Provider, and neither
the Plan nor the Plan Sponsor will have any liability for additional fees payable to MFIM with respect to
this Agreement. Plan Sponsor acknowledges and authorizes Service Provider to pay these fees to MFIM,
and acknowledges and agrees that such fees are reasonable compensation for the Services provided by
MFIM.
SECTION 3: TERM AND TERMINATION
A. Term. Unless otherwise terminated as described in this Section 3, this Agreement shall be
for a term of one(I)year(the`Initial Term"), effective as of the first date assets are invested
in investment options offered by the Service Provider following the Effective Date of the
Agreement, and shall be automatically renewed for additional one (1)year periods, unless
either party shall deliver to the other party a written notice of non-renewal at least thirty(30)
business days prior to the date such renewal would take effect.
B. Termination. Upon completion of the Initial Term, either party may terminate this
Agreement, without reason, by providing the other party with thirty(30) business days' prior
written notice. The fees payable to MFIM under Section 2 for the Services shall accrue
through the effective date of the termination.
The termination of this Agreement shall have no effect on any Service Agreement between
Plan Sponsor and the Service Provider. However, if such Service Agreement between the
Plan Sponsor and the Service Provider terminates, then this Agreement shall also
automatically terminate. This Agreement shall also automatically terminate in the event that
the separate Fiduciary Services Agreement between MFIM and the Service Provider
terminates.
SECTION 4: LIMITATION OF LIABILITY; INDEMNIFICATION
A. Limitation of Liability. MFIM MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING ANY OF
THE FOREGOING, IN NO EVENT SHALL MFIM HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, MFIM'S LIABILITY FOR ANY DAMAGES HEREUNDER SHALL
NOT EXCEED AN AMOUNT EQUAL TO TWO (2) TIMES THE TOTAL ANNUAL FEE
PAID TO MFIM ON BEHALF OF THE PLAN PURSUANT TO THE SERVICE
PROVIDER'S AGREEMENT WITH MFIM FOR THE CALENDAR YEAR
IMMEDIATELY PRECEDING THE RELEVANT CLAIM (OR, IF THE RELEVANT
CLAIM ARISES IN THE FIRST YEAR OF THE AGREEMENT, FOR THE FIRST
YEAR). THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT. NOTHING HEREIN SHALL IN ANY WAY CONSTITUTE A
WAIVER OR LIMITATION OF ANY RIGHTS WHICH THE PLAN, PLAN
Agreement Number 153379 4 Mesirow Financial Confidential Information
PARTICIPANT OR PLAN SPONSOR OTHERWISE MAY HAVE UNDER ERISA
OR ANY SECURITIES LAW.
B. Acts of Others. Except as provided by ERISA and this Agreement, MFIM will not be liable
for the acts or omissions of any other person in respect of the Plan and its Participants,
including, but not limited to, any acts or omissions of the Plan Sponsor and/or Service
Provider.
C. Indemnity by the Plan Sponsor. The Plan Sponsor will indemnify, defend and hold MFIM
and its affiliates, members,directors,officers, shareholders, employees, representatives,
agents, attorneys, successors and assigns (collectively, the `Mesirow Indemnified Parties")
harmless from and against any and all claims, liabilities, obligations,judgments, causes of
action, costs and expenses (including reasonable attorneys' fees) ("Losses")arising from,out
of or related to the Services or the Mesirow Indemnified Parties' performance hereunder;
provided, however, that the Plan Sponsor will not be liable to indemnify, defend and hold any
Mesirow Indemnified Party harmless to the extent such Losses arise directly from MFIM's (i)
material breach of an obligation of MFIM under this Agreement that has a material adverse
effect on the Plan or MFIM's ability to perform the Services hereunder, (ii) gross negligence
or willful misconduct in connection with the performance of Services hereunder, or(iii)
breach of its ERISA fiduciary duties in connection with the performance of Services
hereunder.
D. Indemnity by MFIM. MFIM will, without regard to the limitation of liability specified
above in this Section 4, indemnify, defend and hold the Plan Sponsor and its affiliates,
members, directors, officers, shareholders,employees, representatives, agents, attorneys,
successors and assigns (collectively, the"Plan Sponsor Indemnified Parties") harmless
from and against any and all Losses(as defined in the immediately preceding paragraph)
solely to the extent such Losses arise directly from MFIM's (i)material breach of an
obligation of MFIM under this agreement that has a material adverse effect on the Plan or
MFIM's ability to perform the Services hereunder, (ii)gross negligence or willful misconduct
in connection with the performance of Services hereunder; or(iii) breach of its ERISA
fiduciary duties in connection with the performance of Services hereunder.
SECTION 5: GENERAL PROVISIONS
A. Form ADV. MFIM is registered as an investment adviser under applicable federal law. Part
II of MFIM's Form ADV contains additional information regarding MFIM and its services.
A copy of MFIM's Form ADV Part II has been distributed to the Service Provider and the
Service Provider has agreed to deliver this document to the Plan Sponsor in conjunction with
the execution of this Agreement. The Plan Sponsor's signature hereunder acknowledges
receipt of MFIM's Form ADV Part II.
B. Dispute Resolution. Except in the event that injunctive relief is being sought, any dispute
arising out of or related to the Agreement that is not settled promptly in the ordinary course of
business or through senior management negotiations, shall be resolved through mandatory
binding arbitration consistent with the terms of Paragraph C in this Section 5.
C. Binding Arbitration. Except in the event that injunctive relief is being sought, any
controversy or claim arising out of or relating to the Agreement or the breach hereof which
cannot be settled by the parties pursuant to Paragraph B in this Section 5, shall be settled by
binding arbitration in accordance with the commercial arbitration rules of the American
Agreement Number 153379 5 Mesirow Financial con lidential Information
Arbitration Association ("AAA") as set forth herein. The parties shall endeavor to appoint a
single arbitrator, and failing that, each party may select an arbitrator with knowledge of the
types of Services provided for under this Agreement. Selection shall be completed within
twenty (20) days of the receipt of a demand for arbitration. If either party fails to select an
arbitrator within such twenty (20) day period, the one selected shall act as sole arbitrator. If
two arbitrators have been selected, the two arbitrators selected shall select a third within
fifteen (I5) days after their selection. If they fail to do so, the third arbitrator shall be selected
by the AAA. The arbitrators shall set a date of hearing no later than sixty (60) days from the
date all arbitrators have been selected and shall enter a decision within thirty (30) day of the
end of the proceeding. The arbitration proceeding shall take place in Chicago, Illinois. The
award of any arbitration shall be final, conclusive, and binding on the parties hereto. The
arbitrators may award any legal or equitable remedy. The arbitration award shall include an
award of reasonable attorneys' fees to the prevailing party. Judgment upon any arbitration
award may be entered and enforced in any court of competent jurisdiction.
D. Captions Not Determinative. Titles and paragraph headings herein are for convenient
reference only and are not part of this Agreement.
E. Independent Contractors. MFIM and the Plan Sponsor are independent contractors to one
another. Nothing in this Agreement shall be construed to create a partnership,.joint venture
or agency relationship between both parties.
F. Force Majeure. Neither party shall be in default or otherwise liable for any delay in or
failure of its performance under this Agreement where such delay or failure arises by reason
of any act of God, or any government or any governmental body, acts of the common enemy,
the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control
of such party.
G. Notice. All notices, including notices of address changes, required to be sent hereunder shall
be in writing and shall be deemed to have been given when mailed by registered or certified
mail, postage prepaid to the appropriate address below:
With respect to any service or process or legal notice:
Mesirow Financial Investment Management, hie.
353 N. Clark Street
Chicago, IL 60654
Attn: Investment Strategies department
Including a copy to MFIM General Counsel at:
Mesirow Financial
353 N. Clark Street
Chicago, IL 60654
Attn: General Counsel
With respect to notice to Plan Sponsor:
The address and individual identified in the Exhibit A.
Agreement Number 153379 6 Mesirow Financial Confidential Information
H. Severability. In the event that any provision of this Agreement is held invalid by a court
with jurisdiction over the parties, such provision shall be deemed to be restated to be
enforceable, in a manner which reflects, as nearly as possible, the intent, and economic effect
of the invalid provision in accordance with applicable law. The remainder of this Agreement
shall remain in full force and effect.
Waiver. The waiver by either party of any default or breach of this Agreement shall not
constitute a waiver of any other or subsequent default or breach.
J. Modification. No representation or promise hereafter made, nor any modification or
amendment of this Agreement shall be binding unless in writing and executed by duly
authorized agents of both parties.
K. Counterparts. 'this Agreement must be executed with the signature of Plan Sponsor and
MFIM and may be executed in multiple counterparts, each of which shall be deemed binding
for all purposes hereof.
L. Assignment. Neither party may assign this Agreement nor any of the rights or obligations
granted hereunder without the other party's prior written consent.
M. Governing Law. Except to the extent preempted by Federal law, this Agreement shall be
governed by and construed in accordance with the laws of the State of Illinois, without
reference to its conflicts of law principles. ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT, INCLUDING ARBITRATION PROCEEDINGS,
SHALL BE SO GOVERNED AND SHALL BE INSTITUTED IN COOK COUNTY,
ILLINOIS, U.S.A. THE PARTIES HEREBY AGREE TO SUBMIT TO THE
JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN COOK COUNTY,
ILLINOIS FOR ANY ACTION OR PROCEEDING.
N. Survival. The terms of Section 2, Fees; Section 3, Term and Termination; Section 4
Indemnification; and Section 5, General Provisions shall survive the expiration or termination
of this Agreement.
O. Authority. The person signing this Agreement on behalf of each party has been properly
authorized and empowered to enter into this Agreement.
P. Entire Agreement. Any Exhibit to this Agreement is hereby incorporated into and forms a
part of this Agreement. This Agreement, and any Exhibit hereto, constitutes the complete
agreement between the parties and supersedes all previous or contemporaneous agreements,
proposals, marketing materials, understandings, and representations, written or oral, with
respect to the subject matter addressed herein. The "Background" included at the beginning
of this Agreement is hereby incorporated into this Agreement by this reference thereto.
Q. Limitation. Nothing in this Agreement shall limit any rights the Plan Sponsor may have
under applicable securities laws.
SECTION 6: ACKNOWLEDGEMENT, ACCEPTANCE AND AGREEMENTS
Notwithstanding the Services provided under this Agreement, Plan Sponsor acknowledges, understands,
and agrees that:
Agreement Number 153379 7 Mesirow Financial Confidential Information
A. MFIM has not provided assistance or exercised any discretion or authority, and will not
provide assistance or exercise any discretion or authority, with respect to the Plan Sponsor's
selection of the Service Provider or the overall line-up of investment options made available
by the Service Provider.
B. MFIM is responsible only for providing Plan Sponsor with the Services specifically set forth
in this Agreement and not any other services.
C. MFIM has no authority or responsibility with respect to: (i) the implementation of the Elite
List by the Plan Sponsor; (ii) Service Provider's selection, monitoring, retention, or
termination of asset classes or investment options available by the Service Provider; (iii) the
management, administration, valuation, monitoring, or custody of assets of the Plan (other
than monitoring of the investment options included in the Elite Lists); (iv) the execution of
any transactions involving Plan assets; (v) the allocation of Plan assets among investment
options; (vi) any investment decision of any nature whatsoever of the Plan Sponsor,
investment manager, participant or other person with respect to the Plan; (vii) the
performance of any investment manager; (viii) the failure of any investment manager to
adhere to any of its policies and procedures governing investments; (ix) any change in value
in any or all of the Plan's assets; or(x) any suitability determinations.
D. Neither MFIM nor the Service Provider shall have any discretionary authority for the
selection of the investment options offered under the Plan, and the Plan Sponsor shall retain
all discretionary authority for determining the Plan's investment options.
E. Plan Sponsor shall select at least one investment option from and maintain investment options
in each of the five Core Asset Classes on the Elite List or this Agreement shall terminate
immediately in accordance with Section 1.
F. It is solely the responsibility of Plan Sponsor to select and retain the Service Provider and to
determine the appropriate mix and number of asset classes and investment options to be made
available under the Plan.
G. The Service Provider has agreed to provide certain administrative and other services to
facilitate the Services provided by MFIM hereunder. MFIM's performance under this
Agreement is conditioned upon its receipt of those services by the Service Provider. The
parties agree that in providing services to the Plan or the Plan Sponsor to facilitate the
Services of MFIM, the Service Provider is not providing investment advice or otherwise
acting as a fiduciary with respect to the Plan.
H. MFIM may provide consulting and other services to the Service Provider with respect to
various matters, including the services provided by the Service Provider relating to the
availability of investment options offered to Plan Sponsor, as those Services are contemplated
herein and for which MFIM receives compensation from the Service Provider.
In performing the Services, MFIM is not required to take into account, and will not have
taken into account, any company stock fund, self-directed brokerage option, or any other
investment options outside of the standard investment options offered by the Service
Provider. MFIM will not have any responsibility with respect to such company stock, self-
directed brokerage option, or other non-standard investment options, and all decisions or
actions with regard to such options shall be the sole responsibility of Plan Sponsor.
Agreement Number 153379 8 Mesiroc Financial confidential In formation
J. Services provided under this Agreement do not guarantee investment results which are better
than those which could be obtained without the Services and do not otherwise guarantee
future results.
K. Services performed hereunder by MFIM will be based upon the information provided to
MFIM by the Service Provider and Plan Sponsor, including, but not limited to, financial and
other information relating to the investment options available under the Plan.
L. Plan Sponsor agrees to review, at least annually, the demographic of the Plan or other
information necessary to determine the appropriateness of the Elite List chosen and make
changes as necessary.
IN WITNESS WHEREOF, the parties have entered into this Advisory Services Agreement, and will be
legally bound by it, as of the Effective Date; provided, however, that this Agreement shall not become so
binding on MFIM unless and until a copy hereof executed by Plan Sponsor is submitted to MFIM.
Plan Sponsor N nie: (j 1 04 (0,./..PAP I , sN
By: /� - �
Name: ✓4/'�1G j (� IW!'/1°P
Title: /0(// 0 1e
Date: *S/72612—
Mesirow Financial Investment Management, Inc.
r1
By:
Name: Michael Armin
Title: Senior Managing Director
Effective as Dated by Plan Sponsor above
Agreement Number 153379 9 Mesirow Financial Confidential Information
Mesirow Financial Investment Management,Inc.
Advisory Services Agreement
EXHIBIT A
Effective Date:
Plan Sponsor: c,11 01 Car1'iMNI r T N
Plan: Dpte tilt) COVapANSabi Ovt Pf1 A 0f iL Ct7 0f- Ca)e-i° 2tAci a.,.ek.
Notice to Plan Sponsor:
Name: l I�y 0+ CA! vflr1
Address: CAP Ctrl c Seto-dJ'P
Car. fs I , / N 40 °31,
Attn: eaJ'bAd'A ii . Laval
Agreement number 153379 10 Mesirow Financial Confidential Information
RESOLUTION NO. BPW 11-21-12-08
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND
SAFETY RATIFYING MAYORAL SIGNATURE ON CONTRACT
WHEREAS, the executive officer of a municipality has the right and authority under
Indiana law to enter into contracts on behalf of the municipal corporation; and
WHEREAS, due to the exigencies of time, City of Carmel Mayor James Brainard
executed certain contracts with Mesirow Financial Investment Management, Inc. ("Contract"),
attached and incorporated herein as Exhibit "A"; and
WHEREAS,the City of Carmel Board of Public Works and Safety now desires to ratify
the above actions of Mayor Brainard and to adopt the same as an act of the Board.
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of
the City of Carmel, Indiana, that:
1. The foregoing Recitals are incorporated herein by this reference.
2. The actions of Mayor James Brainard in executing the Contract are hereby ratified
and such actions are hereby approved and adopted by the Board as its own.
Approved and adopted this , I day of /4/D✓ , 2012.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
/ I
P s Brainard, Presiding Officer
Date: / " /
Lori S. Watso., ems;r
Date: II _ I
Mary • nn Bur ,e, ember
Date. / M -
a - 1 d,
ATTEST:
14.AL/C4
Diana
Cordray, IAM , •lerk-Treasurer
Date: I I- a-1 j .y