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HomeMy WebLinkAboutHR15-220 - Original - HYAS Group, LLC - Contract - 07/01/15 I Records ernefti4 gCE O T w,sHl aro � + Document "Q .. ���I CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: HYAS Group, LLC Vendor Number: JD Edwards Number Contract Number: HVINS-1'a' ?"U This is assigned by City Clerk's Office Project Name: Hyas Group Consultant Servies Agreement Renewal Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 7/1/2015 Termination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: B. Fowler Department., Human Resources Detail: (i.e. address, location, parcel number, tax id, etc.): S:Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 T. CONSULTANT SERVICES AGREEMENT between the City of Kent and Hyas Group, LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Hyas Group, LLC organized under the laws of the State of Oregon, located and doing business at 108 NW gth Avenue, Suite 203, Portland, Oregon (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: • Investment Performance Monitoring: Contractor will conduct quarterly performance reviews for the City of Kent 457 Deferred Compensation Plan • Investment Manager and Plan Administration Provider monitoring and due diligence: Contractor will monitor key staffing changes, regulatory and legal issues, the organizational stability and the financial positions of the firms providing investment management and plan administration services to the 457 Plan. • Investment Manager Search and Selection: Contractor will perform searches for investment managers to supplement or replace existing Plan investment managers as directed by the Committee. • Investment Policy Statement: Contractor will review and assist with maintaining the Plan's Investment Policy Statement. • Education/Communication and Training: Contractor will provide comprehensive guidance to the Committee and Plan Administrator to assist their administration of the Plan. • Co-Fiduciary Role: Contractor agrees to serve as a co-fiduciary to the City's 457 Deferred Compensation Plan • Ongoing support and response to informational requests assigned by the City. • Request for Proposal Project: RFP for third party administration services to begin 3Q 2015 and conclude 2Q 2016 (See Attachment A for Scope of Services). CONSULTANT SERVICES AGREEMENT- 1 (Over$10,000) Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Upon the effective date of this Agreement, Consultant shall complete the work described in Section I within each quarter. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, not to exceed the following amounts per calendar quarter for the services described in Section I of this Agreement, excluding the RFP for Third Party Administrator Project, which is addressed in Item C. below: Term Annual Fee Calendar Quarter Invoice July 1, 2015 - June 30, $38,000 $9,500 2016 July 1, 2016 - June 30, $39,000 $9,750 2017 July 1, 2017 - June 30, $40,000 $10,000 2018 This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated as noted in the above chart. B. The Consultant shall submit quarterly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Additional payment to conduct Request For Proposal (RFP) and selection process for Third Party Administration Project: In addition to the subsection A compensation, the Consultant shall submit four quarterly payment invoices, not to exceed the amount of $10,000 per quarter for a total of $40,000, to the City for work performed beginning in 3Q 2015 and concluding 2Q 2016 to issue a request for proposal and lead a selection process to hire a third party administrator for the City's deferred compensation (457) program. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. CONSULTANT SERVICES AGREEMENT- 2 (Over$10,000) IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement, VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. CONSULTANT SERVICES AGREEMENT- 3 (Over$10,000) The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit #1 attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. CONSULTANT SERVICES AGREEMENT- 4 (Over$10,000) i XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the.City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. CONSULTANT SERVICES AGREEMENT- 5 (Over$10,000) I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. XIV. ADDITIONAL TERMS. A. Amendment to Original Consulting Services Agreement. See Attachment B for the Hyas Group's Additional Terms as required by the Securities and Exchange Commission for consulting services. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: By _ f By. F (signature) }} (signature) Print Name: Dale Parker ,PrinGN,ame': Suzette Cooke Its Managing Partner, COO Jts' Mayor (title) r DATE: May 28, 2015 DATE: rf I CONSULTANT SERVICES AGREEMENT- 6 (Over$10,000) NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Gregory T. Settle Becky Fowler Senior Consultant City of Kent Hyas Group 220 Fourth Avenue South 108 NW 91h Avenue, Suite 203 Kent, WA 98032 Portland, OR 97209 (253) 856-5290 (telephone) (971)634-1505 (telephone) (253) 856-6270 (facsimile) (971) 275-1856 (facsimile) asettle@hyasgroup.com APPROVED AS TO FORM: f t Kent Law Department ]In this field,you may enter the eladenic filepeth where the conlract has been saved] '. CONSULTANT SERVICES AGREEMENT- 7 (Over$10,000) i DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this 28{ f`F ;day of May 2015 . By: .� t Dade Parker For: Hyas Group, LLC Title: Managing Partner, COO Date: May 28, 2015 EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY.COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of 20 By:--- For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 ATTACHMENT A CITY OF KENT, WASHINGTON DEFERRED COMPENSATION PLAN Third Party Administrator(TPA) Request for Proposal(RFP) Project Scope of Work Initial planning and coordination • Discuss and finalize goals and objectives and establish formal timeline • Identify roles and responsibilities Committee training,education and orientation • Provide training on modern defined contribution plan design,features and services • Benchmark current Plan to "State of the Art"in DC industry Lead RFP goal and design discussion with Committee Data gathering and RFP document issuance • Collect data and distill important information for the compilation of the RFP • Create draft of RFP encompassing data and goals and objectives • Discuss and finalize RFP document • Release RFP to TPA Industry • Respond to interested TPA questions and data requests Collect and analyze RFP responses • Collect RFP response and related materials • Organize information and begin RFP analysis Finalize RFP analysis report and send to client Meet with Committee to review analysis, make recommendations and select finalists • Schedule interviews with finalist vendors if necessary Provider interview sessions(if required) • Notify finalist vendors of interview requirements and evaluation criteria • Provide Committee with interview format and evaluation criteria • Facilitate interview session by tracking time and providing direction to all parties • Provide recommendations and post interview analysis • Assist in arriving at final TPA selection decision Final negotiations and contract preparation • Contact selected TPA to finalize any interview and/or offer specifics • Draft and/or review proposed contract language • Work with TPA and City to finalized contract language • Prepare investment option evaluation and recommendation report,if needed • Meet with Committee to finalize the investment menu changes,if needed Transition planning and assistance • Work with TPA and City to establish timeline and outline responsibilities • Coordinate communications between the City,the TPA and other service providers • Facilitate regular transition discussions • Review all participant communication materials • Evaluate investment mapping and investment related materials as needed • Monitor timeline and task completion Hyas Group,LLC • 108 NW 91h Avenue,Suite 203,Portland,Oregon 97209 • ph:971-634-1500 fx:971-275-1856 caaua ATTACHMENT B AMENDMENT TO ORIGINAL CONSULTING SERVICES AGREEMENT City of Kent and Hyas Group,LLC ADDITIONAL TERMS: 8.1 Proxy Voting. We do not exercise proxy voting authority over client securities. The obligation to vote client proxies at all time rests with you. However,you are not precluded fiom contacting us for advice or information about a particular proxy vote. However,we will not be deemed to have proxy voting authority as a result of providing such advice to you. Should we inadvertently receive proxy information for a security held in the Plan's account,we will immediately forward such information to you, but we will not take any further action with respect to the voting of such proxy. Upon termination of this Agreement, we will make a good faith and reasonable attempt to forward proxy information inadvertently received by us on your behalf to the forwarding address you provide to us. 8.2 Risk. You recognize that there may be loss or depreciation of the value of any investrment due to the fluctuation of market values. You represent that no party to this Agreement has made any guarantee, either oral or written,that the Plan's investment objectives will be achieved. We will not be liable for any error in judgment and/or for any investment losses in the absence of malfeasance,negligence or violation of applicable law.Nothing in this Agreement will constitute a waiver or limitation of any rights,which you may have under applicable state or federal law,including without limitation state and federal securities laws. 8.3 Confidentiality. In connection with the performance of our services under this Agreement,we will hold any confidential information received from you in strict confidence.We will not disclose such information to any third party,except in compliance with our privacy policy,as necessary to perform our services on your behalf, or as required by law.You also agree that you will respect the proprietary nature of our work product,and only disclose our advice,reports and recommendations to others in a manner consistent with the intended purposes of our engagement. 8.4 No Waiver.No waiver of rights under this Agreement or the Scope of Work hereunder by either party shall constitute a subsequent waiver of this or any other right under this Agreement. 8.5 Severability.In the event that any of the terms of this Agreement or any Scope of Work hereunder or the performance of any obligation by either party thereunder becomes or is declared to be illegal by any court of competent jurisdiction or other governmental body,such term(s) shall be null and void and shall be deemed deleted from this Agreement or the Scope of Work.All remaining terms of this Agreement shall remain in full force and effect. 8.6 Acknowledvement of Receipt of Part 2 Form ADV. Client acknowledges that it has received and has had an opportunity to read Consultant's firm brochure(Form ADV, Part 2A) and applicable brochure supplements(Form ADV, Part 2E)prior to,or at the time of, entering into this Agreement. 8.7 Acknowledgement of Receipt of Privacy Notice. Client acknowledges that it has received and has had an opportunity to read Consultant's privacy notice prior to, or at the time of,entering into this Agreement. 8.8 408(b)(2)Service Provider Disclosure. In compliance with the Department of Labor regulations under ERISA sec.408(b)(2), concerning service provider fee disclosures,we believe the standard Hyas Group service agreement complies with said regulation. We are considered a"covered service provider"as we are providing services to the Plan as a registered investment advisor under the Investment Advisors Act of 1940. Our CRD number 149122 and our SEC File number is 801-69938, i I City.of Kentl. Hyas Group,LLC Signature: d / f+t� /. ., ..., L..Signare: e , . ..... _ ..... , ... _...... ........ . . .. .. ...... Name f8u tte Cooke Name Dale Parker ...... .............. _. .. ,.... Tit (A4a or Title. Managing Partner,COO Date: June 19,2015 Date: ... Phone 253 856.5720 Phone (971)634 1502 Mobile Mobile (503)869 6081 .. ..... .. Fax... . Fax: (971)275-1856 ..........., .. .. ..... ... ............. .............................. .......... Email. scooke@kentwa.gov Email. dparker@hyasgroup.com ----------- ... ............. .. . Mailing Address: Mailing Address City of Kent Hyas Group,LLC ! 220 4"Ave S j 108 NW 9"i Avenue, Suite 9203 Kent, WA 98032 Portland,OR 97209 I . .fO�& D�ATE(MMIDPNYYY)C CERTIFICATE ]CA oUA ILITY INSURANCE 7/25/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND TS CONFERS NO RIGH UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED EY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED RF,PREBENTATIVE OR.PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the polleyHos)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an Ondorsemcnt, A statement on ibis cordflcete does not confer rights to the aorl"Imete holder in lieu of such endorsements. PRODUCER CONTACT Michelle Pelletier AISI dba Pan American Insurance Agency, Inc. PHONE " 03.6)286-5960 ��X N .'(nTc)sas-asss ' CA License k OF89850 E-+dal D R 5 PO HOX 13792 _INSURERI8 AFFORD NO COVERAGE T-... NAIC9 Sacramento CA 95853 INSURER A:HartPOrd Casualty Ins Company_ 29424 INSUREn INSURER-e:AXIS Su lus Insurance Com an Hyas Group, LLC INsunER c;Sentin�el- Insurance Company I100 108 NW 9th Ave INsuRERD: Ste 203 INSURER III �� Portland - OR 97209 ws REa F: COVERAGES CERTIFICATE NUMBER:CL1972545651 REVISION NUMBER: THIS fS-TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO 71-IE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVOTHST'ANDfNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VVrIICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCRPOLICIE5.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, PQIVMED TYPL OP INSURANCE ADU DH POLICY NUTABER "MM10[CifIGFFDYyYLIMITS LIABILITY EACH OCCURRENCE 3 2(000,D00ERCIAL GENERAL LIABILITYPR E Eo oeei vertu 3 300,000 LAIMS-MADE MXOCCUR $7SBAUY4351 A/1/2 D34 S/1/2015 MEO EXP(An one arson) 5101000 PERSONAL R ADVINJURY 9 2,000,000GENERALAGGREGAIE S 4,000,D00 REGATEAMITAPPLIES PER: PRODUCTS-COMRIOP AGG S 4,000,000 Y PRO- LOC S UE LIABILITY aMRINBO WNGL-LIMIT2 ODO 000 UTO BODILY INJURY(Per person) S ,,,_,. AUTOSI)I FO 7SBAUY9351 /S/2014 8/1/2035 BODILY INJURY(Per scclae0q S AUTOS X NON-OWNED PROPL`RTY DAMAGE AUTOS er accklo S Uh10RELLA Llqe OCCUR EACH OCCURRENCE S _ EXCES9.LIAR CLAIMS.MAPC AGGREGATE S TANO�EMPLOYERS'LIAMILITY .RETENTIDNS .S RS COMPENSATION WCSTAIU- OTH� PLOYERS'LIARILITY XPRIETORIPARTNER/EXECUTIVE YIN 7WECZV5493 A/15/2034 4'/15/2015IMEMSER EXCLUDED? NIA E.L.EACH ACCIDENT S 1 OOO QOO ry In NHl E.L.DISEASE-EA EMPLOYE 5 1 000 000 TION OdOTIaN OF OPERATIONS below E.C.DISEASE,POI.ICY LIMIT 3 1 000 000 ssional Liability SN7B9857 R/1/2019 6/1/2015 AWO.We each lose $100,000 s Made 8orm - S39W,IXm a90regala Retention DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Allach ACORD 101,AVU111011al Rumnrh.Schoqula,II mom npaca is mqulrod) City of Kent is named as additional insured as respects the general liability policy if required by a written contract, per form SS 00 08 04 05 attached, CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOtn BE CANCELLED BEFORE THE EXPIRATION DATE ILL BE DELIVERED IN City Of Kent: ACCORDANCE WITH THE P Attn: Becky Fowler 220 fourth Avenue South AUTHORILEOREPRESGNTATIVE Kent, WA 98032 Steve Mart EL '.�' =J�'� �.Y-'-°�'-'+ ACORD 20(2010/05) ©1988.2010'ACORD CORPORATION. All rights reserved, " INS025(201005101 The ACORO name and logo are registered marks of ACORD '.. I ' i iAdditional lnsured, BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or It. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partnor or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. - b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is temporary custody of our property if you also an insured, but only with respect to liability Y Y Y arising out EQh,e operation of the equipment,and die,but only: only if no o nsurance of any k'md is available (1) With respect to liability arising out of the to if t n r organization for this liability. maintenance or use of that property;and Now v r person or organization is an insured (2) Until your legal representative has wit s to: been appointed. a dily injury" to a co-"employeo" of the d, Legal Representative If You Die N erson driving the equipment;or Your legal representative if you die, but "Property damage" to property owned by, only with respect to dutles as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this Insurance. an Insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary there Of With respect to watercraft you do not own that yours which is a legally incorppx is less than 51 feet long and is not being used of which you own a financ• of to carry persons for a charge,any person is an more than 50% of the v '� c on the insured while operating such watercraft with effective date of this Cov a , your permission. Any other person or The insurance -affor ein for any organization responsible for the conduct of subsidiary not ow in e Declarations such person is also an insured, but only with to respect to liability arising out of the operation as si i as not apply Injury or damage It h respect to which an In the watercraft, and only a no other insured under thl insurance is also an Insurance rg any kind it available to that insured under another policy or world be person or organization for this liability. an insured under such policy but for its However, no person or organization Is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily Injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage"to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will quality as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a,through I. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier;and Form SS 00 08 04 05 Page 11 of 24 , j ,Additional, Tnsurcd j BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (a) Any failure to make such permit Issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional Insured on your agreed to make or normally policy, provided the injury or damage occurs uhdertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; Insured under this provision only for that (fl Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However,no such person or organization Is an at the vendor's premises in additional insured under this provision if such connection with the sale of the product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or rain by you, have been labeled Including all persons or organizations added or relabeled or used as a as additional insureds under the speciffc container, part or Ingredient of any additional Insured coverage grants in Section er thing or substance by or for F.—Optional Additional Insured Coverages tit ender;or a. Vendors Bodily injury" or "property Any persons)or organliation(s) Qefo ed to negligence arising out of the sole below as vendor), but only with respect to negligence of the vendor for its awn acts or omissions or these of "bodily Injury" or "property damage.' arising out of "your products" which are distributed its employees or anyone also or sold in the regular course of the vendor's acting on its behalf. However,this business and only if this .Coverage Part exclusion does not apply to: provides coverage for "bodily Injury" or (1) The exceptions contained in " Subparagraphs{d)or(f);or property damage" Included within th "products-completed operations hazard" (it) Such inspections, adjustments, (1) The insurance afforded to th r tests or servicing as the vendor is subject to the followinbi iti no, has agreed to make or normally exclusions: o undertakes to make in the usual This insurance dons �pfto: course of business, in connection with the distribution (a) "Bodily IN4- y "property, or sale of the products, damage" tothe vendor is (2) This Insurance does not apply to any obligate damages by insured person or organization from reason e assumption of whom you have acquired such products, liability in contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering Into, accompanying or liability for damages that the containing such products, vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (o) Any physical of chemical change with respect to their liability for"bodily in the product made intentionally injury", "properly damage" or "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except whon maintenance„ operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 %hdditional Insured BUSINESS LIABILITY COVERAGE FOAM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for o. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, ibis of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;of (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that pieted operations hazard". premises;or t. Anlat er arty (b) Structural alterations, new ( other person or organization who construction or demolition ° an Insured under Paragraphs a, operations performed by or on through e, above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor,but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "perso on your behalf: and advertising Injury"caused,in w. (a) In the performance of your or in part, by your acts or omis ' o ongoing operations; rho acts or omissions of those e11 (b) In connection with your premises yourbehalf: t owned by or rented to you;or (a) In connection wit emises; (c) In connection with"your work"and or Included within the "products- (b) In tha p e of your completed operations hazard",but ongoin e s performed by only if you or o ehalf. (I) 'rho written contractor written (2) With respect t- the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (11) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you,including: (2) With respect to the insurance afforded (a) The preparing, approving, of . to these additional insureds, this failure to prepare or approve, insurance does not apply to: reaps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services,including: activities. Form$S 00 08 04 05 Page 13 of 24 C4dditional Insured BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not j failure to prepare or approve, apply to "property damage" to promises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the ' change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supotvlsory, Inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever 1 aclivities, applies,the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this Insurance applies when other Liability and Medical Expenses Limit shown in insuiance is available to an additional Insured the Declarations. Is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an Insured with shown in IN Declarations. respect to the conduct of any current or past 4, personal n dvertlsing Injury Limit partnership, joint venture or limited liability Subj . ,above,the most we will pay for company that is not shown as a Named insured in th ha fall damages because of all the Declarations. e e 1 and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENIS a person or organization is the Personal LIMITS OF INSURANCE dvertising Injury Limit shown in the Y. The Most We Will Pay eclaratiens. mage To Premises Ranted To You Limit The Limits of Insurance shown In the Da Declarations and the rules below fix the mos The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business a. Insureds; Liability Coverage for damages because of "property damage"to any one premises,while b. Claims made or"suits"broughteo ;� rented to you,or in the case of damage by fire, e. Persons or Organizations qp ' lightning or explosion, while rented 10 you or bringing"suits _ temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or a. Damages beta odily injury" and explosion,the Damage to Premises Rented To "property dam Included in the You Limit applies to all damage proximately "products-complet operations hazard"Is caused by the same: event, whether such the Products-Completed Operations damage results from fire, lightning or explosion Aggregate Limit shown in the or any combination of these. Declarations, 6. Plow Limits Apply To Additional Insureds b. Damages because of all other. "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising Injury", including medical underthis Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises Involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not In whose connection Is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Pogo 14 of 24 Form SS 00 08 04 05 '.. Additional Insured! BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". Flowever, this other information; paragraph does not apply to the Medical Expenses l (3) Cooperate of he in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit";and separately to each consecutive annual period and to (4) .Assisi us, upon our request, in the any remaining period of foss than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply, deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No ins ed will, except at that insured's own GENERAL CONDITIONS cost, v tarily make a payment, assume any o a n, or incur any expense, other 1. Bankruptcy Ih aid,without our consent. Bankruptcy or insolvency of the insured or of e. d net Insured's Other Insurance the insured's estate will not relieve us of our a cover a claim or "suit" under this obligations under this Coverage Part. overage Part that may also be covered 2. Duties in the Event Of Occurrence, by other insurance available to an Offense,Clain Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "sult" to the other insurer for defense and Indemnity. You or any additional Insured must see t It that we are notified as soon However,this provision does not apply to practicable of an "occurrence" o the extent that you have agreed in a offense which may result in a of o written contract, written agreement or the extent possible,notice sho8(f� cl e: permit that this insurance is primary and 0 non-contributory with the additional 0) How, when and whet- rrence" nsured'sown insurance, or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names an _ _r as of any ClaimprSuif injured pars ns d nesses;and Paragraphs a. and b. apply to you or to (3) The nature n tion of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"o of known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional Insured must insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured Is a corporation; It that we receive a written notice of the (5) Any trustee, If you or an additional claim or"suit"as soon as practicable. Insured Is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official,if you Insured or an additional Insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 16 of 24 i )Additional 1ns.ure4 BUSINESS LIABILITY COVEnAGE FORM i This Paragraph f, applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3, Financial Responsibility Laws b. Unintentional Failure To Disclose t a. When this policy is cortified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception data of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "properly damage"liability will coverage under this Coverage Part comply with the provisions of the taw to because of such failure. the extent of the coverage and limits of 7. Other Insurance Insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this provide any liability, uninsured motorists, Coverage Part, our obligations are limited as underinsured motorists, no-fault or other follows: coverage required by any motor vehicle a. Primary Insurance law. We wilt provide the required limits for This In once is primary except when b. those coverages. below, to ' S. If other insurance is also 4. Legal Action Against Us pri will share with all that other No person or organization has a right under I e by the method described in c. this Coverage Form: to a. To join us as a party or otherwise bring us xcess Insurance Into a "suit" asking for damages from an his insurance is excess over any of the insured;or other insurance', whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have boon fully compiled (1) Your Work with. That is Fire, Extended .Coverage, A person or organization may sue us to roc Builder's Risk, Installation Risk or on an agreed settlement or on a final ju n simllar coverage for"your work"; against an insured; but we will nol�, no ab r (2) Premises Rented To You damages that are not payable urdds� s of this insurance or that are of the That is fire, lightning or explosion applicable limit of lasu anp. n agreed insurance for premises rented to you settlement means a so to a release of or temporarily occupied by you with liability signed by us, o ured and the permisslon of the owner; claimant or the claim opresentative. (3) Tenant Liability 5, Separation Of Insur s That Is insurance purchased by you to Except with respect to the Limits of Insurance, cover your ][ability as a tenant for and any rights or duties spociffeally assignod "properly damage"to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each Insured against whom or use of aircraft,"autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g.of Section A.-Coverages. 6. Representations a, When You Accopt This Policy (5) property Damage To Borrowed Equipment Or Use of Elevators By accepting this policy,you agree; It the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion K of Section A.— representations you made to us;and Coverages. Page 16 of 24 Form SS 00 08 04 05 ;Additional Insured BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the toss, if any, that That Is other Insurance available to exceeds the sum of; you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss;if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of This Coverage Part. apply to other insurance available to c. Metho Of Sharing any person or organization who is an If all ocher insurance permits additional insured under this Coverage con o y equal shares,we will follow Part; t i ed also. Under this approach, (a) Primary Insurance When c surer contributes equal amounts Required By Contractdl it has paid its applicable limit of This insurance is primary if you 1 isurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that e If any of the other Insurance does not permit this insurance be primary. If other , contribution by equal shares, we will insurance is also primary, we wilt contribute by limits. Under this method,each share with all that other insuranc insurer's share is based on the ratio of its by the method described i applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Con. b 8. Transfer Of Rights Of Recovery Against To Other Insttr�. en Others To Us Required By Co r a. Transfer Of Rights Of Recovery 11 you have g e a written If the insured has rights to recover all or contract, wr' reement or part of any payment, including permit at th Insurance Is Supplementary Payments, we have made primary -contributory with under this Coverage Part, those rights are the ad tonal insured's own transferred to us. The insured must do nsurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b)do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we Insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 4ddational Insured BUSINI_SS LIA131LITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured-Grantor OfPranchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional Insured one or more of the following Optional Additional the parson(s) or orgonization(s) shown in the Insured Coverages also apply. When any of these Doderations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you, by Written Contract, Written.Agreoment or Permit) 4, Additional Insured - Lessor Of Leased of Section C, Who is An Insured,does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C.is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business Insured the persons) or organizations) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insurod — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with.respect to liability for"bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, In whole or amended to include as an additional Insured in part,. your maintenance, operation or the person(s) or organization(s) shown In the use of o ' ment leased to you by such Declarations, but only with respect to liability pe organization(s). for "bodily injury", 'properly damage" or b. pact to the insurance afforded to "personal and advertising Injury" caused, in e additional insureds, this insurance whole or in part, by your acts or omissions or as not apply to any 'occurrence"which the acts or omissions of those acting on yourAlalos place after you cease to lease that behalf: equipment. a. In the performance of your ongoing Additional Insured � Owners Or Other operations;or interests_ From Whom Land Has Been b. In connection with your premises owne Leased by er rentod to you, a. WHO IS AN INSURED under Section C.is 2. Additional insured - Managers Or amended to include as an additional Of Promises insured the person(a) or organization(s) a. WHO IS AN INSURED under C. Is shown In the Declarations as an Additional amended to include a&ans Insured Insured—Owners Or Other interests From the persons)or orgaRovvn In the Whom Land Has Been Leased, but only Declarations as an Insured - with respect to liability arising out of the Designated Po on;but only ownership,maintenance or use of that part with res act toof the land leased to you and shown in the p V ing out of the Declarations. ownership,mainte nee or use of that part of act to the insurance afforded to 6. With respect the promises lease to you and shown in the p Declarations, these additional insureds, the following b. With respect to the Insurance afforded to additional excluslons apply; these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to he a tonant in that construction or demolition operations premises;or performed by or on behalf of such person or organization. (2) Structural alterations; new construction or demolition operations a, Additional Insured - State Or Political performed by or on behalf of such Subdi0slon—Permits person or organization. a. WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Additional Insuredf BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any fallure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the.vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the Insurance afforded to business, in connection with the these additional insureds, the following distributlon or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises ie arising out of operations performed for connection with the sale of the the state or municipality;or product (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you,have been labeled included in the "product-completed or relabeled or used as a operations"hazard. container, part or Ingredient of any 7. Additional Insured—Vendors Vher thing or substance by or for a. WHO IS AN INSURED under Section C.is Vendor;or amended to Include as an additional dily Injury" or "property insured the per'son(s). or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional insured - own acts or emissions or those of Vendor, but only with respect to "bodily 3 is employees or anyone else injury" or"property damage" arising out of t acting on its behalf. However,this "your products" which are distributed- or exclusion does not apply to; sold in the regular course of the vendor's {I) The exceptions contained In business and only if this Coverage Part Subparagraphs(d)or(f);or provides coverage for "bodily injury" o "properly damage" included within (If) Such inspections, " adjustments,tests or servicing products-completed operations haze ". b. The insurance afforded to the n s as the vendor has agreed to subject tothofollawingadd[tl ns: make or normally undertakes to make in the usual course of (1) This insuraneo dens tic no business, in connection vdth (a) "Bodily inj 'property the distribution or sale of the damage" fa' e vendor is products. oblige e y damages by (2) This Insurance does not apply to any reason tte assumption of insured person or organization from liability inj contract or agreement, whom you have acquired such This exclusion does not apply to products, or any Ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional Insured in the product made intentionally the person(s) or organization(s) shown to the by the vendor; Dodaratione as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 0405 Page 19 of 24 ! i ' j ;Addil:ional Insured,' BUSINESS LIABILITY COVERAGR.PORM i if This insurance does not apply to structural The limits of insurance that apply to additional r, alterations, new construction and demolition Insureds are described in Section D. •- Limits Of operations performed by or for that person or Insurance. j organization, How this insurance applies when other insurance g, Additional insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Pomon Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C,is Conditions. amarrdod to include as an additional 0, LIABILITY AND MEDiCAL EXPENSES insured the person(s) or organization(s) DEFiNITIONS shown in the Declarations as an Additional Insured—Owner,Lessees Or Contractors, 1• "Advertisement" means the widespread Public but only with respect to liability for"bodily dissemination of information or images that injury", "property damage" or "personal Na the purpose of inducing the sale of goods, and advertising Injury"caused,In whole or products or servioes through: In part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your behalf: (2) Television; (1) In the performance of your ongoing {3) Bill rd;(4) M az e; operations for the additional insured(s);or (5 spapo (2) in connection with "your work" b. a ernet, br;ut only that part of a web performed for that additional Insured that Is about goods, products or and included within the "products- erv)ces for the purposes of Inducing Ilia completed operations hazard", but sale of goods,products or services;or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread publicdistributicn. "property damage" Included within the However,"advertisement"does not include: "products-completed operation hazard a. The design, printed material, information b. With respect to the Insurance aff o"m or Images contained in, on or upon the these additional insureds, this i ur co packaging or labeling of any goods or does not apply to"bodily raj erty products;or damage" or "personal ertlsing b. An interactive conversation between or injury" arising out of h re Ing of, or among persons through a computer network, the failure to rend professional 2: "Advertising Idea" means any idea for an architectural, in rl or surveying "advertlsemont", services, includi 3. "Asbestos hazard" means an exposure or (1) The preparin approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form, field orders, change orders,designs or 4, "Auto" means a land motor vehicle, hailer or drawings and specifications;of semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10, Additional Insured •- Co-owner Of Insured "mobile equipment". Promises 5. "Bodily Injury"means physical: WHO IS AN INSURED under Section C. Is a. injury; amended to Include as an additional insured J. Sickness;or the person(s) or Organization(s) shown In the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and,if arising out of the respect to their liability as co-owner of the above,mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 ;Additional Insured BUSINESS LIABILITY COVERAGE FORM a. The United States of America(including its b. You have failed to fulfill file terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace,but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a,above; b. Your fulfilling the terms of the contract or c. All other parts of the world 1 the injury or agreement damage arises out of: 12, "Insured contract"means: (1) Goods or products made or sold by you a, A contract fora lease of premises. in the territory described in a.above; However,that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by lire, above, but 'rs away for a short time on lightning or explosion to premises while your business;or rented to you m temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rents You limit described in Section communication D,— i !If and Medical Expenses Limits provided the Insured's responsibility to pay f nce. damages is determined in the United States of b. Lrack agreement; America (including Its territories and y easement or license agreement, possessions), Puerto Rico or Canada, in a ncluding an easement or license "suit on the merits according to the agreement In connection with construction substantive law In such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data' means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or o. An elevator maintenance agreement;or c. Transmitted to or from @ L That part of any other contract or computer softwar s and agreement pertaining to your business applications software, h rd py disks, (Including an Indemnification of a CD-ROMS, tapes, dr ells, data municipality In connection with work processing devices r a o er media which padormed for a municipality) under which are used with cally controlled you assume the tart liability of another equipment party to pay for"bodily injury" or"property 8. "Employee" includes a "leased worker". damage"to a third person or organization, Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage"is caused, In whole or in part, by you or by those acting on your behalf. 8. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph If. includes.that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnilies a uncontrollable or breaks out from where It was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. °Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work'. that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds,tunnel, a. It incorporates "your product' or"your worl<' underpass or crossing. that Is known or thought to be detective, However, Paragraph f, does not include deficient,inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 �dd.f,tionaJ. Insured BUSINESS LIABILITY COVERAGE FORM (1) That Indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e, Vehicles not described in a,, h., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b) Giving directions or instructions, following types: or falling to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or damage;or generators, Including spraying, welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2) Cherry picker's and similar devices damage arising out of .the insureds used to raise or lower workers; rendering or failure to render f. Vehici i described in a b„ c., or d. professional services, Including those , listed in (1) above and supervisory, abo s a allied primarily for purposes inspection, architectural or n tho transportation of persons or ongineering activities. Rlyrevlor, 13. "Leased worker" means a person leased to self-propelled vehicles with the you by a labor leasing firm. under an Ilowing types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment"but firm,to perform duties related to the conduct of will be considered"autos": your businoss, "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a"temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling o primarily for: property: (a) Snow removal; a. After it is moved from the plat&w (b) Road maintenance, but not accepted for movement int an construction or resurfacing;or aircraft,watercraft or"au " (c) Street oioaning; b. While it is in or on an air torcraft or (2) Cherry pickers and similar devices "auto';or mounted on automobile or truck c. While It is bel m ad am an aircraft, chassis and used to raise or lower watercraft or"a is place where it is workers;and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 16. "Mobile equipment"means any of the fallowing 16. "Occurrence" means an accident, including types of land vehicles, Including any attached continuous or repeated exposure to substantially machinery or equipment: the some general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury"means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest,detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles,whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Farm SS 00 08 04 05 additional lnsuredj i BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from,wrongful entry Work that may need service,maintenance, into, or Invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which Is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of Its owner, The "bodily injury" or "property damage' landlord or lessor; must occur away from promises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods,products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage"arising out of: privacy; (1) The transportation of property, unless I. Copying, In your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea"orstyle of"advertisement"; or operated by you, and that condition g. Infringement of copyright,slogan,or title of was created by the "loading or any literary or artistic work, in your ui5islence g' of that vehicle by any "advertisement";or nor h. Discrimination or humiliation that results In (2) of tools, uninstalled injury to the feelings or reputation of a pment or abandoned or unused natural person, materials. 18. "Pollutants" means any solld, liquid, gaseous or n trty damage"means: thermal irritant or contaminant, Including smoke, Physical injury to tangible property, vapor, soot,fumes,acids,alkalis,chemicals and Including all resulting loss of use of trial waste, Waste includes materials to be recycled, property. All such foss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-compioted operations hazard'; physical injury that caused III or a. Includes all "bodily injury" and "pro b, Loss of use of tangible property that is not .damage" occurring away from p s physically injured. All such loss of use you own or rent and arising 0t�t f ' r shall be deemed to occur at the time of product"or"your work"exoeo. "occurrence"that caused.it. (1) Products that are stil physical As used in this definition, "electronic data" is possession;or not tangible property. (2) Work that has n y en completed 21. "SUIt" means a civil proceeding in which or abando - ver, "your work" damages because of "bodily Injury", "property will be deem e completed at the damage" or "personal and advertising Injury" earliest of the flowing times: to which this Insurance applies are alleged. (a) When all of the work called for in "Suit"includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or more than one job site. b. Any olhor alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has .been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23, "Volunteer worker"means a person who: a. Is not your"employee'; Form SS 00 08 04 05 Page 23 of 24 I Additional Tns.ured SUSIMS LIABILITY OOVERACE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you;and C. Does not Include vending machines or d. Is not paid a foe, salary or other other.proporty rented to or located for the compensation by you or anyono else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product': a. Means: a. Means: (7) Work or operators performed by you I (1) Any goods or products,other than real or on your behalf;and property,manufactured,sold,handled, j distributod or disposed of by: 1. (2) Materials, parts or equipment furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: O1 (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have qu lity, durability, performance or use acquired;and of" r work";and (2) Containers (other than vehicles), (2) !ding of or failure to provide materials, parts or equipment gs or instructions. furnished In connection with such goods or products: b. Includes: (t) -Warranties or reprosentallons made at '.. any time with respect to the fitness, quality, durability, performance or use of"your product";and. i Page 24 of 24 Form SS 00 08 04 05 i Hyas Group, LLC - Privacy Notice We, like other professionals who advise on personal financial matters are required to inform our clients of our policies regarding the privacy of client information. In the course of providing our clients with certain advice, we may receive nonpublic or personal financial information from our clients,their accountants and other representatives,such as financial statements,tax and income information and other financial information. All nonpublic or personal information that we receive regarding our clients or former clients is held in strict confidence in accordance with our professional obligations, and is not released to people outside the Firm, except with your consent or as required by law or to explain our actions to professional organizations that we are members of. We may share certain information with non- affiliated third parties who assist us in providing our services to you (such as administrative and client service functions) or marketing services,to advise you of our services,subject to the obligation of these third parties not to use or disclose such information for any other purpose. We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases to comply with professional guidelines. In order to guard your nonpublic or personal information from unauthorized disclosure, we maintain physical, electronic and procedural safeguards. Hyas Group,LLC • 108 NW 9th Avenue Suite 203,Portland,Oregon 97209 • ph:971-634-1503 fx:971-275-1856 i i I QaP,, P Form ADV Part 2A, Firm Brochure Hyas Group, LLC 1o8 NW 9th Avenue, Suite 203 Portland, OR 97209 971-634-1500 SEC File No.8o1-69938 CRD Number 149122 March 27,2015 This brochure provides information about the qualifications and business practices of Hyas Group LLC ("Hyas" or"Adviser".) If you have any questions about the contents of this brochure,please contact us at 971-634-1500 or mruppelt@hyasgroup.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Hyas Group, LLC is a registered investment adviser. Registration of an Investment Adviser does not III, imply any level of skill or training. The oral and written communications of an Adviser provide you with ',... information about which you determine to hire or retain an Adviser. Additional information about Hyas Group is also available on the SEC's website at www.adviserinfo.sec.gov. Hyas Group,ADV Part 2A March 24,2014 Item 2- Material Changes Pursuant to SEC Rules,this Brochure is reviewed on an ongoing basis for necessary revisions. The only change made to our previous annual update is an update of client assets under management referenced on page 2. Pursuant to SEC Rules,we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 12o days of the close of our business'fiscal year. We may further provide other ongoing disclosure information about material changes as necessary. We will further provide you with a new Brochure as necessary based on changes or new information,at any time,without charge. Currently, our Brochure may be requested by contacting Michelle Ruppelt,Chief Compliance Officer at 971-634-1508 or mruppelt@hyasgroup.com. Additional information about Hyas is also available via the SEC's web site www.adviserinfo.sec.gov. The SEC's web site also provides information about any persons affiliated with Hyas who are registered, or are required to be registered,as investment adviser representatives of Hyas. Hys Group,ADV Part 2A March 24,2014 Item 3 -Table of Contents Item1-Cover Page.....................................................................................................................................................................i Item2- Material Changes....................................................................................................................... ................................ii- Item3-Table of Contents.....................................................................................................................................................iii Item 4-Advisory Business.....................................................................: Item5- Fees and Compensation..........................................................................................................................................2 Item 6-Performance-Based Fees and Side-By-Side Management...........................................................................3 Item7-Types of Clients........................._................................................................................................................................3 Item 8- Methods of Analysis,Investment Strategies and Risk of Loss....................................................................4 Item9-Disciplinary Information..........................................................................................................................................5 I�'I Item to-Other Financial Industry Activities and Affiliations....................................................................................5 Item11-Code of Ethics............................................................................................................................................................6 Item12 -Brokerage Practices................................................................................................................................................6 Item13- Review of Accounts ................................................................................................................................................7 Item 14 -Client Referrals and Other Compensation.....................................................................................................8 Item15-Custody.......................................................................................................................................................................8 Item16 -Investment Discretion............................................................................................................................................8 Item17-Voting Client Securities.........................................................................................................................................8 I'I Item18-Financial Information.............................................................................................................................................9 AdditionalInformation...................................................................................................................................................._.....10 N Hyas Group,ADV Part 2A March 24,2014 Item 4-Advisory Business The Hyas Group is an independent investment consulting firm that provides services largely to institutional investors including defined contribution and defined benefit retirement plan clients along with endowments and foundations. Founded in 2008,the firm is structured as a Limited Liability Company(LLC) and is wholly owned by three senior consulting partners. The firm has only one line of business,the investment consulting business. The sole office location is in Portland,Oregon and there - are no Hyas Group parents, subsidiaries or affiliates. The Hyas Group partners have over 45 years of combined experience serving clients in an institutional investment consulting capacity and the firm has been providing investment consulting services since its founding. The Hyas Group offers a wealth of consulting experience to all major plan structures. Corporate,governmental and non-profit plan sponsors have all sought the analytical skills and fiduciary support services offered by the firm. The overall organizational structure is summarized as follows: r-- - v tgr 1 .w Advisory Services and Fees Hyas Group, LLC.("Hyas Group")provides two primary types of services, described below,through its Investment Advisor Representatives (IARs). Our clientele includes committee directed plans such as Defined Benefit Pension Plans and OPEB Trusts,and participant direct plans such as 401,403(h) and 457 Plans. - Investment Advisory Services Hyas performs a broad array of investment advisory services for its clients. Not all clients choose to receive all potential services.The potential services include,but are not limited to,review of an existing investment policy statement or assistance in creating an investment policy statement,plan performance reporting, asset allocation modeling,analysis of current investment options and portfolio structure, portfolio rebalancing and investment manager searches. 1 Hyas Group,ADV Part 2A March 24,2014 We also offer discretionary portfolio management services. When utilizing this service,as with all - clients,we work with them to create and/or review their investment policy statement,review their current asset allocation,investment manager allocation and manager performance. The ongoing manager selection and strategic rebalancing within the investment policy ranges are managed inhouse by the Hyas Group. - Advice and Consulting not Involving Securities Many of the services that Hyas Group performs for clients are not investment advisory in nature.These services include,but are not limited to,consulting with investment committees,pension plan review and analysis,fiduciary education and training, plan fee and revenue analysis,vendor search projects, and reporting on investments and pension plan results. The specific services that Hyas Group performs for a client are described in a written agreement with each client. Hyas Group currently advises approximately$13.5 billion in client assets. Hyas Group has discretion over approximately$19.5 million in client assets. Item 5 -Fees and Compensation Hyas Group charges some clients a fee based upon the size or value of assets under the advice relationship which may include portfolios that are a part of overall assets. Assets will be valued on the last day calendar quarter. Quarterly fees are calculated and charged in arrears, after services have been performed, The actual rate would vary depending upon the scope of services the client requests Hyas Group to perform. This fee is described in the written agreement entered into between the client and Hyas Group. The client acknowledges and agrees that fees payable to Hyas Group may if the client desires to do so, '.. be automatically deducted from the client's account. In cases when the advisory agreement does not span the full billing period,fees are prorated from the date of inception or through the date of termination. The Advisor or client may terminate the investment advisory agreement at any time with written notice to the advisor at their main office. Fixed Fees In some cases, Hyas Group will perform services for clients where the cost is set and agreed to with the client in advance of performing the service. The exact cost of the service would depend upon the complexity and scope of the service to be performed. Hyas Group,LLC enters into a written agreement that explains the services to be performed and an estimate of the cost to complete the service. Fees are normally paid upon delivery of the specific work product. If either party terminates the fixed fee engagement,the client is responsible to compensate Hyas Group for work done on a prorata basis, based upon the number of days the services was provided in the quarterly billing period. Other Fees The above-referenced fees charged by Hyas Group do not include brokerage commissions and other costs related to the execution of transactions on behalf of clients. Such costs will be paid by advisory 2 Hy.s Group,A➢V Part 2A March 24,2014 clients in addition to the fees discussed above. Clients are also responsible for asset management fees and plan or account administration fees paid to custodians and broker-dealers. These fees are disclosed in the disclosure document or agreements in the custodians account opening documents. Clients are also responsible for margin interest,wire transfer fees,safe keeping fees and other special services provided by the broker-dealer,transfer agent, or custodian and disclosed by the custodian at the time the client opens their account(s)or when service is requested. For some clients,we recommend investment vehicles such as Limited Partnerships or Limited Liability Companies(e.g.real estate,hedge funds). These investments have fees such as annual management fees that the client is also responsible for. Each investment manager states their various fees within the subscription documents and/or offering memorandum. Investment Company Fees Investment company funds that are held by clients will bear their own internal transaction and execution costs, as well as directly compensate their investment managers along with internal administrative services. Some funds pay 12b-1 fees, Distribution Fees, and or Shareholder Service Fees to broker-dealers that offer such funds to their clients. These charges affect the Net Asset Value of these fund shares and are thus indirectly borne by fund shareholders such as a Hyas Group client- Some fund companies have imposed a redemption fee. A redemption fee is another type of fee that some funds charge their shareholders when shares are sold or redeemed within a short period of time from the purchase of the fund shares. Although a redemption fee is deducted from redemption proceeds just like a deferred sales load,it is not considered to be a sales load. Unlike a sales load,which is generally used to compensate brokers, a redemption fee is typically used to defray fund costs associated with a shareholder's redemption and is paid directly to the fund,not to a broker.The SEC generally limits redemption fees to 2%. In most cases,the funds will use the "first-in,first-out"(FIFO)method to determine the holding period. Under this method,the date of the redemption will be compared with the earliest purchase date of shares held in the account. A complete explanation of these charges is contained in the prospectus and"Statement of Additional Information'for each investment company fund- You can get a prospectus from the investment company(through its website or by telephone or mail).Your financial professional or broker can also provide you with a copy. Item 6 - Performance-Based Fees It is the Company's policy not to charge clients based upon the performance of their accounts except where the growth in an account will affect an asset based fee (size of the account). Item 7 - Types of Clients The Hyas Group provides investment consulting services to municipalities, corporate pension and profit- sharing plans, charitable institutions,foundations, endowments,and high net worth individuals. 3 Hyas Group,ADV Part 2A March 24,20W Item 8 -Methods of Analysis, Investment Strategies and Risk of Loss The investment review process at the Hyas Group is continuous and ongoing. Our team reviews mutual funds and other investment vehicles on both a predetermined and impromptu basis. We rely on a number of databases to house our investment return data as well as attribution systems. The databases include mutual funds,commingled funds,insurance products,separate accounts as well as alternative products such as hedge funds. Our reporting capabilities,analytics resources and manager contacts generally include the following resource tools and data bases: • Morningstar Direct-which provides extensive mutual fund or separate account data including peer group,performance and holdings information • Encorr(Ibbotson)proprietary allocation program-which provides asset allocation modeling software for the assessment of pre-mixed portfolios. • Institutional data-base subscriptions- Barclays Capital(formerly Lehman Brothers),Standard& Poors,Russell and MSCl/Barra all provide data for the compilation of our reports. • InvestorForce-which provides manager and total plan universe information,index information and software for report production. These databases can be used for screening a multitude of investment products.The databases make more than 100 screening factors available. Statistical and regression analysis is also performed using the databases. This allows us to analyze portfolios over multiple time periods versus relative benchmarks as well as compare investments on a side-by-side basis.In this quantitative review,we also compare risk and value-add statistics such as standard deviation, alpha,beta and up/down market capture. All of these tools,when taken in concert with an assessment of underlying securities holdings and sector allocations,allow us to feel confident in the total evaluation of the products in which our clients invest. Our research process is not limited to databases alone. We also provide qualitative assessments of the investment products we recommend to our clients by meeting with investment managers face-to-face and conducting regular conference calls with the individuals responsible for managing and servicing the specific investment vehicles we are evaluating. We feel strongly that active investment performance is driven by skilled people and,therefore,we analyze the manager's philosophy, process and personnel in order to have a firm grasp on the skill sets offered by different managers. The conversations will typically involve 1) a discussion of the dynamics of the investment team, 2) strategy, 3)firm structure, 4)portfolio construction and 5)performance attributions. 4 Hyas Group,ADV Part 2A Much 24,2014 Often these meetings help facilitate frank discussions with the portfolio managers which help us provide the most accurate and up-to-date information available. While some risk is inherent in any investment,we believe that it is imperative that risk be managed appropriately. Thorough review of volatility and risk adjusted return can also add value when properly considered. For each of our client's available investment options we'll analyze risk-related measures such as beta, standard deviation, alpha,up-market capture and down-market capture. It is our expectation that all funded products provide a competitive risk adjusted return. Therefore each product is reviewed with that expectation in mind. - Investment Strategy_ At the outset of our working with a Client,we review a Client's risk profile,portfolio goals and/or requirements(such as income),which results in an Investment Policy Statement(either newly crafted or a review and possible revision of an existing IPS.) As part of that process,we analyze the Asset Allocation of the portfolio, and propose any recommended changes.We then work on implementation of their IPS/Asset Allocation Study,using research methodologies noted previously,identifying and funding managers which we believe to best meet the Client's IPS and risk profile. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear.We do not represent or guarantee that our services or methods of analysis can or will predict future results,successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. In addition,the investment managers and/or funds that we recommend are also subject to the same domestic and global economic variables, and therefore are subject to the same risk of loss. We cannot offer any guarantees or promises that your financial goals and objectives will be met.Past performance is in no way a guarantee of future performance. Item 9 -Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Hyas Group or the integrity of Hyas Group's management. Hyas Group has no information applicable to this Item. Item io - Other Financial Industry Activities and Affiliations Hyas Group does not receive revenue from any money management firms,recordkeepers or other retirement plan service providers. Our only compensation is that which we receive directly from our clients. Hyas Group and its representatives may provide services to clients that are not investment advisory in nature. These services may include reporting on investments and account or plan assets,consulting on noninvestment matters, education,vendor search projects,and performance review and evaluation- 5 Hyas Croup,ADV Part 2A March 24,2014 Item 11- Code of Ethics Hyas Group has adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business conduct,and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information,a prohibition on insider trading,restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures,among other things. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty,good faith, and fair dealing with you.All of our supervised persons are expected to adhere strictly to these guidelines.Persons associated with our firm are required to report any violations of our Code of Ethics. Participation or Interest in Client Transaction From time-to-time the interests of the principals and employees of Hyas Group may coincide with those of a client. Funds and/or individual securities may be bought,held or sold by a principal or employee of Hyas Group that is also recommended in a model portfolio or held by a client. If potential insider information is inadvertently provided or learned by a principal or employee,it is the policy of Hyas Group to strictly prohibit its use. It is the policy of Hyas Group to permit the firm,its employees and IARs to buy,sell and hold the same - investments that the IAR also recommend to clients. It is acknowledged and understood that Hyas Group performs investment services for various clients with varying investment goals and risk profiles. As such,the investment advice may differ between clients and investments made by Hyas Group IARs. '.... Hyas Group has no obligation to recommend for purchase or sale an investment that Hyas Group,its principals,affiliates, employees or IARs may purchase,sell, or hold. When a decision is made to change an asset allocation recommendation,priority would always be given to the client's orders before those of a related or associated person to the advisor. Hyas Group has procedures dealing with insider trading, employee related accounts, "front running' and other issues that may present a potential conflict when such purchase, sales or recommendations are made. In general,these policies and procedures that are contained in the company's Code of Ethics and Compliance Manual,are intended to eliminate,to the extent possible,the adverse effect on clients of any such potential conflicts of interest. Pay to Play - In response to the SEC's rule regarding political contributions to candidates and possible pay to play scenarios, it is our policy to allow only up to$35o per election in personal contributions to candidates within one's voting district and$150 per election to an elected official or candidate for whom the individual is not entitled to vote. These are the exceptions for de minimis contributions as defined by the SEC. Hyas Group will provide a copy of its Code of Ethics to clients or prospective clients upon their request. Item 12-Brokerage Practices Hyas Group does not have any business interests with any brokerage firms nor do they receive any soft dollars or other compensation for recommending any brokerage firms,custodians,mutual funds, or investment managers. 6 Hyas Group,ADV Part 2A March 24,2o14 For those accounts over which we have discretion,having the client assets held at one custodian, whether bank,trust company,or brokerage firm,enables us to manage the portfolio,including review, place trades, compile performance reports,and answer client questions, in as efficient manner as possible. If the client doesn't currently have a custodian, we may recommend a custodian, one possible option being Charles Schwab. But as stated above,we receive no compensation for recommending Charles Schwab or any other custodian. Schwab has been recommended as they provide an extensive mutual fund platform and nearly all our investment managers have trading agreements with Schwab. In addition,they have a robust internet presence,including trading software, custodial information easily accessed by Hyas Group and the clients,a strong support staff assisting with trading,client and technology servicing questions and issues. Trade Allocation Hyas Group has a Trade Allocation Policy,which addresses allocating securities,including IPOs and Private Placements,and/or recommendations among clients. The formula must provide a fair and equitable basis for allocations and be consistently applied to all clients.Prior to the allocation of securities by Hyas,we will determine if a client's investment objectives and suitability requirements qualify the client for participation in purchasing a specific security, IPO or Private Placement. If the client qualifies for participation in the purchase of a specific security, IPO or Private Placement,Hyas Group will allocate a certain percentage of the total allocation to each qualified client based upon the following formula: The formula is based upon dividing the total shares or amount allocated by the total number of qualified clients and their assets under management.For example,if the total allocation to Hyas Group is i,000,000 shares and Hyas Group has ten(10)clients that qualify for a percentage of the allocation and each client has a total of$i,000,000 under management with Hyas Group, each client will receive an allocation of 100,00o shares. Note that Hyas Group may exclude certain clients from the allocation if the trade allocation would be "de minimus"or so small as not to be in the client's best interest. Item 13 -Review of Accounts Performance reports are produced for the client either on a quarterly, semi-annual,or annual basis with the nature and format of the review process matched to the type of plan(Defined Contribution, Defined Benefit, Endowment,etc.) and the unique needs of each client. Frequency of reports is addressed in each client's agreement with Hyas Group. Broadly defined,the process covers a review of the plan's asset allocation or plan construction,individual investment manager and total account performance reviews,plan utilization rates and participant account balances,and review of investment costs. Client reports are designed to clearly reflect manager and account performance relative to the client's specific investment policy. Performance reports contain a comprehensive evaluation of the plan's investment options relative to investment policy. Color graphics illustrates manager diversification,historical asset allocation and performance versus the relevant indices over differing lengths of time. A statistical section provides an analysis of manager characteristics including sector/quality exposure and market 7 Hyas Group,ADV Part 2A March 24.2er4 weights.Interpretive text shows how these characteristics impact risk and return and what that means to the investment program. Our reports include global market commentaries at the end of each calendar quarter. These commentaries provide a broad economic and market overview as well as specific fixed income,equity and international risk and return insight. Further,the Hyas Group closely monitors plan utilization rates and average participant account balances to assess each plan's investment and structural effectiveness. We provide comparative statistics for similar sized plans as well as a calculated,overall plan and asset class returns for each of our client accounts each quarter. This plan return allows for further comparison of the equity and fixed income participant investment weightings and demonstrates the offered investment options compare,on the whole,to those offered by other clients and industry averages. The client performance reports are compiled by various analytical staff members of the firm with final reviews completed by Jayson Davidson, Managing Director of Consulting Services and Senior Consultant; Dale Parker,Director of Analytical Services; Brian Loescher, Director of Research; Greg Settle, Senior Consultant; Scott Faris,Senior Consultant; and Vincent Galindo,Senior Consultant, Item 14- Client Referrals and Other Compensation Hyas Group does not compensate any client or person for client referrals. Item 15 -Custody Hyas Group does not maintain custody of client funds or securities. Client assets are held by mutual fund companies,banks,trust companies,brokerage firms, or other custodial institutions. Item 16 -Investment Discretion Hyas Group has received discretionary authority from a few clients at the outset of the advisory relationship to select the identity and amount of securities to be bought or sold. In all cases,however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining amounts,Hyas Group observes the investment policies, limitations and restrictions of the clients for which it advises. For registered investment companies, Hyas Group's authority to trade securities may also be limited by certain federal securities and tax laws that require diversifications of investments and favor the holding of investments once made. Investment guidelines and restrictions must be provided to Hyas Group in writing. Item 17-Voting Client Securities Hyas Group provides investment management services to clients that include, among others,corporate and public pension plans,foundations,and endowments. Unless otherwise stated in the client agreement, Hyas does not vote proxies for clients. For those clients over which Hyas has discretion and 8 L Hyas Group,ADV Part 2A March 24,2014 therefore has proxy voting authority, Hyas considers proxy voting an important part of those management services. As such,Hyas seeks to vote the proxies of mutual funds and/or securities held by clients in the best interest of those clients. Hyas believes the best interests of clients are served by voting proxies in a way that maximizes long term shareholder value. Therefore,the investment professionals responsible for voting proxies have the discretion to make the best decision given the individual facts and circumstances of each issue. Proxy issues are evaluated on their merits and considered in the context of the professional's knowledge of a mutual fund or company, its current management,management's past record and Hyas's general position on the issue. As the management of a portfolio company is responsible for its day-to-day operations, Hyas believes that management, subject to the oversight of the relevant board of directors,is often in the best position - to make decisions that serve the interest of shareholders. However, Hyas votes against management on proposals where it perceives a conflict may exist between management and client interests,such as those that may insulate management or diminish shareholder rights. Hyas Group also votes against management in other cases where the facts and circumstances indicate that the proposal is not in its clients'best interests. Upon client request,Hyas will provide reports of its proxy voting record as it relates to the securities held in the client's account(s)for which Hyas has proxy voting authority. Item 18 - Financial Information Hyas Group does not require or solicit prepayment of more than$1,200 in fees per client,six months or more in advance. Additionally,we must disclose any financial condition that could impair our ability to fulfill our agreement with our clients. Hyas Group has no such financial condition to disclose. Neither have we even been the subject of any bankruptcy proceeding. 9 Hyas Group,ADV Part 2A March 24,2014 Additional Information Privacy Statement We,like other professionals who advise on personal financial matters are required by federal law to inform their clients of their policies regarding the privacy of client information, In the course of providing our clients with certain advice,we may receive nonpublic personal financial information from our clients,their accountants and other representatives,such as financial statements, tax returns and other personal information. All nonpublic personal information that we receive regarding our clients or former clients is held in strict confidence in accordance with our professional obligations, and is not released to people outside the Firm, except with your consent or as required by law or to explain our actions to professional organizations that we are members of. We may share certain information with third parties who assist us in providing our services to your(such as administrative and client service functions) or marketing services,as permitted by law,subject to the obligation of these third parties not to use or disclose such information for any other purpose. We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and,in some cases to comply with professional guidelines. In order to guard your nonpublic personal information from unauthorized disclosure,we maintain physical, electronic and procedural safeguards. If your financial situation,goals or risk tolerance has changed since you last notified us in writing,please contact us immediately. 10 �y I � I l .. _._._...,_J A li R.IJ.P Form ADV Part 2B, Brochure Supplement Hyas Group, LLC 108 NW 9th Avenue, Suite 203 Portland, OR 97209 971-634-1500 SEC File No.801-69938 CRD Number 149122 '.. March 27, 2015 This brochure provides information about the qualifications and business practices of Hyas Group LLC ("Hyas"or"Adviser".) If you have any questions about the contents of this brochure,please contact us at 971-634-1500 or mruppeltCalhyasgroup com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Hyas Group, LLC is a registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. The oral and written communications of an Adviser provide you with information about which you determine to hire or retain an Adviser. Additional information about Hyas Group is also available on the SEC's website at www.adviserinfo.sec.gov. Hym,Group,Form ADV Part 2B,Brochure Supplement March 2a,2014 Item 1 Jayson Allen Davidson This Brochure Supplement provides information about Jayson Davidson that supplements the Hyas Group, LLC Brochure.You should have received a copy of that Brochure. Please contact Michele Ruppelt, Chief Compliance Officer,if you did not receive Hyas Group's Brochure or if you have any questions about-the contents of this supplement. Additional information about Jayson Davidson is available on the SEC's website at www-adviserinfo.sec.gov. Item 2-Educational Background and Business Experience Born:1973 Education after High School: Bachelor of Science,University of California at Berkeley,1996 Business background: 2008 -present, Managing Partner and Director of Consulting Services at Hyas Group,LLC. 2002-2008, Senior Investment Consultant at Arnerich Massena &Associates. 1997-2002, Consultant at ICMA-RC Professional Designations: Mr.Davidson has earned the right to use the Chartered Financial Analyst(CFA) designation.Additionally, he is a member of the Charter Financial Analyst(CFA)Institute and the National Association of Government Defined Contribution Administrators(NAGDCA). He currently serves on the NAGDCA Annual Conference Committee. Item 3- Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to this Item. Item 4- Other Business Activities No information is applicable to this Item. Item 5-Additional Compensation No information is applicable to this Item. Item 6 -Supervision Mr.Davidson's work,including investment advice and interaction with clients is monitored periodically by review of his client's performance reports,written correspondence and e-mail,by the Chief Compliance Officer, Michelle Ruppelt. 1 Hyas Group,Form ADV Part 2B,Brochure Supplement Mare1,24,2014 Item 1 Brian James Loescher This Brochure Supplement provides information about Brian Loescher that supplements the Hyas Group, LLC Brochure. You should have received a copy of that Brochure. Please contact Michelle Ruppelt, Chief Compliance Officer if you did not receive Hyas Group's Brochure or if you have any questions about the contents of this supplement. Additional information about Brian Loescher is available on the SEC's website at www.adviserinfo.sec.gov. Item 2 - Educational Background and Business Experience Born:1969 Education after High School: Bachelor of Science, Finance,University of Nebraska,1993 Business background: 2009 -present,Managing Partner,CIO and Director of Research at Hyas Group,LLC. 1999 -2009,Director of Research at Arnerich Massena&Associates. 1997 -1999,Research Analyst at R.V.Kuhns &Associates 1995-1997, Performance Systems specialist, West One Trust Co. Professional Designations: Mr. Loescher has earned the right to use the Chartered Financial Analyst(CFA) designation and is a member of the Portland Society of Financial Analysts, Portland Alternative Investment Association and the CPA Institute. Item 3- Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to this Item. Item 4- Other Business Activities No information is applicable to this Item. Item 5-Additional Compensation No information is applicable to this Item. Item 6- Supervision Mr.Loeschei s work,including investment advice and interaction with clients is monitored periodically by review of his client's performance reports,written correspondence and e-mail,by the Chief Compliance Officer, Michelle Ruppelt,and Director of Consulting Services,Jayson Davidson. 2 Hyas Group,Form ADV Part 2B,Brochure Supplement March 22,2orq Item i Gregory Thomas Settle This Brochure Supplement provides information about Greg Settle that supplements the Hyas Group, LLC Brochure.You should have received a copy of that Brochure. Please contact Michelle Ruppelt,Chief Compliance Officer if you did not receive Hyas Group's Brochure or if you have any questions about the contents of this supplement. Additional information about Greg Settle is available on the SEC's website at www.adviserinfo.sec.gov. Item 2 - Educational Background and Business Experience Born: 1957 Education after High School: Bachelor of Science,Portland State University,1983 Business background: 2010 -present,Investment Consultant at Hyas Group, LLC. 2008- 2010,Consultant at Aon Investment Consulting 2007-2007,Consultant at Northwest Capital Management 1992-2007, Consultant (1992-1996) and Vice President (1997-2007) at ICMA RC 1988- 1992, Director,Deferred Compensation Plan Services,The New England Co. 1984-1988, Representative, The Holden Group/Security First Group Professional Designations: Mr.Settle has passed the Chartered Financial Analyst(CFA) Exam 1(of 3). Additionally he is a member of National Association of Government Defined Contribution Administrators (NAGDCA). He currently holds the Ser. 65 license and has passed the NASD Series 7, 63 and 28 exams, though those designations were allowed to lapse when Mr.Settle entered the consulting industry in 2007. He currently serves on the NAGDCA Survey Committee. Item 3- Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to this Item. Item 4- Other Business Activities No information is applicable to this Item. Item 5-Additional Compensation No information is applicable to this Item. Item 6 -Supervision Mr.Settle's work,including investment advice and interaction with clients is monitored periodically by review of his client's performance reports,written correspondence and e-mail,by the Chief Compliance Officer, Michelle Ruppelt, and Director of Consulting Services,Jayson Davidson. 3 i Hyas Group,Form ADV Port 2B,Brochure Supplement March 24,2014 Item 1 Scott Allen Faris This Brochure Supplement provides information about Scott Faris that supplements the Hyas Group, LLC Brochure.You should have received a copy of that Brochure. Please contact Michelle Ruppelt,Chief Compliance Officer if you did not receive Hyas Group's Brochure or if you have any questions about the contents of this supplement. '.. Additional information about Scott Faris is available on the SEC's welesite at www.adviserinfo.sec.gov. Item 2- Educational Background and Business Experience Born:1953 - Education after High School: Bachelor of Science,Montana State University,1977 J.D.,William Mitchell College of Law,1988 Business background: 2011 -present, Investment Consultant at Hyas Group,LLC. 2008 -2011, Consultant,Towers Watson Investment Services 2005-2008, Consultant, Principal, Northwest Capital Management 1997-2005, Consultant,Arnerich Massena&Associates 1990-1997,Associate,William M.Mercer Professional Designations: Mr.Faris has earned the right to use the Chartered Financial Analyst(CFA) designation.Additionally,he is a member of the Chartered Financial Analyst(CFA) Institute and the Western Pension&Benefits Conference. Item 3- Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to this Item. Item 4- Other Business Activities No information is applicable to this Item. Item 5-Additional Compensation No information is applicable to this Item. Item 6 -Supervision Mr.Faris'work,including investment advice and interaction with clients is monitored periodically by '..... review of his client's performance reports,written correspondence and e-mail,by the Chief Compliance Officer,Michelle Ruppelt, and Director of Consulting Services,Jayson Davidson. 4 Hy:,,Group,Fonn ADV Part 2B,Brochure Supplement March 24,2014 Item 1 P. Vincent Galindo This Brochure Supplement provides information about Vincent Galindo that supplements the Hyas Group, LLC Brochure-You should have received a copy of that Brochure.Please contact Michelle Ruppelt, Chief Compliance Officer if you did not receive Hyas Group's Brochure or if you have any questions about the contents of this supplement. Additional information about Vincent Galindo is available on the SEC's website at www.adviserinfo,sec.gov. Item 2-Educational Background and Business Experience Born:1970 Education after High School: Bachelor of Arts, University of California at Berkeley,1995 Business background: 2014 -present,Investment Consultant at Hyas Group, LLC. 2005-2014, Investment Consultant,Arnerich Massena&Associates 2004-2005, Education Consultant,Arnerich Massena&Associates 2003-2004, Investor Information Coordinator, Oregon Division of Finance &Corporate Securities 2001-2003, Financial Advisor,Waddell&Reed Inc. 1999-2001,Analyst, Thomas Weisel Partners Item 3-Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to this Item. Item 4- Other Business Activities No information is applicable to this Item. Item 5-Additional Compensation No information is applicable to this Item. Item 6- Supervision Mr. Galindo's work,including investment advice and interaction with clients is monitored periodically by review of his client's performance reports, written correspondence and e-mail,by the Chief Compliance Officer, Michelle Ruppelt, and Director of Consulting Services,Jayson Davidson. 5 000 Zoop E T Agenda Item: Consent Calendar W 46 HNQiON ' TO: Kent City Council DATE: June 16, 2015 SUBJECT: Has Group Consultant Services Agreement Renewal MOTION: Authorize the Mayor to sign a 3 year consultant services agreement with the Hyas Group and perform a Request for Proposal (REPS for the third party administrator, Deferred Compensation plan with final terms and conditions by the City attorney. SUMMARY: The Hyas Group, LLC provides investment consultant services for the City's deferred compensation (457) plan. The Hyas Group agrees to serve as a co-fiduciary, providing investment performance monitoring, plan administration, education and training and ongoing support to the City's fiduciary committee. In addition, the Hyas Group will be performing a Request for Proposal (RFP) for the City's third-party administrator deferred compensation plan in 2015/16. The $157,000 is funded in the Deferred Compensation fund. Exhibits: WAS Group Administrative Services Agreement (attached) Recommended By: Operations Committee (6/2/2015) YEA- (Ralph, Thomas, Boyce) Budget Impact: $ 157,000 ($117,000/three year contract and $40,000/RFP services) REQUEST FOR MAYORS SIGNATURE t6ENT Please Fill in All Applicable Boxes Reviewed by Director Originator's Name: Patrice Gillum De t/Div. Extension:x 5292 Date Sent: June 12, 2015 Date Required: June 19, 2015 Return to: Patrice Gillum CONTRACT TERMINATION DATE: VENDOR: HYAS Group, LLC DATE OF COUNCIL APPROVAL: June 16, 2015 ATTACH THE COUNCIL MOTION SHEET FOR THE MAYOR - if applicable Brief Explanation of Document: The city is recommending a three-year ongoing services contract with HYAS Group, LLC to provide fiduciary review and oversight of employee-owned deferred compensation (457) investment accounts. Through this contract, HYAS Group assumes co-fiduciary responsibility with the City and agrees to monitor and analyze the performance of plan investment options. This is a three-year agreement with a rate guarantee. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: Approval of Law Dept.: h. s �a d " Law Dept. Comments: =`u ` '� Date Forwarded to Mayor: d ? ' Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: ` w ��4��c.1�� F?,\� i�t a t"i�,✓ . � i)(`�&J G.'1-sJc,� � � w�.�� ° �� s '.�'�x�, � � Dispositlon: Date Returned: .'= U1 rr ,