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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
RETIREMENT PLAN CONSULTING SERVICES
(457 PLAN & TRUST REVIEW)
1. PARTIES AND DATE.
This Agreement is made and entered into this$ day of February, 2015 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of.
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91007("City") and SFG Retirement Plan Consulting (SRPC), LLC,
a limited liability company - with its principal place of business at 225 S. Lake Avenue,
Suite 600, Pasadena, CA 91101 ("Consultant"). City and Consultant are sometimes
individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set.forth
in this Agreement. Consultant represents that it is experienced in providing retirement
plan consulting services to public clients, non-profit groups, private and publicly held
corporations, and is familiar with the plans of City.
2.2 Project.
•
City desires to engage Consultant to render such services for the 457 Plan &
Trust Review project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional retirement
plan consulting services necessary for the Project ("Services"). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. • All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from February 10, 2015
to November 30, 2015 unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City which shall not be unreasonably withheld or delayed. As discussed below, any
personnel who fail or refuse to perform the Services in a manner acceptable to the City,
or who are determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or
property, shall be promptly removed from the Project by the Consultant at the request of
the City. The key personnel for performance of this Agreement are as follows: Mark
Shuster (Chairman/CEO), Teri Hutchinson (Executive Director), JoAnn Perrino (COO
and Executive Director) and David Lee (Portfolio Analyst).
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3.2.5 City's Representative. The City hereby designates Hue Quach,
Administrative Services Director, or his or her designee, to act as its representative for
the performance of this Agreement ("City's Representative"). City's Representative
shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Mark
Shuster (Chairman/CEO), or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
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without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability: —
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Intentionally deleted (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. $1,000,000 to
$10,000,000 Consultant shall maintain limits no less than: (1) General Liability:
$1,000,000 combined single limit per occurrence for bodily injury, personal injury and
property damage, with an aggregate limit of $10,000,000. If Commercial General
Liability Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 combined single limit per accident for bodily injury and property damage;
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits
as required by the Labor Code of the State of California. Employer's Liability limits of
$1,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. - INTENTIONALLY DELETED
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(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
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precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation.
There is no payment due from City to Consultant for the services provided in Exhibit "A".
However, should City approve Consultant's recommendations and move forward with a
plan conversion or plan change based on Consultant's recommendation, a new
professional services agreement will be prepared detailing Consultants fees.
3.4 Accounting Records. - INTENTIONALLY DELETED
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least thirty (30) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may, by written notice to City, terminate at any time
and without cause by giving written notice to City of such termination, and specifying the
date thereof, at least thirty (30) days before the effective date of such termination. A
termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement, provided however,
that Consultant may retain copies of all Documents and Data for compliance purposes.
Consultant shall be required to provide such document and other information within
fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
SFG Retirement Plan Consulting, LLC
225 S. Lake Avenue, Suite 600,
Pasadena, CA 91101
Attn: Mark Shuster, Chairman/CEO
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Hue Quach, Administrative Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data") provided that City may not use and shall not have
a license with respect to Documents & Data or other Intellectual Property that is
proprietary to and is related to Consultant's business generally. Consultant shall require
all subcontractors to agree in writing that City is granted a non-exclusive and perpetual
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license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any
and all Documents & Data. Consultant makes no such representation and warranty in
regard to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant, including
copies of any Documents and Data retained by Consultant upon termination of this
Agreement. Such materials shall not, without the prior written consent of City, be used
by Consultant for any purposes other than the performance of the Services. Nor shall
such materials be disclosed to any person or entity not connected with the performance
of the Services or the Project. Nothing furnished to Consultant which is otherwise
known to Consultant or is generally known, or has become -known, to the related
industry shall be deemed confidential. Consultant shall not use City's name or insignia,
photographs of the Project, or any publicity pertaining to the Services or the Project in
any magazine, trade paper, newspaper, television or radio production or other similar
medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney's fees and other related costs and expenses. The foregoing
indemnification shall not apply to services provided by any other provider of retirement
plan services to the City or the 457 Plan and Trust. Notwithstanding the foregoing, to
the extent Consultant's Services are subject to Civil Code Section 2782.8, the above
indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's
choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
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actions or other legal proceedings of every kind that may be brought or instituted
against City, its directors, officials, officers, and employees. Consultant shall pay and
satisfy any judgment, award or decree that may be rendered against City or its
directors, officials, officers, and employees, in any such suit, action or other legal
proceeding arising from Consultant's performance of the Services, the Project or this
Agreement; except to the extent that liability is caused by the active negligence or willful
• misconduct by the City or its directors, officials, officers, and employees. Consultant
shall reimburse City and its directors, officials, officers, and employees, for any and all
legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not
be restricted to insurance proceeds, if any, received by the City, its directors, officials,
officers, and employees, and shall take effect immediately upon execution of this
Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 For the Term of this Agreement and only with respect to the
Services described in this Agreement, City shall not employ other Consultants in
connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
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without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall
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include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SFG Retirement Plan Consulting, LLC
B� — By
Dominic Lazzarett Signature
City Manager
Date: l''>> 7.D :�L. [�' :� i4C NG Al 6- K-
'rint Name and Title
ATTEST: Date: °ZiF/,`C
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f - _r.
By
Ci j-�_•i°rk Signature
APPROVED AS TO FORM:
Print Name and Title
Stye 14)2„, Date:
Stephen P. Deitsch
City Attorney CONCUR:
Hue Quach, A istrative Services
Director
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EXHIBIT"A"
SCOPE OF SERVICES
457 Plan & Trust Review
a. Request for Information ("RFI") — SRPC will contact City's incumbent 457 record-
keepers to request and obtain all contract related data, including but not limited
to investment options, asset values, participant account balances, plan fees and
fixed account interest rates.
b. Request for Proposal ("RFP") — SRPC will collect and package the data obtained
in the RFI process and market it to other record-keepers that are able to provide
the products and services the City requires. During the marketing process,
competing record-keepers will provide pricing quotes for their services and
interest rates quotes for their fixed account.
c. Record — Keeper Fee Analysis and Negotiations — SRPC will review the
prospective quotes and negotiate final pricing for record-keeping services.
SRPC will provide the incumbent record-keepers the competing data giving them
the opportunity to revise their pricing arrangement with City.
d. Record — Keeper Interest Rate Negotiations — SRPC will review the incumbent
and prospective fixed account interest rates and negotiate rates that best benefit
City.
Investment Menu Design — SRPC will assemble a custom fund menu after
conducting qualitative and quantitative analyses of the funds available in the
incumbent and proposed platforms. The qualitative factors reviewed are
investment philosophy, research analyst, fund family, stability and size. The
quantitative factors reviewed are performance, consistency, costs, risk and
management tenure.
A-1
City of Arcadia — Retirement Plan Timeline Exhibit B L
v :. 0
Action Item Description Responsibility Date(s)
Professional Services Agreement Request PSA and provide Shuster Retirement Plan Consulting Group(SRPCG) January 14—
(PSA)and Authorization Authorization to Request plan information from ICMA and Nationwide. City Representatives February 13,2015
RFI Submission and Analysis Request and receive all plan data from ICMA and Nationwide. SRPCG Retirement Team February 16,2015
Committee Report to City SRPCG will schedule a meeting with the City's Retirement Committee to discuss SRPCG Retirement Team Week of March 16,,
Council Prep Meeting the information to present to the City Council. Retirement Committee ' 2015
Present Report to City of Arcadia Draft Executive Summary outlining the SRPCG Financial Proposal and submit for SRPCG Retirement Team By April 1, 2015
Retirement Committee Review to Retirement Committee.
City Council Study Session Presentation of Retirement Plan Proposal to the City Council. , SRPCG Retirement Team Week of April 27—
May 8,2015
Town Hall Meeting with Unions- SRPCG Retirement Team
Invitation Distribution Prepare Participant notice and distribute. Retirement Committee May 11,2015
Town Hall Meeting Prep Meeting City to review the SRPCG presentation. SRPCG Retirement Team May 18,2015 ■
Retirement Committee
Town Hall Meeting SRPCG to present the RFI and RFP plan to gain participant support. Week of
g p p g p p pport. SRPCG Retirement Team June 8,2015
RFP Preparation,Submission& Request proposals from other record-keepers. Analyze current plan data and SRPCG Retirement Team June 22,2015—
Analysis proposals. July 17,2015
Fee&Interest Rate Negotiations Negotiate plan pricing and interest rates with ICMA,Nationwide and SRPCG Retirement Team 'July 20,2015—
competitive bidders. August 6,2015
Presentation of Final Results to Presentation of final pricing and interest rates ' SRPCG Retirement Team Week of August
Committee 10,2015
Finalist Presentation and Finalists(determined by Committee)will be given one hour to present to the SRPCG Retirement Team Week of August
Retirement Committee
Selection City of Arcadia and the SRPCG Team. 31,2015
Record-Keeper Finalists
Conversion period will include: 1)Initial weekly meetings to discuss and modify. SRPCG Retirement Team September 21,
Plan Conversion(including Plan (where necessary)current plan provisions,2) Finalizing investment options,3)
Design Review) , Building participant enrollment and education plan,4)Participant enrollment Retirement Committee 2015—November
and education and 5) Finalize plan design and mapping. New Record-Keeper 30,2015
Comments Dates subject to change
. . . . .
. , .
76 , SFG Retirement Plan
Consulting, LLC
225 South Lake Avenue, Suite 600
Pasadena, California 91101
Phone: 626-578-0816
Fax: 626-792-7567
February 17,2015
City of Arcadia
240 West Huntington Drive .
Arcadia, CA 91066
To Whom It May Concern:
I,Mark Shuster,Managing Member,has authority to act on behalf of SFG Retirement Plan Consulting,
LLC,to enter into the Professional Services Agreement with the City of Arcadia regarding retirement
plan consulting services.
Regards,
Mark Shuster
Copy to: JoAnn Parrino, SRPC
Teri Hutchison, SRPC