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HomeMy WebLinkAboutC-7806-1 - Professional Services Agreement for Trust Administrative Services Related to the City of Newport Beach PARS Defined Contribution PlanDO 1" PROFESSIONAL SERVICES AGREEMENT Ki WITH PHASE II SYSTEMS FOR TRUST ADMINISTRATIVE SERVICES RELATED TO THE CITY OF NEWPORT BEACH PARS DEFINED CONTRIBUTION PLAN THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this -I'day of December, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PHASE II SYSTEMS, a California corporation doing business as Public Agency Retirement Services ("Consultant'), whose address is 4350 Von Karman Avenue, Suite 100, Newport Beach, California 92660, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide trust administrative services related to the City of Newport Beach Public Agency Retirement System ("PARS') Defined Contribution Plan ("Project' or "Plan"). C. Consultant possesses the skill, experience, ability, background, and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2024, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice as soon as administratively practical to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 Consultant will provide the Services contingent upon the City providing Consultant the information specified in the exhibit attached hereto and incorporated herein under Exhibit A as "Data" ("Data"). It shall be the responsibility of the City to certify the accuracy, content and completeness of the Data so that Consultant may rely on such information without further audit. It shall further be the responsibility of the City to deliver the Data to Consultant in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit A under "Plan Administration Services," Consultant shall be under no duty to question Data received from the City, to compute contributions made to the Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, Consultant shall not be liable for non-performance of Services if such non- performance is caused by or results from erroneous and/or late delivery of Data from the City. In the event that the City fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit A, Data Requirements, Consultant reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) days written notice to the City. 3.5 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. Phase 11 Systems DBA Public Agency Retirement Services Page 2 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Seventy Five Thousand Dollars and 00/100 ($75,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Dennis Yu, Executive Vice President, to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. Phase 11 Systems DBA Public Agency Retirement Services Page 3 6. ADMINISTRATION This Agreement will be administered by the Human Resources Department. City's Human Resources Director or designee shall be the Project or Plan Administrator and shall have the authority to act for City under this Agreement. The Project or Plan Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS Consultant and City hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of Consultant's or City's, as the case may be, acts, errors or omissions with respect to the performance of their respective duties hereunder. Phase 11 Systems DBA Public Agency Retirement Services Page 4 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement orfor other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. In the event of the sale, assignment, transfer or other disposition of any of the issued and outstanding capital Phase 11 Systems DBA Public Agency Retirement Services Page 5 stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co- tenancy, which shall result in changing the control of Consultant, the City shall have the right to terminate this Agreement by providing written notice to Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Phase 11 Systems DBA Public Agency Retirement Services Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 20. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. CONFLICTS OF INTEREST 21.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 21.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. Phase 11 Systems DBA Public Agency Retirement Services Page 7 22. NOTICES 22.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 22.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Human Resources Director Human Resources Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 22.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Daniel Johnson, President Phase II Systems 4350 Von Karman Avenue, Suite 100 Newport Beach, CA 92660 23. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 24. TERMINATION 24.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. Either party may terminate this Agreement in the event of a default that goes uncured for thirty (30) days after having received notice of such default. No termination shall in any manner affect any liability of the party(ies) incurred prior to such termination. Phase 11 Systems DBA Public Agency Retirement Services Page 8 24.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than ninety (90) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 25. STANDARD PROVISIONS 25.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 25.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 25.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 25.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 25.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 25.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 25.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 25.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Phase 11 Systems DBA Public Agency Retirement Services Page 9 25.9 Controllinq Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 25.10 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 race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 25.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Phase 11 Systems DBA Public Agency Retirement Services Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: lZ • k K - (`i By: VPitz ron C. Harp CAM 1M111% y Attorney ATTEST: Date: t , o By: OiL'� , &_ Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municip corporation Date: 127 �' ,1`9 By: Barbara J. Salvini Human Resource Director CONSULTANT: Phase II Systems, a California corporation doing business as Public Agency Retirement Services and PARS Date: Signed in Counterpart BY: Daniel C. Johnson President Signed in Counterpart Bv: Tod D. Hammeras Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Phase 11 Systems DBA Public Agency Retirement Services Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1,7.t�C•r9 By: Un mc�"� ron C. Harp CAM 1111WO City Attorney ATTEST: 0 Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation BY: Barbara J. Salvini Human Resources Director CONSULTANT: Phase II Systems, a California corporation doing business as Public Agency Retirement Services and PARS Date: 1 a ;o l'l By: Daniel C. Johns n President Date: .. r .,uum Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Phase 11 Systems DBA Public Agency Retirement Services Page 11 EXHIBIT A SCOPE OF SERVICES Consultant shall provide the following Services for the City of Newport Beach Public Agency Retirement System (`PARS") Defined Contribution Plan ('Plan"). For purposes of this Agreement and Services rendered, the following roles are defined as follows: Entity Role Phase II Systems, a California Consultant/Trust Administrator corporation doing business as Public Agency Retirement Services and PARS U.S. Bancorp, a Delaware corporation Trustee/Investment Provider John Hancock Life Insurance Company Custodian/Recordkeeper (U.S.A.), a Michigan corporation 1. Plan Administration Services: (A) Monitoring the receipt of Plan contributions made by City; to the Trustee and/or the Custodian/Recordkeeper of the PARS Trust Program, based upon information received from City and the Trustee and/or the Custodian/Recordkeeper; (B) Performing periodic accounting of Plan assets, including the allocation of employer and employee contributions, distributions, investment activity, and expenses (if applicable) to individual Plan participant accounts, based upon information received from the City and/or Trustee and/or the Custodian/Recordkeeper; (C) Acting as ongoing liaison between Plan participants and the City in regard to distribution payments, which shall include Consultant providing a toll-free telephone number for Plan participants to communicate with Consultant; (D) Coordinating the processing of Plan participant distribution payments pursuant to written authorization from the City certifying distribution eligibility, pursuant to direction from the City, pursuant to the provisions contained in this Agreement, and pursuant to the provisions of the Plan; (E) Directing the Trustee and/or the Custodian/Recordkeeper to make Plan participant distribution payments, pursuant to City authorization and the provisions of this Agreement, and producing required tax filings related to distribution payments; (F) Notifying the Trustee and/or the Custodian/Recordkeeper of the amount of Plan assets available for further investment, management, and the amount of Plan assets that are necessary to liquidate in order to fund Plan participant distribution payments; Phase 11 Systems DBA Public Agency Retirement Services Page A-1 (G) Coordinating actions with the Trustee and/or the Custodian/Record keeper as directed by the Plan Administrator within the scope of this Agreement; (H) Preparing and submitting a periodic Non -Contribution report which includes all Plan participants who have received no new contributions for a period of time defined by the Plan Administrator, unless directed otherwise by the City; however, the Non -Contribution report shall in no way obligate Consultant to generate distributions without specific instruction from the City's Plan Administrator, as outlined in this Agreement; (1) Preparing and submitting a quarterly report of Plan activity to the City, unless directed otherwise by the City; (J) Preparing and submitting an annual report of Plan activity to the City; (K) Preparing and submitting individual quarterly statements to Plan participants, unless otherwise provided by the Custodian/Record keeper; (L) Preparing and submitting the Annual Report of Financial Transactions to the California State Controller, as required by law, for the PARS Trust, including the required certified audit of the PARS Trust. 2. Plan Compliance Services: Coordinating and preparing changes to the PARS Trust, Plan, and other associated legal documents as may be required by federal and state agencies to keep the Plan in compliance, and for review by City legal counsel. 3. Consultant Advisement: Consultant is not licensed to provide, and shall not offer tax, accounting, legal, investment, or actuarial advice. 4. Data Requirements: Consultant shall provide the Services under this Agreement contingent upon receiving the following information: (A) Contribution Data - transmitted to Consultant electronically (Excel, CSV, TXT, or other approved format) containing the following items of employee information related to the covered payroll period: City name; ii. Employee's legal name; iii. Employee's social security number; iv. Payroll date; Phase 11 Systems DBA Public Agency Retirement Services Page A-2 V. Employer contribution amount; and vi. Employee contribution amount. (B)Distribution Data - written Plan Administrator's (or authorized designee's) direction to commence distribution processing, which contains the following items of Participant information: i. City name; ii. Participant's legal name; iii. Participant's social security number; iv. Participant's address; V. Participant's phone number; vi. Participant's birthdate; vii. Participant's condition of eligibility; viii. Participant's effective date of eligibility; and ix. Signed certification of distribution eligibility from the Plan Administrator, or authorized Designee. (C) Executed Legal Documents: i. Certified Resolution; ii. Adoption Agreement; iii. Plan Document; and iv. Trustee/Custodian/Recordkeeper Recordkeeping Agreements. (D) Completed Enrollment Forms (timely submitted by Participant). (E)Other information pertinent to the Services as reasonably requested by Consultant. Phase 11 Systems DBA Public Agency Retirement Services Page A-3 EXHIBIT B SCHEDULE OF BILLING RATES Consultant shall be compensated for performance of Services, as described in Exhibit A, based upon the following schedule: (A) A fee equal to the stated IRS application fees and legal fees related to any ongoing federal and/or state required Plan compliance changes. Such fees will not be charged to City without prior authorization by the Plan Administrator. (B) An annual asset fee paid by City or from Plan Assets based on the following schedule ("Asset Fee"): Plan Assets From: Annual Rate: $1 to $10,000,000 0.50% $10,000,001 and above 0.25% Annual rates are prorated and paid monthly. The annual Asset Fee shall be calculated by the following formula [Annual Rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month within each asset range]. Asset based fees are subject to a $400.00 monthly minimum. If the Asset Fee is taken from Plan Assets, the total Asset Fees due in a given month shall be allocated proportionately among Participants of City's Plan in that month, based on account balance. Trustee and Investment Management Fees are not included. Annual Asset Fee Payment Option: Annual Asset Fee shall be invoiced to and paid by City. (C) A fee equal to the out of pocket costs charged to Consultant by an outside contractor for formatting contribution data to a suitable electronic format, charged only if the contribution data received by Consultant from City is not sent electronically (Excel, CSV, TXT, or other approved format) ("Data Processing Fee"). Phase 11 Systems DBA Public Agency Retirement Services Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Phase 11 Systems DBA Public Agency Retirement Services Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate covering (1) all acts, errors, omissions, negligence, infringement of intellectual property. (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties. (3) data breach expenses payable whether incurred by City or Consultant, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage, with the exception of Professional Liability insurance maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. Phase 11 Systems DBA Public Agency Retirement Services Page C-2 D. Notice of Cancellation. All policies shall include an endorsement stating that the issuing insurer shall endeavor to provide the City with thirty (30) days' notice of cancellation (except for nonpayment for which ten (10) days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. Phase II Systems DBA Public Agency Retirement Services Page C-3 F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Phase 11 Systems DBA Public Agency Retirement Services Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 01/10/2020 Dept./Contact Received From: Anthony Date Completed: Sent to: Marissa By: Anthony Company/Person required to have certificate: Phase II Systems, DBA PARS Type of contract: Trust Administrative Services I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 05/08/2019 - 05/08/2020 A. INSURANCE COMPANY: Sentinel Insurance Co. B. AM BEST RATING (A-: VII or greater): A++ : XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? D. LIMITS (Must be $1M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT—please attach F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? K. ELECTED SCMAF COVERAGE (RECREATION ONLY): L. NOTICE OF CANCELLATION: II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 05/08/2019 - 05/08/2020 K Yes ❑ No $2M/$4M X Yes ❑ No ❑ Yes )<No ❑ Yes V No ;KYes ❑ No Yes ❑ No ❑ Yes No • N/A ❑ Yes ❑ No • N/A ❑ Yes ❑ No A. INSURANCE COMPANY: Sentinel Insurance Co. B. AM BEST RATING (A-: VII or greater) A++: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) $2M V Yes ❑ No F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste �" Haulers only): ■ N/ .Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ■ N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: N N/A ❑ Yes ❑ No WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 02/0112019-02/01/2020 A. INSURANCE COMPANY: Tnovelera Property Casualty Co. dAmenea B. AM BEST RATING (A-: VII or greater): A»:x11 C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED Q Yes ❑ No 0 Yes ❑ No $110 >CYes ❑ No 9 N/A ❑ Yes ❑ No B N/A ❑ Yes ❑ No IV. PROFESSIONAL LIABILITY Travelers Property Causality Co. of America ($M/$2 �l/ ■ Ye V POLLUTION LIABILITY 0 No ti❑ N/A [-]Yes ❑ No V BUILDERS RISK CYBER LIABILITY: Syndicate AML 2001 at Lloyd's ($2M/$2M) ❑ N/A ❑ Yes F] No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ❑ Yes ❑ No IF NO. WHICH ITEMS NEED TO BE COMPLETED? GL: In compllanm AUTO: In mmpliance WC: In mmpliance PROF: In mmpliance CYBER: In mmpliance Approved: Risk Management City of Newport Beach Date RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: 10, Risk Management Date * Subject to the terms of the contract.