HomeMy WebLinkAboutC-6188 - PSA for Trust Administrative Services Related to the City of Newport Beach PARS Defined Contribution Plan PROFESSIONAL SERVICES AGREEMENT WITH
PHASE 11 SYSTEMS FOR TRUST ADMINISTRATIVE
SERVICES RELATED TO THE CITY OF NEWPORT
BEACH PARS DEFINED CONTRIBUTION PLAN
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made
and entered into as of this I$N" day of October, 2012 ("Effective Date"), by
and between the CITY OF NEWPORT BEACH, a California municipal corporation
("City"), and PHASE 11 SYSTEMS, a California corporation doing business as PUBLIC
AGENCY RETIREMENT SERVICES and/or PARS ("Consultant"), whose address is
4350 Von Kerman Avenue, Suite 100, Newport Beach, CA 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 for the
City of Newport Beach PARS Defined Contribution Plan ("Project").
C. Consultant possesses the skill, experience, ability, background, and
knowledge to provide the professional services described in this Agreement.
D. The principal member of Consultant for purposes of Project shall be Dennis
Yu, Sr. Vice President.
E. 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:
1. TERM
The initial tern of this Agreement shall commence on the Effective Date of
December 1, 2012, and shall terminate on June 30, 2015 ("Initial Term"). City may
renew the Agreement for two successive twelve month periods and one six month
period thereafter, unless either party gives written notice to the other party of the intent
to terminate no less than ninety (90) days prior to the end of the Term, or unless
terminated earlier as set forth herein. In no event shall the Term of this Agreement
extend beyond November 30, 2017
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2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement 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 comps etion in a d iligent a nd ti mely man ner. The failure b y 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.
3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. Consultant will
provide the Services contingent upon City providing Consultant the information specified
in Exhibit D, which is attached hereto and Incorporated herein by reference ("Data"). It
shall be the responsibility of 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 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, Consultant shall be under no duty to question Data received from
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 City. In the event that City fails to provide Data in a complete,
accurate and timely manner and pursuant to the specifications in Exhibit D, 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 City.
3.2 For all time periods not specifically set forth herein, Consultant shall respond
in the most expedient and appropriate manner under the circumstances, by fax,
hand-delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 Con sultant shall be compensated for performance of Services as described
in the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein
by reference. Consultants compensation for all Services performed in accordance with
this Agreement shall not exceed Sixty Thousand Dollars and 001100 Cents
($60,000.00).
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4.2 Payment for Services will be remitted directly from Plan assets unless City
chooses to make payment directly to Consultant. In the event that City chooses to
make payment directly to Consultant, it shall be the responsibility of City to remit
payment directly to Consultant based upon an invoice prepared by Consultant and
delivered to City. If payment is not received from City within sixty (60) days of the
Invoice delivery date, payment will be remitted directly from Plan assets, unless
Consultant has previously received written communication disputing the subject invoice
that is signed by a duly authorized representative of City.
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.
Compensation for any authorized Extra Work shall be paid in accordance with the
Consultants standard billing rates in effect at the time the Extra Work is required.
Consultants current standard billing rates will be provided upon request.
5. ADMINISTRATION
This Agreement will be administered by the Human Resources Department. Terri
L. Cassidy, Deputy City Manager/Human Resources Director, or her designee, shall be
the Project Administrator and shall have the authority to act for City under this
Agreement. The Project Administrator or his/her designee shall represent City in all
matters pertaining to the Services to be rendered pursuant to this.Agreement.
6. 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 Consultants Work schedule.
7. STANDARD OF CARE
7.1 All of the Services shall be performed by Consultant or under Consultants
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and as a
material inducement to City entering into this Agreement, Consultant represents and
warrants that Consultant is experienced in performing the type of work and services
contemplated herein and agrees to perform its obligations under this Agreement
competently and with reasonable care.
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7.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City.
7.3 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.
7.4 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.
8. INDEMNIFICATION
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.
9. 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 terns of this Agreement No
civil service status or other right of employment shall accrue to Contractor 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 perforning 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.
10. 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
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11. 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.
12. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or
his/her duly authorized designee 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.
13. INSURANCE
Without limiting Consultanfs 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 or for 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.
14. 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 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 cotenancy, 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.
15. 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.
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16. OWNERSHIP OF DOCUMENTS
16.1 Each and every report, draft, map, record, plan, document and other
writing produced (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. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
16.2 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 Citys 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. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
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 dearly
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.
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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 his/her 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. CONFUCTS OF INTEREST
21.1 Consultant or its employees may be subject to the provisions of the
California, Political Reform Act of 1974 (the "Act"), which (1) requires such persons .to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating In making, decisions that will foreseeably financially affect such interest.
21.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. 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.
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. All notices, demands, requests or
approvals from Consultant to City shall be addressed to City at:
Attn: Tem L. Cassidy
Deputy City Manager/HR Director
.City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3256
Fax: 949-644-3305
22.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at
Attn: Dan Johnson, President
Public Agency Retirement Services
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4350 Von Kerman Avenue, Suite 100
Newport Beach, CA 92660
Phone: 949-250-6369
Fax 949-250-1250
23. TERMINATION
23.1 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.
23.2 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) 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.
24. STANDARD PROVISIONS
24.1 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.
24.2 Waiver. A waiver by either party of any breach, of any tern, 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.
24.3 Intearated 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.
24.4 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.
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24.5 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.
24.6 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.
24.7 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.
24.8 Controlling 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.
24.9 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, age or any other impermissible basis under law.
24.10 Counteroarts. 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]
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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: IUjI�IZ
By( V��
Aaron C. Harp
City Attorney 0
ATTEST:
Date: 11
BY:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: I / - /- / v
661'�9mk
By: jak'4- V .
Terri L. Cassidy
Deputy City Manager / HR Dire
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CONSULTANT: PHASE II SYSTEMS dba
Public Agency Retirement Services /
PARS, a Californ' corporation
Date: / / / 7 Le cZ-
By:
Tod Hammeras
Chief Financial Officer
Date: / 2-,e / Z
:
B 1��
Y
Tod Hammeras
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Exhibit D - Data Requirements
Al2-00664
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EXHIBIT A
SCOPE OF SERVICES
Consultant will provide the following services for the City of Newport Beach
PARS Defined Contribution Plan:
1. Plan Installation Services:
(A) Meeting with appropriate City personnel to discuss plan provisions,
implementation timelines, benefit communication strategies, data reporting and
contribution submission requirements;
(B) Providing the necessary analysis and advisory services to finalize these
elements of the Plan;
(C) Providing the documentation needed to establish the Plan for review by
City legal counsel, which must be reviewed and approved by City, as demonstrated by
the execution of this Agreement prior to the commencement of Consultant services;
(D) Upon City authorization, preparing and submitting application to the
Internal Revenue Service for a determination that the Plan is qualified (the application
fee for which shall be paid by City).
2. Plan Administration Services:
(A) Monitoring the receipt of Plan contributions made by City to the trustee
and/or custodian/recordkeeper of the PARS Trust Program ("Trustee and/or
Custodian/Recordkeeper*), based upon information received from City and the Trustee
and/or 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 Participant accounts, based upon information received from
City and/or Trustee and/or Custodian/Recordkeeper,
(C) Acting as ongoing liaison between the Participant and City in regard to
distribution payments, which shall include use by the Participants of toll-free telephone
communication to Consultant;
(D) Coordinating the processing of Participant distribution payments pursuant
to authorized written City certification of distribution eligibility, authorized direction by
City, the provisions further contained in this Agreement, and the provisions of the Plan;
(E) Directing Trustee and/or Custodian/Recordkeeper to make Participant
distribution payments, pursuant to City authorization provisions in this Agreement, and
producing required tax filings regarding said distribution payments;
Phase 11 Systems
(f) Notifying the Trustee and/or Custodian/Recordkeeper of the amount of
Plan assets available for further investment and management, or, the amount of Plan
assets necessary to be liquidated in order to fund Participant distribution payments;
(G) Coordinating actions with the Trustee and/or Custodian/Recordkeeper as
directed by the Plan Administrator within the scope this Agreement;
(H) Preparing and submitting a periodic Non-Contribution report which
includes all Participants who have received no new contributions for a period of time as
specified by the Plan Administrator, unless directed by City otherwise. Consultant is not
obligated by law or otherwise to provide a Non-Contribution report and this report in no
way obligates Consultant to generate distributions without specific instruction from City's
Plan Administrator as outlined in this Agreement;
(1) Preparing and submitting a monthly report of Plan activity to City, unless
directed by City otherwise;
(J) Preparing and submitting an annual report of Plan activity to City;
(K) Preparing individual annual statements and mailing in bulk to City, unless
directed by City otherwise;
(L) Preparing and submitting the Annual Report of Financial Transactions to
the California State Controller, as required by law, for the PARS Trust Program,
including the required certified audit of the PARS Trust.
3. Plan Compliance Services: Coordinating and preparing changes to the
Trust, Plan and other associated legal documents required by federal and state
agencies to keep the plan in compliance, for review by City legal counsel.
4. Consultant is not licensed to provide and does not offer tax, accounting,
legal, investment or actuarial advice.
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EXHIBIT B
SCHEDULE OF BILLING RATES
1. Consultant will 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) A one-time set-up fee upon implementation of Pian, $1,500.00 ("Set-Up
Fee"), which shall be paid directly by City.
(C) An annual fee in the amount of $250.00 shall be paid by City for the
Workers Compensation Insurance waiver of subrogation endorsement.
(D) A distribution fee equal to $20.00 per terminated Participant ("Distribution
Fee"), which shall be deducted solely from the terminating Participant's account.
(E) An annual asset fee paid by City or from Plan Assets based on the
following schedule("Asset Fee"):
For 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 (Please select one option below):
Annual Asset Fee shall be invoiced and paid by City.
❑ Annual Asset Fee shall be paid from Plan Assets.
(F) A fee equal to the out of pocket costs charged to Consultant by an outside
contractor for formatting contribution data on to a suitable magnetic media, charged only
if the contribution data received by Consultant from City is riot on readable magnetic
media ("Data Processing Fee").
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EXHIBIT C
1. INSURANCE REQUIREMENTS —PROFESSIONAL SERVICES
1.1 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.
1.2 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,Ctty's Risk Manager.
1.3 Coverage Requirements.
1.3.1 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.
1.3.1.1 Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, it officers, agents,
employees and volunteers.
1.3.2 General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and 9 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, products-completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
1.3.3 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 the 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.
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1.3.4 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 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.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this Agreement, with the exception of Professional Liability
Insurance, shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers 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 (except as it relates to the acts, errors or
omissions with respect to the performance of Citys respective duties as described In
Section 8 to this Agreement), and shall require similar written express waivers from
each of its subconsultants.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
1.4.3 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.
1.4.4 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.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 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.
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1.5.2 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 the Consultant sixty (60) days advance written notice of such
change. If such change results in substantial additional cost to the Consultant, City
and Consultant may renegotiate Consultant's compensation.
1.5.3 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.
1.5.4 Requirements not Limiting. Requirements of spec 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.
1.5.5 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.
1.5.6 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 terminate this agreement, or to suspend
Consultant's right to proceed until proper evidence of insurance Is provided.
1.5.7 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.
1.5.8 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.
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EXHIBIT D
DATA REQUIREMENTS
Consultant will provide the Services under this Agreement contingent upon receiving the
following information:
1. Contribution Data — transmitted to Consultant by email or on an IBM formatted
disk (360K, 1.2 MB or 1.44 MB) in ASCII code or Excel formats containing the
following items of employee information related to the covered payroll period:
(A) City name
(B) Employee's legal name
(C) Employee's social security number
(D) Payroll date
(E) Employer contribution amount
(F) Employee contribution amount
2. Distribution Data — written Plan Administrator's (or authorized designee's)
direction to commence distribution processing, which contains the following items
of Participant information:
(A) City name
(B) Participants legal name
(C) Participants social security number
(D) Participant's address
(E) Participant's phone number
(F) Participant's birth date
(G) Participant's condition of eligibility
(H) Participant's effective date of eligibility
(1) Signed certification of distribution eligibility from the Plan Administrator, or
authorized Designee
3. Executed Legal Documents:
(A) Certified Resolution
(B) Adoption Agreement
(C) Plan Document
(D) Trustee/Custodian/Recordkeeper Recordkeeping Agreements
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4. Completed Enrollment Forms(timely submitted by Participant)
5. Other information pertinent to the Services as reasonably requested by
Consultant.
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