CC SR 20191015 G - 457 Plan Pricing Investing Fee ReviewRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 10/15/2019
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to receive and file information related to an analysis
performed on the Rancho Palos Verdes Employee Retirement Plans (457(b), 401(a),
and RHS) administered through ICMA-RC.
RECOMMENDED COUNCIL ACTION:
1. Receive and file the report.
FISCAL IMPACT: None
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Christopher Browning, Senior Administrative Analyst
REVIEWED BY: Deborah Cullen, Director of Finance
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Investment Broker Contract (page A-1)
B. ICMA-RC updated contract for 457 and 401 plan (page B-1)
C. ICMA-RC updated contract for RHS plan (page C-1)
BACKGROUND AND DISCUSSION:
The City provides an employer-sponsored deferred compensation plan under Section
457(b) and a 401(a) defined contribution plan under the Internal Revenue Code.
Additionally, the City provides a retiree healthcare savings plan (RHS). The 457(b) plan
provides tax benefits to employees who make deposits into the plan for their retirement.
The 401(a) plan provides tax benefit retirement savings for eligible employees. The
RHS plan provides the employees pre-tax savings to be used to reimburse or pay for
qualified medical expenses at retirement on a tax-free basis. As the plan sponsor, the
City has certain fiduciary duties and responsibilities under state law (California State
Constitution, Article XVI Section 17). These duties and responsibilities focus on
ensuring the operation and investment of the public retirement plan is for the exclusive
purpose of providing benefits to participants and beneficiaries.
Specifically, fiduciary responsibilities include:
Investing the assets of the plan;
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Administering the plan; and
Engaging in a prudent process for making all decisions related to the operation of
the plan, including decisions related to the plan's investments and related
services.
Because of the complexity of the investment process and responsibilities, in July Staff
met with SFG Retirement Plan Consulting, LLC (SFGRPC), a retirement plan consulting
firm, to learn more about recent trends affecting the marketplace and laws governing
fiduciary requirements for the operation and investment of the City’s sponsored plans.
After meeting with SFGRPC, Staff determined it would in the best interest of the City
and plan to engage SFGRPC to conduct a request for information (RFI) of the current
plan and a request for proposals (RFP) to leading record keepers, including the
incumbent, ICMA-RC, at no cost to City or plan participants.
Analysis:
The RFI included a review of all contract-related data, including but not limited to:
administrative fees associated with those plans, investment options, asset values, fixed
account interest rates, and additional fees that may be charged by the plans. SFGRPC
identified the fees being charged can be reduced, the investment options can be
improved and the fixed interest credited to participants can be increased by either
moving to another record keeper or negotiating new terms with ICMA-RC. Utilizing the
information obtained through the RFI, SFGRPC conducted an RFP to leading record
keepers to determine whether the incumbent plan fees were competitive and fees
assessed from the investment options were reasonable. In addition, SFGRPC
negotiated new pricing and contract terms with ICMA-RC.
Based on SFGRPC's analysis of the RFP responses, it was determined that the plan
participants would benefit by implementing new contracts with ICMA-RC that will
provide them with lower fees, improved investment lineups selected by SFGRPC and a
higher fixed interest rate. The results of SFGRPC’s RFP and negotiations will reduce
the 457(b) and 401(a) ICMA-RC record-keeping fee by 93% and increase the
guaranteed interest rate (VT Plus) by 0.81%. The RFP results will also reduce the RHS
record-keeping fee by 31%. After incorporating SFGRPC’s consulting fee, the overall
457(b) and 401(a) plan costs will reduce 50% and the RHS costs will reduce 18%. The
new ICMA-RC contracts will also allow participants to select investments from an
improved comprehensive, institutional class investment menu selected by SFGRPC that
includes investment managers such as Vanguard, American Funds, Goldman Sachs,
PIMCO and more.
There is no cost to the City to engage the ongoing services of SFGRPC. SFGRPC’s
fees can be paid by the plan. SFGRPC’s fee for the ongoing services listed is .25%
annually for the 457(b) and 401(a) plans, and 0.15% annually for the RHS plan. All of
the positive results provided for the plans above already take into account and are net
of SFGRPC’s fees. SFGRPC’s Investment Advisory and Service Agreement will not
include a minimum contract period, which is a benefit to the City. The contract may be
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terminated with 60-day notice. Based on SFGRPC’s performance and demonstrated
experience in the RFI and RFP processes, the City is interested in engaging SFGRPC
to provide investment advisory and consulting services for employee plans. SFGRPC
will act as a fiduciary to the plan investments and will implement a due diligence
process for the City to follow and ensure the City is meeting its fiduciary responsibilities.
SFGRPC’s services will include the following:
Investment fiduciary
Fiduciary education and training
Investment policy statement development
Plan conversion support, including custom participant communications
Compliance assistance
Quarterly investment monitoring
In-depth qualitative and quantitative fund analysis
Annual plan demographic review
Participant education strategy and support (including on -site meetings).
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01135.0001/559520.1 1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SFG RETIREMENT PLAN CONSULTING, LLC
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SFG RETIREMENT PLAN CONSULTING, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into this ____ day of ________, 2019 by and between the City of Rancho Palos Verdes, a
California municipal corporation (“City”) and SFG Retirement Plan Consulting, LLC, a limited
liability company (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or
“work” hereunder. As a material inducement to the City entering into this Agreement, Consultant
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the services required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated
herein. Consultant shall at all times faithfully, competently and to the best of its ability,
experience and talent, perform all services described herein. Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be both of good quality as well as fit for the purpose intended. For
purposes of this Agreement, the phrase “highest professional standards” shall mean those
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standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Services shall include the Consultant’s scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
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day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of
eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract with
any subcontractor for work under this Agreement. Consultant shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor’s compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
Consultants. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed __________________________________ Dollars ($______)
(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
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2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant’s rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City’s Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall contain all information
specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding three (3)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
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Mark Schuster Managing Member
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Sergio Ibarra, Human Resources and Risk Manager, or such
person as may be designated by the City Manager. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
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control of Consultant’s employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or em ployees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise
with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, 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.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) 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
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
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(c) 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 $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 (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof 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. Insurance certificates and endorsements 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) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
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(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement 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 specifications 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 and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) 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 the 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.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
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against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) 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
specifications unless approved by City.
(p) 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.
(q) Additional 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.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
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(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
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cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use,
reuse or assignment of such completed documents for other projects and/or use of uncompleted
documents without specific written authorization by the Consultant will be at the City’s sole risk
and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to
such use, reuse or assignment. Consultant may retain copies of such documents for its own use.
Consultant shall have the right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event
Consultant fails to secure such assignment, Consultant shall indemnify City for all damages
resulting therefrom. Moreover, Consultant with respect to any documents and materials that may
qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials
are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
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Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the City
may take necessary steps to terminate this Agreement under this Article. Any failure on the part
of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of
the City’s legal rights or any rights arising out of any provision of this Agreement.
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7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
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Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days’ written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Consultant may determine. Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
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8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho
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Palos Verdes, 30940 Hawthorne Blvd, Rancho Palos Verdes, California 90275 and in the case of
the Consultant, to the person(s) at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 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
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
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“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01135.0001/559520.1 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Jerry V. Duhovic, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
SFG RETIREMENT PLAN, LLC
By:
Name: Mark Shuster
Title: Managing Member
By:
Name: JoAnn Parrino
Title: Partner
Address:225 South lake Avenue, Suite 600
Pasadena, CA 91101
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CON SULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01135.0001/559520.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2019 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01135.0001/559520.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2019 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relyi ng on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-24
01135.0001/559520.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will provide Fiduciary Services and Non-Fiduciary Services to the City
in relation to the City of Rancho Palos Verdes’ § 457 Deferred Compensation Plan,
§ 401 Money Purchase Plan and Trust Plan, and Retiree Health Savings Plan (the
“Services”), as follows:
A. FIDUCIARY SERVICES. Consultant shall act as a fiduciary of the Plans (defined
below in paragraph I.A.1. below) and as a registered investment Consultant under
the Investment Advisers Act of 1940 and shall provide the following services
(hereinafter “Fiduciary Services”):
1. Consistent with the City’s Investment Policy Statement, as adopted by
City Council resolution and as may be updated annually, Consultant will
select the initial investment options within the City’s §457 Deferred
Compensation Plan and §401 Money Purchase Plan and Trust Plan
(collectively, the “Plans”; “Plan” shall refer to any one of the Plans listed
in this paragraph). Consultant will periodically review the investments
within the Plans and shall be responsible for making additions/deletions
thereto.
2. Development of an investment policy statement (IPS). The IPS establishes
the investment policies and objectives for the Plans, and shall set forth the
asset classes and investment categories to be offered under the Plans, as
well as the criteria and standards for selecting and monitoring the
investments. The City shall have the ultimate responsibility and authority
to establish such policies and objectives and to review the Investment
Policy Statement annually.
3. Prepare and provide to the City quarterly investment advisory reports that
document consistency of fund management and performance to the
guidelines set forth in the IPS and make recommendations to maintain or
remove and replace investment options. Such quarterly reports shall show
the scoring methodology, scoring, returns and considerations that are
utilized in reviewing and scoring funds.
4. At the request of the Contract Officer, Consultant shall meet with the
Contract Officer as needed to discuss Consultant’s reports,
recommendations, and performance of the Services. Nevertheless,
Consultant shall also meet with the Contract Officer at least once per 12-
month period to discuss Consultant’s reports, recommendations, and
performance of the Services. This meeting may be conducted in person or
via webinar. Furthermore, in addition to any other reports requested by the
City through its Contract Officer, Consultant shall also provide the
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01135.0001/559520.1 A-2
Contract Officer with the following reports annually or as reasonably
requested by the Contract Officer:
a. Consultant Fee Benchmarking Report: This report shall
include a review of performance of funds and Plan items.
More specifically, this report will compare Consultant’s
fees and services to a database of industry norms for plan
advisors (including fees charged and services provided) for
plans of similar size.
b. Consultant Fee Earn Summary: As fees are paid from plan
assets and remitted by the Plan Record Keeper, consultant
shall provide a summary of all fees earned and received
during previous twelve (12) months, in lieu of submitting
invoices to City.
c. Service Plan: This report shall include specific named
action items and targeted deliverables.
d. Plan Cost Analysis: This report shall show all
investment, plan and advisor fees. This report shall also
show the current interest rate being credited and the net
effect to participants of Plan after fees.
e. Plan Fee Benchmarking: This report shall include a
benchmark of the Plan, investment and advisor fees against
other plans with similar demographics.
f. Investment Review: This report shall show the scoring
methodology, scoring, returns and considerations that are
utilized in reviewing and scoring funds.
5. Selection of a qualified default investment alternative (“QDIA”) for
participants who fail to make an investment election.
B. NON-FIDUCIARY SERVICES. Consultant will perform the following non-
fiduciary services (“Non-Fiduciary Services”):
1. Assist in the education of the participants in the Plans about general
investing principles and the investment alternatives available under the
Plans. Consultant will not provide investment advice concerning the
appropriateness of any investment option for a particular participant or
beneficiary under the Plans and will not be acting as an ERISA fiduciary
for purposes of providing educational services.
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01135.0001/559520.1 A-3
2. Assist in the group enrollment meetings designed to increase Plans
participation among City employees. Consultant will not be acting as a
fiduciary for purposes of providing enrollment support services.
3. Distribute periodic newsletters to City with pertinent compliance and Plan
administration information.
4. Distribute periodic newsletters to the City for distribution to their
participants with retirement and financial education material.
5. Assist City in the transition of record-keepers and/or Plans providers.
6. Assist City in their communications with the vendor which shall include
but not be limited to such entities as record-keepers and third-party
administrators.
7. Assist City in coordinating employee education meetings.
8. Assist City in resolving vendor service issues which shall include but not
be limited to such entities as record-keepers and third-party administrators.
9. Provide initial (one-time) RFP services and plan fee negotiations on behalf
of City.
10. Provide the City with California Constitution Article 16, Section 17
compliance updates and Fiduciary best practices such as diversification of
plan investments, plan document execution and managing plan expenses.
C. CONSULTING & CO-FIDUCIARY ACKNOWLEDGMENTS.
The City acknowledges the following:
The City, as the responsible plan fiduciary for the City’s § 457 Deferred
Compensation Plan and § 401 Money Purchase Plan and Trust Plan, has
the authority to designate investment alternatives under the Plans and the
related trust(s), and to enter into an agreement with third parties to assist in
these and related duties.
In performing its Fiduciary Services, Consultant is acting as a fiduciary of
the Plans and as a registered investment Consultant under the Investment
Advisor’s Act of 1940.In performing the Non-Fiduciary Services,
Consultant is not acting as a fiduciary of the Plans
In performing both Non-Fiduciary Services and Fiduciary Services,
Consultant does not act as, nor has Consultant agreed to assume the duties
of, a trustee or the Plan Administrator, and Consultant has no discretion or
responsibility to interpret the Plan documents, to determine eligibility or
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01135.0001/559520.1 A-4
participation under the Plans, or to take any other action with respect to the
management, administration or any other aspect of the Plans.
Consultant will perform the Fiduciary Services described herein in
accordance with the standard of care of the prudent man rule set forth in
ERISA Section 404(a)(1)(B) or comparable state law.
Consultant will perform the Non-Fiduciary Services described herein
using reasonable business judgment and shall not be liable for any
liabilities and claims arising thereunder, unless directly arising from
Consultant’s intentional misconduct or gross negligence, except as
prescribed and authorized in Section 5.3.
Consultant does not provide legal or tax advice.
Investments are subject to various market, political, currency, economic,
and business risks, and may not always be profitable. As a result,
Consultant does not and cannot guarantee financial results.
Consultant may, by reason of performing services for other clients, from
time to time acquire confidential information. City acknowledges and
agrees that Consultant is unable to divulge to the City or any other party,
or to act upon, any such confidential information with respect to its
performance of this Agreement.
Consultant is entitled to rely upon all information provided to Consultant
(whether financial or otherwise) from reputable third parties or by City,
City’s representatives or third-party service providers to City, the Plan or
the Consultant, without independent verification. City agrees to promptly
notify Consultant in writing of any material change in the financial and
other information provided to Consultant and to promptly provide any
such additional information as may be reasonably requested by Consultant.
Consultant will not be responsible for voting (or recommending how to
vote) proxies of any publicly traded securities (including mutual fund
shares) held by the Plan (or its trust). Responsibility for voting proxies of
investments held by the Plans or its trust remain with City (or, if
applicable, the participants of the Plan).
City understands that Consultant (i) may perform other services for other
clients, (ii) may charge a different fee for other clients, and (iii) may give
advice and take action that is different for each client even when
retirement plans are similar.
City acknowledges that Consultant has no responsibility to provide any
services related to the following types of assets: real estate (except for real
estate funds and publicly traded REITs); stock brokerage accounts or
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01135.0001/559520.1 A-5
mutual fund windows; participant loans; non-publicly traded partnership
interests; other non-publicly traded securities (other than collective trusts
and similar vehicles); or other hard-to-value securities or assets. Such
assets (except for real estate funds, publicly traded REITs, and collective
trusts and similar vehicles) shall be referred to collectively as “Excluded
Assets.” The Excluded Assets shall be disregarded in determining the Fees
payable to Consultant pursuant to Section 3.3 and Exhibit C of this
Agreement, and the Fees shall be calculated only on the remaining assets
(the “Included Assets”).
The Plan and related Trust permit payment of fees out of Plan assets. City
has determined that the fees charged by Consultant are reasonable and are
the obligation of the Plan; however, if City desires, it may pay the fees
directly, rather than with Plan assets.
City acknowledges receipt and undertakes to review and consider the
disclosures made by Consultant (including in this Agreement, the Form
ADV Part 2 and Consultant Privacy Policy, which is incorporated into this
Agreement and attached in Appendix B of Exhibit A), in particular the
portions related to services, compensation, and potential conflicts of
interest, as well as the remainder of the disclosures concerning, among
other matters, background information such as educational and business
history, business practices such as the types of Consultant services
provided, the methods of securities analysis used, and the like.
Further, City consents to electronic delivery (via email or other generally
accepted method) of current and future distributions of Consultant’s Form
ADV Part 2 and Privacy Policy. Consent to electronic delivery may be
canceled at any time by sending a written request to Consultant.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Consultant shall provide such status reports that may be required by the City from
time to time.
III. In addition to the requirements of Section 6.2 and this Exhibit “A”, during performance
of the Services, Consultant will keep the City appraised of the status of performance by
delivering the following status reports:
A. Consultant shall provide such status reports that may be required by the City from
time to time.
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
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01135.0001/559520.1 A-6
A. Mark Shuster, Managing Member
B. JoAnn Parrino, Partner,
C. Other supporting personnel of SFG Retirement Plan Consulting, LLC., including
but not limited to:
i. Relationship/Case Manager
ii. Investment Analyst
iii. Compliance Manager/Director
iv. Controller
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01135.0001/559520.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.
I. Section 1.4(a) “Public Work” is hereby deleted.
II. Section 2.1, Contract Sum, is amended as follows (strikethrough represents deleted language
while bold italics represent new language):
“Subject to any limitations set forth in this Agreement, City agrees to pay Consultant
shall be compensated pursuant to and the amounts specified in the “Schedule of
Compensation” attached hereto as in accordance with the provisions of Exhibit “C”,
and incorporated herein by this reference. The total compensation, including
reimbursement for actual expenses, shall not exceed
__________________________________ Dollars ($______) (the “Contract Sum”),
unless additional compensation is approved pursuant to Section 1.9.”
III. Section 2.4, “Invoices,” is hereby deleted.
IV. Section 3.5, “Term” is amended as follows (strikethrough represents deleted language while
bold italics represents new language):
“Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect commencing on ______, 2019, until
completion of the services but not exceeding one (1) three (3) years from the date
hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”
V. Section 5.2(i), “Notice of Cancellation,” is amended as follows (strikethrough represents
deleted language while bold italics represents new language):
“Consultant agrees to provide oblige its insurance agent or broker and insurers to provide
to City with a thirty (30) day notice of cancellation (except for nonpayment for which a
ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
Said notice shall be in writing sent via certified mail return receipt requested”
VI. Section 6.4(a), “Confidentiality and Release of Information”, is amended as follows
(strikethrough represents deleted language while bold italics represents new language):to
read:
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01135.0001/559520.1 B-2
“All information gained or work product produced by Consultant in performance
of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or
disclose any such information or work product to persons or entities other than
City without prior written authorization from the Contract Officer, except as
required by law.”
VII. Section 7.2, Disputes; Default, is amended as follows (strikethrough represents deleted
language while bold italics represents new language):to read
“In the event that Consultant is in default under the terms of this Agreement, the
City shall not have any obligation or duty to continue compensating Consultant
for any work performed after the date of default. Instead, the City may give notice
to Consultant of the default and the reasons for the default. The notice shall
include the timeframe in which Consultant may cure the default. This timeframe
is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. In the alternative, the City may, in its sole discretion,
elect to pay some or all of the outstanding invoices during the period of default. If
Consultant does not cure the default, the City may take necessary steps to
terminate this Agreement under this Article. Any failure on the part of the City to
give notice of the Consultant’s default shall not be deemed to result in a waiver of
the City’s legal rights or any rights arising out of any provision of this
Agreement.”
VIII. Section 7.3, “Retention of Funds,” is hereby deleted.
IX. Section 7.8, “Termination Prior to Expiration of Term,” is amended as follows
(strikethrough represents deleted language while bold italics represents new language):
“This Section shall govern any termination of this Contract except as specifically
provided in the following Section for termination for cause. The City reserves the
right to terminate this Contract at any time, with or without cause, upon thirty (30)
days’ written notice to Consultant, except that where termination is due to the
fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Consultant reserves the right
to terminate this Contract at any time, with or without cause, upon sixty (60) days’
written notice to City, except that where termination is due to the fault of the City,
the period of notice may be such shorter time as the Consultant may determine.
Upon receipt of any notice of termination, Consultant shall immediately cease all
services hereunder except such as may be specifically approved by the Contract
Officer. Except where the Consultant has initiated termination, the Consultant
shall be entitled to compensation for all services rendered prior to the effective
date of the notice of termination and for any services authorized by the Contract
Officer thereafter in accordance with the Schedule of Compensation or such as
may be approved by the Contract Officer, except as provided in Section 7.3. In the
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01135.0001/559520.1 B-3
event the Consultant has initiated termination, the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced
hereunder. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non-terminating party with the opportunity
to cure pursuant to Section 7.2.”
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01135.0001/559520.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall be compensated for the Services as follows:
A. For the provision of Services, Consultant shall be solely compensated by Plan
participants in arrears and on a monthly basis, wherein each monthly period is the
“Billing Period.” The Billing Period will commence the date that the city and
ICMA, enter into new RHS, 457(b) and 401(a) Recordkeeping Expense Account
Agreements as follows:
B. Consultant’s compensation will be automatically deducted from each Plan
participant’s account in the City of Rancho Palos Verdes’ §457(b) Deferred
Compensation Plan, §401(a) plan, and Retiree Health Savings plan (“Plan”) assets
and directly paid to Consultant by ICMA, pursuant to the applicable
Recordkeeping Expense Account Agreement between City and ICMA.
C. For purposes of determining and calculating Consultant’s compensation, Plan
assets are valued net of Excluded Assets as of the last day of a calendar month,
unless otherwise indicated. All fees shall be received in arrears. The Consultant’s
annual compensation for Services shall be calculated as follows:
(1) Advisory Services Fee Schedule:
a. 457(b) and 401(a) Plans: As of the conversion date, twenty-five
(25) basis points (0.25%) of included Plan assets payable monthly (0.0208% per month). Fees
will be deducted from Plan assets and will be paid to Consultant by the record-keeper.
b. (ii) Retiree Health Savings (RHS) Plan: As of the conversion date,
fifteen (15) basis points (0.15%) of included Plan assets payable monthly (0.0125% per month).
Fees will be deducted from Plan assets and will be paid to Consultant by the record-keeper.
(2) Advisory Services Fees shall be allocated between the 457(b) and 401(a)
Plans, each month, on a pro rata basis, based on Plan assets, net of
Excluded Assets.
D. Because Consultant is solely and automatically compensated based upon a
participant’s participation in the Plan, Payments to Consultant shall automatically
be deducted from each Plan participant’s account on a pro-rata basis.
E. If this Agreement is terminated prior to the end of a Billing Period, Consultant
shall be entitled to a fee that is prorated for the number of days in the Billing
Period prior to the effective date of termination and shall be paid by Plan
participants as provided in Section I(A) of this Exhibit “C”.
F. All fees are payable to “SFG Retirement Plan Consulting, LLC.”
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01135.0001/559520.1 C-2
F. Because Consultant is solely and automatically compensated by Plan assets,
Consultant acknowledges and agrees that City shall not be obligated to
compensate Consultant for any Services rendered pursuant to this Agreement and
that Consultant’s compensation under this Agreement shall be solely derived from
assets in the Plan as described in this Exhibit “C.”
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services. NOT APPLICABLE
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9. NOT APPLICABLE.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include: NOT APPLICABLE
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE.
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01135.0001/559520.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with a schedule
developed in conjunction with the City.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Consultant shall deliver such tangible work product as may be required from
time to time by the City.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
A-36
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Rancho Palos Verdes
Type: 457
Account #: 301077
Type: 401
Account #: 108652
B-1
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (“Agreement”), made as of the day
of , 20____ between the International City Management Association Retirement
Corporation (“ICMA-RC”), a nonprofit corporation organized and existing under the
laws of the State of Delaware, and the City of Rancho Palos Verdes (“Employer”), a city
organized and existing under the laws of the State of California with an office at 30940
Hawthorne Boulevard, Rancho Palos Verdes, CA 90275.
RECITALS
Employer acts as public plan sponsor of a retirement plan (“Plan”), and in that
capacity, has responsibility to obtain administrative services and investment alternatives
for the Plan;
VantageTrust is a group trust established and maintained in accordance with New
Hampshire Revised Statutes Annotated section 391:1 and Internal Revenue Service
Revenue Ruling 81-100, 1981-1 C.B. 326, which provides for the commingled
investment of retirement funds;
ICMA-RC, or its wholly owned subsidiary, acts as investment adviser to
VantageTrust Company, LLC, the Trustee of VantageTrust;
ICMA-RC has designed, and VantageTrust offers, a series of separate funds (the
“Funds”) for the investment of plan assets as referenced in VantageTrust’s principal
disclosure documents, the VantageTrust Disclosure Memorandum and the Funds’ Fact
Sheets (together, “VT Disclosures”); and
ICMA-RC provides a range of services to public employers for the operation of
employee retirement plans including, but not limited to, communications concerning
investment alternatives, account maintenance, account recordkeeping, investment and tax
reporting, transaction processing, and benefit disbursement.
B-2
AGREEMENTS
1. Appointment of ICMA-RC
Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all
nondiscretionary functions necessary for the administration of the Plan. The functions to
be performed by ICMA-RC shall be those set forth in Exhibit A to this Agreement.
2. Adoption of Trust
Employer has adopted the Declaration of Trust of VantageTrust Company and agrees to
the commingled investment of assets of the Plan within VantageTrust. Employer agrees
that the investment, management, and distribution of amounts deposited in VantageTrust
shall be subject to the Declaration of Trust, as it may be amended from time to time and
shall also be subject to terms and conditions set forth in disclosure documents (such as
the VT Disclosures or Employer Bulletins) as those terms and conditions may be adjusted
from time to time.
3. Exclusivity Agreement
Employer agrees that for the initial or succeeding term of this Agreement specified in
Section 11, so long as ICMA-RC continues to perform in all material respects the
services to be performed by it under this Agreement, Employer shall not obtain plan
administration from anyone other than ICMA-RC. Employer acknowledges that ICMA-
RC has agreed to the compensation to be paid to ICMA-RC under this Agreement in the
expectation that ICMA-RC will be able to offset costs allocable to performing this
Agreement with revenues arising from Employer's exclusive use of ICMA-RC at the
rates provided herein throughout the initial or succeeding term.
4. Employer Duty to Furnish Information
Employer agrees to furnish to ICMA-RC on a timely basis such information as is
necessary for ICMA-RC to carry out its responsibilities as Administrator of the Plan,
including information needed to allocate individual participant accounts to Funds in
VantageTrust, and information as to the employment status of participants, and
participant ages, addresses, and other identifying information (including tax identification
numbers). Employer also agrees that it will notify ICMA-RC in a timely manner
regarding changes in staff as it relates to various roles. Such notification is to be
completed through the online EZLink employer contact options. ICMA-RC shall be
entitled to rely upon the accuracy of any information that is furnished to it by a
responsible official of the Employer or any information relating to an individual
participant or beneficiary that is furnished by such participant or beneficiary, and ICMA-
RC shall not be responsible for any error arising from its reliance on such information.
ICMA-RC will provide reports, statements and account information to the Employer
through EZLink, the online plan administrative tool.
B-3
Employer is required to send in contributions through EZLink, the online plan
administration tool provided by ICMA-RC. Alternative electronic methods may be
allowed but must be approved by ICMA-RC for use. Contributions may not be sent
through paper submittal documents.
To the extent Employer selects third-party funds that do not have fund profile
information provided to ICMA-RC through our electronic data feeds from external
sources (such as Morningstar) or third-party fund providers, the Employer is responsible
for providing to ICMA-RC timely fund investment updates for disclosure to Plan
participants. Such updates may be provided to ICMA-RC through the Employer’s
investment consultant or other designated representative.
5. ICMA-RC Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is a non-profit corporation with full power and authority to
enter into this Agreement and to perform its obligations under this
Agreement. The ability of ICMA-RC, or its wholly owned subsidiary, to
serve as investment adviser to VantageTrust Company is dependent upon
the continued willingness of VantageTrust Company for ICMA-RC, or its
wholly owned subsidiary, to serve in that capacity.
(b) ICMA-RC is an investment adviser registered as such with the U.S.
Securities and Exchange Commission under the Investment Advisers Act
of 1940, as amended.
(c)(i) ICMA-RC shall maintain and administer the Plan in accordance with the
requirements for eligible deferred compensation plans under Section 457
of the Internal Revenue Code and other applicable federal law; provided,
however, that ICMA-RC shall not be responsible for the eligible status of
the Plan in the event that the Employer directs ICMA-RC to administer the
Plan or disburse assets in a manner inconsistent with the requirements of
Section 457 or otherwise causes the Plan not to be carried out in
accordance with its terms. Further, in the event that the Employer uses its
own customized plan document, ICMA-RC shall not be responsible for
the eligible status of the Plan to the extent affected by terms in the
Employer’s plan document that differ from those in ICMA-RC’s standard
plan document. ICMA-RC shall not be responsible for monitoring state or
local law applicable to retirement plans or for administering the Plan in
compliance with local or state requirements regarding plan administration
unless Employer notifies ICMA-RC of any such local or state
requirements.
(c)(ii) ICMA-RC shall maintain and administer the Plan in accordance with the
requirements for plans which satisfy the qualification requirements of
Section 401 of the Internal Revenue Code and other applicable federal
B-4
law; provided, however, ICMA-RC shall not be responsible for the
qualified status of the Plan in the event that the Employer directs ICMA-
RC to administer the Plan or disburse assets in a manner inconsistent with
the requirements of Section 401 or otherwise causes the Plan not to be
carried out in accordance with its terms; provided, further, that if the plan
document used by the Employer contains terms that differ from the terms
of ICMA-RC's standardized plan document, ICMA-RC shall not be
responsible for the qualified status of the Plan to the extent affected by the
differing terms in the Employer's plan document. ICMA-RC shall not be
responsible for monitoring state or local law applicable to retirement plans
or for administering the Plan in compliance with local or state
requirements regarding plan administration unless Employer notifies
ICMA-RC of any such local or state requirements.
6. Employer Representations and Warranties
Employer represents and warrants to ICMA-RC that:
(a) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into
and perform its obligations under this Agreement and to act for the Plan
and participants in the manner contemplated in this Agreement. Execution,
delivery, and performance of this Agreement will not conflict with any
law, rule, regulation or contract by which the Employer is bound or to
which it is a party.
(b) Employer understands and agrees that ICMA-RC’s sole function under
this Agreement is to act as recordkeeper and to provide administrative,
investment or other services at the direction of Plan participants, the
Employer, its agents or designees in accordance with the terms of this
Agreement. Under the terms of this Agreement, ICMA-RC does not
render investment advice, is neither the “Plan Administrator” nor “Plan
Sponsor” as those terms are defined under applicable federal, state, or
local law, and does not provide legal, tax or accounting advice with
respect to the creation, adoption or operation of the Plan and its related
trust. ICMA-RC does not perform any service under this Agreement that
might cause ICMA-RC to be treated as a “fiduciary” of the Plan under
applicable law, except, and only, to the extent that ICMA-RC provides
investment advisory services to individual participants enrolled in Guided
Pathways Advisory Services.
(c) Employer acknowledges and agrees that ICMA-RC does not assume any
responsibility with respect to the selection or retention of the Plan’s
investment options. Employer shall have exclusive responsibility for the
Plan’s investment options, including the selection of the applicable mutual
fund share class. Where applicable, Employer understands that the VT
Retirement IncomeAdvantage Fund is an investment option for the Plan
B-5
and that the fund invests in a separate account available through a group
variable annuity contract. By entering into this Agreement, Employer
acknowledges that it has received the Important Considerations document
and the VT Disclosures and that it has read the information therein
concerning the VT Retirement IncomeAdvantage Fund.
(d) Employer acknowledges that certain such services to be performed by
ICMA-RC under this Agreement may be performed by an affiliate or
agent of ICMA-RC pursuant to one or more other contractual
arrangements or relationships, and that ICMA-RC reserves the right to
change vendors with which it has contracted to provide services in
connection with this Agreement without prior notice to Employer.
(e) Employer acknowledges that it has received ICMA-RC’s Fee Disclosure
Statement, prepared in substantial conformance with ERISA regulations
regarding the disclosure of fees to plan sponsors.
(f) Employer approves the use of its Plan in ICMA-RC external media,
publications and materials. Examples include press releases
announcements and inclusion of the general plan information in request
for proposal responses.
7. Participation in Certain Proceedings
The Employer hereby authorizes ICMA-RC to act as agent, to appear on its behalf, and to
join the Employer as a necessary party in all legal proceedings involving the garnishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Plan. Unless Employer notifies ICMA-RC otherwise, Employer consents to the
disbursement by ICMA-RC of benefits that have been garnished or transferred to a
former spouse, current spouse, or child pursuant to a domestic relations order or child
support order.
8. Compensation and Payment
(a) Participant Fees. Plan participant accounts shall be assessed an asset-
based fee to cover the costs of record-keeping and other services provided
by ICMA-RC, and other costs associated with the Plans as directed by the
Employer. The Employer shall work with ICMA-RC to determine the
appropriate amount of the gross asset-based fee to be charged to
participant accounts, which may be increased or decreased from time to
time at the direction of the Employer. At the inception of this contract the
participant fee shall be 0.317%.
(b) Revenue Requirement. ICMA-RC shall receive total annual aggregate
revenue of 0.067% of Plan assets under ICMA-RC’s administration for
providing recordkeeping and other services to the Plans. Such revenue
shall be deducted by ICMA-RC from amounts collected through the
B-6
application of the asset-based fee described in Section 8(a) prior to
allocation of any participant level asset-based fees to the Administrative
Allowance Account described is Section 8(c) below.
(c) Administrative Allowance Account. Amounts collected through the
application of the asset-based fee described in Section 8(a) above in
excess of the Revenue Requirement specified in Section 8(b) above, if
any, shall be held in an Administrative Allowance Account (that is
maintained as a Plan asset by ICMA-RC). Employer understands that the
Plan administrative allowance is to be used only to pay for reasonable plan
administrative expenses of the Plan or allocated to Plan participants at the
instruction of the Employer.
(d) Revenue Received from Investment Options. Neither ICMA-RC nor the
Employer shall retain recordkeeping revenue received directly from
investment options made available under the Plan. ICMA-RC shall be
compensated from fees collected from participant accounts through the
application of the asset-based fee described in Section 8(a) above. In the
event that any Plan investment options do generate revenue from plan
investments, ICMA-RC shall, as directed by the Employer, credit any and
all revenue back to those participant accounts invested in the option in
question.
(e) Compensation for Management Services to VantageTrust,
Compensation for Advisory and other Services to the VT III
Vantagepoint Funds and Payments from Third-Party Mutual Funds.
Employer acknowledges that, in addition to amounts payable under this
Agreement, ICMA-RC receives fees from VantageTrust for investment
advisory services and plan and participant services furnished to
VantageTrust. Employer further acknowledges that ICMA-RC, including
certain of its wholly owned subsidiaries, receives compensation for
advisory and other services furnished to the VT III Vantagepoint Funds,
which serve as the underlying portfolios of a number of Funds offered
through VantageTrust. For a VantageTrust Fund that invests substantially
all of its assets in a third-party mutual fund not affiliated with ICMA-RC,
ICMA-RC or its wholly owned subsidiary receives payments from the
third-party mutual fund families or their service providers in the form of
12b-1 fees, service fees, compensation for sub-accounting and other
services provided based on assets in the underlying third-party mutual
fund. These fees are described in the VT Disclosures and ICMA-RC’s fee
disclosure statement. In addition, to the extent that third party mutual
funds are included in the investment line-up for the Plan, ICMA-RC
receives administrative fees from its third party mutual fund settlement
and clearing agent for providing administrative and other services based
on assets invested in third party mutual funds; such administrative fees
come from payments made by third party mutual funds to the settlement
and clearing agent.
B-7
(f) Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fund by
ICMA-RC. ICMA-RC remits 100% of redemption fees back to the
specific mutual fund to which redemption fees apply. These redemption
fees and the individual mutual fund’s policy with respect to redemption
fees are specified in the prospectus for the individual mutual fund and
referenced in the VT Disclosures.
(g) Payment Procedures. All payments to ICMA-RC pursuant to this Section
8 shall be made from Plan assets held by VantageTrust or received from
third-party mutual funds or their service providers in connection with Plan
assets invested in such third-party mutual funds, to the extent not paid by
the Employer. The amount of Plan assets administered by ICMA-RC shall
be adjusted as required to reflect any such payments as are made from the
Plan. In the event that the Employer agrees to pay amounts owed pursuant
to this Section 8 directly, any amounts unpaid and outstanding after 30
days of invoice to the Employer shall be withdrawn from Plan assets.
The compensation and payment set forth in this Section 8 are contingent upon the
Employer’s use of ICMA-RC’s EZLink system for contribution processing and
submitting contribution funds by ACH or wire transfer on a consistent basis over the
term of this Agreement. The compensation in this Section 8 is also based on the
Employer offering the Vantagepoint PLUS Fund as the sole stable value fund.
The compensation and payment in this Section 8 will take effect the month following
a custom fund lineup change
Employer further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re-negotiation in the event that the Employer (a)
chooses to implement additional mutual funds that neither (i) trade via NSCC nor (ii)
meet ICMA-RC’s daily trading operational guidelines or (b) chooses to implement
investment options that are not mutual funds.
9. Contribution Remittance
Employer understands that amounts invested in the Plan are to be remitted directly to
Vantagepoint Transfer Agents in accordance with instructions provided to Employer by
ICMA-RC and are not to be remitted to ICMA-RC. In the event that any check or wire
transfer is incorrectly labeled or transferred to ICMA-RC, ICMA-RC may return it to
Employer with proper instructions.
10. Indemnification
ICMA-RC shall not be responsible for any acts or omissions of any person with respect
to the Plan or its related trust, other than ICMA-RC in connection with the administration
or operation of the Plan. Employer shall indemnify ICMA-RC against, and hold ICMA-
B-8
RC harmless from, any and all loss, damage, penalty, liability, cost, and expense,
including without limitation, reasonable attorney’s fees, that may be incurred by, imposed
upon, or asserted against ICMA-RC by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or person
with respect to the Plan or its related trust, excepting only any and all loss, damage,
penalty, liability, cost or expense resulting from ICMA-RC’s negligence, bad faith, or
willful misconduct.
11. Term
The term of this Agreement will extend three (3) years from the date of completion and
reconciliation of the transition of assets of the Plan from the prior record keepers to
ICMA-RC. This Agreement will be renewed automatically for each succeeding year
unless written notice of termination is provided by either party to the other no less than
60 days before the end of such Agreement year. Notwithstanding the foregoing, the
Employer may terminate this Agreement at any time upon 60 days written notice to
ICMA-RC.
12. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the parties.
(b) ICMA-RC may modify this agreement by providing 60 days’ advance written
notice to the Employer prior to the effective date of such proposed modification.
Such modification shall become effective unless, within the 60-day notice period,
the Employer notifies ICMA-RC in writing that it objects to such modification.
(c) The parties agree that enhancements may be made to administrative services
under this Agreement. The Employer will be notified of enhancements through
the Employer Bulletin, quarterly statements, electronic messages or special
mailings. Likewise, if there are any reductions in fees, these will be announced
through the Employer Bulletin, quarterly statement, electronic messages or
special mailing.
13. Notices
Unless otherwise provided in this Agreement, all notices required to be delivered under
this Agreement shall be in writing and shall be delivered, mailed, e-mailed or faxed to the
location of the relevant party set forth below or to such other address or to the attention of
such other persons as such party may hereafter specify by notice to the other party.
ICMA-RC: Legal Department, ICMA Retirement Corporation, 777 North
Capitol Street, N.E., Suite 600, Washington, D.C., 20002-4240
Facsimile; (202) 962-4601
B-9
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number or e-mail address designated by the
Employer to receive the same by written notice similarly given.
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is appropriate
confirmation of receipt; (ii) if given by mail or e-mail, upon transmission to the designated
address with no indication that such address is invalid or incorrect; or (iii) if given by any
other means, when actually delivered at the aforesaid address.
14. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole agreement
between ICMA-RC and Employer relating to the object of this Agreement and correctly
sets forth the complete rights, duties and obligations of each party to the other as of its
date. This Agreement supersedes all written and oral agreements, communications or
negotiations among the parties. Any prior agreements, promises, negotiations or
representations, verbal or otherwise, not expressly set forth in this Agreement are of no
force and effect.
15. Titles
The headings of Sections of this Agreement and the headings for each of the attached
schedules are for convenience only and do not define or limit the contents thereof.
16. Incorporation of Exhibits
All Exhibits (and any subsequent amendments thereto), attached hereto, and referenced
herein, are hereby incorporated within this Agreement as if set forth fully herein.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of California, applicable to contracts made in that jurisdiction without reference to
its conflicts of laws provisions.
B-10
In Witness Whereof, the parties hereto certify that they have read and understand this
Agreement and all Schedules attached hereto and have caused this Agreement to be
executed by their duly authorized officers as of the Inception Date first above written.
CITY OF RANCHO PALOS VERDES
By _____________________________
Signature/Date
By _____________________________
Name and Title (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
By _____________________________
Erica McFarquhar
Assistant Secretary
Please return an executed copy of the Agreement to a Delivery Address, either:
(a) Electronically to PlanAdoptionServices@icmarc.org, or
(b) In paper form to ICMA-RC
ATTN: PLAN ADOPTION SERVICES
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
B-11
Exhibit A
Administrative Services
The administrative services to be performed by ICMA-RC under this Agreement shall be
as follows:
(a) Participant enrollment services, including providing a welcome package and
enrollment kit containing instructions and notices necessary to implement the
Plan’s administration. Employees will enroll online or through a paper
form. Employer can also enroll employees through EZLink.
(b) Establishment of participant accounts for each employee participating in the Plan for
whom ICMA-RC receives appropriate enrollment instructions. ICMA-RC is not
responsible for determining if such Plan participants are eligible under the terms of
the Plan.
(c) Allocation in accordance with participant directions received in good order of
individual participant accounts to investment funds offered under the Plan.
(d) Maintenance of individual accounts for participants reflecting amounts deferred,
income, gain or loss credited, and amounts distributed as benefits.
(e) Maintenance of records for all participants for whom participant accounts have been
established. These files shall include enrollment instructions (provided to ICMA-
RC through Account Access or EZLink), beneficiary designation instructions and all
other documents concerning each participant's account.
(f) Provision of periodic reports to the Employer through EZLink. Participants will
have access to account information through Investor Services, Voice Response
System, Account Access, and Text Access, and through quarterly statements that
can be delivered electronically through Account Access or by postal service.
(g) Communication to participants of information regarding their rights and elections
under the Plan.
(h) Making available Investor Services Representatives through a toll-free telephone
number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday through Friday
(excluding holidays and days on which the securities markets or ICMA-RC are
closed for business (including emergency closings)), to assist participants.
(i) Making available access to ICMA-RC’s web site, to allow participants to access
certain account information and initiate certain plan transactions at any time.
Account access is normally available 24 hours a day, seven days a week except
during scheduled maintenance periods designed to ensure high-
quality performance. The scheduled maintenance window is outlined at
https://accountaccess.icmarc.org.
(j) Maintaining the security and confidentiality of client information through a
system of controls including but not limited to, as appropriate: restricting plan and
participant information only to those who need it to provide services, software
B-12
and hardware security, access controls, data back-up and storage procedures, non-
disclosure agreements, security incident response procedures, and audit reviews.
(k) Making available access to ICMA-RC’s plan sponsor EZLink web site to allow
plan sponsors to access certain plan information and initiate plan transactions
such as enrolling participants and managing contributions at any time. EZLink is
normally available 24 hours a day, seven days a week except during scheduled
maintenance periods designed to ensure high-quality performance. The scheduled
maintenance window is outlined at https://ezlink.icmarc.org.
(l) Distribution of benefits as agent for the Employer in accordance with terms of the
Plan. Participants who have separated from service can request distributions
through Account Access or via form.
(m) Upon approval by the Employer that a domestic relations order is an acceptable
qualified domestic relations order under the terms of the Plan, ICMA-RC will
establish a separate account record for the alternate payee and provide for the
investment and distribution of assets held thereunder.
(n) Loans may be made available on the terms specified in the Loan Guidelines, if loans
are adopted by the Employer. Participants can request loans through Account
Access.
(o) Guided Pathways Advisory Services – ICMA-RC’s participant advice service,
“Fund Advice”, and asset allocation service, “Asset Class Guidance” may be
made available through a third-party vendor on the terms specified on ICMA-
RC’s website.
(p) ICMA-RC will determine appropriate delivery method (electronic and/or print)
for plan sponsor/participant communications and education based on a number of
factors (audience, effectiveness, etc.).
B-13
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Rancho Palos Verdes
Type: VantageCare RHS
Account Number: 803392
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Plan # 803392
2 -
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement, made as of the_____day of__________________, 20____ (herein referred to as
the "Inception Date"), between The International City Management Association Retirement
Corporation ("ICMA-RC"), a nonprofit corporation organized and existing under the laws of the
State of Delaware; and the City of Rancho Palos Verdes ("Employer") a local governmental
instrumentality organized and existing under the laws of the State of California with an office at
30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275.
RECITALS
Employer acts as a public plan sponsor for a retiree health plan with responsibility to obtain
investment alternatives and services for employees participating in that plan;
Employer desires to make the VantageCare Retirement Health Savings (“RHS”) Program provided
by ICMA-RC available to its employees through the Employer’s integral part trust (“Trust”) and
the Employer’s welfare benefits plan (“Plan”);
ICMA-RC, or its wholly owned subsidiary, acts as investment adviser to VantageTrust Company,
LLC (“VTC”), the Trustee of VantageTrust II Multiple Collective Investment Funds Trust
VantageTrust II);
VantageTrust II is a group trust established and maintained in accordance with New Hampshire
Revised Statutes Annotated section 391:1 and Internal Revenue Service Revenue Rulings 81-100
and 2011-1, which provides for the collective investment and reinvestment of assets of certain tax-
exempt, governmental pension and profit sharing plans, and retiree welfare plans, and other
eligible investors;
VTC, a wholly owned subsidiary of ICMA-RC, makes a series of separate funds (the “VT II
Funds”) available through VantageTrust II for the investment of plan assets as referenced in
VantageTrust II’s Declaration of Trust and Disclosure Memorandum (“Disclosure Materials”);
The VT II Funds are available only through adoption of VantageTrust II; and
ICMA-RC provides a complete offering of services to public employers for the operation of
employee retirement and retiree health savings plans including, but not limited to, communications
concerning investment alternatives, account maintenance, account record-keeping, investment and
tax reporting, form processing, and benefit disbursement.
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Plan # 803392
3 -
AGREEMENTS
1. Acceptance of RHS Program
Employer agrees to make the RHS Program provided by ICMA-RC available to its employees.
The details of the RHS Program shall be as mutually agreed between the Employer and ICMA-
RC, and in general shall be as set forth in the RHS Program materials developed by ICMA-RC
and provided to Employer. The RHS Program materials are hereby incorporated by reference and
made a part of this Agreement, except that Employer and ICMA-RC may from time to time
mutually agree in writing to terms that vary from the RHS Program materials. RHS Program
materials shall include the VantageCare RHS Employer Manual, available electronically through
the EZ Link System upon adoption of the RHS Program.
The functions to be performed by ICMA-RC and its agents include:
a) allocation in accordance with participant direction of individual accounts to investment
funds ("Funds") made available to Plan participants;
b) maintenance of individual accounts for participants reflecting amounts contributed,
income, gain, or loss credited, and amounts disbursed as benefits;
c) provision of periodic reports to the Employer and participants of the status of Plan
investments and individual accounts;
d) communication to participants of information regarding their rights and elections under the
Plan;
e) disbursement of benefits as agent for the Employer in accordance with terms of the Plan;
and
f) performance of tax withholding and reporting in conjunction with the Employer for each
RHS account.
2. Employer Duty to Furnish Information
Employer agrees to furnish to ICMA-RC on a timely basis such information as is necessary for
ICMA-RC to carry out its responsibilities with respect to the Plan, including information needed
to allocate individual participant accounts to Funds, and information as to the benefit eligibility
and employment status of participants, and participants’ ages, addresses, dependents, spouses and
other identifying information (including tax identification numbers). Employer also agrees that it
will notify ICMA-RC in a timely manner regarding changes in staff as it relates to various roles.
This is to be completed through the online EZLink employer contact options. ICMA-RC shall be
entitled to rely upon the accuracy of any information that is furnished to it by a responsible official
of the Employer or any information relating to an individual participant, spouse or dependent that
is furnished by such participant, spouse or dependent, and ICMA-RC shall not be responsible for
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Plan # 803392
4 -
any error arising from its reliance on such information. ICMA-RC will provide reports, statements
and account information to the Employer through EZLink, the online plan administrative tool.
To the extent Employer selects third-party funds that do not have fund profile information
provided to ICMA-RC through our electronic data feeds from external sources (such as
Morningstar) or third party fund providers, the Employer is responsible for providing to ICMA-
RC timely fund investment updates for disclosure to Plan participants. Such updates may be
provided to ICMA-RC through the Employer’s investment consultant or other designated
representative.
3. ICMA-RC Representations and Warranties
ICMA-RC represents and warrants to Employer that:
a) ICMA-RC is a non-profit corporation with full power and authority to enter into this
Agreement and to perform its obligations under this Agreement.
b) ICMA-RC is an investment adviser registered as such with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended.
c) ICMA-RC will handle participant information in the manner described in the Business
Associate Agreement to be executed between the Plan and ICMA-RC, a form of which is
provided as Exhibit A to this Agreement.
4. Employer Representations and Warranties
Employer represents and warrants to ICMA-RC that:
a) Employer is organized in the form and manner recited in the opening paragraph of this
Agreement with full power and authority to enter into and perform its obligations under
this Agreement and to act for the Plan and participants in the manner contemplated in this
Agreement. Execution, delivery, and performance of this Agreement will not conflict with
any law, rule, regulation or contract by which the Employer is bound or to which it is a
party.
b) Information required to be retained by the Employer shall be set forth in the RHS Program
materials developed by ICMA-RC and provided to the Employer.
c) Employer is required to send in contributions through EZLink, the online plan
administration tool provided by ICMA-RC.
d) Employer is responsible for determining that there are no state or local laws that would
prohibit it from establishing the RHS Program. Employer is also responsible for
determining that the investments selected for the Plan fall within state or local
requirements. ICMA-RC shall not be responsible for monitoring state or local law or for
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Plan # 803392
5 -
administering the Plan in compliance with local or state requirements unless Employer
notifies ICMA-RC of any such local or state requirements.
e) Employer acknowledges that the RHS Plan is a “health plan” for Health Insurance
Portability and Accountability Act (“HIPAA”) purposes and therefore is subject to HIPAA
privacy rules. Employer also acknowledges that the RHS Plan is a Health Reimbursement
Arrangement, subject to applicable provisions of the Affordable Care Act (“ACA”). An
employer sponsoring the Plan is responsible for complying with the HIPAA privacy and
security rules with respect to all protected health information created, maintained, received,
or transmitted in relation to the Plan and is responsible for complying with the ACA.
f) Employer acknowledges that certain such services to be performed by ICMA-RC under
this Agreement may be performed by an affiliate or agent of ICMA-RC pursuant to one or
more other contractual arrangements or relationships, and that ICMA-RC reserves the right
to change vendors with which it has contracted to provide services in connection with this
Agreement without prior notice to Employer.
g) Employer acknowledges and agrees that ICMA-RC does not assume any responsibility
with respect to the selection or retention of the Plan’s investment options. Employer shall
have exclusive responsibility for the selection and retention of the Plan’s investment
options, including the selection of the applicable mutual fund share class.
5. Participation in Certain Proceedings
The Employer hereby authorizes ICMA-RC to act as agent, to appear on its behalf, and to join the
Employer as a necessary party in all legal proceedings regarding the Plan involving the
garnishment of benefits or the transfer of benefits pursuant to a medical child support order. Unless
Employer notifies ICMA-RC otherwise, Employer authorizes ICMA-RC to determine whether
disbursement of benefits to a spouse or child pursuant to a medical child support order is
appropriate.
6. Compensation and Payment
Absent an explicit agreement to the contrary between ICMA-RC and Employer, participant fees
and expenses shall be payable from RHS assets, in accordance with the requirements of the RHS
Program as set forth below.
a) Services provided by ICMA-RC – Revenue Requirement
i. For RHS assets in the VT II Funds, asset-based fees will be included in the
daily unit value of each VT II Fund.
ii. For assets in Funds other than the VT II Funds, an annual asset fee of
0.55% (55 basis points) will be charged against participant accounts on a
monthly basis. Monthly charges are based on the average balance for the
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Plan # 803392
6 -
previous month.
b) Other service providers and other expenses of the plan. Plan participant
accounts shall be assessed an asset-based fee (“Participant Fee”) to cover costs
associated with the Plans as directed by the City. The City shall work with ICMA-
RC to determine the appropriate amount of the gross asset-based fee to be charged
to participant accounts, which may be increased or decreased from time to time at
the direction of the City. At the inception of this contract the Participant Fee shall
be 0.15% (15 basis points).
c) Administrative Allowance Account. Amounts collected through the Participant
Fee described in Section 6(b) shall be held in an Administrative Allowance
Account (that is maintained as a Plan asset by ICMA-RC). City understands that
the Plan administrative allowance is to be used only to pay for reasonable plan
administrative expenses of the Plan or allocated to Plan participants at the
instruction of the City.
d) Asset-based fees and the annual account administration fee are subject to change,
after the expiration of the initial contract term as set forth in Section 10 (a), with
appropriate prior notification as provided in section 11(b).
e) Compensation for Advisory and other Services to VT III Vantagepoint Funds
and Payments from Third-Party Mutual Funds. City acknowledges that ICMA-
RC, including certain of its wholly owned subsidiaries, receives compensation for
advisory and other services furnished to the VT III Vantagepoint Funds, which
are collective funds serving as the underlying funds to certain VT II Funds. In
addition, to the extent that third party mutual funds are included in the investment
line-up for the RHS Plan, ICMA-RC receives administrative fees from its third
party mutual fund settlement and clearing agent for providing administrative and
other services based on assets invested in third-party mutual funds; such
administrative fees come from payments made by third-party mutual funds to the
settlement and clearing agent.
7. Contribution Remittance
Employer understands that amounts contributed to the Plan are to be remitted directly to
Vantagepoint Transfer Agents in accordance with instructions provided to Employer in the RHS
Program materials and are not to be remitted to ICMA-RC. In the event that any check or wire
transfer is incorrectly labeled or transferred, ICMA-RC will return it to Employer with proper
instructions.
8. Responsibility
a) ICMA-RC shall not be responsible for any acts or omissions of any person with respect to
the Plan, or its related Trust, other than ICMA-RC in connection with the administration
C-6
Plan # 803392
7 -
or operation of the Plan or its related Trust.
b) The Employer understands that, as a general matter, the Internal Revenue Service (“IRS”)
may decline to rule on certain design features or provisions that the Employer may request
to have added to the RHS Program materials. The Employer agrees to hold ICMA-RC
harmless in connection with the addition and administration of any Plan feature or
provision requested by the Employer for which the IRS will not provide express
interpretive guidance.
9. Indemnification
Employer shall indemnify ICMA-RC against, and hold ICMA-RC harmless from, any and all loss,
damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney’s
fees, that may be incurred by, imposed upon, or asserted against ICMA-RC by reason of any claim,
regulatory proceeding, or litigation arising from any act done or omitted to be done by any
individual or person with respect to the Plan or its related Trust, excepting only any and all loss,
damage, penalty, liability, cost or expense resulting from ICMA-RC’s negligence, bad faith, or
willful misconduct.
10. Term
This Agreement shall be in effect for an initial term beginning on the Inception Date and ending 3
years after the Inception Date. This Agreement will be renewed automatically for each succeeding
year unless written notice of termination is provided by either party to the other no less than 60
days before the end of such Agreement year. The Employer understands and acknowledges that,
in the event the Employer terminates this Agreement (or replaces the Vantagepoint PLUS Fund,
offered by VantageTrust II, as an investment option in its investment line-up), ICMA-RC retains
full discretion to release Plan assets invested in the Vantagepoint PLUS Fund in an orderly manner
over a period of up to 12 months from the date ICMA-RC receives written notification from the
Employer that it has made a final and binding selection of a replacement for ICMA-RC as
administrator of the Plan (or a replacement investment option for the Vantagepoint PLUS Fund).
11. Amendments and Adjustments
a) This Agreement may be amended by written instrument signed by the parties.
b) The parties agree that only an adjustment to compensation or administrative and
operational services under this Agreement may be implemented by ICMA-RC through a
proposal to the Employer via correspondence or the Employer Bulletin. The Employer
will be given at least 60 days to review the proposal before the effective date of the
adjustment. Such adjustment shall become effective unless, within the 60-day period, the
Employer notifies ICMA-RC in writing that it does not accept such adjustment, in which
event the parties will negotiate with respect to the adjustment.
c) No failure to exercise and no delay in exercising any right, remedy, power or privilege
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hereunder shall operate as a waiver of such right, remedy, power or privilege.
12. Notices
All notices required to be delivered under this Agreement shall be delivered electronically,
personally or by registered or certified mail, postage prepaid, return receipt requested, to (i) Legal
Department, ICMA Retirement Corporation, 777 North Capitol Street, N.E., Suite 600,
Washington, D.C, 20002-4240; (ii) Employer at the office set forth in the first paragraph hereof,
or to any other address designated by the party to receive the same by written notice similarly
given.
13 Complete Agreement
This Agreement, with an executed Business Associate Agreement, shall constitute the sole
agreement between ICMA-RC and Employer relating to the object of this Agreement and correctly
sets forth the complete rights, duties and obligations of each party to the other as of its date. Any
prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set
forth in this Agreement are of no force and effect.
14. Governing Law
This agreement shall be governed by and construed in accordance with the laws of the State of
California applicable to contracts made in that jurisdiction without reference to its conflicts of laws
provisions.
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In Witness Whereof, the parties hereto have executed this Agreement as of the Inception Date first
above written.
CITY OF RANCHO PALOS VERDES
By _____________________________
Signature/Date
By _____________________________
Name and Title (Please Print)
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
By _____________________________
Erica McFarquhar
Assistant Secretary
Please return an executed copy of the Agreement either:
a) Electronically to PlanAdoptionServices@icmarc.org, or
b) In paper form to ICMA-RC
ATTN: PLAN ADOPTION SERVICES
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
C-9
Exhibit A
RHS HIPAA BUSINESS ASSOCIATE AGREEMENT FOR [PLAN NUMBER(S)]
This Business Associate Agreement (“BA Agreement”) supplements and is made part of
the Administrative Services Agreement entered into between City of Rancho Palos Verdes
on behalf of plan numbers 803392 (“Covered Entity” or City of Rancho Palos Verdes RHS
and ICMA-RC (“Business Associate”) on , and is effective as of the effective
date of the Administrative Services Agreement (the “Effective Date”).
RECITALS
Covered Entity is a group health plan that reimburses medical expenses for eligible
participants, their spouses, and their dependents. Under the Health Information Portability
and Accountability Act of 1996 (“HIPAA”), Covered Entity is required to enter into this BA
Agreement to obtain satisfactory assurances that Business Associate will appropriately
safeguard all Protected Health Information (“PHI”), as defined herein, that is created,
maintained, received, or transmitted by Business Associate on behalf of Covered Entity.
Business Associate is a record keeper providing administrative services to Covered Entity.
In general, Business Associate will not have access to information that would traditionally
be considered PHI because participant medical information used to substantiate
reimbursements is sent directly to and reviewed by a third-party claims processor. The
third-party claims processor has agreed to protect PHI that it creates, maintains, receives,
or transmits in a manner that is consistent with and as stringent as the terms agreed to by
Business Associate under this BA Agreement with respect to information that could be
considered PHI. Business Associate has access to information that might be interpreted
as PHI, including an individual’s participation in the plan, reimbursement amounts, and the
timing of reimbursements.
In consideration of the mutual promises below and the exchange of information pursuant
to this BA Agreement and in order to comply with all legal requirements for the protection
of this information, Covered Entity and Business Associate agree as follows:
1. DEFINITIONS
a. The following terms used in this BA Agreement shall have the same meaning
as those terms are defined in the HIPAA Rules: Breach, Data Aggregations,
Designated Record Set, Disclosure, Health Care Operations, Minimum
Necessary, Notice of Privacy Practices, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
b. “Administrative Services Agreement” refers to a separate agreement outlining
the services ICMA-RC will provide to Covered Entity and the terms and
conditions governing the provision of such services. The Administrative
Services Agreement is made between ICMA-RC and City of Rancho Palos
Verdes RHS or its sponsor, acting on behalf of City of Rancho Palos
Verdes RHS .
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c. “Business Associate” shall have the same meaning as the term “business
associate” at 45 CFR 160.103, and in reference to this BA Agreement shall
mean ICMA-RC.
d. “Covered Entity” shall have the same meaning as the term “covered entity” at
45 CFR 160.103, and in reference this BA Agreement, shall mean City of
Rancho Palos Verdes RHS .
e. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and Part 164.
f. “Privacy Rule” shall mean the Privacy Standards and Implementation
Specifications at 45 CFR 170 and 164, Subparts A and E.
g. “Protected Health Information” (“PHI”) shall have the same meaning as the
term “protected health information” in 45 CFR § 160.103, limited to the
information created, received, maintained, or transmitted by Business
Associate from or on behalf of Covered Entity pursuant to this Agreement.
h. “Security Rule” shall mean the Security Standards and Implementation
Specifications at 45 CFR Parts 160 and 164, Subparts A and C.
2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
Business Associate agrees to:
a. Not Use or Disclose PHI other than as permitted or required by this BA
Agreement or as required by law.
b. Use appropriate safeguards to prevent Use or Disclosure of PHI other than as
provided for by this BA Agreement, and comply with subpart C of 45 CFR Part
164 with respect to electronic PHI in Business Associate’s custody or control,
to prevent Use or Disclosure of PHI other than as provided for by this BA
Agreement.
c. Report to Covered Entity any Use or Disclosure of PHI not provided for by the
BA Agreement of which it becomes aware not more than 60 calendar days
after Business Associate discovers such non-permitted Use or Disclosure,
including Breaches of Unsecured PHI as required at 45 CFR 164.410, and any
Security Incident for which it becomes aware.
d. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable,
ensure that any Subcontractors that create, receive, maintain, or transmit PHI
on behalf of the Business Associate agree to the same restrictions, conditions,
and requirements that apply to the Business Associate with respect to such
information.
e. Make available, within 30 calendar days of the request of Covered Entity, PHI
in a Designated Record Set in Business Associate’s custody or control, to
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Covered Entity, or as Directed by Covered Entity, to an individual, so that
Covered Entity may meet its access obligations under 45 CFR § 164.524.
f. Make any amendment(s) to PHI in a Designated Record Set in Business
Associate’s custody or control as directed in writing by the Covered Entity
pursuant to 45 CFR 164.526 no later than 60 days after receipt of such
request, so that Covered Entity may meet its amendment obligations under 45
CFR 164.526.
g. Maintain and make available the information required to provide an accounting
of Disclosures to the Covered Entity as requested by Covered Entity in writing
and as necessary to satisfy the Covered Entity’s obligations under 45 CFR
164.528.
h. Make its internal practices, books, and records, available to the Secretary for
purposes of determining compliance with the HIPAA Rules.
i. Not directly or indirectly receive remuneration in exchange of PHI.
j. Comply with the administrative simplification rules applicable to standard
transactions, if Business Associate conducts such transactions under the
electronic data interchange rules on behalf of Covered Entity.
k. To the extent the parties agree that Business Associate will carry out directly
one or more of Covered Entity’s obligations under the Privacy Rule, the
Business Associate will comply with the requirements of the Privacy Rule that
apply to the Covered Entity in the performance of such obligations.
3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
a. Business Associate may only Use or Disclose PHI as necessary to perform the
services set forth in the Administrative Services Agreement and as permitted
by this BA Agreement.
b. Business Associate may Use or Disclose PHI as required by law or to report
violations of law to appropriate Federal and State authorities, consistent with
45 CFR 164.502(j)(i).
c. Except as otherwise limited by this BA Agreement, Business Associate agrees
to make Uses and Disclosures and requests for PHI consistent with the
Covered Entity’s Minimum Necessary policies and procedures when such are
provided by the Covered Entity to Business Associate.
d. Business Associate is authorized to de-identify information in accordance with
45 CFR 164.514(a)-(c).
e. Business Associate may not Use or Disclose PHI in a manner that would
violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the
specific Uses and Disclosures set forth below.
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f. Business Associate may Use PHI for the proper management and
administration of the Business Associate or to carry out the legal
responsibilities of the Business Associate.
g. Business Associate may provide Data Aggregation services relating to the
Health Care Operations of the Covered Entity.
4. OBLIGATIONS AND ACTIVITIES OF COVERED ENTITY
a. Covered Entity shall notify Business Associate of any limitations in the Notice
of Privacy Practices that Covered Entity provides to individuals pursuant to 45
CFR 164.520, to the extent that such limitation may affect Business
Associate’s Use or Disclosure of PHI.
b. Covered Entity shall notify Business Associate of any changes in, or revocation
of, the permission by an individual to Use or Disclose his or her PHI, to the
extent that such changes may affect Business Associate’s Use or Disclosure of
PHI.
c. Covered Entity shall notify Business Associate of any restrictions on the Use or
Disclosure of PHI that Covered Entity has agreed to or is required to abide by
under 45 CFR 164.522, to the extent that such restriction may affect Business
Associate’s Use or Disclosure of PHI.
d. Covered Entity shall not request Business Associate to Use or Disclose PHI in
any manner that would not be permissible under Subpart E of 45 CFR Part 164
if done by Covered Entity, except to the extent that Business Associate will
Use or Disclose PHI for Data Aggregation or management and administration
and legal responsibilities of the Business Associate.
e. Covered Entity shall notify Business Associate of any confidential
communication requests with which the Covered Entity has agreed to in
accordance with 45 CFR 164.522, to the extent such requests would affect
Business Associate’s Use or Disclosure of PHI.
5. TERM AND TERMINATION
a. This BA Agreement shall be effective as of the Effective Date, and shall
terminate upon the termination of the Administrative Services Agreement,
subject to the provisions below regarding the return or destruction of PHI.
b. Business Associate authorizes termination of this BA Agreement by Covered
Entity, if Covered Entity determines Business Associate has violated a material
term of the BA Agreement, and Business Associate has not cured the Breach
or ended the violation, following written notice to the Business Associate,
within a reasonable period of time not to exceed any reasonable cure period
defined in the Administrative Services Agreement.
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c. Upon termination of this BA Agreement for any reason, Business Associate,
with respect to PHI Received from Covered Entity, or created, maintained, or
received from Business Associate on behalf of Covered Entity, shall:
i. Retain only that PHI which is necessary for Business Associate to
continue its proper management and administration or to carry out its
legal responsibilities;
ii. Return to Covered Entity or, if agreed to by Covered Entity, destroy the
remaining PHI that the Business Associate still maintains in any form;
iii. Continue to use appropriate safeguards and comply with Subpart C of
45 CFR Part 164 with respect to electronic PHI to prevent Use or
Disclosure of the PHI, other than as provided for in this Section, for as
long as Business Associate retains PHI;
iv. Not Use or Disclose the PHI retained by Business Associate other than
for the purposes for which such PHI was retained and subject to the
same conditions set out at Paragraph 3(f);
v. Return to Covered Entity or, if agreed to Covered Entity, destroy the
PHI retained by Business Associate when it is no longer needed by
Business Associate for its proper management and administration or to
carry out its legal responsibilities;
vi. Notwithstanding any other provision of this BA Agreement, upon
termination, Business Associate may also transmit PHI to another
Business Associate of the Covered Entity upon the written request of
the Covered Entity.
d. The obligations of Business Associate under Section 5, Term and Termination,
shall survive the termination of this BA Agreement.
6. GENERAL PROVISIONS
a. A reference in this BA Agreement to a section in the HIPAA Rules means the
section as in effect or amended.
b. The parties agree to take such action as is necessary to amend this BA
Agreement from time to time as is necessary for compliance with the
requirements of the HIPAA Rules and any other applicable laws.
c. Any ambiguity in this BA Agreement shall be interpreted to permit compliance
with the HIPAA rules.
d. Nothing in this BA Agreement shall be construed as creating any rights or
benefits to any third parties.
e. The invalidity and unenforceability of any provision of this BA Agreement shall
not affect the enforceability of any other provision of this BA Agreement or the
Administrative Services Agreement, which shall remain in full force and effect.
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f. All notices and communications required by this BA Agreement shall be in
writing. Such notices and communications shall be given in one of the
following forms: (i) by delivery in person, (ii) by a nationally-recognized, next-
day courier service, (iii) by first-class, registered or certified mail, postage
prepaid, or (iv) by electronic mail to the address that each party specifies in
writing.
g. This BA Agreement and the Administrative Services Agreement constitute the
entire agreement between the parties with respect to its subject matter and
constitute and supersede all prior agreements, representations, and
understandings of the parties, written or oral, with regard to the same subject
matter.
CITY OF RANCHO PALOS VERDES RHS
By ______________________________
Signature
Name and Title (Please Print)
Date
INTERNATIONAL CITY
MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION
By _____________________________
Erica McFarquhar
Assistant Secretary
Please return an executed copy of the Agreement either:
a) Electronically to PlanAdoptionServices@icmarc.org, or
b) In paper form to ICMA-RC
ATTN: PLAN ADOPTION SERVICES
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
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