NFP Retirement, Inc ~ C200085 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUSTACCOMPANYEVERYCONTRACT)
Contract Title: Plan Investment Advisor Number: C200085
Contractor: NFP Retirement, Inc. Contract Total: $60,000.00
Contract Overview: Evaluate current plans and investment offerings,investment strategy and fee review,
work with PGC, develop and analyze record keeper RFP,investment monitoring,
transition management, ongoing support of PGC
Initial Risk Level: ❑ Extreme ❑ High ® Moderate ❑ Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager:Jennifer Curran Ext: 2418 Department: HR/Risk
Type: ❑ Personal Svc ® Professional Svc ❑ Public Imp ❑ General Svc ❑ Coop Purchase
❑ Other: Start Date: End Date:
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
NFP Retirement 373
Northwest Capital Management 325
Retirement Benefits Group 192
Cook Street Consulting 285
Hyas Group 361
Account String: Fund-Division-Account Work Order—Activity TXpe Amount
FY
FY
FY
FY
FY
Approvals - LCRB Date: N/A
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract# C200085
CITY OF TIGARD, OREGON
PROFESSIONAL SERVICES AGREEMENT
For
PIAN INVESTMENT ADVISOR
THIS AGREEMENT,made and entered into this 1st day of July 2020,by and between the City of
Tigard, a municipal corporation, hereinafter referred to as the "City," and NFP Retirement, Inc.,
hereinafter referred to as the"Contractor."
RECITALS
WHEREAS, the City s Fiscal Year 2021 budget provides for professional services for a Plan
Investment Advisor;and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City;and
WHEREAS,the City desires to engage the Contractor to render professional services for the project
described in this Agreement,and the Contractor is willing and qualified to perform such services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby
agree as follows:
1. Scope of Services
Contractor will perform professional services in accordance with the terms and conditions set
forth herein,and as provided mi Exhibit A,which is attached hereto and by this reference made
a part of this Agreement.
2. Effective Date and Duration
This Agreement is effective upon the date of execution and expires on June 30, 2023, unless
otherwise terminated or ex ended.This Agreement may,be extended for an additional two years
by mutual consent of both parties.
3. Compensation
A. The advisory fee for the services described in Exhibit A is an annual fee of$20,000.00
billed quarterly,with the maximum amount to be paid under this Agreement of$50,000.00
(hereafter the "not to exceed" amount.). The "not to exceed" amount includes all
payments to be made pursuant to this Agreement,including reimbursable expenses,if any.
Nothing in this Agreement requires the City to pay for work that does not meet the
standard of care that would ordinarily be used by similar professionals in this community
in similar circumstances or other requirements of the Agreement. The actual amount to
be paid to Contractor may be less than the"not to exceed"amount.
B. Special Services - Only when directed in writing by the City, Contractor shall furnish or
acquire for the City professional and technical services based on the hourly rates as follows:
1) Professional Services - $325.00
2) Administrative Services -$175.00
C. Contractor is entitled to receive progress payments for Special Services work pursuant to
3.B of this Agreement as provided below. The City will pay Contractor based on these
invoices for acceptable work performed and approved.
D. Any estimate of the hours necessary to perforin the work is not binding on the City.
Contractor remains responsible if the estimate proses to be incorrect. Exceeding the
number of estimated hours of work does not impose any liability on the City for additional
payment.
E. Payment will be made upon receipt of billings based on the work completed. Contractor
will submit billings to City periodically,but not more frequently than monthly_ Payment
by the City releases the City from any further obligation for payment to Contractor for
service or services performed or expenses incurred as of the date of the statement of
services. Payment will be made only for work actually completed as of the date of invoice.
Payment will not be considered acceptance or approval of any work or waiver of any
defects therein.
F. Contractor must fiatnish certified cost records for all billings to substantiate all charges.
Contractor's accounts are subject to audit by the City. Contractor will submit billings iza a
form satisfactory to the City-. At a minimum,each billing will identify the task order under
which such work is performed, work completed during the billing period, percentage of
work completed to date, and percentage of budget used to date for each task. Billings
must also include Contractor's employer identification number or social security number,
as the City deems applicable.
G. General Terms:
I) Contractor must make payments promptly, as due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement.
2) Contractor may not permit any lien or claim to be filed or prosecuted against the City
on any account of any labor or material furnished.
3) Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to QRS 316.167.
4) Contractor will pay all contributions or amounts due the Industrial Accident Fund
from the contractor or any subcontractor.
5) If Contractor fails,neglects,or refuses to make prompt payment of any claim for labor
or services furnished to Contractor or a subcontractor by any person as such claim
becomes due, City's Finance Director may pay such claim and charge the amount of
the payment against finds due or to become due the Contractor. The payment of the
claim in this manner does not relieve Contractor or their surety from obligation with
respect to any unpaid claims.
f:) Contractor will promptly, as due, make payment to any person, co-partnership,
association, or corporation, furnishing medical, surgical, and hospital care or other
needed care and attention, incident to sickness or injury, to the employees of
Contractor, of all sums that Contractor agrees to pay for the services and all moneys
and sums that Contractor collected or deducted from the wages of employees pursuant
to any law,contract,or agreement for the purpose of providing or paying for services.
7) Contractor and its employees, if any, are not active members of the Oregon Public
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Employees Retirement System and are not employed for a total of 600 hours or more
in the calendar year by any public employer participating in the Retirement System.
8) Contractor must obtain, prior to the execution of any performance under this
Agreement, a City of Tigard Business License. The Tigard Business License is based
on a calendar year with a December 31st expiration date. New businesses operating
in Tigard after June 30th of the current year will pay a pro-rated fee though the end of
the calendar year.
9) The City certifies that sufficient funds are available and authorized for this Agreement
during the current fiscal year. Funding during fixture fiscal years is subject to budget
approval by Tigard's City Council.
4. Owner�hip of Plans and Documents: Records
A. The field notes, design notes, and original drawings of the construction plans, as
instruments of service, are the property of Contractor; however, the City may request, at
no additional cost,one set of previously approved reproducible drawings,as well as storage
device such as thumb drive or SD card in "DWG" or "DAF' format, of the original
drawings of the work. The City has unlimited authority to use the materials received from
Contractor an any way the City deems necessary.
B. The City may make copies,for theuseof and without cost to Contractor,of all of its maps,
records, laboratory tests, or other data pertinent to the work to be performed by the
Contractor pursuant to this Agreement, and also make available any other maps,records,
or other materials available to the City from any other public agency or body.
C. The Contractor will furnish to the City, copies of all maps, records, field notes, and soil
tests which were developed in the course of work for the City and for which compensation
has been received by Contractor at no additional expense to the City, except as provided
elsewhere in this Agreement-
D.
greementD. Notwithstanding anything to the contrary herein, this section (and terms, conditions and
obligations hereunder) shall not apply to any confidential or proprietary information,trade
secrets,or intellectual property of Contractor,which shall continue to remain the property
of Contractor.
5. Assig!vnent/Delegation
Neither party may assign., sublet or transfer any interest an or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless
and until the other party has consented. If City agrees to assignment of tasks to a
subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors
and of all persons employed by them. Neither the approval by City of any subcontractor not
anything contained herein creates any contractual relation between the subcontractor and
City. The provisions of this Agreement are binding upon and will inure to the benefit of the
parties to the Agreement and their respective successors and assigns. Notwithstanding
anything to the contrary an the foregoing,not assignment, as interpreted under the
Investment Advisers Act of 1940,as amended ("Advisers Act"} and.SEC guidance, of the
Agreement shall be made by Contractor without City's consent. In the event of a change-in--
control of the Contractor, such consent may be obtained through a"negative consent"
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process by which the Contractor notifies the City in writing of the planned change-in-
control and gives City and opportunity to object iu writing to a continuation of the
Agreement-after the change-in-control.
5. Status,of Contractor as Independent Contractor
Contractor certifies that;
A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is an
independent contractor as defined by ORS 570.600 and not an employee of City.
Contractor is not entitled to benefits of any kind to which an employee of City is entitled
and is solely responsible for all payments and taxes required by law. Furthermore,in the
event that Contractor is found by a court of law or any administrative agency to be an
employee of City for any purpose, City is entitled to offset compensation due, or to
demand repayment of any amounts paid to Contractor under the terms of this Agreement,
to the full extent of any benefits or other remuneration Contractor receives (from City or
third parry) as a result of said finding and to the full extent of any payments that City is
required to make (to Contractor or to a third party) as a result of said finding.
B. Contractor is not an officer,employee,or agent of the City as those terms are used in QRS
30.265.
7. Conflict of Interest
The undersigned Contractor hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or will receive any
remuneration of any description from Contractor, either directly or indirectly,in connection
with the letting or performance of this Agreement, except as specifically declared in writing.
If this payment is to be charged against Federal funds,Contractor certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed his
or her normal charge for the type of service provided.
8. Indemnificatiort
A. City has relied upon the professional ability and training of Contractor as a matexial
inducement to enter into this Agreement. Contractor represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state, and local laws, it being understood that
acceptance of a Contractor's work by City will not operate as a waiver or release. Acceptance
of documents by City does not relieve Contractor of any responsibility for design
deficiencies,errors or omissions.
B. Claims for other than Professional Liability. Contractor agrees to indemnify,defend,save,
and hold harmless the City of Tigard, its officers, employees,agents, and representatives
from all losses, damages and expenses incurred from third-party claims, suits or actions,
including any reasonable and incidental to the investigation and defense thereof, and
caused by the negligence or misconduct of Contractor or its subcontractors, sub-
consultants,agents or employees in performance of this Contract at both trial and appeal
level,whether or not a trial or appeal ever takes place including any hearing before federal
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or state administrative agencies. If any aspect of this indemnity is found to be illegal or
invalid for any reason whatsoever, such illegality or invalidity does not affect the validity
of the remainder of this indemnification.
C. Claims for Professional Liability. Contractor agrees to indemnify, defend, save, and hold
harmless the City of Tigard, its officers, employees, agents, and representatives from all
losses, damages or expenses incurred from third-party claims, suits or actions, including
any reasonable and incidental to the investigation and defense thereof,and caused by acts,
errors or omissions of negligence or misconduct of Contractor or its subcontractors, sub-
consultants, agents or employees in performance of professional services under this
agreement. Any work by Contractor that results Mia design of a facility that is not readily
accessible to and usable by individuals with disabilities will be considered a professionally
negligent act,error,or omission as applicable for the services under this Contract.
D. As used in subsections B and C of this section, a claim for professional liability is a third-
party claim made against the City in which the City's alleged liability results directly or
indirectly, in whole or in part, from the quality of the professional services provided by
Contractor, regardless of the type of claire made against the City in performance of this
Agreement. A claim for other than professional liability is a third-party claim made against
the City in which the City's alleged liability results from an act or omission by Contractor
unrelated to the quality of professional services provided by Contractor in performance of
this Agreement
9. Insurance
Contractor and its subcontractors must maintain insurance acceptable to City in full force and
effect throughout the term of this contract_ Such insurance must cover risks arising directly
or indirectly out of Contractor's activities or work hereunder, including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General I.iiabiliity Insurance
Contractor will obtain,at Contractor's expense,and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must
include Contractual Liability insurance for the indemn.ity provided under this contract.
The following insurance will be carried:
Cove ait
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
B. Professional Liabiliiv
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Contractor must obtain, at Contractors expense, and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act, error,or omission in the rendering of or failure to render Professional
Services.Combined single limit per claim may not be less than$2,000,000,or the equivalent.
Annual aggregate limit may not be less than$3,000,000 and filed on a"claims-made"form.
C. Commercial Automobile Insran
Contractor must also obtain, at Contractor's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence may not be less than$2,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor's expense,and keep in effect during the term of the
contract,business automobile liability coverage for all owned vehicles on an"occurrence"
form. 'the Combined Single Limit per occurrence may not be less than$2,000,000.
D. Workers'Campensati.on Insurance
The Contractor, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers`
Compensation Lazy must comply with DRS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers must
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
E. Additional Insured Provision
All required insurance policies, other than Workers' Compensation and Professional
Liability, must name the City its officers, employees, agents, and -representatives as
additional insureds with respect to this Agreement.
F. Extended Re QALu Coverage
If any of the required liability insurance is arranged on a "claims-made" basis, Extended
Reporting coverage will be required at the completion of this contract to a duration of 24
months or, if less than 24 months, the maximum time-period Contractor's insurer will
provide. Contractor will be responsible for famishing certification of Extended Reporting
coverage as described or continuous "claims-made" liability coverage for 24 months
following contract completion. Continuous "claims-made" coverage will be acceptable in
lieu of Extended Reporting coverage,provided its retroactive date is on or before the effective
date of this contract. Coverage will be endorsed to provide a"per project"aggregate.
G. Insurance Carrier Rating
Coverages provided by the Contractor mast be underwritten by an insurance company
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deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M.Best rating of"A-VII" or better,or equivalent The City reserves the right
to reject all or any insurance carriers) with an unacceptable financial rating.
H. Self-Insurance
The City understands that some contractors may self insure for business risks and the City
will consider whether such self-insurance is acceptable if it meets the txairaimum insurance
requirements for the type of coverage required. If Contractor is self-insured for
commercial general liability or automobile liability insurance, Contractor must provide
evidence of such self-insurance. Contractor must provide a Certificate of Insurance
showing evidence of the coverage amounts on a form acceptable to the City. The City
reserves the right in its sole discretion to determine whether self-insurance is adequate.
L Certificates of Ins,arance
As evidence of the insurance coverage required by the contract, Contractor will Furnish a
Certificate of Insurance to the City. No contract is effective until the required Certificates
of Insurance have been received and approved by the City. The certificate will specify and
document all provisions within this contract andinclude a copy of Additional Insured
Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
J. Primary Coverage,Clarification
The parties agree that Contractor's coverage is primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
K. Cross-Liablliity Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability policies required by this Agreement.
A certificate in form satisfactory to the City certifying to the issuance of such insurance
will be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard, Oregon 97223
OR
ContractsPurchasingCw�tiggrd-or.gQv
At the discretion of the City, a copy of each insurance policy, certified as a true copy by
an authorized representative of the issuing insurance company, may be required to be
forwarded to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance will not be construed to limit Contractor's liability
hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount
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of any damage, injury, or loss caused by negligence or neglect connected with this
Agreement.
10. Method&Place of SubMilting Notice, Bills and Payments
All notices,bills and payments will be made in writing and may be given by personal delivery,
mail,or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The
following addresses will be used to transmit notices,bills,payments,and other information:
CITY OF TiGARD IFP
Attn: Jennifer Curran Attn: ttifindv_Harris
Address: 13125 SW Hall Blvd Address: 120 Vantis,Suite 400
T�gard,OR 97223 Aliso Viejo, CA 92656
Phone: 543 718-2418 Phone: 949 460-9898
Email: jenniferC@dgaxd-or.gov Email: mind .harris of .corn
Notice will be deemed given upon deposit in the United States nmil,postage prepaid,or when
so faxed,upon successful fax. fn all,other instances,notices,bills and payments will be deemed
given,at the time of actual delivery. Changes may be made in the names and addresses of the
person to who notices, bills, and payments are to be given by giving written notice pursuant
to this paragraph.
11. Survival
The terms, conditions, representations, and warranties contained in this Agreement survive
the termination or expiration of this Agreement.
12. Merger
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement will be effective unless and until it is made in
writing and signed by both parties_
13. Termination Without Cause
At any time and without cause, City has the right in its sole discretion to terminate this
Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this
paragraph, City will pay Contractor for services rendered to the elate of termination.
14. Termination for Cause
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local., or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a:reduction in funds.
2) If Federal or State regulations or guidelines are modified, chang4 or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor, its
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subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this Agreement under paragraph (A) will be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may
terminate the whole or any part of this Agreement:
1) If Contractor faiLs to provide services called for by this Agreement within the time
specified,or
2) If Contractor fails to perform any of the other provisions of this Agreement, or fails
to pursue the work as to endanger performance of this Agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten (14) days or such other period as City may authorize.
The rights and remedies of City provided above related to defaults (including breach of
contract) by Contractor are not exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement
If City terminates this Agreement under paragraph (B), Contractor will be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred,
provided, that the City may deduct the amount of damages, if any, sustained by City due
to breach of contract by Contractor. Damages for breach of contract include those
allowed by Oregon law, reasonable and necessary attorney fees, and other costs of
litigation at trial and upon appeal.
15. Access to Records
City will have access to such books, documents, papers and records of Contractor as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
16. Hazardous Materials
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules,if any goods or services provided
under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical
under normal conditions of use (for example,employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheet,the identity of the chemicals,how Contractor
willinform employees about any precautions necessary,an explanation of any labeling system,
and the safe work practices to prevent exposure_ In addition, Contractor must label, tag, or
mark such goods_
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17. Force Majeure
Neither City nor Contractor will be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled,including but not restricted to, an act of
God or of a public enemy,civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause;provided that the parties so disenabled will within
ten (10) days from the beginning of such delay, notify the other party in writing of the cause
of delay and its probable extent_ Such notification will not be the basis for a claim for
additional compensation. Each party will.,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
18. Noon.-Waiver
The failure of City to insist upon or enforce strict performance by Contractor of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
19. Hours of Labor,Pair Equity
In accordance with DRS 2798.235, the following are hereby incorporated in full by this
reference:
A. Contractor may not employ an individual for more than 10 hours in any one day, or 40
hours in any one week, except as provided by law. For contracts for personal services,as
defined in ORS 279A.455,Contractor must pap employees at least time and a half pay for
all overtime the employees work in excess of 40 hours in any one week, except for
employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S-C. 201 to
209 from receiving overtime.
B. Contractor must give notice in waiting to employees who work on a public contract,either
at the time of hire or before commencement of work on the contract, or by positing a
notice in a location frequented by employees, of the number of hours per day and days
per week that the employees may be required to work.
C. Contractor may not prohibit any of Contractor's employees from discussing the
employee's rate of wage,salary,benefits or other compensation with another employee or
another person and may not retaliate against an employee who discusses the employee's
rate of wage, salary, benefits or other compensation with another employee or another
person.
D. Contractor.must comply with the pay equity provisions in QRS 652.220. Compliance is a
material element of this Agreement and failure to comply will be deemed a breach that
entitles City to terminate this Agreement for cause.
20. Non-Discrimination
Contractor willl comply with all federal,state,and local laws,codes,regulations,and ordinances
applicable to the provision of services under this Agreement,including,without limitation:
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A. Tide VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
C. The Americans with Disabilities Act of 1990,as amended by the ADA Amendments Act
(ADAAA) of 200S (Pub L No 101- 336);and
D. ORS 659A.142,including all amendments of and regulations and administrative rules,and
all other applicable requirements of federal and state civil rights and rehabilitation statutes,
rules and regulations.
21. Errors
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
22. Extra Work
h
Only the City's Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract tithe due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
23. Warranties
Contractor will guarantee work for a period of one year after the date of final acceptance of
the work by the owner. Contractor warrants that all practices and procedures,workmanship
and materials are the best available unless otherwise specified in the profession. Neither
acceptance of the work nor payment therefore relieves Contractor from liability under
warranties contained in or implied by this Agreement.
Any intellectual property rights delivered to the City under this Agreement and Contractor's
services gendered in the performance of Contractor's obligations under this Agreement,will
be provided to the City free and clear of any and all restrictions on or conditions of use,
transfer, modification, or assignment, and be free and clear of any and all liens, claims,
mortgages, security interests,liabilities, charges,and encumbrances of any kind.
24. Attorney's Fees
In the event an action, suit of proceeding,including appeal, is brought for failure to observe
any of the terms of this Agreement, each party is responsible for that party's own attorney
fees,expenses,costs and disbursements for the action,suit,proceeding,or appeal.
25. Choice of_Law,Venue
The provisions of this Agreement are governed by Oregon law. Venue will, be the State of
Oregon Circuit Court in Washington County or the U-S. District Court for Oregon,Portland.
26. Camplian!�e with State and Federal Laves/Rules
Contractor will comply with all applicable federal, state and local laws, rules and regulations
applicable to the work in this Agreement.
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27. Cnsffit$egween Terms
In the event of a.conflict between the terms of this Agreement and Contmctoes proposal,this
Agreement will control, In the event of conflict between a ptovmorn in the main body of the
Agreement and a provision in the Exhibits,the provision m the main body of the Agreement will
control. In the event of an inconsistency between. Exhibit A and Exhibit B, Exhibit.A will
control.
28. Audit
Contractor will maintain records to assure conformance with the terms and conditions of this
Agreement and to assure adequate performance and accurate expenditures-within the contract
period. Contractor agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all-records pertain to this Agreement to assure
the accurate expenditure of funds.
29. 5e Lir abili-
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions will
not be impaired unless the illegal or unenforceable provision affects a significant tight of
responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and,if negotiations fail,may terminate the Agreement
30, ComDhance with Tax Laws
Contractor represents and warrants that Contractor is, to the best of the undersigned's
Knowledge,not in violation of any Oregon tax laws including but not lircRed to CTS 305.520
and ORS Chapters 315,317,and 318. Couttactoes failure to comply with the tax laws of this
state or a political subdivision of this state before the Contractor executed this Agreement or
during the term of this Agreement is a default for which the City may terminate this Agreement
and seek damages and other relief available under the terms of dais Agreement or applicable
law.
IST WITNESS WHEREOF,City=id Contractor have caused this Agreement to be executed by their
duly authorized officials_ Awarded by Tigard City Council Resolution No.20-14.
CITK OF TIGA D NFP
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Name-. Win Na ~,17
Title- C4 Maqg= Title-
Date: 5/6/2020
Date:
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P—fSA Template--Revised 7/2019
EXHIBIT A
SCOPE OF SERVICES
Contractor agrees to provide professional services as described below:
I. Evaluate Current Plans and Investment Offerings
A. Develop a process to evaluate and recommend changes.
B. Provide a Request for Disclosure (RFD) from the existing provider(s), as well as a review
of the Provider's System and Organization Controls (SOC)reports SGC 1 and SOC 2.
C. Using this information, provide a report to the City identifying the Plan's strengths and
areas of opportunity for improvement.
D. Establish a baseline for benchmarking the current plans and identify specific,measurable
areas for potential improvement that include:
• Existing participation,including investment diversification and.contribution levels;
• Concentration of assets and participants;
• Historical rates of return and investment performance;
• Existing investment fund objectives;
• Quality of existing investment options;
■ Full disclosure of current fees, charges and expenses;
■ Identification of any potential deferred sales, surrender charges or liquidation
restrictions;
• Review of stable value and fixed interest accounts;
• Plan sponsor support;
■ Participant education and counseling services;
• Optional plan features offered;
• Review of existing contracts,reports and services offered;and
• How the plans are 'integrated with other retirement benefits offered by the City.
2. Investment Strategy and Fee Review
A. Make recommendations with respect to the number and type of investment
alternatives that is advisable for these types of plans and what fees are reasonable for
the City or participants to pay.
B. Final report on the fees charged by each fund and the average benchmarked fees &
expenses.
3. Customized Plan Documents
A. Contractor willreview all plan related documents annually or upon request from the
Plata.Governance Committee (PGC) to include:
• Governance Committee Charter;
• Investment Policy for the 401 (a) and 457 (b) Retirement Savings Plans;and
• Education Policy Statement 401 (a) &457 (b) Retirement Savings Plans
■ Communications to participants such as Fund Directives or other required notices
and disclosures.
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ProiSA Template—Revised 7/2019
4. Educate Plan.Governance Committee
A. Provide training to the Plan Governance Committee (PGC) through Contractor's
437 University.
B. Provide additional training modules at quarterly meetings can topics of interest to the
PGC.
C. Provide fiduciary guidance and support through Fiduciary DiagnosticTI"I tool.
D. Provide annually:
■ Investment Monitoring Reports to document adherence to IPS.
• Fee Benchmarking Report to document the reasonableness of plan fees and
services;
• Fiduciary Compliance Checklists to document compliance with plan terms
and definitions;
• Meeting minutes to document PGC discussions and actions;
• Fiduciary File Checklists to outline plan documents and processes that need
to be maintained.
E. Assist the City with reviewing and/or creating fiduciary governance items as follows:
• City Council Resolution—formally delegates administrative investment
responsibilities to PGC_
• Committee Charter—outlines the composition,responsibilities and authority
delegated to a plan's committee.
■ Committee Member Acceptances--acknowledges a member's appointment
and fiduciary status.
• Investment Policy Statement—outlines the investment responsibilities of a
plan's committee_
F. Provide Fiduciary BriefcaseTM private portal to organize and store A.plan documents,
including Fiduciary DiagmosticTM reports, required disclosures, required notices,
meeting minutes and employee communication materials.
5. Record Keeper RFP
A. Develop a Request for Proposal for record keeper establishing criteria in conjunction
with the PGC,including contract development prior to the expiration of the current
contract in March 2023.
B_ Identify viable record keeper(s).
C. Assist PGC with analysis, review and selection of record keepers) by analyzing
responses comparing strengths and weaknesses,including:
• Fixed income product evaluation;
• Fees and charges;
• Proposed investment portfolio;and
■ Record keeping platform and administrative support services.
D. Conduct finalist interviews and evaluation if necessary.
E. Assist the City with contract negotiations,adoption,completion,and implementation.
6. Investment Selection
A. Continuously review and advise the City on the existing Investment Policy Statement.
B. Advise the City on selection of investments within record keepers' portfolios consistent
with the Investment Policy Statement.
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ProfSA Template—Revised 7/2019
7. Investment Monitoring
A. Review all funds offered and report results and recommendations that includes the
following information:
• An executive summary outlining key discussion items;
• NFP's market commentary;
• A summary of each manager's quantitative analytics and overall score;
• A detailed review of managers on the plan's lineup;
• Identification of funds to consider for watch or replacement,including suggested
alternative funds;
• Regulatory and legislative updates;and
■ Fiduciary training modules.
8. Transition Management
A. Bethany Lynn will lead the team of plan conversion specialists and work with the City to
streamline and simplify provider transitions, should the city elect to change record
keepers).
B. Provide transition management of record keeper by:
■ Creating opportunities for participant input throughout the process;
■ Communicating the approach for the migration of the current record beeper and
investments to newly selected record keeper(s);
• Managing financial transitions of funds to new -record keeper(s) resulting in the
least possible financial impact to participants; and
• Providing training to plan participants so they understand the value of change.
C. Develop a strategy for communicating with and providing information to plan participants
Doth who are currently employed with the City and those who have left City employment.
9. Contract Renegotiation
A. If the City selects an incumbent record keeper(s), assist with renegotiation of contract(s)
with the goal of improved fund line-ups, substantial reduction of fees,improved services
and administrative expense reimbursement allowances.
B. Assist with any necessary transition management duties as outlined in item seven M above.
14. Quarterly Meetings and Plan Reviews
A. Once established, meet quarterly with Plan Governance Committee to review status of
investments, ensure investment strategy is consistent with adopted investment policy,
effective,and recommend changes where necessary.
B. Create meeting agendas and organize necessary materials for discussion.
C. After each meeting provide meeting summaries/minutes to the PGC that outlines key
discussions,decisions and follow-up items.
D. Attend special meetings with PGC at the request of the City.
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ProfSA Template—Revised 7/2019