Loading...
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 21 Page ProfSrl Template—Revised 7/2019 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" 3 [ Page ProfSA Template—Revised 7/2019 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 41 Prize Prof�A Template—Revised 7/2019 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 51Page ProfSA Template—Revised 7/2019 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 61P-age Proms Template—Revised 7/2019 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 71Page ProfSA Template—Revised.7/20119 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 81 Page PmfSA Template—Revised 7/2019 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_ 91Page ProfSA Template—Revised 7/2019 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: 10 1 1' agc ProfSA Template—Revised 7/2019 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. 111 Page PmfSA Template—Revised 7/2019 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 B Bv: 1 F Name-. Win Na ~,17 Title- C4 Maqg= Title- Date: 5/6/2020 Date: 1 I Page 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. 13 1 Page 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. 14 1 Pagc 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. 15 I Page ProfSA Template—Revised 7/2019