ADMINISTRATIVE SERVICES AGREEMENTADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Clearwater
Type: 457
Account #: 300269
Type: 401
Account #: 109729
Plan number 300269, 109729
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement"), made as of the 42,64iday
of Sepfprt20 '18 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 Clearwater ("Employer"), a City
organized and existing under the laws of the State of Florida with an office at 100 South
Myrtle Avenue, Clearwater, Florida 33756.
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 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
In addition to serving as investment adviser to VantageTrust Company LLC,
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.
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Plan number 300269, 109729
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 10, 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. 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 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.
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Plan number 300269, 109729
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.
Failure to provide timely fund profile update information, including the source of the
information, may result in a lack of fund information for participants, as ICMA-RC will
remove outdated fund profile information from the systems that provide fund information
to Plan participants.
5. Certain Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a)
(b)
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 to serve as investment adviser to
VantageTrust is dependent upon the continued willingness of
VantageTrust for ICMA-RC to serve in that capacity.
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 unless Employer notifies
ICMA-RC of any such local or state requirements.
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Plan number 300269, 109729
(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
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 unless Employer notifies ICMA-RC of any such local or
state requirements.
Employer represents and warrants to ICMA-RC that:
(d) 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.
(e) 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 not the Plan Administrator or 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.
(f) 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
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(g)
Plan number 300269, 109729
Retirement IncomeAdvantage Fund is an investment option for the Plan
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.
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.
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.
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.
6. 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.
7. 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 0.049%.
(b)
Revenue Requirement. ICMA-RC shall receive total annual aggregate
revenue of 0.049% of Plan assets under ICMA-RC's administration for
providing recordkeeping and other services to the Plans. Such revenue shall
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Plan number 300269, 109729
be deducted by ICMA-RC from amounts collected through the application of
the asset-based fee described in section 7(a) prior to allocation of any
participant level asset-based fees to the Administrative Allowance Account
described is section 7(c) below.
(c) Administrative Allowance Account. Amounts collected through the
application of the asset-based fee described in section 7(a) above in excess of
the Revenue Requirement specified in subsection 7(b) above, if any, shall be
held in an Administrative Allowance Account (that is a 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 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 7(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.
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Plan number 300269, 109729
(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
7 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 7 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 7 is 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 7 is also based on the
assets of the Plan being invested in "zero revenue" shares of VantageTrust and is
further contingent upon the VT PLUS fund being the only stable value investment.
The compensation and payment set forth in this Section 7 is further contingent upon
the transfer of all assets of the Plan(s) from the prior recordkeeper for the Plan(s) to
ICMA-RC's administration in the approximate amount of $22 million Employer
further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re -negotiation in the event that there is a material
difference between the assets and/or participants transferred to ICMA-RC and the
information provided from the Employer in the Request for Proposal.
Following the receipt at a Delivery Address (defined below the signature line) of one
fully executed copy of this Agreement, the compensation and payment in this Section
7 will take effect in the month where the assets from the prior recordkeeper transfer to
ICMA-RC or where the Plan Sponsor initiates a revised fund line-up, whichever
occurs first.
Employer further acknowledges and agrees that compensation and payment under this
Agreement shall be subject to re -negotiation in the event that the Employer chooses
to implement additional funds not available to ICMA-RC 's mutual fund platform.
8
Plan number 300269, 109729
8. Contribution Remittance
Employer understands that amounts invested through VantageTrust are to be remitted
directly to VantageTrust 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.
9. 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. ICMA-RC hereby agrees to indemnify Employer for claims
brought against Employer only to the extent that the claims are found to result from the
sole negligence of ICMA-RC, its governing body, or its employees in the performance of
this Agreement. This indemnification shall not be construed to be an indemnification for
the acts or omissions of third parties, independent contractors or third party agents of
ICMA-RC.
Employer hereby agrees to indemnify ICMA-RC for claims brought against ICMA-RC
only to the extent that the claims are found to result from the sole negligence of the
Employer, its governing body, or its employees regarding the Plan and their related trusts.
This indemnification shall not be construed to be an indemnification for the acts or
omissions of third parties, independent contractors or third party agents of the Employer.
This indemnification shall not be construed as a waiver of the Employer's sovereign
immunity and shall be interpreted as limited to only such traditional liabilities for which
the Employer could be liable under the common law interpreting the limited waiver of
sovereign immunity Any claims against the Employer must comply with the procedures
found in §768.28, Florida Statues. In order to comply with the requirements of §166.241,
Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this
indemnification is limited to the lesser of the amount payable by either party under the
substantive provisions of this Agreement, or the limitations of §768.28, Florida Statutes.
In addition, this indemnification shall be construed to limit recovery by the indemnified
party against the Employer to only those damages caused by Employer's sole negligence,
and specifically not include any attorney's fees or costs associated therewith.
Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any
way affecting any defense Employer may have under §768.28, Florida Statutes or as
consent to be sued by third parties.
10. Term
This Agreement shall be in effect and commence on the date all parties have signed and
executed this Agreement ("Inception Date"). The term of this Agreement will commence
on the Inception Date and extend five years from the date of completion and
reconciliation of the transition of assets of the Plan from the prior record keeper to
ICMA-RC; provided, however, that the Employer may terminate this Agreement prior to
the end of the initial term with 90 days following such written notice of the Employer's
9
Plan number 300269, 109729
intention to terminate the Agreement. 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 VT PLUS Fund as an investment option in its investment
line-up), ICMA-RC retains full discretion to release Plan assets invested in the VT 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 VT PLUS Fund).
If the Agreement is not renewed, ICMA-RC will provide an orderly transition of assets
and records to the new record keeper. A transition letter will be provided to the
Employer which outlines the process and the responsibilities of ICMA-RC after the
transition of assets and records has been completed.
11. 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.
Notwithstanding the foregoing, mutual consent is required for changes to the
provisions regarding the Compensation provisions (except 7(e)), Indemnification,
the manner of compensation, the Term of this Agreement, or the general scope of
services provided by ICMA-RC hereunder, which provisions may only be
modified by a written instrument signed by all of the parties.
(c) The parties agree that enhancements may be made to administrative and
operations 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
12. Notices
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.
10
Plan number 300269, 109729
ICMA-RC: Legal Department, ICMA Retirement Corporation, 777
North Capitol Street, N.E., Suite 600, Washington, D.C., 20002-4240
Facsimile; (202) 962-4601
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.
13. 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.
14. 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.
15. Incorporation of Schedules
All Schedules (and any subsequent amendments thereto), attached hereto, and referenced
herein, are hereby incorporated within this Agreement as if set forth fully herein.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, applicable to contracts made in that jurisdiction without reference to its
conflicts of laws provisions.
17. Insurance
ICMA-RC agrees to comply with the Insurance Requirements contained in RFP#16-18,
incorporated by reference and attached hereto as Exhibit B, with the following
clarifications:
• ICMA-RC accomplishes the $2,000,000/$4,000,000 General Commercial
Liability coverage requirement with a GL policy at $1,000,000/$2,000,000
11
Plan number 300269, 109729
and a $25,000,000 umbrella policy that extends the GL to $27,000,000/
$29,000,000.
• Notice of cancellation of any insurance policy for nonpayment shall be
provided upon ten (10) days' notice.
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 CLEARWATER, FLORIDA
--Ctek r \Cr A*
George N. Cretekos
Mayor
Approved as to form:
Owen Kohler
Assistant City Attorney
William B Home, II
City Manager
Rosemarie Call
City Clerk
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
BY ,;(P4iL..—
Erica McFarquhar
Assistant Secretary
Please retum an executed coov of the Aareement to a Delivery Address. either
(a) Electronically to PlanAdootionServiceseicmarc-orq, 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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Plan number 300269, 109729
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. ICMA-RC
will provide an enrollment link through the general ICMA-RC web site as
appropriate. Employer will also make available the online enrollment link in their
Intranet site or via email to new Employees. 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 RZLink), 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, TextAccess 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 htps://harperl.icmarc.org/login.jsp.
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Plan number 300269, 109729
(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
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. E7.T.ink 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://harperl.icmarc.org/login.jsp
(1) 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.
Participants' Wire Transfer Fee $15 per outgoing wire
(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 there under.
Participants' QDRO Processing Fee $250 per divorce
(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.
Participants' Loan fees:
Loan Setup $75
Annual Loan Maintenance $50
ACH Reject Fee $20, first incident
$50, next incidences
(o) Guided Pathways Advisory Services — Asset Class Guidance, Fund Advice and
Managed Accounts may be made available through a third party vendor on the
terms specified on ICMA-RC's website.
Participants' Managed Account fees:
First $100k — 0.40%
Next $100k — 0.35%
Next $300k — 0.25%
Over $500k — 0.00%
(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.).
14
EXHIBIT B
REQUEST FOR PROPOSALS
#16-18
457(b) Deferred Compensation and
401(a) Defined Contribution Retirement Plans Manager
January 10, 2018
NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Clearwater (City) until
10:00 AM, Local Time, February 15, 2018 to provide 457(b) and 401(a) Plans Manager Services.
Brief Description: The City of Clearwater (City) is soliciting proposals from firms qualified to serve
as the City's retirement plan recordkeeper and service provider for the City's 457(b) Deferred
Compensation and 401(a) Defined Contribution Plans. The City intends to transfer all liquid assets
to the chosen vendor(s). Independent consultant Montgomery Retirement Plan Advisors has been
hired to assist the City with this process.
Proposals must be in accordance with the provisions, specifications and instructions set forth herein and
will be received by Purchasing until the above noted time, when they will be publicly acknowledged and
accepted.
Proposal packets, any attachments and addenda are available for download at:
https://www.myclearwater.com/bid
Please read the entire solicitation package and submit the bid in accordance with the instructions. This
document (less this invitation and the instructions) and any required response documents, attachments,
and submissions will constitute the bid.
General, Process or Technical Questions concerning this solicitation should be
directed, IN WRITING, to the following Sr. Procurement Analyst:
Lori Vogel, CPPB
Sr. Procurement Analyst
Lori.Vogelamvc lea rwater.com
This Request for Proposals is issued by:
Alyce Benge, CPPO, C.P.M.
Purchasing Manager
Alvice.Benae(aamvclearwater.com
Purchasing Office
100 S Myrtle Ave
Clearwater FL 33756-5520
PO Box 4748, 33758-4748
727-562-4633 Tel
v 10/2017
INSTRUCTIONS
i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation
process (including requests for ADA accommodations), shall be directed solely to the Purchasing
Manager listed on Page 1. Questions should be submitted in writing via letter, fax or email.
Questions received less than seven (7) calendar days prior to the due date and time may be
answered at the discretion of the City.
i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an
addendum. Addenda are posted on the City website and an email notification sent to those who
register on the City website (when downloading the solicitation no less than seven (7) days prior to
the Due Date). Vendors are cautioned to check the Purchasing Website for addenda and
clarifications prior to submitting their proposal. The City cannot be held responsible if a vendor
fails to receive any addenda issued. The City shall not be responsible for any oral changes to these
specifications made by any employees or officer of the City. Failure to acknowledge receipt of an
addendum may result in disqualification of a proposal.
i.3 VENDOR CONFERENCE / SITE VISIT: ❑ Yes ® No
i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING:
Date: February 15, 2018
Time: 10:00 AM (Local Time)
The City will open all proposals properly and timely submitted, and will record the names and other
information specified by law and rule. All proposals become the property of the City and will not be
returned except in the case of a late submission. Respondent names, as read at the bid opening,
will be posted on the City website. Once a notice of intent to award is posted or 30 days from day
of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting
Purchasing.
i.5 PROPOSAL FIRM TIME: 90 Days from Opening
Proposal shall remain firm and unaltered after opening for the number of days shown above. The
City may accept the proposal, subject to successful contract negotiations, at any time during this
time.
i.6 PROPOSAL SECURITY:
PERFORMANCE SECURITY:
❑ Yes
❑ Yes
® No
® No
If required herein, the Contractor, simultaneously with the execution of the Contract, will be required
to furnish a performance security. The security may be submitted in one-year increments and in
any one of the following forms: an executed surety bond issued by a firm licensed and registered
to transact such business with the State of Florida; cash; certified check, cashier's check or money
order payable to the City of Clearwater (personal and company checks are not acceptable);
certificate of deposit or any other form of deposit issued by a financial institution and acceptable to
the City. If the Contractor fails or refuses to fully comply with the terms and conditions of the
contract, the City shall have the right to use all or such part of said security as may be necessary
to reimburse the City for loss sustained by reason of such breach. The balance of said security, if
any, will be returned to Contractor upon the expiration or termination of the contract.
i.7 SUBMIT PROPOSALS TO: Use label at the end of this solicitation package
City of Clearwater
Attn: Purchasing
100 S Myrtle Ave, 3rd FI, Clearwater FL 33756-5520
or
PO Box 4748, Clearwater FL 33758-4748
Proposals will be received at this address. Proposers may mail or hand -deliver proposals; e-mail
or fax submissions will not be accepted.
457(b) and 401(a) Plans Manager 2 RFP #16-18
INSTRUCTIONS
No responsibility will attach to the City of Clearwater, its employees or agents for premature
opening of a proposal that is not properly addressed and identified.
i.8 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on
time at the place specified. All proposals received after the date and time specified shall not be
considered and will be returned unopened to the proposer. The proposer assumes the risk of any
delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private
courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient
to show that you mailed or commenced delivery before the due date and time. All times are
Clearwater, Florida local times. The proposer agrees to accept the time stamp in the City
Purchasing Office as the official time.
i.9 LOBBYING PROHIBITION. The purpose of this prohibition is to preserve the integrity of the
procurement process. Any communication regarding this solicitation for the purpose of influencing
the process or the award, between any person or affiliates seeking an award from this solicitation
and the City, including but not limited to the City Council, employees, and consultants hired to assist
in the solicitation, is prohibited.
This prohibition is imposed from the time of the first public notice of the solicitation until the City
cancels the solicitation, rejects all responses, awards a contract or otherwise takes action which
ends the solicitation process. This section shall not prohibit public comment at any City Council
meeting, study session or Council committee meeting.
This prohibition shall not apply to vendor -initiated communication with the contact(s) identified in
the solicitation or City -initiated communications for the purposes of conducting the procurement
including but not limited to pre-bid conferences, clarification of responses, presentations if provided
in the solicitation, requests for Best and Final Proposals, contract negotiations, protest/appeal
resolution, or surveying non-responsive vendors.
Violations of this provision shall be reported to the Purchasing Manager. Persons violating this
prohibition may be subject to a warning letter, rejection of their response depending on the nature
of the violation, and/or debarment of the proposer as provided in Clearwater's Purchasing Policy
and Procedures, Section 27.
i.10 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the City's final
approval and execution of the contract, proposer does so at its own risk.
i.11 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the
solicitation will not excuse any failure to comply with the requirements of the solicitation or any
resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor
suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in
any case not later than seven (7) business days in advance of the due date notify the contact on
page one (1). The City is not responsible for and will not pay any costs associated with the
preparation and submission of the proposal. Proposers are cautioned to verify their proposals
before submission, as amendments to or withdrawal of proposals submitted after time specified for
opening of proposals may not be considered. The City will not be responsible for any proposer
errors or omissions.
i.12 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall
be submitted on the forms provided. An original and the designated number of copies of each
proposal are required. Proposals, including modifications, must be submitted in ink, typed, or
printed form and signed by an authorized representative. Please line through and initial rather than
erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be
considered non-responsive. In the event of a disparity between the unit price and the extended
price, the unit price shall prevail unless obviously in error, as determined by the City. The City may
require that an electronic copy of the proposal be submitted. The proposal must provide all
information requested and must address all points. The City does not encourage exceptions. The
City is not required to grant exceptions and depending on the exception, the City may reject the
proposal.
457(b) and 401(a) Plans Manager 3 RFP #16-18
INSTRUCTIONS
i.13 SPECIFICATIONS. Technical specifications define the minimum acceptable standard. When the
specification calls for "Brand Name or Equal," the brand name product is acceptable. Other
products will be considered upon showing the other product meets stated specifications and is
equivalent to the brand product in terms of quality, performance and desired characteristics.
Minor differences that do not affect the suitability of the supply or service for the City's needs may
be accepted. Burden of proof that the product meets the minimum standards or is equal to the
brand name product is on the proposer. The City reserves the right to reject proposals that the City
deems unacceptable.
i.14 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the
proposal received by the City prior to the scheduled opening time will be accepted and will be
corrected after opening. No oral requests will be allowed. Requests must be addressed and
labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL
of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of
undue hardship and may result in the forfeiture of any proposal security. Any withdrawal after the
bid opening shall be allowed solely at the City's discretion.
i.15 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended,
or otherwise lawfully precluded from participating in any public procurement activity, including being
disapproved as a subcontractor with any federal, state, or local government, or if any such
preclusion from participation from any public procurement activity is currently pending, the proposer
shall include a letter with its proposal identifying the name and address of the governmental unit,
the effective date of this suspension or debarment, the duration of the suspension or debarment,
and the relevant circumstances relating to the suspension or debarment. If suspension or
debarment is currently pending, a detailed description of all relevant circumstances including the
details enumerated above must be provided. A proposal from a proposer who is currently debarred,
suspended or otherwise lawfully prohibited from any public procurement activity may be rejected.
i.16 RESERVATIONS. The City reserves the right to reject any or all proposals or any part thereof; to
rebid the solicitation; to reject non-responsive or non -responsible proposals; to reject unbalanced
proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another
event; to reject individual proposals for failure to meet any requirement; to award by item, part or
portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities,
defects, omissions, technicalities or form errors in any proposal. The City may seek clarification of
the proposal from proposer at any time, and failure to respond is cause for rejection. Submission
of a proposal confers on proposer no right to an award or to a subsequent contract. The City is
responsible to make an award that is in the best interest of the City. All decisions on compliance,
evaluation, terms and conditions shall be made solely at the City's discretion and made to favor the
City. No binding contract will exist between the proposer and the City until the City executes a
written contract or purchase order.
i.17 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a
proposer may not be acknowledged or accepted by the City. Award or execution of a contract does
not constitute acceptance of a changed term, condition or specification unless specifically
acknowledged and agreed to by the City. The copy maintained and published by the City shall be
the official solicitation document.
i.18 COPYING OF PROPOSALS. Proposer hereby grants the City permission to copy all parts of its
proposal, including without limitation any documents and/or materials copyrighted by the proposer.
The City's right to copy shall be for internal use in evaluating the proposal.
i.19 CONTRACTOR ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality,
integrity, service, professionalism, economy, and government by law in the Procurement process.
The responsibility for implementing this policy rests with each individual who participates in the
Procurement process, including Respondents and Contractors.
To achieve this purpose, it is essential that Respondents and Contractors doing business with the
City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards
to:
457(b) and 401(a) Plans Manager 4 RFP #16-18
INSTRUCTIONS
a. Exert any effort to influence any City employee or agent to breach the standards of ethical
conduct.
b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or
Services not provided.
c. Intentionally offer or provide sub -standard Materials or Services or to intentionally not comply
with any term, condition, specification or other requirement of a City Contract.
i.20 GIFTS. The City will accept no gifts, gratuities or advertising products from proposers or
prospective proposers and affiliates. The City may request product samples from vendors for
product evaluation.
i.21 PROTESTS AND APPEALS. If a Respondent believes there is a mistake, impropriety, or defect
in the solicitation, believes the City improperly rejected its proposal, and/or believes the selected
proposal is not in the City's best interests, the Respondent may submit a written protest. All protests
and appeals are governed by the City of Clearwater Purchasing Policy and Procedures Section 18
("Purchasing Policy"). If there exists any discrepancy in this Section i.21 and the Purchasing Policy,
the language of the Purchasing Policy controls.
Protests based upon alleged mistake, impropriety, or defect in a solicitation that is apparent before
the bid opening must be filed with the Purchasing Manager no later than five (5) business days
before Bid Opening. Protests that only become apparent after the Bid Opening must be filed within
the earlier of ten (10) business days of the alleged violation of the applicable purchasing ordinance.
The complete protest procedure can be obtained by contacting Purchasing.
ADDRESS PROTESTS TO:
Alyce Benge, CPPO, C.P.M.
Purchasing Manager
100 So Myrtle Ave, 3rd FI
Clearwater FL 33756-5520
or
PO Box 4748
Clearwater FL 33758-4748
457(b) and 401(a) Plans Manager 5 RFP #16-18
INSTRUCTIONS — EVALUATION
i.22 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of
City employees. The City staff may or may not initiate discussions with proposers for clarification
purposes. Clarification is not an opportunity to change the proposal. Proposers shall not initiate
discussions with any City employee or official.
i.23 EVALUATION AND AWARD. The City evaluates three (3) categories of information:
responsiveness, responsibility, and the technical proposal/price. All proposals must meet the
following responsiveness and responsibility criteria.
a) Responsiveness. The City will determine whether the proposal complies with the instructions
for submitting proposals including completeness of proposal which encompasses the inclusion
of all required attachments and submissions. The City must reject any proposals that are
submitted late. Failure to meet other requirements may result in rejection.
b) Responsibility. The City will determine whether the proposer is one with whom it can or should
do business. Factors that the City may evaluate to determine "responsibility" include, but are
not limited to: excessively high or low priced proposals, past performance, references
(including those found outside the proposal), compliance with applicable laws, proposer's
record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any
contract with the City, whether the proposer is qualified legally to contract with the City,
financial stability and the perceived ability to perform completely as specified. A proposer
must at all times have financial resources sufficient, in the opinion of the City, to ensure
performance of the contract and must provide proof upon request. City staff may also use
Dun & Bradstreet and/or any generally available industry information. The City reserves the
right to inspect and review proposer's facilities, equipment and personnel and those of any
identified subcontractors. The City will determine whether any failure to supply information, or
the quality of the information, will result in rejection.
c) Technical Proposal. The City will determine how well proposals meet its requirements in terms
of the response to the specifications and how well the offer addresses the needs of the project.
The City will rank offers using a point ranking system (unless otherwise specified) as an aid
in conducting the evaluation.
d) If less than three (3) responsive proposals are received, at the City's sole discretion, the
proposals may be evaluated using simple comparative analysis instead of any announced
method of evaluation, subject to meeting administrative and responsibility requirements.
i.24 SHORT -LISTING. The City at its sole discretion may create a short-list of the highest scored
proposals based on a preliminary evaluation against the evaluation criteria. Only those short-listed
proposers would be invited to give presentations and/or interviews. Upon conclusion of any
presentations/interviews, the City will finalize the scoring against the evaluation criteria.
i.25 PRESENTATIONS/INTERVIEWS. The proposer must provide a formal presentation/interview on-
site at a City location upon request.
457(b) and 401(a) Plans Manager 6 RFP #16-18
INSTRUCTIONS — EVALUATION
i.26 EVALUATION CRITERIA. The criteria that will be evaluated and their relative weights are:
Evaluation Criteria
Points
Demonstrated Experience of the Firm
25
Plan -level Administrative Processes and Sponsor Tools & Support
20
• Efficient plan -level administrative processing including process
outsourcing opportunities, and prompt responses to service and
administrative inquiries
• Advanced administrative support capabilities, including tracking
of eligibility and break-in service
Plan Participant Resources
20
• User-friendly participant website and retirement readiness tools
• Customized education program involving scheduled on-site
participant assistance combined with effective tools that will
improve retirement readiness
Fund Structure and Management
20
• Efficient and timely process for periodic replacement of funds
• Attractive capital preservation account with minimal transfer and
liquidation restrictions
• Extensive technical/compliance support with clear escalation
procedures
• Depth, diversification, and fund availability provided in the open
architecture array of investments, sufficient to enable the plan
sponsor to select and maintain a highly rated fund menu at most
cost-efficient share class
Fees and References
15
• Competitive fees from all revenue elements
• Penalty -free plan -level contract termination and liquidity, without
cause
i.27 BEST & FINAL OFFERS. The City may request best & final offers if deemed necessary, and will
determine the scope and subject of any best & final request. However, the proposer should not
expect that the City will ask for best & finals. Therefore, proposer should submit their best offer
based on the terms and conditions set forth in this solicitation.
i.28 COST JUSTIFICATION. In the event only one response is received, the City may require that the
proposer submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to
determine if the proposal price is fair and reasonable.
i.29 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the City to
accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully
execute the final contract within a reasonable time as specified, or negotiations do not result in an
acceptable agreement, the City may reject proposal or revoke the award, and may begin
negotiations with another proposer. Final contract terms must be approved or signed by the
appropriately authorized City official(s). No binding contract will exist between the proposer and
the City until the City executes a written contract or purchase order.
457(b) and 401(a) Plans Manager 7 RFP #16-18
INSTRUCTIONS — EVALUATION
i.30 NOTICE OF INTENT TO AWARD. Notices of the City's intent to award a Contract are posted to
Purchasing's website. It is the proposer's responsibility to check the City of Clearwater's
website at https://www.mvclearwater.com/bid to view relevant RFP information and notices.
i.31 RFP TIMELINE. Dates are tentative and subject to change.
Release RFP: January 10, 2018
Advertise Tampa Bay Times: January 11, 2018
Responses due: February 15, 2018
Review proposals: February 15 — March 16, 2018
Presentations (if requested): week of April 2, 2018
Award recommendation: April 13, 2018
Council authorization: May, 2018
Contract effective date: October, 2018
457(b) and 401(a) Plans Manager 8 RFP #16-18
TERMS AND CONDITIONS
S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor,
supplier, proposer, company, parties, persons", "purchase order, PO, contract, agreement", "city,
Clearwater, agency, requestor, parties", "bid, proposal, response, quote".
S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contractor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid
time off or other rights afforded City employees. Contractor employees will not be regarded as City
employees or agents for any purpose, including the payment of unemployment or workers'
compensation. If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.
S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract work,
it is agreed that all subcontractors performing work under the Agreement must comply with its
provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.
S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first
receiving the City's written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right at its option to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and liabilities under the Agreement.
S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.
S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights,
or responsibilities in any third parties.
S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Agreement.
S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.
S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations
under this Agreement.
S.10 COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees
necessary and incidental to the lawful conduct of business. Contractor must stay fully informed
of existing and future federal, state, and local laws, ordinances, and regulations that in any
manner affect the fulfillment of this Agreement and must comply with the same at its own
expense. Contractor bears full responsibility for training, safety, and providing necessary
equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon
request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and
other activities used to ensure compliance.
b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug-free workplace for itself and those doing business with the City to ensure
the safety and health of all persons working on City contracts and projects. Contractor will
require a drug-free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified
457(b) and 401(a) Plans Manager 9 RFP #16-18
TERMS AND CONDITIONS
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel,
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course
of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.
(i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City
that Contractor and each of its subcontractors will comply with, and are contractually
obligated to comply with, all federal immigration laws and regulations that relate to their
employees (hereinafter "Contractor Immigration Warranty").
(ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of the City.
(iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide
services under this Agreement to ensure that Contractor or its subcontractors are
complying with the Contractor Immigration Warranty. Contractor agrees to assist the City
in regard to any such inspections.
(iv) The City may, at its sole discretion, conduct random verification of the employment records
of Contractor and any subcontractor to ensure compliance with the Contractor Immigration
Warranty. Contractor agrees to assist the City in regard to any random verification
performed.
(v) Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274A and
274B of the Federal Immigration and Nationality Act.
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against
any employee or applicant for employment or person to whom it provides services because of
race, color, religion, sex, national origin, or disability, and represents and warrants that it
complies with all applicable federal, state, and local laws and executive orders regarding
employment. Contractor and Contractor's personnel will comply with applicable provisions of
Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and
applicable rules in performance under this Agreement.
S.11 SALES/USE TAX, OTHER TAXES.
a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes
related to or arising out of Contractor's services under this Agreement, including by way of
illustration but not limitation, federal and state income tax, Social Security tax, unemployment
insurance taxes, and any other taxes or business license fees as required. If any taxing
authority should deem Contractor or Contractor employees an employee of the City, or should
otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility
under this Agreement, Contractor will indemnify the City for any tax liability, interest, and
penalties imposed upon the City.
b. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes
and will furnish an exemption certificate upon request.
457(b) and 401(a) Plans Manager 10 RFP #16-18
TERMS AND CONDITIONS
S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due
to the City during the performance of services under the Agreement. Payments to Contractor may
be offset by any delinquent amounts due the City or fees and charges owed to the City.
S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral
presentations, meetings where vendors answer questions, other submissions, correspondence,
and all records made thereof, as well as negotiations or meetings where negotiation strategies are
discussed, conducted pursuant to this RFP, shall be handled in compliance with Chapters 119 and
286, Florida Statutes.
Proposals or replies received by the City pursuant to this RFP are exempt from public disclosure
until such time that the City provides notice of an intended decision or until 30 days after opening
the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this RFP
and provides notice of its intent to reissue the RFP, then the rejected proposals or replies remain
exempt from public disclosure until such time that the City provides notice of an intended decision
concerning the reissued RFP or until the City withdraws the reissued RFP. A proposal or reply shall
not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all
proposals or replies.
Oral presentations, meetings where vendors answer questions, or meetings convened by City staff
to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in
compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such closed
meeting. The recoding of, and any records presented at, the exempt meeting shall be available to
the public when the City provides notice of an intended decision or until 30 days after opening
proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant
to this RFP and provides notice of its intent to reissue the RFP, then the recording and any records
presented at the exempt meeting remain exempt from public disclosure until such time that the City
provides notice of an intended decision concerning the reissued RFP or until the City withdraws
the reissued RFP. A recording and any records presented at an exempt meeting shall not be
exempt from public disclosure longer than 12 months after the initial City notice rejecting all
proposals or replies.
In addition to all other contract requirements as provided by law, the contractor executing
this agreement agrees to comply with public records law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.Call(aamvclearwater.com,
112 S. Osceola Ave., Clearwater, FL 33756.
The contractor's agreement to comDly with public records law applies specifically to:
a) Keep and maintain public records required by the City of Clearwater (hereinafter "public
agency") to perform the service being provided by the contractor hereunder.
b) Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida
Statutes, as may be amended from time to time, or as otherwise provided by law.
c) Ensure that the public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
457(b) and 401(a) Plans Manager 11 RFP #16-18
TERMS AND CONDITIONS
d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the contractor or keep and maintain public records required by the public agency
to perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract, the contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
e) A request to inspect or copy public records relating to a public agency's contract for services
must be made directly to the public agency. If the public agency does not possess the
requested records, the public agency shall immediately notify the contractor of the request and
the contractor must provide the records to the public agency or allow the records to be
inspected or copied within a reasonable time.
f) The contractor hereby acknowledges and agrees that if the contractor does not comply with
the public agency's request for records, the public agency shall enforce the contract provisions
in accordance with the contract.
g)
A contractor who fails to provide the public records to the public agency within a reasonable
time may be subject to penalties under Section 119.10, Florida Statutes.
h) If a civil action is filed against a contractor to compel production of public records relating to a
public agency's contract for services, the court shall assess and award against the contractor
the reasonable costs of enforcement, including reasonable attorney fees, if:
1. The court determines that the contractor unlawfully refused to comply with the public
records request within a reasonable time; and
2. At least eight (8) business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the contractor has not
complied with the request, to the public agency and to the contractor.
i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public
records and to the contractor at the contractor's address listed on its contract with the public
agency or to the contractor's registered agent. Such notices must be sent by common carrier
delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or
shipping paid by the sender and with evidence of delivery, which may be in an electronic format.
A contractor who complies with a public records request within 8 business days after the notice is
sent is not liable for the reasonable costs of enforcement.
S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five
(5) years after completion of the Agreement. The City or its authorized agent reserves the right to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the
Agreement. Contractor will permit such inspections and audits during normal business hours and
upon reasonable notice by the City. The audit of records may occur at Contractor's place of
business or at City offices, as determined by the City.
S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested
background checks of Contractor personnel who would perform services under the Agreement or
who will have access to the City's information, data, or facilities in accordance with the City's current
457(b) and 401(a) Plans Manager 12 RFP #16-18
TERMS AND CONDITIONS
background check policies. Any officer, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.
S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will
have final authority, based on security reasons: (i) to determine when security clearance of
Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and
including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or
entity may provide services under this Agreement. If the City objects to any Contractor personnel
for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City,
remove any such individual from performance of services under this Agreement.
S.17 DEFAULT.
a. A party will be in default if that party:
(i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership
proceeding, makes an assignment for a creditor, or there is any similar action that affects
Contractor's capability to perform under the Agreement;
(ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar
days;
(iii) Conducts business in an unethical manner or in an illegal manner; or
(iv) Fails to carry out any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred from participating in
City procurements and solicitations in accordance with Section 27 of the City's Purchasing and
Procedures Manual.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may,
at its option and at any time, provide written notice to the defaulting party of the default. The
defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty
(30) day cure period may be extended by mutual agreement of the parties, but no cure period
may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably
calculated to provide notice of the nature and extent of such default. Failure of the non -
defaulting party to provide notice of the default does not waive any rights under the Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
assurance of its intent and ability to perform. In the event that the demand is made and no
written assurance is given within five (5) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement.
S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:
a. The non -defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.
b. The City may purchase the services required under the Agreement from the open market,
complete required work itself, or have it completed at the expense of Contractor. If the cost of
obtaining substitute services exceeds the contract price, the City may recover the excess cost
by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance
due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv)
collection against liquidated damages (if applicable); or (v) a combination of the
aforementioned remedies or other remedies as provided by law. Costs includes any and all,
fees, and expenses incurred in obtaining substitute services and expended in obtaining
reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and
costs.
457(b) and 401(a) Plans Manager 13 RFP #16-18
TERMS AND CONDITIONS
c. The non -defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.
S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.
S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in
part or in whole upon thirty (30) calendar days' written notice.
S.21 CONFLICT OF INTEREST F.S. Section 112. Pursuant to F.S. Section 112, the City may cancel
this Agreement after its execution, without penalty or further obligation, if any person significantly
involved in initiating, securing, drafting, or creating the Agreement for the City becomes an
employee or agent of Contractor.
S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines that it does not
have funds to meet its obligations under this Agreement, the City will have the right to terminate
the Agreement without penalty on the last day of the fiscal period for which funds were legally
available. In the event of such termination, the City agrees to provide written notice of its intent to
terminate thirty (30) calendar days prior to the stated termination date.
S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement,
Contractor will be entitled only to payment for those services performed up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.
S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.
S.25 INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs,
attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor
personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the
obligations established by this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of any
issues that may involve the independent negligence of the City that is not covered by this
indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor
or any third party harmless for claims based on this Agreement or use of Contractor -provided
supplies or services.
S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman -like and professional manner. The City's acceptance of service or materials provided by
Contractor will not relieve Contractor from its obligations under this warranty. If any materials or
457(b) and 401(a) Plans Manager 14 RFP #16-18
TERMS AND CONDITIONS
services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at
no additional charge to the City, will provide materials or redo such services until in accordance
with this Agreement and to the City's reasonable satisfaction.
Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current
manufacture and not discontinued, will be free of defects in materials and workmanship, will be
provided in accordance with manufacturer's standard warranty for at least one (1) year unless
otherwise specified, and will perform in accordance with manufacturer's published specifications.
S.27 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to
prejudice the City's right to recover against third parties for any loss, destruction, or damage to City
property, and will at the City's request and expense, furnish to the City reasonable assistance and
cooperation, including assistance in the prosecution or defense of suit and the execution of
instruments of assignment in favor of the City in obtaining recovery.
S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver
any specific amount of materials or services or any materials or services at all under this Agreement
and acknowledges and agrees that the materials or services will be requested by the City on an as
needed basis at the sole discretion of the City. Any document referencing quantities or
performance frequencies represent the City's best estimate of current requirements, but will not
bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.
S.29 OWNERSHIP. AD deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released
by Contractor or any other person except with prior written permission by the City.
S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or
publicity without obtaining the prior written consent of the City.
S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public
officer or employee within the last two (2) years shall not represent another organization before the
City on any matter for which the officer or employee was directly concerned and personally
participated in during their service or employment or over which they had a substantial or material
administrative discretion.
S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.
S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or
equipment incidental to providing these services and such loss, injury, or destruction will not release
Contractor from any obligation hereunder.
S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real
property or damage or loss of City personal property when such property is the responsibility of or
in the custody of Contractor or its employees.
S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble or
hindrance from Contractor or third parties.
S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will
without limitation, at its expense defend the City against all claims asserted by any person that
anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual
property right and must, without limitation, pay the costs, damages and attorneys' fees awarded
against the City in any such action, or pay any settlement of such action or claim. Each party agrees
to notify the other promptly of any matters to which this provision may apply and to cooperate with
each other in connection with such defense or settlement. If a preliminary or final judgment is
obtained against the City's use or operation of the items provided by Contractor hereunder or any
part thereof by reason of any alleged infringement, Contractor will, at its expense and without
457(b) and 401(a) Plans Manager 15 RFP #16-18
TERMS AND CONDITIONS
limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the
right to continue to use the item; (c) substitute for the infringing item other item(s) having at least
equivalent capability; or (d) refund to the City an amount equal to the price paid, Tess reasonable
usage, from the time of installation acceptance through cessation of use, which amount will be
calculated on a useful life not less than five (5) years, plus any additional costs the City may incur
to acquire substitute supplies or services.
S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Department
and/or an authorized representative from the using department. All questions regarding the
contract will be referred to the Purchasing Department for resolution. Supplements may be written
to the contract for the addition or deletion of services.
S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the
public enemy, riots, fire, explosion, legislation, and governmenfal regulation. The party whose
performance is so affected will within five (5) calendar days of the unforeseeable circumstance
notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent
such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay, provided
however, under no circumstances will delays caused by a force majeure extend beyond one
hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.
S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing
agreements with other Florida government agencies, including the Tampa Bay Area Purchasing
Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use
by other municipalities, school districts and government agencies with the approval of Contractor.
Any such usage by other entities must be in accordance with the statutes, codes, ordinances,
charter and/or procurement rules and regulations of the respective government agency.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City is not responsible for any disputes arising out of transactions made by others.
S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Purchasing Division.
S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or
registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided
by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or
registered mail, receipt will be deemed effective three (3) calendar days after being deposited in
the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective
two (2) calendar days after the sending thereof.
S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The
exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this
Agreement will be Pinellas County, Florida.
S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the work to be performed.
S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated in it.
S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may
457(b) and 401(a) Plans Manager 16 RFP #16-18
TERMS AND CONDITIONS
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.
457(b) and 401(a) Plans Manager . 17 RFP #16-18
DETAILED SPECIFICATIONS
1. INTRODUCTION. The City of Clearwater (City) is located on the West Coast of Florida in the
Tampa Bay region. It is the third largest city in the region with an estimated population of 110,000
residents. The City of Clearwater is also a major tourist destination — Clearwater Beach has been
rated #1 U.S. Beach by TripAdvisor, "Florida's Best Beach Town 2013" by USA Today, and was
on the "Top Ten List of Best Beaches from Maine to Hawaii". The City of Clearwater is home to
the Philadelphia Phi[lies Spring Training and Clearwater Threshers Minor League Baseball, as well
as hosting several sports tournaments through the year that attract visitors from across the country.
Clearwater is home for Winter the Dolphin and the Clearwater Marine Aquarium. Winter's story
made it all the way to Hollywood in the motion pictures" Dolphin Tale" and "Dolphin Tale 2", both
filmed here in Clearwater.
2. SCOPE OF WORK. The City has engaged the services of independent consultant Montgomery
Retirement Plan Advisors to assess the competitiveness of our 401(a) and 457(b) plan contracts
and to explore alternative plan services and features.
The RFP objective is a single recordkeeper being the most competitive option to manage both
plans. All assets from the current two (2) providers, and future contributions, would transfer to one
(1) selected recordkeeper. Transferred assets total approximately $75 Million (see data included),
and any assets that are not currently liquid on a favorable basis will be transferred as they become
available for liquidation in the future.
The City reserves the right to select multiple recordkeeper(s) and/or retain current recordkeeper(s)
in the best interest of both the City and plan participants. RFP responses should be priced based
on being selected as a single plan recordkeeper; also indicating the effect upon proposed pricing
and/or contract terms if your firm is one (1) of two (2) selected (to replace either Nationwide or
ICMA-RC, resulting in the transfer of respective assets).
3. PLAN DATA AND BACKGROUND. The 457 Plan(s) are currently record kept and administered
by ICMA-RC and Nationwide Retirement Solutions. Both service providers offer to participants
several investment options within which the participants control 100% of the investment
decisions/direction of their respective accounts.
The 401 Plan is currently record kept and administered by ICMA-RC. Participants in the 401(a)
manage 100% of the investment decisions/direction themselves, with several options available for
them to direct their respective accounts/investments.
Both ICMA-RC and Nationwide utilize group rather than individual contracts. Nationwide utilizes a
group annuity contract and ICMA-RC utilizes a trust as the custodial vehicle. Provider and account/
contract transfer decisions are made by the Plan Sponsor and not at the participant level.
Key 401(a) Money Purchase Plan Provisions
• Eligible employee group: Management employees only
• Contributions:
o City Manager: 15% employer 2% employee mandatory
o City Attorney: 15% employer 2% employee mandatory
o Management: 8% employer 0% employee mandatory
457(b) and 401(a) Plans Manager 18 RFP #16-18
DETAILED SPECIFICATIONS
Assets and Participation
The following table summarizes the division of assets and participants among the current providers
and plans.
457(b) (ICMA-RC)
$45,935,043
1,591'
686'
390'
$1,481
$724
457(b) (Nationwide)
$20,995,100
1,591'
419
2731
$984
$519
401(a) (ICMA-RC)
0
$8,524,781
501
891
501
$375
$205
Data is as of 6/30/17 except where indicated below as 9/21/17.
a) Data indicated is as of 9/21/17.
b) Participants are not allowed to make contributions simultaneously to both ICMA-RC &
Nationwide 457(b). These therefore are unique participants (as of 9/22/17 payroll).
c) Contribution data excludes rollover deposits.
Assets in Capital Preservation Accounts
The amount and percentage of assets invested in the capital preservation account
(guaranteed/fixed/stable value) with each provider is as follows:
457(b) (ICMA-RC)
$13,746,526
29.9%
457(b) (Nationwide)
$5,813,612
27.7%
401(a) (ICMA-RC)
$1,245,756
14.61%
As of 6/30/17
Terminated Participant Accounts (included in previous totals)
45 (
As of 9/21/17
Additional Plan / Administrative Information
a) Roth: Roth contributions not currently permitted but are under consideration.
b) Loans: Loans are available from the 401(a) Money Purchase plan and both 457(b) contracts.
c) Managed Accounts: Managed Account services are available in all contracts for an additional
account -level fee.
d) Brokerage Accounts: Self-directed brokerage accounts are riot offered to participants and
are not contemplated at this time.
457(b) and 401(a) Plans Manager 19 RFP #16-18
A.
7 (Nationwide) ....:
°
) it ..'
Participants
92
Not available
16
As of 9/21/17
Additional Plan / Administrative Information
a) Roth: Roth contributions not currently permitted but are under consideration.
b) Loans: Loans are available from the 401(a) Money Purchase plan and both 457(b) contracts.
c) Managed Accounts: Managed Account services are available in all contracts for an additional
account -level fee.
d) Brokerage Accounts: Self-directed brokerage accounts are riot offered to participants and
are not contemplated at this time.
457(b) and 401(a) Plans Manager 19 RFP #16-18
DETAILED SPECIFICATIONS
e) Retirement Income Features: A "retirement income for life" feature, Retirement Income
Advantage, was recently added to the ICMA-RC investment options. Assets in this product
were $92,709 as of 6/30/2017.
f) Fiduciary services: The City will not need 3(21) or 3(38) fiduciary services for the fund line-
up.
g) Current and future investment funds: Assets in the guaranteed / capital preservation
accounts are provided above. Beyond that data, this RFP does not include information on
current investment funds, as this RFP requests your revenue requirement as a distinct figure
without regard to the use of revenue -generating funds (See Exhibit C, Questions 11 through
18). Upon implementation of the new contract, a new investment menu will be selected in
consultation with the plans' fiduciary investment advisor. Revenue will be contractually
guaranteed to both parties in final contracts and/or service agreements.
Termination Provisions
ICMA-RC
Plan/contract:
Contract period is finished. May be terminated at any time upon 120 days'
notice. No deferred sales charges or similar contract discontinuance fees.
Participant -level:
Benefit sensitive, book value for ICMA-RC Plus Fund.
Fund -level:
Redemption fees may apply on certain mutual funds,
ICMA-RC Plus Fund:
1 -year put from date of notification. Market -to -book ratio on June 30, 2017
was 100.72%.
Nationwide
Plan/contract:
May be terminated at any time upon 120 days' notice. No deferred sales
charges or similar contract discontinuance fees.
Participant -level:
Benefit sensitive, book value for Nationwide Fixed Fund.
Fund -level:
Redemption fees waived upon plan level elimination of investment option.
Nationwide Fixed Fund
5 -year installment payout or lump sum payment with potential Market
Value Adjustment.
This information is a good faith summary based upon data and contracts believed to be reliable.
Neither the City nor Montgomery Retirement Plan Advisors warrants the accuracy of this
information or of the interpretation of provider contracts.
4. INVESTMENT MENU & MAPPING STRATEGY. The final mapping strategy is not yet determined
but is most likely to be re -solicitation of investment elections utilizing the plans' target date fund
series as the default for participants making no investment election.
Plan fund menus will be re-evaluated prior to contract conversion and are expected to have the
following characteristics:
• Identical fund menus for the 457(b) and 401(a) plans
• Levelized plan fees across all funds
• Use of most fee -efficient share class for the selected funds
• Use of zero -revenue or low -revenue share classes in most or all cases
• Fund revenue (where applicable) credited back at the participant level at least quarterly
• Strong ratings from an independent monitor
457(b) and 401(a) Plans Manager 20 RFP #16-18
DETAILED SPECIFICATIONS
• Use of a third -party Stable Value Fund. Proprietary guaranteed or stable value accounts that
bear appropriate market-based interest rates may also be considered.
• No use of proprietary funds, except to the extent that those funds may be selected based upon
criteria established in the Investment Policy Statement. Proprietary funds may be given
consideration but should not be assumed for pricing purposes.
5. EMPLOYEE EDUCATION MEETINGS.
Initial transition
meetings
Comprehensive series of group meetings
with all eligible employees
TBD: 4-6 locations
Ongoing
Employee
meetings
New hire orientation — 2x per month
1 location — Municipal Services Bldg
Quarterly: Education/Enrollment meetings
for existing employees
2 locations
Annual: October Health Fair
1 location — Municipal Services Bldg
ICMA-RC has recently begun to offer
monthly lunch -and -learns by a Certified
Financial Planner (CFP). This is not a
specific requirement for this RFP.
TBD: 4-6 locations
6. MINIMUM REQUIREMENTS. The following must be certified on Exhibit B as threshold eligibility
for consideration of a proposal submitted in response to this RFP:
a. Currently recordkeeping at least $1 Billion of government entity defined contribution (401(a)
and 457(b)) assets from a minimum of 20 distinct government plan sponsors.
b. Full open architecture investment platform.
c. Utilization of group (versus individual) contracts.
d. Establishment of a fixed revenue requirement fee structure, with any potential excess
revenue credited back to the plan through a plan expense reimbursement arrangement.
e. No Deferred Sales Charges or similar contract termination penalties at the plan or
participant level (investment -level market value adjustments, redemption fees, puts, and
installment payouts are not expressly prohibited).
f. Availability and maintenance of appropriate prototype and/or specimen plan documents.
7. INSURANCE REQUIREMENTS. The Vendor shall, at its own cost and expense, acquire and
maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during
the term with the City, sufficient insurance to adequately protect the respective interest of the
parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In
addition, the City has the right to review the Contractor's deductible or self-insured retention and to
require that it be reduced or eliminated.
Specifically the Vendor must carry the following minimum types and amounts of insurance on an
occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis. then
coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the
termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited to, premises
operations, products/completed operations, products liability, contractual liability, advertising
injury, personal injury, death, and property damage in the minimum amount of $2,000,000 (two
million dollars) per occurrence and $4,000,000 (four million dollars) general aggregate.
457(b) and 401(a) Plans Manager 21 RFP #16-18
DETAILED SPECIFICATIONS
b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars)
combined single limit.
c. Crime and Employee Dishonesty Coverage/Fidelity Bond in the amount of $25,000,000
(twenty-five million dollars) to provide reimbursement to an employer for these types of losses.
Third -party fidelity coverage is also required to cover the acts of an employee against an
employer's clients. Provide coverage using ISO form CR 00 01 Employee Dishonesty
Coverage Form or its equivalent and shall include ISO endorsement CR 04 01 Clients' Property
or its equivalent and ISO endorsement CR 20 14 Loss Payable or its equivalent.
d. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate
for the type of business engaged in by the Respondent with minimum limits of $5,000,000 (five
million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive
date of coverage shall be no later than the inception date of claims made coverage, unless the
prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond
the policy year either by a supplemental extended reporting period (SERP) of as great a
duration as available, and with no less coverage and with reinstated aggregate limits, or by
requiring that any new policy provide a retroactive date no later than the inception date of claims
made coverage.
e. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory
Workers' Compensation Insurance coverage in accordance with the laws of the State of
Florida, and Employer's Liability Insurance in the minimum amount of $500,000 (five
hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand
dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease
policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S.
Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be
applicable to employees, contractors, subcontractors, and volunteers, if any.
The above insurance limits may be achieved by a combination of primary and
umbrella/excess liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the
insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor
will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate,
SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set
forth above and naming the City as an "Additional Insured" on the Commercial General Liability
Insurance. In addition when requested in writing from the City, Vendor will provide the City
with certified copies of all applicable policies. The address where such certificates and certified
policies shall be sent or delivered is as follows:
City of Clearwater
Attn: Purchasing Department, RFP #16-18
P.O. Box 4748
Clearwater, FL 33758-4748
b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal,
termination, material change or reduction in coverage.
c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for
Vendor's negligence.
457(b) and 401(a) Plans Manager 22 RFP #16-18
DETAILED SPECIFICATIONS
d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's defense, for any
and all claims that may arise related to Agreement, work performed under this Agreement, or
to Vendor's design, equipment, or service. Vendor agrees that the City shall not be liable to
reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as
contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of anv potential
liability to the City. and City's failure to request evidence of this insurance shall not be construed
as a waiver of Vendor's tor anv contractors'. subcontractors'. representatives' or agents') obligation
to provide the insurance coverage specified.
457(b) and 401(a) Plans Manager 23 RFP #16-18
MILESTONES
1. ANTICIPATED BEGINNING AND END DATE OF INITIAL TERM. October 2018 through
September 2023.
If the commencement of performance is delayed because the City does not execute the contract
on the start date, the City may adjust the start date, end date and milestones to reflect the delayed
execution.
2. EXTENSION. The City reserves the right to extend the term of this contract, provided however,
that the City shall give written notice of its intentions to extend this contract no later than thirty (30)
days prior to the expiration date of the contract.
3. RENEWAL. At the end of the initial term of this contract, the City may initiate a renewal term. The
decision to renew a contract rests solely with the City. The City will give written notice of its intention
to renew the contract no later than thirty (30) days prior to the expiration:
One (1), three (3) year renewal term is possible at the City's option.
4. PRICES. All fees shall be firm for the initial term of five (5) years except where otherwise provided
in the negotiated contract. The City shall not be invoiced at prices higher than those stated in any
contract resulting from this proposal.
a. The Contractor certifies that the prices offered are no higher than the lowest price the
Contractor charges other buyers for similar quantities under similar conditions. The
Contractor further agrees that any reductions in the price of the goods or services covered
by this proposal and occurring after award will apply to the undelivered balance. The
Contractor shall promptly notify the City of such price reductions.
b. At the end of the initial term, fees may be adjusted for amounts other than inflation based
on mutual agreement of the parties after review of appropriate documentation. Renewal
prices shall be firm for the three (3) year renewal term.
457(b) and 401(a) Plans Manager 24 RFP #16-18
RESPONSE ELEMENTS
1. PROPOSAL SUBMISSION - Submit one (1) signed original proposal, seven (7) copies of the
proposal, and one (1) electronic format copy on a disc or thumb drive, in a properly labeled, sealed
container/envelope.
2. PROPOSAL FORMAT AND REQUIREMENTS. The responding Firm's proposal shall be
presented in the tabbed sequence indicated herein. Proposals shall be submitted on 8/5"x11"
paper, printed double -sided, numbered, typewritten, with headings, sections, and sub -sections
identified appropriately.
TITLE PAGE. State the RFP number, title, name of firm, mailing address, telephone number, name
of contact person, email address, and date.
TAB 1 — LETTER OF UNDERSTANDING. State your understanding of work to be accomplished
and make a commitment to perform all work within the required time frames. Also, state the name
of the person who will be authorized to make representations for the Firm, their title, address, phone
and fax number(s) and email address. State that the person signing the letter has been authorized
to bind the Firm.
TAB 2 — EXECUTIVE SUMMARY. Provide an executive summary overviewing the key features
and distinguishing value proposition of your proposal, as it relates to the selection criteria identified
in this RFP.
TAB 3 — FIRM'S QUALIFICATIONS. Submit Exhibit B — Minimum Requirements Certification in
Tab 3.
TAB 4 — REFERENCES. The Firm shall identify (3) references by including the name, title, and
phone number of key customer contact personnel involved with the company. Use Exhibit A —
Reference Information Form to provide this information in Tab 4.
TAB 5 — QUESTIONNAIRE. Use Exhibit C — Questionnaire in Tab 5.
TAB 6 — SCHEDULE. Provide your Firm's estimated schedule for implementation and execution
of the contract. The purpose of the schedule is to detail the actions and responsibilities of the City
and the Firm beginning at contract award through the implementation date.
TAB 7 — ATTACHMENTS. Submit the following items in Tab 7:
a. Sample enrollment packet
b. Sample participant statement
c. Sample sponsor fee disclosure notifications per Question #36
d. Sample participant notifications per Questions #37 and #38
e. Fund list per Question #5
f. Sample revenue requirement/fund revenue sharing credit reporting Question #18i
g. Sample participant retirement income/readiness report/illustration per Question #44
h. Other samples or marketing materials that communicate the Firm's distinctive differences
TAB 8 — OTHER FORMS. The following forms should be completed and signed:
1. Exceptions/Additional Materials/Addenda form
2. Vendor Information form
3. Offer and Acceptance form
4. W-9 Form. Include a current W-9 form (httD://www.irs.gov/pub/irs-Ddf/fw9.odf)
457(b) and 401(a) Plans Manager 25 RFP #16-18
EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA
Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation
document. Exceptions that surface elsewhere and that do not also appear under this section shall be
considered invalid and void and of no contractual significance.
Exceptions (mark one):
**Special Note — Any material exceptions taken to the City's Terms and Conditions may render a
Proposal non-responsive.
No exceptions
Exceptions taken (describe --attach additional pages if needed)
Additional Materials submitted (mark one):
No additional materials have been included with this proposal
Additional Materials attached (describe—attach additional pages if needed)
Acknowledgement of addenda issued for this solicitation:
Prior to submitting a response to this solicitation, it is the vendor's responsibility to confirm if any addenda
have been issued.
Addenda Number
Initial to acknowledge receipt
Vendor Name Date:
457(b) and 401(a) Plans Manager
26
RFP #16-18
VENDOR INFORMATION
Company LegalCorporate Name:
Doing Business As (if different than above):
Address:
City: State: Zip:
Phone: Fax:
E -Mail Address: Website:
DUNS #
Remit to Address (if different than above): Order from Address (if different from above):
Address: Address:
City: State: Zip: City: State: Zip:
Contact for Questions about this proposal:
Name: Fax:
Phone: E -Mail Address:
Day -to -Day Project Contact (if awarded):
Name: Fax:
Phone: E -Mail Address:
Certified Small Business
Certifying Agency:
Certified Minority, Woman or Disadvantaged Business Enterprise
Certifying Agency:
457(b) and 401(a) Plans Manager 27 RFP #16-18
VENDOR CERTIFICATION OF OFFER
By signing and submitting this Proposal, the Vendor certifies that:
a) It is under no legal prohibition to contract with the City of Clearwater.
b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as
well as its attachments, and any referenced documents.
c) It has no known, undisclosed conflicts of interest.
d) The prices offered were independently developed without consultation or collusion with any of the other
respondents or potential respondents or any other anti-competitive practices.
e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or
consultant who has or may have had a role in the procurement process for the services and or goods/materials
covered by this contract.
f) It understands the City of Clearwater may copy all parts of this response, including without limitation any
documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent's offer,
or in response to a public records request under Florida's public records law (F.S. 119) or other applicable
law, subpoena, or other judicial process.
g) Respondent hereby warrants to the City that the respondent and each of its subcontractors ("Subcontractors")
will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations
that relate to their employees.
h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and
not debarred by any Federal or public agency.
i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and
Rules if awarded by the City.
j) It is current in all obligations due to the City.
k) It will accept such terms and conditions in a resulting contract if awarded by the City.
I) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit
binding offers for the goods or services as specified herein.
ACCEPTED AND AGREED TO:
Company Name:
Signature:
Printed Name:
Title:
Date:
457(b) and 401(a) Plans Manager 28 RFP #16-18
MAILING LABEL
CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR BID CONTAINER
For US Mail
SEALED PROPOSAL
Submitted by:
Company Name:
Address:
City, State, Zip:
RFP #16-18, 457(b) and 401(a) Plans Manager
Due Date: February 15, at 10:00 A.M.
City of Clearwater
Attn: Purchasing
PO Box 4748
Clearwater FL 33758-4748
For US Mail
For Hand Deliveries, FEDEX, UPS or Other Courier Services
SEALED PROPOSAL
Submitted by:
Company Name:
Address:
City, State, Zip:
RFP #16-18, 457(b) and 401(a) Plans Manager
Due Date: February 15, at 10:00 A.M.
City of Clearwater
Attn: Purchasing
100 S Myrtle Ave 3rd FI
Clearwater FL 33756-5520
For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------- — --- —
457(b) and 401(a) Plans Manager 29 RFP #16-18