HomeMy WebLinkAboutC2006-199 - 5/1/2006 - NA
March 23, 2006
Joan McKaughan, SPHR
Assistant Director of Human Resources
City of Corpus Chn sti
1201 Leopard St
Corpus Christi, TX 78408
Re: City of Corpus Christi Deferred Compensation Plan
Dear Joan
Once again, it was a pleasure to meet with you, Oscar, Cindy, and Constance on January
23, 2006. I applaud the City for becoming proactive with its Deferred Compensation
plan The current regulatory and competitive environments make this an ideal time to
take actIon with your Plan.
As promised, I am attaching a proposal to conduct a review of the City's existing
Deferred Compensation arrangements There are several documents attached to this
proposal:
_ ________ Document Description
L Summa ro sal includin ob'ective, fees, deliverables, etc.
2. S~cjmen Retirement Store Consl!lting Agreem~!____ ___
3. Consultin A eement Schedules
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4. Retirement Store References
Pa e
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3-6
7-8
9
Please don't get hung up on the Retirement Store's contract. I have worked with enough
governmental entities to understand that Corpus probably has their own standard contract
for these types of servIces. I am simply including my contract here as a "starting" point.
As I mentioned to you III our January meeting, Corpus Christi's situation closely
resembles the City of PIano's. ) would encourage you to talk with Lashon Ross and
Sydney Covey in PIano Their numbers are included in my references.
Please let me know if you have any questions or need any other information. Thank you
for \lour interest III and your consideration of the Retirement Store.
Sincerely,
~
AI DiCnstofaro. President
2006-199 '105 Medical Parkway, Suite 208A
05/01/06 Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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The Retirement Store
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City of Corpus Christi
Deferred Compensation Plan Review
Summary Proposal
Objective
The CIty of Corpus Christi wishes to conduct an outside, independent review of its
employee 457(b) Deferred Compensation Plan that will:
· Evaluate the City's 3 current Deferred Compensation administrators to assess:
their structural and operational compliance with all regulations and laws
the quality of the services provided to Plan participants
the quality of investment options provided to Plan participants
the relatIVe cost of the services provided
. Assess the current plan's admmistrative structure and consider alternatives that
may allow the City to:
proVIde better value to Plan participants
better fulfill its responsibilities as a Fiduciary
· Demonstrate that the City has acted prudently as a trustee of the Plan
Fees
The Retirement Store will conduct the above review for a project fee of$12,000. The
City Will be billed upon satisfactory delivery of the project report. All reasonable travel
related expenses incurred by Consultant in connection with the performance of the
Servlces shall be invoiced separately and reimbursed by the City based upon the City's
employee travel policies. See page 8 for additional detail.
Deliverables
The Retlfement Store will produce a report for the City with its findings and
recommendations. In addition, the above project fee includes one (I) on-site presentation
of the report's findings/recommendations. Travel expenses associated with the on-site
presentation are not included in the project fee See page 7 for additional detail.
Timeline
The Retirement Store will complete its work within 75 days of executing an agreement
for services with the CIty assuming it is able to receive all necessary information to
complete the review from the City and the Plan's 3 existing administrators.
4/05 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/5/2.451.8312 (FAX)
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Consulting Agreement between
City 0/ ~~rpU!~~"-'''!i, TX fl!!t! the Retirement Slf!re, Inc.
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This Agreement entered intu on thi s ~ day of 1<... '_ 2006 by and between the City of Corpus Christi,
TX ("Client") and The Retirement Store, [nc, ("C nsultant"), a Texas Corporation, whereby Consultant
will provide services to the Client with respect to City of Corpus Christi 457(b) and 401(a) ("the Plans")
sponsored by the Citv of Corpus Christi ("Sponsor") as identified in Schedule A attached.
Appointment of Consultant
Client hereby appoints and retains Consultant to provide the services specifically set forth on Schedule B -
Scope of Services or such other services mutually agreed to by the parties from time to time (the
"Services"). The Services provided by Consultant to Client are not to be deemed exclusive, and Consultant
may render consulting and advisory services to others, whether or not similar to those rendered hereunder
Fees
The compensation to Consultant for the Services shall be determined as provided in the fee schedule
attached hereto as Schedule C - Fees, which fee schedule may be amended from time to time by written
agreement of Consultant and Client
Tenn and Termination
This Agreement shall remain in effect until terminated Client may rescind this Agreement without cost or
penalty within five (5) business days of the date signed by providing Consultant written notice.
Subsequently, either party may terminate this Agreement at no cost, by giving the other party at least thirty
(30) days prior written notice of such termination. in which event this Agreement shall terminate at the end
of the then current calendar quarter
Iofermation and Statements
Client shall provide, or cause any trustees, record keepers, administrators, or investment managers to
provide Consultant with such contracts, documents, agreements, financial statements with respect to the
Plan, reports on the performance, portfolio characteristics, and holdings of any accounts or securities into
which Plan assets are invested, as Consultant may reasonably request from time to time, and Consultant
may rely on such reports without further inquiry or review It is understood and agreed that Consultant, in
the maintenance of its records, does not assume responsibility for the accuracy of any information
furnished by Client, or any other person, flrm or corporation providing services to the Client in conjunction
with the Plan
Coofidentiality
Consultant agrees to treat aU informatIOn and documentation provided to it pursuant to this Agreement as
confidential and shall not make any disclosure of such information, except that Consultant may disclose
such mformation and documentation to the extent such disclosure is or becomes publicly known or
generally known in the industry through no act of Consultant of its representatives; or is required to be
disclosed to or by order of a governmental agency or a court of law or otherwise as required by law;
proVIded. that prior to any such disclosure, notice of such requirement of disclosure is provided to Client
and {'Iient is afforded the reasonable opportunity to object to such disclosure
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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Authorized Parties
Client may appoint or designate such persons or committees to act on its behalf concerning this Agreement
and its operation as it deems appropriate. Client shall furnish to Consultant a written list of the names,
signatures, and extent of authority of all persons so appointed and authorized to act on behalf of Client and,
until wntten notice of changes are received by Consultant in accordance with this Agreement, Consultant
may conclusively rely upon the authority of such persons to act notwithstanding anything to the contrary
contamed in this Agreemem Consultant shall have no obligation or duty to ascertain or determine whether
such specIal appointment, designation or grant of power is in compliance with the documents governing the
Accounts or applicable state or federal laws
Other Documents
Consultant shall not be bound by any amendment to the documents governing the Accounts unless and
until Consultant is notified 111 writing of such amendment (to the extent Consultant's activities under this
Agreement may be effected by such amendment) and agrees in writing to be bound by such amendment
Work Product
In connection WIth the servlces provided in Schedule B, Consultant may furnish the Client with reports,
analyses or other such materials (the "Materials") The Client understands and agrees that any such
Materials will be furnished solely for Its internal use and may not be furnished in whole or in part to any
other person or entity other than its employees, elected officials, and others who have been retained by the
Client to provide services in connection with the Plan and who need to know such information in the
performance of such services, without the prior written consent of Consultant.
In the event that the Cltent receives a request to disclose all or any part of any Materials under the terms of
a valid and effective subpoena, open records request, or order issued by a court of competent jurisdiction,
judicial or administrative agency or by a legislative body or committee, such disclosure by the Client shall
not constitute a violation of this Agreement
Client shall have a perpetual, irrevocable, nontransferable, paid-up right and license to use and copy the
Materials and prepare derivative works based on the Materials for its internal use, subject to the terms
above All other rights in the Materials remain in and/or are assigned to Consultant The parties will
cooperate with each other and execute such other documents as may be appropriate to achieve the
objectives of this Section.
Client acknowledges that Consultant may develop for itself, or for others, problem solving approaches,
frameworks or other tools or information similar to the Materials and processes developed in performing
the ServICes, and nothing contained herein precludes Consultant from developing or disclosing such
materials and information provided that the same do not contain or reflect Confidential Information of the
Client
DiKbarge of Liability and Indemnity
Consultant shall reimburse, indemnify and hold harmless Client, of and from any and all expenses, losses,
damages, liabilities, demands, charges, and claims of any kind or nature (including, without limitation,
attorneys. fees and expenses) whatsoever. resulting or arising from (a) Consultant's acts, omissions, duties,
obligations, or responsibilitIes under this -\greement This Section shall survive termination of this
Agreement
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
4
Excusable Delay
In no event shall either party be liable to the other for any delay or failure to perform hereunder, which
delay or failure to perform is due to causes beyond the control of said party, including, but not limited to,
acts of God; acts of the pubhc enemy; acts of the United States of America, or any State, territory or
political subdivision thereof or of the District of Columbia, fires; floods; epidemics; quarantine restrictions;
strikes or the physical incapacity of the consultant to fulfill the terms of this agreement as a result of injury,
sickness, or death Notwithstanding the foregoing, in every case the delay or failure to perform must be
beyond the control and without the fault or negligence of the party claiming excusable delay. Performance
times under this Agreement shall be considered extended for a period of time equivalent to the time lost
because of any delay which IS excusable hereunder; provided, however, that, if any such delay shall, in the
aggregate, last for a period of more than 30 days, the party not relying on the excusable delay, at its option,
may terminate this Agreement as it relates to the Schedule involved
. Notices
All notices shall be in writing and sem to the respective addresses listed in this Agreement, or at such other
address as shall be specified. in each case, in a notice duly delivered by regular mail, electronic mail,
facsimile. or overnight couner
Independent Contractor
Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or
representative of the Client, but Consultant shall perform the services hereunder as an independent
contractor
Applicable Law
This Agreement shall be governed by and construed under the laws of the State of Texas.
Severability
If anyone or more provisions of this Agreement shall be held contrary to express law or against public
policy, or shall for any reason be held
invalid, then such provisions shall be deemed severed from the remainder of this Agreement and shall in no
way effect the validity or
enforceability of the other provisions of this Agreement
Entire Agreement; Amendment
This Agreement constitutes the entire agreement of the parties with respect to the engagement of the
consultant unless noted in the Amendment section at the end of this Agreement. This Agreement may be
amended, either in whole or in part, at any time, by mutual written agreement of the parties. Such
amendment shall be effective as of the date therein provided
Assignment
No assignment of this Agreement shaJ I be made by Consultant without the consent of Client.
Insurance
Consultant agrees to comply with the IOsurance requirements on the attached exhibit. In lieu of worker's
compensation, Consultant has executed the attached Release and Covenant not to sue.
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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EXKution
IN WITNESS WHEREOF, the parties hereto have executed and acknowledged this Agreement:
CLIENT
Name City of Corpus Christi, TX
Address 1201 Leopard St
Address Corp Christi, TX 78408
Signature
Name
Title
Date
I\ppr<MKI u to fonn: 4/.)1 {1..-'"; (,
"Jc .' ' A X" "S.--('--4
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Usa Aguilar (.)
Assistant City Attorney
>=or City Attorney
CONSlfLTANT
Name The R . mynt Store, Inc
Address 41 kway, Ste 208A
Address A 6 ('
Signature
Name AI C'
Title Pre~ife I
Date .! t l { , . f (
I
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Addenda or Amendments Noted Below:
Schedules A, B, and C attached
Insurance attachment
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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City of Corpus Christi
Deferred Compensation Plan Review
Schedules
Sc'edule A - Name of Plan
A.I Employees Deferred Compensation 457(b) Plan sponsored by the City of Corpus
Chri s11, TX
SQedule B - Services Performed bv Consultant
B.1 Obtain and review contracts, service agreements, administrative processes and
other documents and activities related to the relationship between the City of
Corpus Christi's Deferred Compensation Plan and its three (3) providers: AIG
V ALIC, ICMA-RC , and Nationwide Retirement Solutions.
B.2 Develop and analyze contract level fees, charges, and restrictions including:
8.2.1 Mortality & Expense Fees
8.2.2 Daily Asset Charges
8.2.3 Participant Level Account Maintenance Fees
8.2.4 Contingent Deferred Sales Charges (CDSC's)
8.2.5 Market Value Adjustments (MY A's)
8.2.6 All other contract level restrictions or charges
B.3 Develop and analyze all variable investment option performance and expenses
against published Morningstar criteria.
B.4 Make best effort attempt to develop all current revenue paid to existing providers
through investments in the Plan
B.5 Use analytic techniques to develop estimates for any fees for which credible data
cannot be obtained from vendors (e.g., Fixed/General Account assets.)
B.6 Develop a consolidated statement of assets for the Client according to investment
style (Fixed Account/Stable Value, Equity, and Fixed Income.)
B.7 Provide recommendations for the Client to address defects found (if any) and/or
Improve the overall effectiveness of the Plan's structure.
B.8 Interact frequently with the Plan's staff or designated representatives to obtain
data, discuss preliminary results, and manage the project schedule.
B.9 Present findings to the Client by report including one (] ) on-site presentation of
report's findings, conclusions and recommendations.
B.IO Maintain appropriate documentation of all work.
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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Scltedule C - Fees
C I For servIces listed in Schedule B above, a project fee of$12,000 will be billed
upon satisfactory delivery of the project report. All reasonable travel related
expenses Incurred by Consultant in connection with the performance ofthe
Services shall be invoiced separately and reimbursed by Client based upon Client
employee travel policies.
C 2 Fees for ongoing and additional work requested by the client and not specified on
schedule B will be billed at the rate of $195 per hour plus expenses.
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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A TT ACHMENT
INSURANCE REQUIREMENTS
I CONSULTANT'S LIABILITY INSURANCE
A Consultant must not commence work under this agreement until all insurance
reqUIred herein has been obtained and such insurance has been approved by the City. The
Consultant must not allow any subcontractor to commence work until all similar
insurance required of the subcontractor has been obtained.
Consultant must furnIsh to the City's Risk Manager two (2) copies of Certificates
of Insurance, showing the following minimum coverage by insurance company(s)
acceptable to the City's Risk Manager. The City must be named as an additional insured
for the General liability policy and a blanket waiver of subrogation is required on all the
General Liability and Workers Compensation policies.
TYPE OF IN SURA NCE
~ay ~ri-tteD notice of canccltation, material
......, non-renewal or termination is required on
~II certificates.__ __ _______ _ _
jcOMMERCIAL GENERAL LlABILIT'{ including
I Commercial Form
t2 Premises- Operations
P Products! Completed Operations Hazard
~ Contractual Liability
15 Independent Contractors
j6 Personal Injury
ROFESSIONAL LIABILITY mcluding
.overage provided must cover officers, directors
mployees and agents
I ERRORS AND OMMISIONS
IwORKERS' COMPENSATION
~MPLOYERS' LIABILITY
MINIMUM INSURANCE COVERAGE
odily Injury and Property Damage
er occurrence / aggregate
~I,OOO,OOO COMBINED SINGLE LIMIT
1,000,000 COMBINED SINGLE LIMIT
HICH COMPLIES WITH THE TEXAS
ORKERS' COMPENSATION ACT AND
ARAGRAPH II OF THIS ACT AND PARAGRAPH
OF THIS EXHIBIT
500,000/500,000/500,000
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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C In the event 01 accidents of any kind, the Consultant must furnish the Risk
Manager with copies of all reports of such accidents within ten ( 10) days of accident
II ADDITIONAL REQUIREMENTS
A Consultant must obtain workers' compensation coverage through a licensed
insurance company obtained in accordance with Texas law. The contract for coverage
must be written on a policy with endorsements approved by the Texas Department of
Insurance, The coverage provided must be in amounts sufficient to assure that all
workers' compensation obligations incurred by the Consultant will be promptly met
B Certificate of Insurance
· The City of Corpus Christi must be named as an additional insured on the
General liability coverage and a blanket waiver of subrogation is required for all
applicable polIcies.
· I f your Insurance company uses the standard ACORD form, the cancellation
clause (bottom right) must be amended by adding the wording "changed or" between
"be" and "canceled", and deleting the words, "endeavor to", and deleting the wording
after "left" In the alternative, a copy of the endorsement evidencing that the policy( s)
was endorse with the required cancellation provisions will be accepted.
'"
The name of the project must be listed under "Description of Operations"
· 1\ t a minimUm, a 30-day written notice of cancellation, material change, non-
renewal or termination IS required.
C If the Certificate of Insurance does not show on its face the existence of the
coverage required by items I.B (1)-(6), an authorized representative of the insurance
company must include a letter specifically stating whether items 1.B. (1)-(6) are included
or excluded
4105 Medical Parkway, Suite 208A
Austin, TX 78756
512.451.8142/512.451.8312 (FAX)
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City of Corpus Christi
Deferred Compensation Plan Review
References
Client Name: City of EI Paso
Type of Work: 457 RFP
Contact:
Irene Morales, Benefits Manager
David Almonte, Director/OMB
915.541.4448
915.541.4530
Client Name: Tbe University of Texas System, Austin, TX
Type of Work: Develop specifications for 457 RFP
Contact:
Brett Morris, Director of HR, lJTHSC-SA
Dan Stewart. Asst Vice Chancellor
210.567.2592
512.499.4574
Client Name: City of Piano
Type of Work: Review of Deferred Compensation/other benefits; 457 RFP
Contact:
Ms. Sydney Covey, Manager, Comp & Benefits
Ms. LaSbon Ross, Director of DR
972.941.7437
972.941.7422
Client Name: Trinity River Authority, Arlington, TX
Type of Work: 401(a)/4~7(b) RFP Response evaluation
Contact:
Don Tucker, Manager, Administrative Services
817.493.5155
4105 Medical Parkway, Suite 108A
Austin, TX. 78756
511.451.8141/511.451.8311 (FAX)
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RELEASF~ OF LIABILITY AND COVENANT NOT TO SUE
AL DiCristofaro, President of THE RETIREMENT STORE, INC.
THE STATE OF TEXAS
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KNOW ALL BY THESE PRESENTS:
COUNTY ()F NUECES
This Release of Liability and Covenant Not to Sue (hereinafter "Release") is made by and
between AI DiCristofaro, President of The Retjr~ment Store, Inc. and the City of Corpus Christi,
Nueces County, Texas, executed on this the 1b"'..!Lrtay of ApriL 2006, and is entered into for the
purpose of releasing the Clty of Corpus Christi, its officers, employees, representatives, agents
and contractors (herein collectively referred to as "City") from any and all liability whatsoever
arising out of, caused by, or in any way connected with, either proximately or remotely, wholly
or in part, The Retirement Store, Inc. and its employees and officers participation in providing
profeSSIOnal services to review City's deferred compensation plans, which is the subject of the
attached contractual agreement ("Agreement") between The Retirement Store, Inc. and the City.
I Al DiCristofaro, !O exchange for City allowing me to forego the condition of providing
a Worker's CompensatIOn 10surance policy as a requirement of the Agreement, do hereby
voluntanly enter into the following covenants:
1 I acknowledge that I, individually, and as President of The Retirement Store, Inc., employ no
other workers than myself I covenant that I will not enter into an employer-employee
relatiooship with any indiVidual or mdividuals during the term of the Agreement. I acknowledge
that the capacity m which I will be participating in the Agreement is that of an independent
contractor and not as an employee or agent of the City I further understand that, as an
mdependent contractor, I will receive no worker's compensation benefits, health benefits,
disability benefits, or other insurance benefits which might be available to full time employees of
City and that, as an independent contractor, I am fully responsible for incurring the cost of and
paying for any medical services that I may require during the term of the Agreement.
! I understand that I will participate in thiS Agreement at my own risk and hereby release,
waive, and 10 all ways relinquish any and all present or future claims against City which I, my
heirs, successors, aSSigns, or any other person or entity (collectively, hereinafter "1"), may
assert, have, or acqUire as a result of any mjury, death, damage, or loss whatsoever to myself or
my property resulting from. arising out of: or connected with my participation in the Agreement
between myself and the City.
3 I hereby so release, waive, and relinquish all such claims, and further covenant not to sue City
for any such claim, regardless of whether same may arise from any negligence or gross
negligence of City
4 I understand that there may be risks mvolved in participating in the Agreement. I assume all
such risks. and will relv solely on myself and not the City in determining what those risks are.
"\ I acknowledge that my services under the Agreement may occur on real property located in
the City of Corpus Chnsti, Nueces County, Texas It is my intention to completely absolve the
City of all potential Iiabilitv caused by, ansing out of or incident to my Treatment of Artwork on
City real propertv
6. I agree that thiS Release shall apply to all activities dunng or connected in any way with my
participation in the Agreement and my performance thereunder.
7 I agree that thiS Release shaH be governed by and enforceable under the laws of the State of
Texas. Venue shall lie in Nueces County, Texas, where this Release was executed.
8 I hereby acknowledge that I have carefully read the foregoing Release of Liability and
Covenant Not to Sue, and Intending to be legally bound, accept each of its terms.
EXECJ...[fED IN DUPLICATE, each of which shall be considered an original, on this
the~__dayof Irp/LU_ ______ ,2006.
Al ns of; sident
fhe Retirement Store, Inc.
AddressH~Y1 ~&b. ..'~ ~ I ~_~CIl-4 J Jl~N, TX. _]J766
Date: _'tiLt Z~~ . ____ _ _
STA TE Of Texas *
COUNTY OF~ _li&-Lt s __ ~
Before me, 6<..~t-J G. (;'-.....45._ , a notary public, on this day personally
appeared Ai.. "D; ~1~lOFArie:O , known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the same for
the purpose and consideratIOn therein expressed. Given under my hand and seal of office this
day of i8~~ A-t:-R.-I L _, 2006.
JAvCf~7/~!
. __Notary Public, State of Texas
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:~~..':<.~ GLEN E. ELUS
t~*.:~! MY COMMISSION EXPIRES
.~2::~;!'.: FebllJar12B. 2009
Commission expires: FE:'B1tu~~1 ~ 2.001
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