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HomeMy WebLinkAboutContract 45996 MV SECRETARY MASTER SERVICES AGREEMENT— DEFERRED COMPENSATION COMMITTEE CONSULTATION SERVICES This MASTER SERVICES AGREEMENT — DEFERRED COMPENSATION COMMITTEE CONSULTATION SERVICES ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and THE RETIREMENT STORE, INC. ("Professional"),a Texas corporation acting by and through its duly authorized President. RECITALS The City and Professional agree that the following statements are true and correct and constitute the basis on which they have entered into this Agreement. WHEREAS, following a competitive request-for-proposals process, the City of Plano, Texas ("Plano") entered into an agreement with Professional to serve as a deferred compensation consultant and to provide consultation services to Plano's 457 Deferred Compensation Oversight Committee, that agreement being City of Plano Contract No.2013-241-C(the"Plano Contract"); and WHEREAS, since 2009, City and Plano have been parties to a joint purchasing interlocal cooperation agreement;and WHEREAS, Professional has agreed to provide services to the City of Fort Worth and to the City of Fort Worth Deferred Compensation Committee ("Committee") on the same terms and conditions (including, but not limited to, compensation)as the Plano Contract. NOW,THEREFORE, for and in consideration of the premises outlined above and the mutual covenants contained herein, City and Professional do hereby agree as follows: m C) AGREEMENT M CD I. CONTRACT DOCUMENTS:PRIORITY. The relationship between the City and Professional shall be governed by the following documents (each a "Contract Document," collectively the "Contract Documents"), all of which together constitute a single contract: Master Services Agreement—CFW and The Retirement Store Inc. Page I of 49 I. This Master Services Agreement("Agreement") 2. Exhibit One -Professional Services Agreement by and between the City of Plano, Texas and The Retirement Store, Inc., 2013-241-C, including all exhibits and attachments thereto (collectively the"Plano Contract") 3. Exhibit Two—City of Fort Worth Conflict of Interest Documentation The Contract Documents listed as exhibits are attached hereto and incorporated herein for all purposes as though they were set forth at length. In the event and to the extent of any inconsistency between two or more Contract Documents, the documents will be interpreted in the order of the priority listed above, beginning with this Agreement and continuing with the exhibits. Any documents subsequently incorporated by amendment will be prioritized consistently with the foregoing. H. SCOPE OF SERVICES. Professional hereby agrees, with good faith and due diligence, to provide City with the services defined and described herein and in the Plano Contract, its attachments, and exhibits, subject to such modifications as are made and agreed to in this Master Services Agreement. III.MODIFICATIONS TO PLANO CONTRACT. 1. To the extent terms defined in this Master Services Agreement are assigned a different meaning than in the Plano Contract, the definitions assigned herein shall govern, notwithstanding any language in the Plano Contract to the contrary. In construing and applying the Plano Contract to the transaction between City and Professional, all such terms, including, but not limited to, "City" and"Committee," shall be read and interpreted in accordance with the definitions assigned in this Master Services Agreement. 2. The parties wish to provide for a contract term that is different than the one in effect for the Plano Contract. Therefore, Section II of the Plano Contract, "Term of Agreement," shall not apply as between the parties, and the following provision shall apply instead: IL TERM OF AGREEMENT This Agreement shall govern the parties' rights and obligations with respect to all services provided for a three-year period, beginning on September 19, 2014, and expiring September 18, 2017 (the "Initial Term"), unless terminated earlier in accordance with Section X, "Contract Termination." After the Initial Term, this Master Services Agreement—CFW and The Retirement Store Inc. Page 2 of 49 Agreement may be renewed for up to two (2) additional one (1) year periods (each a"Renewal Term") by mutual signed, written agreement of the parties. 3. Notwithstanding anything in Section XIV of in the Plano Contract to the contrary, notice or other written communication required under this Agreement shall be provided by (i) personal service; (ii) postage prepaid First Class US Mail, receipt requested, or(iii) courier or delivery service, and such notice or communication shall be considered as having been given on the date notice is actually received. Notice shall be provided to the parties at the addresses listed below or to such other address as either party may specify in writing: To THE CITY: To PROFESSIONAL: City of Fort Worth The Retirement Store, Inc. Attn: Assistant City Manager for HR Attn: Al DiCristofaro 1000 Throckmorton Street 10305 Yucca Drive Fort Worth,Texas 76102 Austin,Texas 78759 with copy to: City Attorney's Office at the same address 4. Notwithstanding any language in Section XVI, Paragraph C, "Venue/Governing Law,"of the Plano Contract to the contrary, City and Professional agree that this Agreement is performable in Tarrant County,Texas, and that exclusive venue for any dispute regarding this Agreement or the parties obligations hereunder shall lie with the courts in Tarrant County,Texas. 5. The "Affidavit of No Prohibited Interests" included in Exhibit D of the Plano Contract shall not apply as between the City and Professional. The attached Conflict of Interest Documentation attached to this Agreement as Exhibit Two shall apply instead. IV. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. V. COUNTERPARTS; ELECTRONICALLY REPRODUCED SIGNATURE This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Executed signature pages may be transmitted by facsimile or e-mail, and any such electronically reproduced signature shall have the same legal effect as an original. Master Services Agreement—CFW and The Retirement Store Inc. Page 3 of 49 V. ENTIRETY OF AGREEMENT; AMENDMENT. This written instrument (together will all attachments, exhibits, schedules, and appendices) constitutes the entire understanding between the parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Notwithstanding anything in any Contract Document to the contrary, this Agreement and the other Contract Documents may only be amended via written instrument signed by both parties and dated after the execution date of this Agreement. IN WITNE S_YaMREOF, the parties hereto have executed this Agreement in multiples this day of ,15_nI CITY OF FORT WORTH: THE T NT STORE: By: By: Susa A nis Al DiCristo o Assist City Manager President Date: (d Date: Z� L � a Q� ®'T ATTEST: -�oo0000000000 TTEST: By: vg ® y: City Secretary �C$ o$ itle: o$o c APPROVED AS TO ��`0000 000060 FORM ANIP EGALITY: xis S By: kS c K'af-61 Assista City rney CONTRACT AUTHORIZATION: No M&C Required OFFICIAL RECORD Master Services Agreement—CFW and The Retirement Store Inc. CITY SECRETARY I age 4 of 49 FT.WORTH,TX EXHIBIT ONE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PLANO, TEXAS AND THE RETIREMENT STORE, INC. ^ 2013-241-C THIS AGREEMENT is made and entered by and between the CITY OF PLANO, TEXAS, a home-rule municipal corporation, hereinafter referred to as "City", and THE RETIREMENT STORE, INC., a Texas corporation, hereinafter referred to as "Professional" to be effective from and after the date as provided herein. WI TNESSETH: WHEREAS, the City's 457 Deferred Compensation Oversight Committee ("Committee") is charged with developing and recommending investment policies and options for the City's 457 Deferred Compensation Program ("Project"); and WHEREAS, Professional previously assisted the City with establishing the City's 457 Deferred Compensation Plan program and can best assist the Committee in this Project; NOW, THEREFORE, for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parties hereto agree as follows: 1. SCOPE OF SERVICES Professional shall provide all labor, supervision, materials, and equipment necessary for consultation services to the 457 Deferred Compensation Oversight Committee. These products and services shall be provided in accordance with the Specifications for consultation services to the 457 Deferred Compensation Oversight Committee, a copy of which is attached hereto and incorporated herein as Exhibit "A", and the Professional's Proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit"B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Specifications for consultation to the 457 Deferred Compensation Oversight Committee (Exhibit"A"); (b) Professional's Proposal (Exhibit"B"); (c) Insurance Requirements (Exhibit"C"); and (d) Affidavit of No Prohibited Interest (Exhibit"D"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX PROFESSIONAL SERVICES AGREEMENT PAGE 1 NACONTRACTSTrofessional Services\The Retirement Store,Inc.-2013-241-C.doc(1/9114 JKW) Master Services Agreement - CFW and The Retirement Store Inc . Page 5 of 49 11. TERM OF AGREEMENT The initial term of this Contract shall be a period of three (3) years commencing on l February 1, 2014; provided however, that the City shall have the right and option to extend the term hereof by. up to two (2) additional twelve (12) month periods by giving written notice to Contractor of City's election to extend the term hereof, such notice to be given not more than ninety (90) days prior to the expiration of the initial term or the immediately preceding term. Ill. COMPENSATION/EXPENSES In consideration for the services to be rendered under this Agreement, Professional shall be paid TWENTY FOUR THOUSAND AND NO1100 ($24,000.00) DOLLARS annually for J attendance at the Committee's four (4) quarterly meetings and for other included services . identified in Exhibit "B", plus travel expenses and additional fees for optional services. Travel costs for on-site meeting attendance will be billed to City at cost and in accordance with City employee travel policies. Additional fees for optional services will be billed to City according to the fee schedule.provided in Exhibit "B". Professional may invoice City upon completion and acceptance of services provided or may invoice City on a monthly basis. Such invoices shall be itemized to show serviced performed, expenses, and corresponding charges. Professional recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Professional and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Plano, which fiscal year ends on September 30th of each year, shall be subject to Plano City Council approval. In the event that the Plano City Council does not approve the appropriation of funds for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. IV. INSURANCE Professional agrees to meet all insurance requirements, and to require all consultants who perform work for Professional to meet all insurance requirements, as set forth in Exhibit "C",which is attached hereto and thereby made a part of this Agreement. V. INDEMNIFICATION PROFESSIONAL AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY AND ITS RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY PROFESSIONAL'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE PROFESSIONAL, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, SUBCONTRACTORS, OR SUBASUIBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, PROFESSIONAL SERVICES AGREEMENT PAGE 2 NACONTRACTSTrofessional Services\The Retirement Store,Inc.-2013-241-C.doc(1/9114 JKw) Master Services Agreement - CFW and The Retirement Store Inc. Page 6 of 49 AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PROFESSIONAL IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, AND ITS OFF[CERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS. THE CITY DOES NOT WAIVE ANY GOVERNMENTAL IMMUNITY OR OTHER DEFENSES AVAILABLE TO IT UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER f PERSON OR ENTITY. f PROFESSIONAL AT ITS OWN EXPENSE IS EXPRESSLY REQUIRED TO DEFEND j CITY AGAINST ALL SUCH CLAIMS. CITY RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, CITY IS UNDER NO OBLIGATION { TO DO SO. ANY SUCH ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF I PROFESSIONAL'S OBLIGATION TO DEFEND CITY OR AS A WAIVER OF PROFESSIONAL'S OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS AGREEMENT. PROFESSIONAL SHALL RETAIN DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF PROFESSIONAL FAILS TO RETAIN COUNSEL WITHIN THE REQUIRED TIME PERIOD, CITY SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF AND PROFESSIONAL SHALL BE LIABLE FOR ALL COSTS INCURRED BY THE CITY. i t Vi. INDEPENDENT CONTRACTOR Professional covenants and agrees that it is an independent contractor and not an officer, agent, servant or employee of City; that it shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions- of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and Professional its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Professional. VII. ASSIGNMENT AND SUBLETTING Professional agrees that neither this Agreement not the work to be performed hereunder will be assigned or sublet without the prior written consent of the City. Professional further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Professional from its full obligations to the City as provided by this Agreement. VIII. AUDITS AND RECORDS Professional agrees that at any time during normal business hours and as often as City may deem necessary, Professional shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or PROFESSIONAL SERVICES AGREEMENT PAGE 3 NACONTRACTSTrofessional ServiceslThe Retirement Store,Inc.-2013-241-CAoc(119114 JKw) Master Services Agreement - CFW and The Retirement Store Inc. Page 7 of 49 ttranscripts from such records, and to make audits of all contracts, invoices, materials,,payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of three (3) years from the date of City's acceptance of the .final Project, or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. IX. PROHIBITED INTEREST i Professional agrees that it is aware of the prohibited interest requirements of the City Charter and Code of Conduct and will abide by the same. Further, a lawful representative of Professional shall execute the affidavit shown in Exhibit "D". Professional understands and agrees that the existence of a prohibited interest during the term of this Agreement will render ! the Agreement voidable. I . X. CONTRACT TERMINATION City may, at its option, with or without cause, and without penalty or prejudice to any other remedy it may be entitled to at law, or in equity or otherwise under this Agreement, terminate further work under this agreement, in whole or in part by giving at least thirty (30) days prior written notice thereof to Professional with the understanding that all services being terminated shall cease upon the. date.such notice is received unless otherwise indicated in writing by the City. In the event of such termination, Professional shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs or other items prepared by Professional in connection with this Agreement. Professional shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to termination. In the event of termination by City without cause, Professional shall be compensated only for actual expenses and fees incurred by Professional in providing those services acceptable to City which are within the scope of work under this Agreement to date of notice of termination. Expenses do not include overhead such as utilities, rent, insurance, etc.,-and shall be consistent with the fee schedule provided in Exhibit"B". XI. OWNERSHIP OF DOCUMENTS All documents and reports developed as a result of the services of this Agreement shall be the property of the City. Any use by Professional of the information developed for publication or work with other clients must receive prior written permission from the City. Upon termination of this Agreement, Professional shall transfer, assign and make available to City, or its representatives, all property and materials in its possession or control belonging to the City and paid for by the City. In the event that the material, which is the subject of this Agreement, is copyrightable subject matter, Professional and City agree that for the purposes of this order the material shall be a work made for hire and the property of the City. In the event that the material which is the subject of this Agreement is not copyrightable subject matter, or for any reason is determined not to be a work made for hire, then and in such event Professional hereby assigns all right, title and interest to said material to City for the fees specified herein. PROFESSIONAL SERVICES AGREEMENT PAGE 4 N:�CONTRACTS1Projessional ServiceslThe Ret, meet Stor J1 c--2013-241-C.doc(1/9/14 JKw) Master Services Agreement - NiG ansd e Retirement Store Inc . Page 8 of 49 XII. TRADE SECRETS In conducting business and in anticipation of conducting business with Professional it may be necessary for the City to share trade secrets and/or other confidential and/or proprietary-information or matter with Professional. The parties agree that such information and the materials referenced in the Agreement, the results and developments therefrom are confidential and/or proprietary information belonging to the City. Professional agrees not to disclose to any third party any such trade secrets and/or confidential or proprietary information for its own separate benefit. Professional will be responsible for its employees or agents complying with the provisions of this Agreement. Similarly the City agrees that the Project created is intended solely for the use and benefit of Plano, Texas and any distribution to another destination marketing organization without the written consent of Professional is prohibited unless required. by law or court order. F . The City will be responsible for its employees or agents complying with the provisions of this Agreement. X111. COMPLETE AGREEMENT I This Agreement, including the Exhibits lettered A 'through "D", constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. XIV. MAILING OF NOTICES Unless instructed otherwise in writing, Professional agrees that all notices or communications to City permitted or required under this Agreement shall be addressed to City at the following address: City of Plano, Texas i Human Resources Department Attn: Andrea Cockrell P.O. Box 860358 Plano, TX 75086-0358 _.. City agrees that all notices- or communications to Professional permitted or required under this Agreement shall be addressed to Professional at the following address: The Retirement Store, Inc. Attn: Al DiCristofaro 10305 Yucca Drive Austin, TX 78759 All notices cr Communications required to be given in writing by one party or the other shall be considered as having- been given to the addressee on the date such notice or communication is posted by the sending party. PROFESSIONAL SERVICES AGREEMENT PAGE 5 N:ICONTRACTSWrofessional ServiceslThe Retirement Store, Inc.-2013-241-C.doc(119!14 JKW) Master Services Agreement - CFW and The Retirement Store Inc. Page 9 of 49 IXV. AUTHORITY TO SIGN The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto. XVI. MISCELLANEOUS A. Paragraph Headings: The paragraph headings contained herein are for convenience only and are not intended to define or limit the scope of any provision in this Agreement. B. Agreement Interpretation: This is a negotiated Agreement, should any part be in dispute, the parties agree that the terms of the Agreement shall not be construed more favorably for either party. C. Venue/Governing Law: The parties agree that the laws of the State of Texas shall govern this Agreement, and that it is performable in Collin County,Texas. Exclusive venue shall lie in Collin County, Texas. D. Successors and Assigns: City and Professional and their partners, successors, subcontractors, executors, legal representatives, and administrators are hereby bound to the terms and conditions of this Agreement. E. Severability: In the event a term, condition, or provision of this Agreement is determined to be void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect. F. Effective Date: This Agreement shall be effective from and after the date of execution by the last signatory hereto as evidenced below. THE RETWE E T STORE, INC. By: Date: [ L2-0 Title: ES I Q J;�A,; PROFESSIONAL SERVICES AGREEMENT PAGE 6 NACONTRACTSTrofessional Services\The Retirement Store,Inc.-2013-241-0.doc(119114 JKw) Master Services Agreement - CFW and The Retirement Store Inc. Page 10 of 49 CITY OF PLANO, TEXAS Date: By: — Diane Palmer-Boeck PURCHASING MANAGER APPROVED AS TO FORM: i CI ATTORNEY L J /// ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF iI If fS § This instrument was acknowledged before me on the:23.day of *, a vt 2014 by 01CIt(ST9rM (Authorized repress {ative) St A (Title) of THE RETIREMENT STORE, INC., a Texas corporat' fon behalf of said corporation. ff r 7" Not bli , t f ~DO MAMIC 0 AGUIRRE MY awa tssion Expires December 13,2017 STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the / 7 day of� I�a� 2014 by DIANE PALMER-BOECK, Purchasing Manager of the CITY OF PLANO, T EXA , a home-rule municipal corporation, on behalf of said municipal corporation. Notary Public,Stote of Texas ,�;Y`t• MY Commission Expires March 03, 2016 Notary Public, State of Texas PROFESSIONAL SERVICES AGREEMENT PAGE 7 NACONTRACTS\Professional SeroicesWhe Retirement Store,Inc.-2013-241-C.doc(119114 JKw) Master Services Agreement - CFW and The Retirement Store Inc. Page 11 of 49 City of Piano Bid 2013-241-C r f I Solicitation 2013-241 -C RFP for CONSULTANT to the 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE Did designation: Public Awe City. of City of Plano EXHIBIT A 12/212013 2:58 PM PAGE OF, P-1 Master Services Agreement - CFW and The Retirement Store Inc . Page 12 of 49 City of Plano Bid 2013-241-0 r-- Bid 2013-241-C RFP for CONSULTANT to the 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE Bid Number 2013-241-C Bid Title RFP for CONSULTANT to the 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE Bid Start Date Jul 19,2013 5:05:17 PM CDT Bid End Date Aug 12,2013 3:00.00 PM CDT Question& Answer End Jul 31,2013 12:00:00 PM CDT Date Bid Contact Sharron Mason L Senior Buyer Purchasing Division fsharronm @plano.gov f Description The City of Plano,Texas,requests professional services proposals from firms providing consulting services to provide direction and general guidance to the 457 Deferred Compensation Oversight Committee.Committee members are employees appointed by the City Manager who must be participants of the Plan.The Oversight Committee is made up of representatives from all major city departments.The Committee is governed by Charter and By Laws and an Investment Policy Statement,which are provided for reference.The Committee makes recommendations to the City Manager who has final approval for all actions The Human Resources department and executive staff participate on the Committee in a non-voting capacity.The Committee meets at the City of Plano on a quarterly basis. The City of Plano plan has approximately$70 million in assets and approximately 2000 active accounts_The current fund line-up provides choices across 36 funds:13 lifestyle and lifecycle funds and 23 active and passive stock and bond funds.The current administrator for the City of Plano plan is ICMA-RC. The contract award will be for an initial three(3)years with two(2)City optional one(1)year renewal periods under the same terms and conditions.The effective date of the awarded contract will be February 1,2014. EXHIBIT yy �1 - 12/2/2013 2:58 PM � AGE t� 01` p.2 Master Services Agreement - CFW and The Retirement Store Inc . Page 13 of 49 City of Plano Bid 2013-241-C P.1-ano C v ity i of Excellence REQUEST FOR PROPOSAL NO. 2013-241-C L FOR RFP for CONSULTANT TO THE 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE DOCUMENTS ARE DUE TO THE PURCHASING DIVISION PRIOR TO: NO LATE PROPOSALS WILL BE ACCEPTED ***VENDOR MUST SUBMIT ONE (1) ORIGINAL WITH ALL SUPPORTING PROPOSAL DOCUMENTS AND S:lX { C-0)m."ES ARE REQUIRED TO FACILITATE EVALUATION PL i,E SUBMJft PRICING' CJI�DER SEI? R4TE tCQ�{ `7 IT YOl7lt PROPaOSAL PACKAE{ ; IF_ "COPIES" ARE NOT SUBMITTED WITH THE ORIGINAL, YOUR PROPOSAL MAY BE CONSIDERED AS "NON- RESPONSIVE TO SPECIFICATIONS" AND MAY NOT BE CONSIDERED FOR FURTHER EVALUATION. Time Critical Proposal Deliveries: The City of Plano, Texas cannot-guarantee, due to internal procedures, any proposals sent Priority Mail will be picked up and delivered by the closing date and time. It is recommended that critical proposal deliveries be made either in person or via an alternate delivery method. FOR ADDITIONAL.INFORMATION CONCERNING THIS PROPOSAL PLEASE CONTACT: Sharron Mason Sr. Buyer sharronm ft-plano.gov EXHIBIT A _ 12!212013 2:58 PM PAGE � OF—L62— p.3 .Master Services Agreement - CFW and The Retirement Store Inc . Page 14 of 49 City of Plano Bid 2013-241-C t RFP NO.: 2013-241-C RFP for.CONSULTANT TO THE 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE i INTRODUCTION The City of Plano, Texas, requests professional services proposals from firms providing i consulting services to provide direction and general guidance to the 457 Deferred Compensation Oversight Committee. Committee members are employees appointed by the City Manager who must be participants of the Plan. The Oversight Committee is made up of representatives from all major city departments. The Committee is governed by Charter and By Laws and an Investment Policy Statement, which are provided for reference. The Committee makes recommendations to the City Manager who has final approval for all actions. The Human Resources department and executive staff participate on the Committee in a non-voting capacity. The Committee meets at the City of Plano on a quarterly basis. The City of Plano plan has approximately $70 million in assets and approximately 2000 active accounts. The current fund line-up provides choices across 36 funds: 13 lifestyle and lifecycle funds and 23 active and passive stock and bond funds. The current administrator for the City of Plano plan is ICMA-RC. The contract award will be for an_ initial three (3) years with two (2) City optional one (1) year renewal periods under the same terms and conditions. The effective date of the awarded contract will be February 1, 2014. Evaluation Criteria The City of Plano will select the proposal that is determined to be the most advantageous to the City, considering the relative importance of the following criteria and weights and any other facts considered relevant by the City. The City reserves the right to request presentations from some or all of the offerors in order to further develop the evaluation scores. Fiduciary and Legal Updates Training Program 20% Training proposals will be evaluated to determine the offerors' level of understanding of the City's objectives. -- Proposals will be evaluated with respect to the added value included for consideration that will assist the City in meeting its goals and objectives in the most cost effective manner and within budget. EXHIBIT 12/2/2013 2:58 PM P C OF � j P.4 Master Services Agreement - CFW and The Retirement Store Inc. Page 15 of 49 City of Plano Bid 2013-241-C Evaluation Criteria - Continuation Relevant Past and Present Performance 20% Assessment of the offerot's past & present performance will be one means of evaluating the credibility of the proposal and the relative capability to meet performance requirements. In addition to the references provided, the City may take into account prior direct experience with the offeror. Offerors are cautioned that the City may use data obtained from other sources in addition to the data supplied in this section to evaluate past and present performance. Personnel Qualifications 20% Project team experience including experience with other public sector entities. Cost 40% All cost or pricing information shall be addressed ONLY in the Cost/Price Proposal Section. The cost proposal must be included only in the Original proposal. Additional copies must not contain the cost proposal. PUBLIC OPENING Proposals will be publicly opened in the Purchasing Division, Municipal Center, 1520 Avenue K, Suite 370, Plano, TX 75074 on Monday, August 12, 2013 at 3:00 pm (CDT). Only the names of the firms submitting proposals will be read aloud at the public opening. DELIVERY OF PROPOSAL INSTRUCTIONS Mark proposal package(s): "RFP No. 2013-241-C, RFP for Consultant to the 457 Deferred Compensation Oversight Committee". All proposals must be delivered or mailed to the following location rp for to 3:00 pm (CDT) on Monday,August 12, 2013.. City of Plano— Purchasing Division 1520 Avenue K, Suite 370 Plano, TX 75074 QUESTION CONCERNING PROPOSAL To ensure that all prospective respondents have accurately and completely understood the requirements, the Human Resource Department will accept questions up until 12:00 Noon (CDT) Wednesday, July 31, 2013. Questions must be submitted through BidSync at www.bidsvnG.com. No emailed questions will be accepted ALL questions must be posted through BidSync. EXHIBIT & ---- 1212l2013 2:58 PM PAG OF L G. p-5 Master Services Agreement - CFW and The Retirement Store Inc . Page 16 of 49 L_ f City of Plano Bid 2013-241-C PRICING -SECTION V=COST PROPOSAL All cost or pricing information shall be addressed ONLY in the Cost/Price Proposal I Section. Provide an annual retainer fee and a schedule of services included along with a desired payment schedule. Provide a list of optional services with associated cost. Detail any additional fees or reimbursements, including ancillary costs for training or related materials, if any. The-cost proposal must be included only in the Original proposal. Additional copies must not contain the cost proposal. SMWBE POLICY It is the policy of the City of Plano to involve small businesses and minority/woman owned businesses to the greatest extent possible in the procurement of goods, equipment, services and construction projects. To assist us with our record keeping, vendors should identify any small/minority/woman-owned company being utilized in this bid and note the monetary involvement. WRITTEN CONTRACT VERBIAGE The successful vendor must execute a CONTRACT within ten (10) days after receipt of documents. ProposerNendor agrees to submit to the City, a corporate resolution, certificate of partnership, partnership agreement or joint venture agreement which identifies the person(s) authorized to execute a contract on behalf of the corporation, partnership or joint venture. ANNUAL CONTRACT VERBIAGE This agreement will contain a fixed pricing structure for the term of the agreement. Quantities shown are estimates and NOT a commitment to buy-any specific quantity. Orders will be placed on a non-exclusive, "as needed", basis. Orders placed by the City of Plano will be done so utilizing Contract Release Orders (CRO's). All invoices must reference City of Plano CRO number. The City will have the right and option to extend the term of the agreement for three additional one (1) year periods upon the same terms and conditions. The City will also have the right and option to terminate the agreement upon thirty(30) days written notice. INSURANCE Upon request, the successful vendor must SUBMIT PROOF OF MEETING NECESSARY INSURANCE REQUIREMENTS within ten (10) business days of notification by the City of Plano. Failure to respond within the (10) business days will be grounds for declaring vendor non-responsive to specifications. Vendor shall meet all Owner insurance requirements at all times during the course of this contract. EXHIBIT / /t 12/2/2013 2:58 PM PAGE CC/ OF t f ( p_6 Master Services Agreement - CFW and The Retirement Store Inc. Page 17 of 49 fCity of Plano Bid 2013-241-C t CITY OF PLANO INSTRUCTIONS FOR BIDDING 1.. CITY OF PLANO GENERAL TERMS AND CONDITIONS APPLY TO ANY PROCUREMENT OF PRODUCTS OR l SERVICES BY THE CITY OF PLANO(CITY). 2. BID NOTIFICATION: City of Plano utilizes the following procedures for notification of bid opportunities: www.bidsync.com and the Plano Star Courier: www.planostar.com. These are the only forms of notification authorized by the City. City of Plano shall not be responsible for receipt of notification and information from any source other than those listed. It shall be the bidder's responsibility to verify the validity of all bid information received by sources other than those listed. 3. REQUIRED INFORMATION: City of Plano (City) bid/proposal packets contain various sections requiring completion. The bid form section of the bid packet must be completed prior to the date and time set for bid opening and included with the bid packet or the bidder may be found non-responsive.Vendors may be required to complete and supply all information contained in the "supplemental information" portion of the packet at a date after bid opening. Failure to complete "supplemental information" requirements in a timely manner, prior to council award, may be used by the City in determining a vendor's responsibility. 'L. 4. MINIMUM STANDARDS FOR RESPONSIBLE PROSPECTIVE BIDDERS: a prospective bidder must affirmatively demonstrate their responsibility. The City of Plano may request representation and other information sufficient to determine bidder's ability to meet these minimum standards including but not limited to: A. Have adequate financial resources,or the ability to obtain such resources as required; B. Be able to comply with the required or proposed delivery schedule; C. Have satisfactory record of performance; D. Have a satisfactory record of integrity and ethics; E. Otherwise qualified and eligible to receive an award. 5. CORRESPONDENCE- the number of this bid packet must appear on all correspondence, or inquiries, pertaining to this quotation. 6. PREPARATION COST: the City will not be liable for any costs associated with the preparation,transmittal, or presentation of any bids or materials submitted in response to any bid,quotation,or proposal. T NOTICE OF PUBLIC DOCUMENTS: any and all materials initially or subsequently submitted as part of the bid process shall become the property of the City, and shall be treated as City documents subject to typical practice and applicable laws for public records. 8. ADDENDA: any interpretations,corrections or changes to this bid packet will be made by addenda.Sole issuing authority shall be vested in the City of Plano purchasing division.Addenda will be sent to all who are known to have received a copy of this bid packet, if the addenda contain changes to the "specification" or "bid form", bidders shall acknowledge receipt of all addenda or they may be declared non-responsive. 9. REVISED BIDS: the bid that is submitted last will supersede any previous versions. 10. NONRESIDENT BIDDERS: Pursuant to Texas government code,chapter 2252,subchapter A: A bidder who's principal place of business,ultimate parent company or majority owner's principal place of business is not in Texas, is considered a nonresident bidder.A nonresident bidder must underbid the lowest responsible resident bidder by an amount that is equal to,or less than, the amount by which a Texas resident would be required to underbid in the nonresident bidder's state.This provision does not apply to a contract involving federal funds. 11. INSURANCE: the City requires vendor(s) to carry the minimum insurance as required by state laws, and insurance requirements outlined in the bid/proposal documents. 12. NO PROHIBITED INTEREST: Bidder acknowledges and represents that they are aware of the laws, City Charter, and City Code of Conduct regarding conflicts of interest. The City Charter states that"no officer or employee of the City shall have a financial interest,direct or indirect,in any contract with the City,nor shall be financially interested,directly or indirectly, in the sale to the City of any land,or rights or interest in any land,materials,supplies or service.....". 13. SILENCE OF SPECIFICATION: the apparent silence of these specifications as to any detail or to the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail.All interpretations of these specifications shall be made on the basis of this statement. 14. SAMPLE'S: any catalog, brand names, or manufacturer's reference in this bid packet is descriptive and not restrictive, and is used to indicate type and quality level desired for comparison purposes unless specifically excluded. Please quote as listed or Page 1 of 3 Revised 04130/2013 t.XHIBjT 12/2/2013 2:58 PM {`_ PAGE � OF L�L� P.7 Master Services Agreement - CFW and The Retirement Store Inc . Page 18 of 49 City of Piano Bid 2013-241-C CITY OF PLANO INSTRUCTIONS FOR BIDDING give equal. If item offered is other than as indicated, bidder must state make, model, and part number of product quoted. Equality will be determined by the City, per the specifications. Samples,if required,shall be furnished free of expense to the City.Samples should not be enclosed with bid unless requested. 15, TESTING. testing may be performed at the request of the City or any participating entity,by an agent so designated, without expense to the City. 16. TAXES: the City of Plano is exempt from federal manufacturer's excise and state sales and use tax.Tax must not be included in bid.Tax exemption certificates will be executed by the City and furnished upon request. 17_ PRICING: bid price(s) quoted, must be held firm for ninety (90) days to allow for evaluation unless otherwise stated in this document. 18. ERROR-QUANTITY: bid price must be submitted on units of quantity specified, extended, and total shown, in the event of discrepancies in extensions,the unit price shall govern. 19. WARRANTY/GUARANTEE LAWS AND REGULATIONS: By submittal of this bid, in addition to the guarantees and warranties provided by law,vendor expressly guarantees and warrants as follows: A. That the articles to be delivered hereunder will be in full conformity with the specifications or with the approved sample submitted,and agreed that this warranty shall survive acceptance of delivery and payment for the articles and thatthe vendor will bear the cost of inspecting and/or testing articles rejected. B. That the articles to be delivered hereunder will not infringe on any valid patent,trademark,trade name, or copyright, and that the vendor will,at vendor's own expense,defend any and all actions or suits charging such infringement and will save and hold harmless the City, its officers, employees, agents, and representatives from any and all claims, losses, liabilities and suits arising there from. C. That the articles to be delivered hereunder will be manufactured, sold and/or installed in compliance with the provisions of all applicable federal,state and local laws and regulations. D. That nothing contained herein shall exclude or affect the operation of any implied warranties otherwise arising in favor of the City. 20. PACKAGING: unless otherwise indicated, items will be new, unused, and in first rate condition in containers suitable for damage-free shipment and storage. 21. F.o.B.IDAMAGE: quotations shall be bid F.O.B.. delivered, designated location, and shall include all delivery and packaging costs.The City of Plano assumes no liability for goods delivered in damaged or unacceptable condition.The successful bidder . shall handle all claims with carriers, and in case of damaged goods, shall ship replacement goods immediately upon notification by the City of damage. 22. DELIVERY PROMISE—PENALTIES: quotations must show the number of calendar days required to place the materials in the possession of the City. Do not quote shipping dates.When delivery delay can be foreseen,the bidder shall give prior notice to the purchasing division,who shall have the right to extend the delivery date if reasons for delay appear acceptable. Default in promised delivery,without acceptable reasons,or failure to meet specifications,authorizes the purchasing division to purchase goods elsewhere,and charge any increase in cost and handling to the defaulting bidder. 23. PAYMENTTERMS: payment terms are net 30 unless otherwise specified by the City in the bid/proposal packet. 24. ELECTRONIC BIDS: the City of Piano uses BidSync to distribute and receive bids and proposals. For cooperative bids and reverse auctions only, responding vendors agree to pay BidSync a transaction fee of one percent(1%)of the total awarded amount of all contracts for goods and/or services awarded to the vendor. Cooperative bids and reverse auctions will be clearly marked on the bid documents. To assure that all vendors are treated equally,the fee will be payable whether the bid/proposal is submitted electronically or by paper means. Refer to www.bidsvnc._com for further information. 25_ ELECTRONIC SIGNATURE—UNIFORM ELECTRONIC TRANSACTION ACT: the City adopts Vernon Texas'Statutes and Codes; Annotated Business and Commerce Code Chapter 43. Uniform Electronic Transaction Act, allowing individuals, companies, and governmental entities to lawfully use and rely on electronic signatures. 26. PRESENTATION OF BIDS— PAPER SUBMISSION:.complete bid packets must be presented to the Purchasing Division in a sealed envelope unless otherwise indicated. 27, ALTERING BIDS—PAPER SUBMISSION: bid prices cannot be altered or amended after submission deadline.Any inter-lineation alteration,or erasure made before opening time must be initialed by the signer of the bid,guaranteeing authenticity. Page 2 of 3 Revised 04/30/2013 EXHIBIT A 12/2/2013 2:58 PM ' p 8 Master Services Agreement - CFW and The Retirement Store Inc. Page 19 of 49 City of Plano Bid-2013-241-C CiTY OF PLANO INSTRUCTIONS FOR BIDDING 28. LATE BIDS—PAPER SUBMISSION:bid packets received in the purchasing division after submission deadline shall be returned unopened and will be considered void and unacceptable. The City of Plano is not responsible for the lateness of mail carrier, weather conditions,etc. 29. WITHDRAWAL OF BIDS: bidder agrees that a bid price may not be withdrawn or canceled by the bidder for a period of ninety (90)days following the date designated for the receipt of bids without written approval of the City. 30, BID OPENINGS: all, bids submitted will be read at the City's regularly scheduled bid opening for the designated project. j However, the reading of a bid at bid opening should not be construed as a comment on the responsiveness of such bid or as any indication that the City accepts such bid as responsive. The City will make a determination as to the responsiveness of bids submitted based upon compliance with all applicable laws, City of Plano purchasing guidelines, and project documents, including but not limited to the bid/proposal specifications and required submittal documents.The City will notify the successful bidder upon award of the contract and,according to state law all bids received will be available for inspection at that time. 31. BID SUMMARY SHEET: bid summary results will be made available forty-eight(48)hours after bid opening.Bidders desiring a copy of the bid summary sheet may view the results online forty-eight hours (48) hours after the bid opening at the following locations: www.plano.gov/departments/purchasing/bid+informafonlbideval.htm [City of-Plano Purchasing website] or www.bidsynG.com[Bid Sync website]. No results will be given over the telephone. 32. MINOR DEFECT: the City reserves the right to waive any minor defect, irregularity,or informality in any bid.The City may also reject any or all bids without cause prior to award. 31 EVALUATION: bids/proposals will be evaluated as outlined in the bid/proposal document. 34. SPLIT AWARD: the City reserves the right to award a separate contract to separate vendors for each item/group or to award one contract for the entire bid. The City reserves the right to take into consideration contract administration costs for multiple award contracts when determining low bid. 35. PROTESTS: all protests regarding the bid solicitation process must be submitted in writing to the Purchasing.Manager within five(5)working days following the opening of bids.This includes all protests relating to advertising of bid notices, deadlines, bid opening, and all other related procedures under the local government code, as well as any protests relating.to alleged improprieties or ambiguities in the specifications, The limitation does not include protests relating to staff recommendations as to award of this bid. Protests relating to staff recommendations may be directed to the City council by contacting the City Secretary prior to council award. All staff recommendations will be made available for public review ninety-six(96)hours prior to consideration by the City council. Page 3 of 3 Revised 04130/2013 `EXHIBIT 12/2/2013 2:58 PM PAGE P.9 Master Services Agreement — CFW and The Retirement Store Inc . Page 20 of 49 C City of Plano Bid 2013-241-C CITY OF PLANO € GENERAL TERMS AND CONDITIONS i t 1. THESE TERMS AND CONDITIONS APPLY TO ANY PROCUREMENT OF PRODUCTS OR SERVICES BY THE CITY OF PLANO(CITY). 2. ADDITIONAL TERMS:. Notwithstanding acceptance by the City of the goods or services ordered hereby,no additional terms or [[[ conditions of vendor,whether contained within vendor's invoice or otherwise,shall be accepted by City. 3. CONFLICTS: In the event the terms and conditions herein expressed conflict with the terms and conditions of any specifications issued by the City in conjunction with this purchase, the specifications shall supersede these terms and conditions to the extent of the conflict. 4, AUTHORIZATION: The City of Piano will not accept or pay for articles delivered or services performed without a.specific written I4 Purchase Order. 5. CONFORMITY OF GOODS/SERVICES: All goods to be delivered or services to be performed shall conform in every respect to - the specifications issued by the City in conjunction with its solicitation of bids or proposals.In the event no such specifications were issued,the goods or services shall conform to the proposal submitted by the vendor. 6. WARRANTY/GUARANTEE LAWS ANDREGULATIONS: By acceptance of this order, in addition to the guarantees and warranties provided by law,contractor expressly guarantees and warrants as follows: . A. that the articles to be delivered hereunder will be in full conformity with the specifications or with the approved sample submitted, and agreed that this warranty shall survive acceptance of delivery and payment for the articles and that the contractor will bear the cost of inspecting and/or testing articles rejected. B. that the articles to be delivered hereunder will not infringe on any valid patent,trademark,trade name,or copyright, and that the contractor will, at contractor's own expense, defend any and all actions or suits charging such infringement and will save and hold harmless the City, its officers,employees,agents,and representatives from any and all claims,losses,liabilities and suits arising there from_ 1 C_ that the articles to be delivered hereunder will be manufactured, sold and/or installed in compliance with the provisions ofall applicable federal,state and local laws and regulations. D. that nothing contained herein shall exclude or affect the operation of any implied warranties otherwise arising in favor of the City. 7. PRICING: Unit pricing shall be in strict conformity with the bid or proposal submitted by vendor, unless a price increase is authorized by the City. 8. PRICE ESCALATION: price escalations maybe permitted by the City of Plano during the term of the contract. All requests for price escalation shall be in written form and shall demonstrate industry-wide or regional increases in the contractor's costs. Include documents supporting the price escalation, such as manufacturer's direct cost, postage rates, railroad commission rates, federal/state minimum wage laws, federal/state unemployment taxes, FICA, etc. Increases will apply only to the products(s)and/or service(s) affected by an increase in raw material, labor, or another like cost factor. The City of Plano reserves the right to accept or reject any/all price escalations_ 9. PRICE REDUCTION: if during the life of the contract, the contractor's net prices to other customers for the same product(s) and/or service(s)are lower than the City of Plano's contracted prices, an equitable adjustment shall be made in the contract price. 10. TAXES: the City of Plano is exempt from federal manufacturer's excise and state sales and use tax.Tax exemption certificates will be executed by the City and furnished upon request. 11. PACKAGING: unless otherwise indicated, items will be new, unused, and in first rate condition in containers suitable for damage-free shipment and storage. 11 F.O.B./DAMAGE: all orders shall be F.O.B.delivered, designated location, and shall include all delivery and packaging costs. The City of Plano assumes no liability for goods delivered in damaged or unacceptable condition. The contractor shall handle all claims with carriers,and in case of damaged goods,shall ship replacement goods immediately upon notification by the City of damage. 13. DELIVERY TIMES: deliveries will be acceptable only during normal working hours at the designated location. 14. DELIVERY PROMISE—PENALTIES:default in promised delivery without acceptable reasons, or failure to meet specifications, authorizes the purchasing division to purchase goods elsewhere, and charge any increase in cost and handling to the defaulting contractor. Page 1 of 3 Revised 04/25/2013 12/2/2013 2:58 PM 1 to olz / P.11 - — Master Services Agreement — CFW and The Retirement Store Inc . Page 21 of 49 City of Piano Bid 2013-241-C CITY OF PLANO GENERAL TERMS AND CONDITIONS 15. INSPECTION REJECTION AND EXCESS SHIPMENT: In addition to other rights provided bylaw,the City reserves the right(a)to inspect articles delivered and to return those which do not meet specifications or reasonable standards of quality, (b)to reject articles shipped contrary to instructions or in containers which do not meet recognized standards,and(c)to cancel the order if not filled within the time specified. The City may refum rejected articles or excess shipment on this order, or may hold the j articles subject to the vendor's order and at vendor's risk and expense, and may in either event charge the vendor with the j cost of shipping,unpacking,inspecting,repacking,reshipping and other like expenses. 115. INVOICES: invoices must be submitted by the contractor to the City of Plano, Accounting Department, P.O. Box 860279, Plano, TX, 75086-0279, The City Purchase Order number must appear on all invoices, delivery memoranda, bills of lading, packing and correspondence. 17. PAYMENT TERMS: payment terms are net 30 unless otherwise specified by the City. Upon receipt of a properly executed invoice and verification of delivery from the consignee,payment will be processed for items or services delivered. 18. PATENT RIGHTS: the contractor agrees to indemnify and hold the City harmless from any claim involving patent right infringement or copyrights on goods supplied. 19_ FUNDING: the contractor recognizes that any contract shall commence upon the effective date and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Plano, which fiscal year ends on September 30th of each year, shall be subject to Plano City Council approval. in the event that the Plano City Council does not approve the appropriation of funds for the contract, the contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder_ 20. ASSIGNMENT: the contractor shall not sell,assign, transfer or convey this contract in whole, or part,without the prior written consent of the purchasing division. 21. AUDIT: the City of Plano reserves the right to audit the records and performance of contractor during the contract and for three years thereafter. 22. INSURANCE; the City requires contractor to carry the minimum insurance as required by state laws and insurance requirements outlined in the bid/proposal documents. 23. CHANGE ORDERS: no oral statement of any person shall modify or otherwise change, or affect the terms, conditions or specifications stated in this contract.Ail change orders to the contract will be made in writing by the City of Plano. 24. INDEMNIFICATION: contractor agrees to defend,indemnify and hold the City and its respective officers, agents and employees, harmless against any and all claims, lawsuits, judgments, fines, penalties, costs and expenses for personal injury (including death), property damage, intellectual property infringement claims (including patent, copyright and trademark infringement)or other harm or violations for which recovery of damages,fines,or penalties is sought,suffered by any person or persons that may arise out of or be occasioned by contractor's breach of any of the terms or provisions of the contract,violations of law,or by any negligent,grossly negligent,intentional,or strictly liable act or omission of the contractor, its officers, agents, employees, invitees, subcontractors, or sub- subcontractors and their respective officers,agents,or representatives,or any other persons or entities for which the contractor is legally responsible in the performance of the contract. The indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of City, and its officers, agents, employees or separate contractors. City does not waive any governmental immunity or other defenses available to it under Texas or federal law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights,contractual or otherwise,to any other person or entity. Contractor,at its own expense,is expressly required to defend City against all such claims. City reserves the right to provide a portion or all of its own defense; however,City is under no obligation to do so. Any such action by City is not to be construed as a waiver of contractor's obligation to defend City or as a waiver of contractor's obligation to indemnify City pursuant to this agreement. Contractor shall retain defense-counsel within seven(7)business days of City's written notice that City is invoking its right to indemnification under this agreement if contractor fails to retain counsel within the required time period, City shall have the right to retain defense counsel on lts own behalf and contractor shall be liable for all costs incurred by City. In addition to contractor's intellectual property infringement indemnification and defense requirements herein, if an infringement claim occurs,or in contractor's opinion is likely to occur,contractor shall,at its expense:(a)procure for city the right to continue using the product;(b) replace or modify the product so that it becomes non-infringing while providing functionally equivalent performance;or(c)accept the return of the product and grant city a reimbursement Page 2 of 3 Revised 04/25/2013 EXHIBI T_ A 12/2/2013 2:58 PM P- GP It OF �{j p.12 Master Services Agreement — CFW and The Retirement Stare—Trrc . g—e 22 of 49 City of Plano Bid 2013-241-C CITY OF PLANO GENERAL TERMS AND CONDITIONS for.the product. Contractor will proceed under subsection (c) above only if subsections (a) and (b) prove to be commercially unreasonable. The intellectual property infringement indemnification herein applies to all products provided,supplied or sold under this agreement by contractor to City whether manufactured by contractor or a third party. Contractor represents that, € to the best of its knowledge,City's use of products that are provided supplied,or sold by contractor to City as part of this agreement does not constitute an infringement of any intellectual property rights and City has the legal right to use said products. City enters into this agreement relying on this representation. i The indemnification herein survives the termination of the contract and/or dissolution of this agreement Including F any infringement cure provided by the contractor. f 25. TERMINATION: the City may,at its option,with or without cause,and without penalty or prejudice to any other remedy it may { be entitled to at law,or in equity or otherwise under this Contract,terminate further work under this contract,in whole or in part I by giving at least thirty(30)days prior written notice thereof to Contractor with the understanding that all services being t terminated shall cease upon the date such notice is received unless otherwise indicated in writing by the City. 26. TERMINATION FOR DEFAULT: the City-of Plano reserves the right to enforce the performance of the contract in any manner prescribed by law or deemed to be In the best interest of the City in the event of breach or default of the contract.The City reserves the right to terminate the contract immediately in the event the.contractor fails to 1) meet delivery schedules or, 2) otherwise perform in accordance with these specifications: Breach of contract or default authorizes the City to award contract f to another contractor,purchase elsewhere and charge the full increase in cost and handling to the defaulting contractor. I 27. REMEDIES: the contractor and the City of Plano agree that each party has Tights,duties, and remedies available as stated in the uniform commercial code and any other available remedy,whether in law or equity. 28. VENUE: this agreement will be governed and constructed according to the laws of the state of Texas. This agreement is performable in Collin/Denton County,Texas. Exclusive venue shall be in Collin County,Texas. 29. NO PROHIBITED INTEREST: contractor acknowledges and represents that they are aware of the laws, City Charter, and City Code of Conduct regarding conflicts of interest. The City charter states that"no officer or employee of the City shall have a financial interest, direct or indirect, in any contract with the City, nor shall be financially interested, directly or indirectly,in the sale to the City of any land,or rights or interest in any land,materials,supplies or service....." I 30, DELINQUENT TAXES: section 2-2 of the City Code of Ordinances prohibits the payment of public funds to persons that owe delinquent taxes to the City of Plano. Therefore, payment to a contractor for goods or services provided to the City under contract or Purchase Order may be withheld in the event the contractor owes delinquent taxes to the City. 31. EMPLOYMENT ELIGIBILITY VERIFICATION: the immigration reform and control act of 1986(IRCA)makes it illegal for employers to knowingly hire or recruit immigrants who do not possess lawful work authorization and requires employers to verify their employees'work eligibility on a U.S.department of justice form 1-9. The contractor warrants that contractor is in compliance with IRCA and will maintain compliance with IRCA during the term of the contract with the City. Contractor warrants that contractor has included or will include a similar provision in all written agreements with any subcontractors engaged to perform services under this contract. Page 3 of 3 Revised 04/2512013 P 12/2/2013 2:58 PM PAGE t Z - OF_ _L& p_13 Master Services Agreement — CFW and The Retirement Store Inc . Page 23 of 49 City of Plano Bid 2013-241-C 2013-241-C RFP FOR CONSULTANT TO THE 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE I INTRODUCTION The City of Plano,Texas,requests professional services proposals from firms providing consulting services to provide direction and general guidance to the 457 Deferred Compensation Oversight Committee. Committee members are employees appointed by the City Manager who must be participants of the Plan. The Oversight Committee is made up of representatives from all major city departments.The Committee is governed by Charter and By Laws and an lnvestment'Policy Statement,which are provided for reference. The Committee makes recommendations to the City Manager who has final approval for all actions.The Human Resources department and executive staff participate on the Committee in a non-voting capacity. The Committee meets at the City of Plano on a quarterly basis. The City of Plano plan has approximately$70 million in assets and approximately 2000 active-accounts. The current fund line-up provides choices across 36 funds: 13 lifestyle and lifesycle funds and 23 active and passive stock and bond funds.The current administrator for the City of Plano plan is ICMA-RC. The contract award will be for an initial three(3)years with two(2)City optional one(1)year renewal periods under the same terms and conditions.The effective date of the awarded contract will be February 1, 2014. 11 SCOPE OF SERVICES 1. The Consultant is to provide guidance and investment analysis regarding the 457 plan investment options to ensure that the investments continue to meet the goals set by the Committee as stated in the Investment Policy Statement.Consultant is expected to provide the Committee with recommendations regarding fund menu. 2. Participation and physical attendance by the Consultant at all quarterly meetings at the City of Plano is required. 3. The Consultant will be responsible for providing training regarding changes in legislation,State or Federal,that impact the plan and for making recommendations to the Committee regarding appropriate actions. 4. The Consultant will be responsible for representing the Plan's interests in working with the 457 administrator to ensure that the City receives the highest level of services,information,and contract adherence from the provider. 5. Annual fiduciary training is required for the Oversight Committee by Charter and By Laws to ensure continued high levels of fiduciary responsibility.This training is to be provided or coordinated by the Consultant and will take place at a location designated by the City, III QUALIFICATIONS AND WORK HISTORY 1. The selected Consultant must have no vested interest in,must not be employed by nor receiving compensation from,nor have been the recipient of any present or future economic opportunity, employment,gift, loan,gratuity,special discount,trip,favor,or service in connection with any vendors who provide mutual fund options,guidance or services.The selected Consultant will be asked to sign a Representation for No Financial Benefit from Third Parties and Non-Disclosure Statement. 2. Offeror should have at least 5 years'experience providing consulting services to other gvern- mental defined contribution plans with a specific emphasis on 457(b)deferred compensation plans. Experience includes establishing and providing on-going direction to plan oversight committees. 3. Consultant shall have experience and knowledge of applicable Texas Government Code, governmental defined contribution 457(b)Deferred Compensation industry operations/practices, and applicable Federal legislation. EXHIBIT A 1212/2013 2:58 PM PAG / " ! p.18 Master Services Agreement - CFW and The Retirement Store Inc. Page 24 of 49 City of Plano Bid 2013-241-C IV INSURANCE Offeror must submit proof of meeting the attached insurance requirements within ten(10)business days of f notification by the City of Plano. [ V PROPOSAL RESPONSE AND FORMAT Submit one(1)original proposal.and six(6)copies.Sections must be tabbed and labeled with pages numbered at the bottom of each page.The Cost proposal is not to be included in the copies,which must otherwise duplicate the original exactly, SECTION I—EXECUTIVE SUMMARY In the executive summary,the offeror shall provide: • Table of Contents-A master table of contents of the entire proposal. • A concise narrative summary of the most important aspects of the proposal,including a highlight of any key or unique features,excluding cost/price.The salient features should tie in with the stated evaluation factors.Summary material presented here will not be considered to have met the requirements for any portion of other sections of the proposal. SECTION Il—COMPANY PROFILE Provide a brief overview and history of your company. Discuss your company's size,complexity,and number of employees.Address the company's technical expertise and qualifications to provide this service to the City of Plano,describing the company's primary business and what portion of it comprises public sector financial consulting.Discuss your experience with performing this type of service for other governments. Key Personnel Identify and provide resumes of key personnel who will participate in this contract and describe what their involvement and responsibilities will be. In addition to the resume,list each participant's total years of investment experience and years of consulting experience with your firm. SECTION III—TECHNICAL RESPONSE Training Programs Describe what training options will be offered for annual fiduciary training and legal updates and how they will fulfill the requirements outlined in the By Laws.Specify when training will be offered by the firm's personnel and when outside resources will be utilized. Added Value Include any relevant services or enhancements that will be provided to the City which are not priced in this proposal SECTION IV—RELEVANT PAST AND PRESENT EXPERIENCE References Submit information on recent contracts most relevant in demonstrating your ability to fulfill the contract for the City of Plano.Provide a list of Texas Public Sector clients.For all references,include current contact information(address,phone, and email)and a description of the services provided. - Offerors are cautioned that the City may use data provided by each Offeror in this Section as well as data obtained from other sources in the evaluation of past and present performance SECTION V—COST PROPOSAL All cost or pricing information shall be addressed ONLY in the Cost/Price Proposal Section, 2013-241-C SpecificationsI�';(° / 2/3 12/2/2013 2:68 PM PAG—f� /�: OF P.19 Master Services Agreement - CFW and The Retirement Store Inc. Page 25 of 49 City of Plano Bid 2013-241-C Provide an annual retainer fee and a schedule of services included along with a desired payment schedule. Provide a list of optional services with associated cost. Detail any additional fees or reimbursements, including ancillary costs for training or related materials,if any. The cost proposal must be included only in the Original proposal.Additional copies must not contain the cost proposal. VI EVALUATION CRITERIA The City of Plano will select the proposal that is determined to be the most advantageous to the City, considering the relative importance of the following criteria and weights and any other facts considered relevant by the City.The City reserves the right to request presentations from some or all of the offerors in order to further develop the evaluation scores. Fiduciary and Legal Updates Training Program 20% Training proposals will be evaluated to determine the offerors'level of understanding of the City's objectives. Proposals will be evaluated with respect to the added value included for consideration that will assist the City in meeting its goals and objectives in the most cost effective manner and within budget. Relevant Past and Present Performance 20% Assessment of the offeror's past&present performance will be one means of evaluating the credibility of the proposal and the relative capability to meet performance requirements.In addition to the references provided,the City may take into account prior direct experience with the offeror. Offerors are cautioned that the City may use data obtained from other sources in addition to the data supplied in this,section to evaluate past and present performance. Personnel Qualifications 20% Project team experience including experience with other public sector entities. Cost 40% All cost or pricing information shall be addressed ONLY in the Cost/Price Proposal Section. The cost proposal must be included only in the Original proposal,Additional copies must not contain the cost proposal. VII BEST AND FINAL OFFER The City reserves the right to request a best and final offer from any or ali proposers. 2013-241-C Specifications 3/3 EXHIBIT— A 12/2/2013 2:58 PM �s l -c p.20 kt o - Master Services Agreement - CFW and The Retirement Store Inc. age=6 of 49 City of Plano Bid 2013-241-C INTERLOCAL AGREEMENT Contractor agrees to extend prices and terms to all entities who have entered into or will enter into joint purchasing interlocal cooperation agreements with the City of Plano. OYES NO I I f_ EXHIBIT' 121212013 2:58 PM P . E (0 0 F /t p•24 Master Services Agreement - CFW and The Retirement Store Inc. — Page 27 of 49 _ _ S Plailiku REQUEST FOR PROPOSAL NO. 2013-241-C RFP FOR CONSULTANT TO THE 457 DEFERRED COMPENSATION OVERSIGHT Ct7MMITTEE UP Response from: Thelftefiremendlere, be Austin, TX August 6, 2013 EXHlBlT ,_._L�� Master Services Agreement - CFW and The Retirement Store� n�c^�`-'-Page of 49 REQUEST FOR PROPOSAL NO. 2013-241-C 457 Oversight Committee Consultant o Piano Ci:t nfF�tkas� Table of Contents Section Pa e(s) Cover Letter 2 RFP Introduction,Scope of Services, etc. 3-4 SECT ONI- Executive Summa /Fro osed Services S-6 SECTIONIl- Co" an Pro ale 7 SECTIONHI- Technical Response 8-9 SECTIf3NIV 7 Re erences 910 SECH-ON V—Cost Proposal(D ` road Response on 11_ .resume Appendix Vendor Supplemental At vrmataon 4ppeudbc A : avit of-No Prohibited interest- Appendbc VendorAckn owle ement Form A end x The Relir nwntStore,Tire 10305 Yucm Dnve,Ausftg,-7X 78759 5T 2291.222$/512.426.4.609 r;141- thereiirem enwore.rre EXHIBIT PAGE 2' OF t S Master Services Agreement - CFW and The Retirement Store Inc. Page 29 of 49 REQUEST FOR PROPOSAL NO.2013-241-C 457 Oversight Committee Consultant ro Plano LifJOf xYC-�f?i!C August 6,2013 Ms. Sharron Mason,Senior Buyer City of PIano-Purchasing Division 1520 Avenue K,Suite 370 Plano,TX 75074 Re: REQUEST FOR PROPOSAL NO:;2013-241-C RFP FOR CONSULTANT TO THE 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE Dear Ms.Mason: The Retirement Store is pleased to present its proposal to the City of Plano in response to the above RFP. The Retirement Store values its current relationship with the City of Plano and is proud of the value it has provided to participants iir the City's 457(6)Deferred Compensation Plan_ Hopefully,you will find that this proposal meets the requirements of your RFP and is worthy of consideration by the City. I look forward to discussing the details of the proposal 'in more detail with you..In the meantime, please feel free to contact me if I can answer any questions or provide you any additional. informatiom Thank you for your consideration, Sincerely, ff AI DiCristofaro President/Consultant 2 The Retirement Store,Ina 10305 Yucca Driue,Aushu&TX 78759 512.291.2 .425.4609 - a[die triereth-etnents tore reet PACE 3 OF 15 Master Services Agreement - CFW and The Retirement Store Inc . Page 30 of 49 REQUEST FOR PROPOSAL NO. 2013-241-C 457 Oversight Conunittee Consultant Plano 2013-249-C RFP FOR CONSULTANT TO THE 457 DEFERRED COMPENSATION OVERSIGHT COMMITTEE I INTRODUCTION The City of Plano,Texas,requests professional services proposals from firms providing consulting services to provide direction and general guidance to the 457 Deferred Compensation Oversight Committee. Committee members are employees appointed by the City Manager who must be participants of the Plan. The Oversight Committee is made up of representatives from all major city departments.The Committee is governed by Charter and By Laws and an Investment Policy Statement;which are provided for refetence.The Committee makes recommendations to the City Manager who has final approval for all actions.TheHuman Resources department and executive staff participate on the Comrrdfiee in a non-voting capacity.The Committee meets at the City of Plano on a quarterly basis. The City of Plano plan has approximately$70 million in assets and approidmately 2000 active accounts: The.current fund line=up provides.cha'ices across 36 funds:13 lifestyle and lifecycle funds and 23 active and passive stock and bond funds.The current adniinisttator for the City of Plano plan is iCMA-RC: The contract award will be for an initial three.(3)years with two(2)City optional one(1)year renewal periods under the same terms and conditions.The effecfive date athe awarded contract will be February 1,2014. RESPONSE:Noted, 11 SCOPE OF SERVIC ES 1,The Consultant is to provide guidance and investment analysis regarding ft 457 plan investment options to ensure that the investments continue to meet the goals set by the Committee as stated in the Investment Policy Statement Consultant is expected to provide the Committee with recommendations regarding fund menu. RESPONSE:The Retirement Store will continue to assess all investment options quarterly,including the Plan's statue value option,and produce the Retirement Store's"Snapshot"add.Narrative Reports for the Committee on a calendar year quarterly basis.Tlie Retirement Store wit!continue to ensure that the Plan's investment menu continues to reflect the quality that participants in the Plan eVect and deserve. 2.Participation and physical attendance by the Consultant at all quarterly meetings at.the City of Plano is required. RESPONSE:Noted and affirmed. 3.The Consultant will be responsible for providing training regarding changes in legislation,State or Federal,that impact the plan and for making recommendations to the Conmmrttee regarding appropriate actions. RESPONSE:Noted and affirmed. 3 T'he.t2e tirrn:eat stare,Inc 10305 Yucca Drive,Austin,TX 78759 512.291.222 '12.426.4609 n irri�t'nesefi:ettu�cfsivre.net EXHIBIT PAGE 4' 41= 15 Master Services Agreement — CFW and The Retirement Store Inc. Page 31 of 49 REQUEST FOR PROPOSAL NO. 2013-241-C 457 Oversight Committee Consultant Plano f 4.The Consultant will be responsible for representing the Plan's interests h working with the 457 administrator to ensure that the City receives the highest level of services,information,and contract adherence from the provider. RESPONSE:Noted and affirmed.The Retirement Store has developed an excellent working relationship with ICMA-RC that has served the City and the interests of Plan participants well. 5.Annual fiduciary training is required for the Oversight Committee by Charter and By Laws to ensure continued high f levels of fiduciary responsibility.This training is to be provided or coordinated by the Consultant and will take place at a location designated by the City. i RESPONSE:Noted and affirmed.. i [if QUALIFICATIONS AND WORK HISTORY 1. The seiecteif Consultant must have no vested interest in,must not be employed by nor receiving compensation from;nor have been the recipient of any present or future economic opportunity,employment,gift,loan,gratuity, special discount,trip;favor,or service in connection with any vendors who provide mutual fund options,guidance or services.The selected Consultant will be asked to sign a Representation for No Financial Benefit from Third Parties. and Nan-Iplsclosure Statement, RESPONSE:Affirmed, 2.Mew should-have at least 5 years'experience providing consulting services to other governmental defined contribution plans with a specific emphasis on 457(b)deferred compensation plans..Experience includes establishing and providing on-going direction to plan oversight committees. RESPONSE:Affnmed. 3.Consultant shall have experience and knowledge of applicable Texas Goverment Code,governmental d4ned contribution 457(b)Deferred Compensation industry operations/practices,and applicable Federal legislation. RESPONSE:Affirmed. IV INSURANCE Offeror must submit proof of meeting the attached insurance requirements within ten(10)business days of notification by the City of Plana, RESPONSE:There have been no changes in the Retirement Store's corporate insurance program. V PROPOSAL RESPONSE AND FORMAT Submit one(1)original proposal and six(B)copies.Sections must be tabbed and labeled with pages numbered at the bottom of each page.The Cost proposal is not to be included in the copies,which must otherwise duplicate the original exactly. RESPONSE:Noted 4 17re Retirement Store,Inc �J 10305 Yucca Drive,Austin,TX 78759 512292.222$/5x2.426.4609 r.irri�frcer�tircmrertis=oreu°t EXHIBIT ED PAGE Master Services Agreement — CFW and The Retirement Store Inc. Page 32 of 49 REQUEST FOR PROPOSAL NO. 2013-241-C. 457 Oversight Committee Consultant r Plano cvyofEwelrPnm SECTION I--EXECUTIVE SUMMARY In the executive summary,the offeror shall provide: •Table of Contents-A master table of contents of the entire proposal. •A concise narrative summary of the most important aspects of the proposal,including a highlight of any key or unique features,excluding cost/price.The salient features should tie in with the stated evaluation factors.Summary material presented here will not be considered to Have met the requirements for any portion of other sections of the proposal. Executive Summa The Retirement Store is an independent consulting firm that was established in 2002 to provide a variety of services to governmental defined contribution plans in Texas with a particular focus on 457(b) Deferred Compensation plans. The Retirement Store has enjoyed a relationship with the City of Plano since 2004 and is proud of its record of achievements for the City's Deferred Compensation plan..Those achievements include: • Consolidating the former 3 vendor 457 environment to a single third party administrator that has: o Improved the overall value of the Plan to employees/participants; o Eliminated several hundred thousand dollars annually in unnecessary flan administration expenses; o Provided a high quality,reasonably priced,non-redundant Plan investment menu. • Securing the waiver of almost$400,000 in"exit"fees from one of the Plan's former administrators; • Assisting the City in establishing a functioning and effective Plan Oversight'Committee; • Establishing a training curriculum for members of the Oversight Committee; • Developing and refining an Investment Policy Statement(IPS)for the Plan; • Providing quarterly analysis and recommendations of the Plan's Investment Options to the Oversight Committee; 0 Further reducing administration costs in contract renewal negotiations with the Plan's'T'hu'd Party Administrator,ICMA-RC; . Monitoring the contractual performance of the Third Party Administrator. The City of Plano can continue to expect the same level of service,commitment; and expertise if it selects the Retirement Store and Al DiCristofaro as the consultant to the Committee. Specifically,the Retirement Store will continue to: 5 The Retir eownt Store,Inc. 10305 Yucca Drive,Austin,TX 78759 512_291.222$/512.426.4609 aldi@theretirementstore.net EXi"3ImT � - -- PAGE Master Services Agreement - CFW and The Retirement Store Inc . Page 33 of 49 REQUEST FOR PROPOSAL-NO. 2013-241-C 457 Oversight Committee Consultant 'o Plan cihjoftaxueace Proposed Consulting Services 1. Quarterly(i.e.,4 times annually),provide a comprehensive report to the Oversight Committee which: a. Measures the performance metrics of the Plan's investment options against the established criteria in the Plan's Investment Policy Statement(IPS)using consultant's Morningstar database; b. Recommend options to be"watch-listed;" c. Provides an analysis of replacement options for those funds that have irreparably.failed the IPS criteria. 2. Quarterly(i.e.,4 times annually),attend all scheduled meetings of the Oversight Committee and present the report(s)outlined in item#1 above. 3. Monthly,conduct a close monitor of those investment options placed on the Plan's"watch- list"and inform the Committee of any further deterioration of the option or any other factor that could result in the Committee considering taking immediate action against the option. 4. Annually,conduct a review of the Plan's IPS and recommend changes which may improve the value of the Plan's investment options for its participants; 5. Annually,conduct or coordinate fiduciary/product training for the Committee; 6. Regularly,keep abreast of changes in state and federal laws and regulations concerning Deferred Compensation,advise the Committee of their applicability to the Plano plan,and assist the Committee in making appropriate recommendations to the City Manager. 7. Regularly,represent the interests ofthe Plan to the Plan's Third Party Administrator,monitor the on-going performance of that Administrator against their contractual responsibilities,and bring any concerns about the Administrator or its performance to the attention of the Committee on a timely basis. The Retirement Store looks forward to continuing to serve the needs of the City of Plano,the participants of the City's Deferred Compensation Plan,and the Plan's Oversight Committee. 6 The Retirement Store,Ana 10305 Yucca Drive,Austin,T%78759 512.491.2228512.426.4609 EXHIBIT aidi�theretirementstore net PAGE 'I OF—&— Master Services Agreement - CFW and The Retirement Store Inc . Page 34 of 49 REQUEST FOR PROPOSAL NO. 2013-241-C 457 Oversight Committee Consultant Plano y�1 a�r1'trsr� SECTION II--COMPANY PROFILE Provide a brief overview and history of your company.Discuss your company's size,complexity,and number of employees.Address the company's technical expertise and qualifications to provide this service to the City of Plano, describing the company's primary business and what portion of it comprises public sector financial consulting. Discuss your experience with performing this type of service for other governments. RESPONSE: The Retirement Store,Inc.is a small;boutique consulting fizm incorporated by the State of Texas in 2002 and headquartered in.Austin,TX.The Retirement Store's founder,president,and lead consultant is Al DiCristofaro.W.DiCristofaro enjoyed a 28 year career in management and sales with a leading provider of governmental defined contribution plans prior to forming the Retirement Store. Unlike other consulting fauns which typically provide a vast array of non-related services to many different types of entities,the Retirement Store is focused exclusively on the Texas governmental defined contribution market with a particular emphasis on the voluntary 457(b)Deferred Compensation space. The Retirement Store's sole source of revenue is derived from consulting to Texas governmenW defined contribution plans. The Retiremennt Store's.business was built on the premise that governmental employers could and should provide better value to their employees'participation in defined contribution retirement plans like Deferred.Compensation.The Retirement Store assists employers in doing that by adhering to its core values ofi • Providing competent,objective expertise • with no conflicts of interest and unquestioned personal inte i to insure that decisions are made solely in the best interests of Plan participants: In addition to its relationship with the City of Plano,the Retirement Store currently perfornnss similar services as requested in.this RFP for other Texas governmenntal clients including: ip City of Austin • City of Corpus Christi • City of Fort Worth • City of San Antonio to Travis County • Trinity River Authority In addition,the Retirement Store has also successfully completed project work in the past for. + City of Corinth ' + City of El Paso • City of Farmers Branch ® Housing Authority of the City of El Paso + Texas Hospital Association • The University of Texas System 7 T7,e Retirement5tarey Inc. 10305 Yucca Drive,Austin TX 78759 512.291.227012.426.4609 aldi�tTrereEire»u7c#st�re.itef EXHIBIT � PACE 6—OE ]s Master Services Agreement — CFW and The Retirement Store Inc. Page 35 of 49 f REQUEST FOR PROPOSAL NO.2013-241-C 457 Oversight Committee Consultant Plano ^seta,-t;-a=ir..ce Key Personnel Identify and provide resumes of key personnel who will participate in this contract and describe what their involvement and responsibilities will be.In addition tothe resume,fist each participant's total years of investment experience and years of consulting experience.with yourfirm. RESPONSE:As he has since 2004,the services required in this RFP will be provided by Al DiCristofaro. Mr.DiCristofaro has provided consulting services to Texas governmental clients since 2002 with his founding of the Retirement Store.Mr.DiCristofaro's resume is included in the Appendix.section. SECTION 11.1—TECHNICAL RESPONSE Training Programs Describe.what training options will be offered for annual fiduciary training and legal updates and how they will fulfill the re Wrerrients outlined in the by Laws.Specify when training will be offered by the firm's personnel and when outside resources will be utilized. RESPONSE:The Retirement Store has developed an extensive fiduciary responsibility/product training program for the Cary of Plano committee.The program.consists of 3 separate sections: 1. A comprehensive PowerPoint presentation that covers the following topics; a. History of 457 program and regulations b.. Relevant state and federal laws governing 457 plans c. Definitions and responsibilities of plan fiduciaries d. The 457 industry,products,services,comparative differences,.value added. 2. A supplemental presentation developed with the help of the City of Piano's Legal Department that covers provider contracts and service agreements as well as Plan documents 3. An entertaining fiduciary and product training session modeled after the popular game show, Jeopardy! At least one of the above.sessions has been provided annually by the Retirement Store.It is expected that the Retirement Store will continue to provide the essential training for the Committee supplemented by other resources from both the Plan's recordkeeper and from within the industry. While it is not a law firm,the Retirement Store also.provides legal/legislative updates it becomes aware of from 3,1'party sources that impact the City's 457 program.The Retirement Store's monitoring of Texas statutes,for example,provided an early"warning"to the City that adoption of the new Roth 457 provision might put the Plan in conflict with State regulations..In fact,it was the Retirement Store that assisted other sponsoring local governments draft the legislation that was recently signed by the Governor to update Texas law allowing Roth.457 as well as other key Plan provisions. 8 T7�eRetcrenretctStare,Ii�c. 50305 Yucca IDnvf,Austin,TX 78759 512.291-22235114264609 ardi etheretYrentess�store.xef EXHIBIT F) PAt3E 0E f S Master Services Agreement — CFW and The Retirement Store Inc . Page 36 of 49 REQUEST FOR PROPOSAL NO,2013-241-C 457 Oversight Committee Consultant P .O Added Value Include any relevant services or enhancements that will be provided to the City which are not priced in this Proposal. RESPONSE:As a matter of practice,the Retirement Store routinely shares with the Plano Oversight Committee and Plano City Management"best practices"utilized by other Texas governmental clients. The Retirement Store also monitors industry-related,news and frequently shares articles of interest with the Committee.In addition,the Retirement Store keeps the Committee informed about educational conferences or conventions that might enhance both their effectiveness on the Committee as well as their general knowledge of the industry and its practices.In fact,earlier this year the Retirement Store accompanied several members of the Plano Oversight Committee to a seminar in Dallas sponsored by Pensions&Investments(M)about Defined.Contribution Retirement Plans.Finally,while it is not directly relevant to this RFP and the services requested,the Retirement Store has donated$2,000 to the City of Plano in the last contract period to fund City programs that aide the Less fortunate senior community in the Plano area.It wasn't required;it's simply an issue the Retirement Store cares deeply about. It should also be noted that all prior services to the City and.Committee have been considered within the "scope of the Retirement Store's agreement with the City.No service provided by the Retirement Store has ever Been.separately trilled""out of scope"of its contract with the City of Plano. SECTION IV RELEVANT PA.AST AND PRESENT EXPERIENCE References Submit information on recent contracts most relevant in demonstrating your ability to fulfill the contract for the City of Plano.Provide a list of Texas Public Sector cii".For all references;include current contact infoririatibn(address, phone,and email)and a description of the services provided.Offer6rs are cautioned that the City may use data provided by each Offeror in this Section as well as data obtained from other sources in The evaluation of pastand present performan . RESPONSE: Client: City of Fort Worth Services: RFP,Plan Consolidation,Fiduciary Training;,Orr-going.fund evaluation Contact: Margaret Wise,Assistant Director of Human Resources Addaess: 1000 Throckniorton;Fort Worth,TX 76102 Phone: 811.392.8058 E-mail: margaret.wise(@ ottwortlitexas.gov Client: City of Corpus Christi Services RFP,Plan Consolidation,Fiduciary Training,On-going fund evaluation Contact: Steve Viera,Benefits Manager Address: 1201 Leopard,Corpus Christi,TX 78401 Phone: 361.826.3445 Email: stevevacctexas.com 9 Tire Retirement Store,Ina 10395 Yucca Drive,A,usth,TX 78759 512291.222$512:42 A 09 aldiWheretirementstore ret EXHIBIT PAGE 'IOU OF 15 Master Services Agreement — CFW and The Retirement Store Inc. Page 37 of 49 REQUEST FOR PROPOSAL NO.2013-241-C 457 Oversight Committee Consultant Plano Client Travis County Services: RFP,Fiduciary Training,On-going fund evaluation Contact Norman McRee,HR Financial Analyst Address: 1010 Lavaca,Austin,TX 78701 Phone: 512.8545821 Email: Norrnan.McRgq&d.tMvis.tx.0 Client: Trinity River Authority Services: RFPP Fiduciary Training,On-going fund evaluation Contact Don Tucker,Manager,General Services Address: 5300 S.Collins,Arlington,TX 76018 Phone: 817.493.5155 Email: TuckerD OdWW�a.arg; Client. City of Austin(Client since April 2013) Services: Committee Advisor,On-going fund evaluation Contact Tim Atkinson,Austin Police(Committee Chair) Address: 715 E.8'8t,Austin,TX 18101 Phone: (512)554-2595 Email: Timothy.Atkinson 0-4ustintexas.-gov Client: City of San Antonio(Client since June 2013) Services:� Plan Structure,Formation of Committee,etc. Contact. Pat Atkins;.Benefits Manager Address: 111 Soled4 Suite 100, San Antonia,Texas.78205 Phone: (210)207-4511 Email: Micia.atkiqs@sauqqtoAio.gov The RetirenwntStorq,Inc. 10305 Y—Drive,Austm TX 78759 5122n22285IZ426.4609 EXHIBIT—8 PAGE�_�11OF�_1-S Master Services Agreement CFW and The Retirement Store Inc. Page 38 of 49 i REQUEST FOR PROPOSAL NO. 2013-241-C 457 Oversight Committee Consultant Plano SECTION V—COST PROPOSAL All cost or pricing information shall be addressed ONLY in the Cost/Price Proposal Section. Provide an annual retainer fee and a schedule of services included along with a desired payment schedule. Provide a list of optional services with associated cost.Detail any additional fees or reimbursements, - including ancillary casts for training or related materials,if any. RESPONSE: Annual Retainer $24,000,which includes consultant's attendance at the Committee's four(4)4uarterly meetings and the "Services Included" identif'<ed below. Payment Terms— Quarterly,in arrears All"Proposed Consulting Services" listed Services Included on page 6, items#1-7 of this RFP response. Miscellaneous, non-routine"out-of- scope"services billed at$195/hour. Required on-site services are billed at Optional Services $1,250/day.Other major project services such as RFP's will be billed at a negotiated rate based on project's complexity. Travel costs for on-site meeting attendance will be billed to City at cost Reimbursements and in accordance with City employee travel policies. (Note:travel costs have historically averaged less than$250 per meeting.) 3 11 The Retirement Store,Inc. 10305 Yucca Drive,Austin,7X 78759 512.291.22281512.426.4609 EXHIBIT aidiotheretirementstore.net / RAGE 1 OF Master Services Agreement - CFW and The Retirement Store Inc. Page 39 of 49 REQUEST FOR PROPOSAL NO. 2013-241-C 457 Oversight Comrxmittee Consultant Plano Appendix Resum • Vendor uppleanent Information. Affidavit of No Prof udnte�reest �► Vendor Ack no-v wgewent Form.. the Re&e vent store.ME. 10305 Yuma Drive,.Ann*T%78759 522.293.22 86jZ42fi4G09 aidi�tliereiireiiieti�sfp'r�x¢r EX IBI b Master Services Agreement - CFW and The Retirement Store Inc. Page 40 of 49 AlDiCristojdro ;F President The Retirement Store, Inc. 10305 Yucca Dr. Austin,TX 78759 °- 512.291.2228(Office) _._ 512.426.4609(Cell) . aldi rLberefrernent w tore.ne Business As President of the Retirement Store my rote is improve the management pWalosophy and administration of governmental Defined Contribution retirement programs by providing objective and professional expertise,education,and technical assistance that enables and empowers governmental plan sponsors to: • Understand their fiduciary roles as Plan administrators « Understand the retirement plan marketplace and its variables • Provide expert assistance in searches for Administrators and/or Investment Providers • Improve participant value with their retirement plan participation. The Retirement Store's business is built on the premise that the highest degree of integrity should be the foundation of any client relationship and that conflicts of interest, in fact or in appearance,have no place in its operations. Professilorud Tire Retirement store,Inc.,Austin,TX-Presildent/GoYtsuliant_(200241resent). experience Responsible for providing various consulting services to governmental, educational, and not:fb"rbfd Plan sponsors in Texas including plan investment analysis and recommendations; compliaW—.oriented plan reviews; developing and managing search processes for record keepers and investment providers; conducing fiduciary liability training for Trustees and Oversight Committees;, providing continuous "expert' assistance regarding governmental defined contribution business_ Clients have included the City of El Paso, the Housing Authority of the City of E.I.Paso,the City of Farmers Branch,the City of Plano,the City of Fort Worth, the ity of Corpus Christi, ttie Trinity River Authority,Travis County,the Texas Hospital Association;and the University,of Texas System, ING/lletna Financial Services, Austin TX. Vice President (1990-2001) Responsible for the sale of retirement products and services to large institutional clients (+$50,000,000 in assets) in a 5 state ten" (1998-2001); served as primary manager for assigned key accounts including The University of Texas System, The Texas A&M University System, the Employees Retirement System of Texas, etc. (1990-2001); built and managed highly successful Financial Planning unit in multiple locations throughout Texas(1996-98); responsible for all garage,rial, operational,, compliance; and regulatory activities in one of ING/Aetna's largest retirement offices in the United States including the supervision and compliance of staff and registered representatives and investment counseiorstadvisors throughout Texas(1990-96)_ EXHIBIT � PAGE Master Services Agreement - CFW and The Retirement Store Inc . Page 41 of 49 I I Aetna Life&Casualty,Various Locations(See below):(1974-1990) 1986—1990:Branch Marketing Manager,Southeastern,Atlanta,GA 1984-1986:Regional Marketing Manager,Memphis,TN 1979—1984:Manager,Personal Insurance Department,Columbia,SC 1976—19.79:Underwriter/Personal Accounts Representative,Wheeling,WV 1974—1976''Underwriter Trainee,Providence,RI Professional Former Series 6,7,24,26,63,65 Securities Registrations through RNRA tnmhbersWps (Financial Industry Regulatory Auth6*);,Texas Group t Life&Health Insurance License_Prior memberships:College and Uniiversity Professional. Association for Human Resources(CUPA-HR); National Association of Governmental Defined Contribution-Administrators.(NAGDCA);Govemment Finance Officers Association(GFOA);Society for Duman.Resource [Management(SHRM). Education Bryant University,Smithfield,RI BS in Business Administration,Magna Cum Laude The University of Texas at Austin CFP Certification Program:(not Completed) Community Board of Directors,H-A NI_D.(Helping Aging, Needy,and Disabled of Austin, as rat lnc.)'Austin Candlelighters/Ahy Baby Can;City of Austin/Bond Oversight Committee;Austin"Blue Santa;"Jester Club,Blood 9 Tissue.Center of Central Texas;Covenant.Presbyterian Church, Deacon Moderator_ EXHIBIT PAGE 155 CAP ( 5 Master Services Agreement — CFW and The Retirement Store Inc . Page 42 of 49 i RFP No.: 2013-241-C INSURANCE REQUIREMENTS i Definition: The City of Plano includes its employees,officers,directors,volunteers, the City Council and Council members,and are hereinafter referred to as City. Certificate of Insurance is a form pursuant to SB 425 and approved by the Texas Department of Insurance. 1.0 General Provisions 1.1 The Contractor shall obtain and maintain the minimum insurance coverage set forth in this section. By requiring such minimum insurance, City shall not be deemed or construed to have assessed the risk that may or may not be applicable to the Contractor. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage. The Contractor is not relieved of any liability or other obligation assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The insurance requirements listed below do not replace any warranty or surety (performance, payment, or maintenance) bonds if required by preceding or subsequent sections of this contract. 1.2 Contractor shall cause each subcontractor employed by Contractor to purchase and maintain insurance of the type specified herein or cover such subcontractors under its insurance coverage. 1.3 The Contractor agrees that the insurance requirements specified in this section do not reduce the liability Contractor has assumed in any indemnification/hold harmless section of this contract. 1.4 City reserves the right to approve the security of the insurance coverage provided pursuant to this section by insurers including terms, conditions and the Certificate of Insurance. Failure of the Contractor to fully comply with requirements of this section during the term of the contract will be considered a material breach of contract and will be cause for immediate termination of the contract at the option of City. 1.5 Insurance coverage required by this section shall: 1.5.1 Be on a primary basis,non-contributory with any other insurance coverage and/or self-insurance carried by City 1.5.2 Be with an insurer possessing an A-VII.A.M.Best Rating 1.6 Subcontractor Insurance. if the contractor utilizes the services of another company or subcontractor, affiliate or non-affiliate, in order to fulfill the Page 1 of 3 cXHIB i t ' Master Services Agreement - CFW and The Retirement StPAQ age--43�f 49 requirements covered under this Agreement, then those other companies or subcontractors must comply with the insurance provisions.within this Agreement. 1.7 Pursuant to Texas Insurance Code Section 551.053 — WRITTEN NOTICE OF CANCELLATION REQUIRED. Not later than the 10a` day before the date on which the cancellation of a liability insurance policy takes effect, an insurer must deliver or mail written notice of the cancellation to the first-named insured under the policy at the address show on the policy. However,Contractor is responsible for providing a minimum of 30 days notice of a material change or voluntary cancellation of insurance coverage required in section 2 of this document. 2.0 Minimum Insurance Coverage&Limits 2.1 Professional Liability-Errors and Omissions. Contractor shall maintain commercial professional liability insurance covering errors, including omissions, due to performance or failure to perform professional services under this contract. 2.1.1 Limits of Insurance 2.1.1.1 $1,000,000 Per Occurrence 2.2 If coverage required by this section is written on a claims-made basis, the Contractor warrants that any applicable retroactive date under the policy precedes the effective date of this Agreement; and that continuous coverage will be maintained or an extended reporting period will be exercised for a period of one (1)year beginning from the time that work under the Agreement is completed. 2.3 Contractor may obtain coverage for the above required sections in 'any combination of mono-line policies and/or endorsements to their General Liability policy. 3.0 Evidence of Insurance 3.1 Prior to commencement of work, and thereafter upon renewal or replacement of coverage required by this section, Contractor shall furnish City a certificate(s) of insurance, pursuant to SB 425 and approved by the Texas Department of Insurance, including for subcontractors cited in Section 1.6, executed by a duly authorized representative of each insurer, showing compliance with this section. Contractor shall furnish copies of all endorsement to insurance policies as required by e aeh section herein to the City.. 3.2 Failure of City to demand such certificate(s) or other evidence of full compliance with these insurance requirements or failure of City to identify a deficiency from Page 2 of 3 EXHIBi°i° ! " ------ P r-E Z_ OF Master Services Agreement - CFW and The Retirement StOW t=_.- v P of 49 evidence that is provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. 3.3 City shall have the right, but not the obligation, of prohibiting Contractor or,any subcontractor from entering the project site until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by the City. 3.4 Failure to maintain required insurance may result in termination of this contract at sole option of the City. 3.5 The Contractor shall furnish a Certificate of Insurance (COI) evidencing insurance coverage required by this section ten (10) business days preceding _ commencement of contracted service(s).The COI shall: 3.5.1 List each insurers'NAIC Number or FEIN 3.5.2 List contract number, project name or other identifying reference of event or service being performed 3.5.3 Specifically list reference to all endorsements required hcrein 3.5.4 List City of Plano, Risk Management Division, 7501 A Independence Parkway,Plano,Texas,75025 in the Certificate Holder Section Page 3 of 3 EXHIBIT— G F Master Services Agreement - CFW and The Retirement storeric: `�ag� � 49 ^----1 RETIR-2 OP ID:C5 A.CURQ° DATE(MMI)DNYYY) CERTIFICATE OF LIABILITY INSURANCE 1210312013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pollcy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A.statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone:612-473-4520 CONTACT Frost Insurance-Austin NAME: 401 Congress Ave.Ste 1400 fax:512-473-4555 MIC PHONE Ext: Austin,TX 78701 E-MAIL Lance Vane_k ADDRESS: INSURERS)AFFORDING COVERAGE NAIC I INSURER A:HCC Special.Ity Ins Co INSURED The Retirement Store,Inc INSURER B: 10305 Yucca Drive Austin,TX 78759 INSURER c ` INSURER D INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IE7R TYPE OF INSURANCE OL R POLICY EFF POLICY EXP LIMITS POLICYNUMBER MMlDDIYY MM1DD GENERAL LIABILITY - EACHOCCURRENCE $ COMMERCIALGENERAL LIABILITY - PREMISES Eaoccug nce $ CLAIMS-MADE OCCUR MED EXP Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG $ POLICY PRO-__1 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea acddent $ ANY AUTO BODILY INJURY(Perperson) $ ALLOWNED SCHEDULED BODILY INJURY(Peraaadent) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Peracciden — I N $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENnpNS $ WORKERS COMPENSATION WCSTATU- TH- AND EMPLOYERS'LIABILITY YIN 70RY LIMITS ER ANY PROPRIETORIPARTNER/EXECUTNE❑ N f A E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yeS, ecrie under DESCRdIsPTION b OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab S71211672 04113/2013 04/1312014 Occurrenc 1,000,00 Retro Date 4113/06 Retention 2,50 DESCRIPTION OF OPERATIONS f LOCATIONS/VEHICLES(Attach ACORD 201,Additional Remarks Schedule,if more space is mquimd) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED -IN City of Plano ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 7501 A Independence Pkwy AUTHORIZED REPRESENTATIVE Plano,TX 75025 ©1988-2010 ACORD CORPORATION. Al){ighis reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD EXHIBIT L, _ Master Services Agreement - CFW and The Retirement Store1-1p.PE. +P F AFFIDAVIT OF NO PROHIBITED INTEREST (Contract Required-Form must be notarized) I, the undersigned declare that I am authorized to make this statement on behalf of The Re6iemntSt m,fnc, and i have made a reasonable inquiry and, to the best of my knowledge, no person or officer of The Resrementsta ,Wo is employed by the City of Plano or is an elected or appointed official of the City of Plano within the restrictions of the Piano City Charter. I am aware that Section 11.02 of the City Charter states;. `No officer or employee of the city shall have a financial interest, direct or indirect,in any contract with the city,nor shall be financially interested,directly or indirectly, in the sale to the city of any land, or rights or interest in any land, materials, supplies or service. The above provision shall not apply where the interest is represented by ownership of stock in a corporation involved, provided such stack ownership amounts to less than one (1) per cent of the corporation stock. Any violation oft his section shall constitute rna#feasance in office;and any officer or employeee of the city found guilty thereof shall thereby forfeit his office or - position. Airy violation of this section with the knowledge,express or implied;.of the persons or corporation contracting with the city shalt render the contract voidable by the city manager or the city council' 1 further understand and acknowledge that a violation of Section 11.02 of the City Charter at anytime during the term of this contract,will render the contracf voidable by the City. TPe.Retimment Store; Inc. "I--N ' e sf ctor By, Signature- Al DiCristofar Print Name President _.—Ti ye t � Oate. STATE OF TeXaS § C0UNTY of . l����, 5 � SUBSCRIBED AND SWORN TO before me this '�` day of August 20 r^ K C GPM CE I;t my Commission E.XplMs June0t 5 otary Public,State of �* _ NAGONTRACTSWORMSIAFFIDAVIT OF NO PROHIBITED INTEREST(REV.7-10).DOC EXHIBIT 1 PAGE ®F— i Master Services Agreement — CFW and The Retirement Store Inc. Page 47 of 49 EXHIBIT TWO CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire is being filed in accordance with chapter 176 of the Local OFFICE USE ONLY Government Code by a person doing business with the governmental entity. Date Received By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006,Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of person doing business with local governmental entity. The Retirement Store,Inc./Al DiCristofaro 2. Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. i None i 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. None Master Services Agreement—CFW and The Retirement Store Inc. Page 48 of 49 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A,B,or C is YES.) This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? ❑ Yes ❑ No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑ Yes ❑ No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director,or holds an ownership of 10 percent or more? ❑ Yes ❑ No D. Describe each affiliation or business relationship. 6. Describe any other affiliation or business relationship that might cause a conflict of interest. None 7. n �' 4 September 30,2014 Signature of person doing Vness with he governmental entity Date Master Services Agreement—CFW and The Retirement Store Inc. Page 49 of 49