HomeMy WebLinkAboutContract 61347City Secretary Contract No. 61347
FORT WORTH
4'� -
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and the
International City Management Association Retirement Corporation dba MissionSquare Retirement
("Vendor"), each individually referred to as a "Party" and collectively referred to as the "Parties."
1. Scope of Services. Vendor will provide a range of services for the operation of City's
401(a) employee retirement plan including, but not limited to, communications concerning investment
alternatives, account maintenance, account recordkeeping, investment and tax reporting, transaction
processing, and benefit disbursement. ("Services"), as set forth in more detail in Exhibit "A." Exhibit "A,"
MissionSquare's Administrative Services Agreement, is hereby amended to remove any provisions that
conflict with this Vendor Services Agreement, and is attached hereto and incorporated herein for all
purposes. In the event there are any conflicts between the terms of Exhibit "A" and the terns found in this
Agreement, the terms of this Agreement control.
2. Term. The initial term of this Agreement is for five (5) years, beginning on the date that
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion,
to renew this Agreement under the same terms and conditions, for up to five (5) one-year renewal option(s)
(each a "Renewal Term"). City shall provide Vendor with written notice of its intent to renew at least thirty
(30) days prior to the end of each term.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Section 8 (Compensation and Payment) of MissionSquare's Administrative Services Agreement,
as attached in Exhibit "A".. As provided in Exhibit B, Total compensation directly from City under this
Agreement will not exceed FORTY-NINE THOUSAND DOLLARS ($49,000.00) annually. Vendor will
not perform any additional services or bill for plan -level expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City. Notwithstanding the foregoing, Vendor may retain such City
Information and City -provided data as may be required to satisfy Vendor's regulatory obligations
to maintain records.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City, except (a) to the extent that disclosure is necessary to fulfill Vendor's obligations under the
Agreement and/or (b) to the extent required by law, judicial order or regulatory request.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor directly related to
transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have
access during normal working hours to all necessary Vendor facilities and will be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. City
will give Vendor reasonable advance notice of intended audits.
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7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND PAY THE DEFENSE COSTS OF
CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS. NOTWITHSTANDING THE FOREGOING, VENDOR SHALL NOT
BE RESPONSIBLE FOR ANYACTS OR OMMISSIONS OFANYPERSON WITHRESPECT
TO THE PLAN OTHER THAN VENDOR, OR ITS AGENTS OR AFFILIATES, IN
CONNECTION WITH THE ADMINISTRATION OR OPERATION OF THE PLAN.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
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however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract. For purposes of this Section 9, "subcontract" and "subcontractor" shall refer to a
relationship with a third -party entity Vendor retains to provide custom services unique to City.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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10.2
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
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in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and ReLFulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
Joanne Hinton
City of Fort Worth, Benefits Manager
Email: Joanne.Hinton@fortworthtexas.gov
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
MissionSquare Retirement
Attn: Legal Department
777 North Capitol Street, NE
Washington, DC 20002
Facsimile: 202.962.4601
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*Notices regarding the day-to-day operation of the plan may be provided by electronic means.
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A and B.
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22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
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Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more
full-time employees) unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
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software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: -�
Name: Jesica McEachern
Title: Assistant City Manager
Date: May 1, 2024
APPROVAL RECOMMENDED:
By:
Name: Holly Moyer
Title: Assistant Human Resources Director
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
THE INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
doing business as MISSIONSQUARE
RETIREMEN
By:
Name: Erica McFarquhar
Title: Assistant Secretary
Date: April 16, 2024
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: �,— /"'�
Name: Joanne Hinton
Title: Benefits Manager
APPROVED AS TO FORM AND LEGALITY:
By: w
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
MISSIONSOUARE'S ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement"), made as of this day, (please
enter date) , (herein referred to as the
"Inception Date"), between the International City Management Association Retirement
Corporation doing business as MissionSquare Retirement ("MissionSquare"), a
nonprofit corporation organized and existing under the laws of the State of Delaware,
and the City of Fort Worth ("Employer"), an Entity organized and existing under the
laws of the State of Texas with an office at 200 Texas Street, Fort Worth, Texas
76102.
RECITALS
Employer acts as public plan sponsor of a retirement plan ("Plan"), and in that
capacity, has responsibility to obtain administrative services and investment
alternatives for the Plan;
VantageTrust is a group trust established and maintained in accordance with
New Hampshire Revised Statutes Annotated section 391:1 and Internal Revenue
Service Revenue Ruling 81-100, 1981-1 C.B. 326, which provides for the commingled
investment of retirement funds;
MissionSquare, or its wholly owned subsidiary, acts as investment adviser to
VantageTrust Company, LLC, the Trustee of VantageTrust;
MissionSquare has designed, and VantageTrust Company offers, a series of
separate funds (the "Funds") for the investment of plan assets as referenced in the
Funds' principal disclosure documents, the Disclosure Memorandum and the Fact
Sheets (together, "MissionSquare Disclosures"); and
MissionSquare provides a range of services to public employers for the
operation of employee retirement plans including, but not limited to, communications
concerning investment alternatives, account maintenance, account recordkeeping,
investment and tax reporting, transaction processing, and benefit disbursement.
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AGREEMENTS
1. Appointment of MissionSauare
Employer hereby appoints MissionSquare as administrator of the Plan to perform all
nondiscretionary functions necessary for the administration of the Plan. The functions
to be performed by MissionSquare shall be those set forth in Exhibit A to this
Agreement.
2. Adoption of VantageTrust
Employer has adopted the Declaration of Trust of VantageTrust Company and agrees
to the commingled investment of assets of the Plan within VantageTrust. Employer
agrees that the investment, management, and distribution of amounts deposited in
VantageTrust shall be subject to the Declaration of Trust, as it may be amended from
time to time and shall also be subject to terms and conditions set forth in disclosure
documents (such as the MissionSquare Disclosures or Employer Bulletins) as those
terms and conditions may be adjusted from time to time.
3. Exclusivity Aareement
Employer agrees that for the initial or succeeding term of this Agreement specified in
Section 11, so long as MissionSquare continues to perform in all material respects the
services to be performed by it under this Agreement, Employer shall not obtain plan
administration from anyone other than MissionSquare. Employer acknowledges that
MissionSquare has agreed to the compensation to be paid to MissionSquare under
this Agreement in the expectation that MissionSquare will be able to offset costs
allocable to performing this Agreement with revenues arising from Employer's
exclusive use of MissionSquare at the rates provided herein throughout the initial or
succeeding term.
4. Employer Duty to Furnish Information
Employer agrees to furnish to MissionSquare on a timely basis such information as is
necessary for MissionSquare to carry out its responsibilities as Administrator of the
Plan, including information needed to allocate individual participant accounts to Funds
in VantageTrust, and information as to the employment status of participants, and
participant ages, addresses, and other identifying information (including tax
identification numbers). Employer also agrees that it will notify MissionSquare in a
timely manner regarding changes in staff as it relates to various roles. Such notification
is to be completed through the plan sponsor website. MissionSquare shall be entitled
to rely upon the accuracy of any information that is furnished to it by a responsible
official of the Employer or any information relating to an individual participant or
beneficiary that is furnished by such participant or beneficiary, and MissionSquare shall
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MAXIMUS Consulting Services, Inc., Page 13 of 23
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not be responsible for any error arising from its reliance on such information.
MissionSquare will provide reports, statements and account information to the
Employer through the plan sponsor website.
Employer is required to send in contributions through the plan sponsor website.
Alternative electronic methods may be allowed but must be approved by
MissionSquare for use. Contributions may not be sent through paper submittal
documents.
5. MissionSquare Representations and Warranties
MissionSquare represents and warrants to Employer that:
(a) MissionSquare is a non-profit corporation with full power and authority to
enter into this Agreement and to perform its obligations under this
Agreement. The ability of MissionSquare, or its wholly owned subsidiary,
to serve as investment adviser to VantageTrust Company is dependent
upon the continued willingness of VantageTrust Company for
MissionSquare, or its wholly owned subsidiary, to serve in that capacity.
(b) MissionSquare is an investment adviser registered as such with the U.S.
Securities and Exchange Commission under the Investment Advisers Act
of 1940, as amended.
(c) MissionSquare shall maintain and administer the Plan in accordance with
the requirements for plans which satisfy the qualification requirements of
Section 401 of the Internal Revenue Code and other applicable federal
law; provided, however, MissionSquare shall not be responsible for the
qualified status of the Plan in the event that the Employer directs
MissionSquare to administer the Plan or disburse assets in a manner
inconsistent with the requirements of Section 401 or otherwise causes the
Plan not to be carried out in accordance with its terms; provided, further,
that if the plan document used by the Employer contains terms that differ
from the terms of MissionSquare's model plan document, MissionSquare
shall not be responsible for the qualified status of the Plan to the extent
affected by the differing terms in the Employer's plan document.
MissionSquare shall not be responsible for monitoring state or local law
applicable to retirement plans orfor administering the Plan in compliance
with local or state requirements regarding plan administration unless
Employer notifies MissionSquare of any such local or state requirements.
6. Employer Representations and Warranties
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Employer represents and warrants to MissionSquare that:
(a) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into
and perform its obligations under this Agreement and to act for the Plan
and participants in the manner contemplated in this Agreement.
Execution, delivery, and performance of this Agreement will not conflict
with any law, rule, regulation or contract by which the Employer is bound
or to which it is a party.
(b) Employer understands and agrees that MissionSquare's sole function
under this Agreement is to act as recordkeeper and to provide
administrative, investment or other services at the direction of Plan
participants, the Employer, its agents or designees in accordance with the
terms of this Agreement. Under the terms of this Agreement,
MissionSquare does not render investment advice, is neither the "Plan
Administrator" nor "Plan Sponsor" as those terms are defined under
applicable federal, state, or local law, and does not provide legal, tax or
accounting advice with respect to the creation, adoption or operation of
the Plan and its related trust. MissionSquare does not perform any service
under this Agreement that might cause MissionSquare to be treated as a
"fiduciary" of the Plan under applicable law, except, and only, to the
extent that MissionSquare provides investment advisory services to
individual participants enrolled in Guided Pathways Advisory Services.
(c) Employer acknowledges and agrees that MissionSquare does not
assume any responsibility with respect to the selection or retention of the
Plan's investment options. Employer shall have exclusive responsibility
forthe Plan's investment options, including the selection of the applicable
mutual fund share class.
(d) Employer acknowledges that certain such services to be performed by
MissionSquare under this Agreement may be performed by an affiliate or
agent of MissionSquare pursuant to one or more other contractual
arrangements or relationships, and that MissionSquare reserves the right
to change vendors with which it has contracted to provide services in
connection with this Agreement without prior notice to Employer.
(e) Employer approves the use of its Plan in MissionSquare external media,
publications and materials. Examples include press releases
announcements and inclusion of the general plan information in request
for proposal responses.
Professional Services Agreement
MAXIMUS Consulting Services, Inc., Page 15 of 23
City Secretary Contract No.
7. Participation in Certain Proceedings
The Employer hereby authorizes MissionSquare to act as agent, to appear on its behalf,
and to join the Employer as a necessary party in all legal proceedings involving the
garnishment of benefits or the transfer of benefits pursuant to the divorce or separation
of participants in the Plan. Unless Employer notifies MissionSquare otherwise,
Employer consents to the disbursement by MissionSquare of benefits that have been
garnished or transferred to a former spouse, current spouse, or child pursuant to a
domestic relations order or child support order.
8. Compensation and Payment
(a) Employer Fee. A $23 ($5.75 quarterly) annual account administration
fee per each Accountholder's accountwill be charged and invoiced to the
Employer quarterly for the 401(a) plan number 106439. Any invoiced
amounts unpaid and outstanding after 30 days of invoice to the Employer
shall be withdrawn from Plan assets.
(b) Plan Administration Fee. The amount to be paid for plan administration
services under this Agreement shall be 0.55% per annum of the amount
of Plan assets invested in VantageTrust. Such fee shall be computed
based on average daily net Plan assets in VantageTrust.
(c) Compensation for Management Services to VantageTrust Company.
Employer acknowledges that MissionSquare, or its wholly owned
subsidiary, receives fees from VantageTrust Company for investment
advisory services and plan and participant services furnished to
VantageTrust Company. These fees are described in the MissionSquare
Disclosures and MissionSquare's fee disclosure statement.
(d) Payment Procedures. All payments to MissionSquare pursuant to this
Section 8 shall be made from Plan assets held by VantageTrust, to the
extent not paid by the Employer. The amount of Plan assets administered
by MissionSquare shall be adjusted as required to reflect any such
payments as are made from the Plan. In the event that the Employer
agrees to pay amounts owed pursuant to this Section 8 directly, any
amounts unpaid and outstanding after 30 days of invoice to the Employer
shall be withdrawn from Plan assets.
The compensation and payment set forth in this Section 8 are contingent upon the
Employer's use of MissionSquare's plan sponsor website system for contribution
processing and submitting contribution funds by ACH or wire transfer on a consistent
basis over the term of this Agreement.
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MAXIMUS Consulting Services, Inc., Page 16 of 23
City Secretary Contract No.
Employer further acknowledges and agrees that compensation and payment under
this Agreement shall be subject to re -negotiation in the event that the Employer
chooses to implement additional funds other than the MissionSquare PLUS Fund.
9. Indemnification
MissionSquare shall not be responsible for any acts or omissions of any person with
respectto the Plan or its related trust, otherthan MissionSquare in connection with the
administration or operation of the Plan. Employer shall indemnify MissionSquare
against, and hold MissionSquare harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable attorney's fees, that
may be incurred by, imposed upon, or asserted against MissionSquare by reason of
any claim, regulatory proceeding, or litigation arising from any act done or omitted to
be done by any individual or person with respect to the Plan or its related trust,
excepting only any and all loss, damage, penalty, liability, cost or expense resulting
from MissionSquare's negligence, bad faith, or willful misconduct.
10. Term
This Agreement shall be in effect and commence on the date all parties have signed
and executed this Agreement ("Inception Date"). The term of this Agreement will
commence on the Inception Date and have up to five (5) one-year renewal options
from that date. This Agreement will be renewed automatically for each succeeding year
unless written notice of termination is provided by either party to the other no less than
60 days before the end of such Agreement year. The Employer understands and
acknowledges that, in the event the Employer terminates this Agreement (or replaces
the MissionSquare PLUS Fund of VantageTrust as an investment option in its
investment line-up), MissionSquare retains full discretion to release Plan assets
invested in the MissionSquare PLUS Fund in an orderly manner over a period of up to
12 months from the date MissionSquare receives written notification from the
Employer that it has made a final and binding selection of a replacement for
MissionSquare as administrator of the Plan (or a replacement investment option for the
MissionSquare PLUS Fund).
11. Amendments and Adjustments
(a) This Agreement may be amended by written instrument signed by the parties.
(b) MissionSquare may modify this Agreement by providing 60 days' advance
written notice to the Employer prior to the effective date of such proposed
modification. Such modification shall become effective unless, within the 60-
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day notice period, the Employer notifies MissionSquare in writing that it objects
to such modification.
(c) The parties agree that enhancements may be made to administrative services
under this Agreement. The Employer will be notified of enhancements through
the Employer Bulletin, quarterly statements, electronic messages or special
mailings. Likewise, if there are any reductions in fees, these will be announced
through the Employer Bulletin, quarterly statement, electronic messages or
special mailing.
12. Notices
Unless otherwise provided in this Agreement, all notices required to be delivered
under this Agreement shall be in writing and shall be delivered, mailed, e-mailed or
faxed to the location of the relevant party set forth below or to such other address or
to the attention of such other persons as such party may hereafter specify by notice to
the other party.
MissionSquare: Legal Department, MissionSquare, 777 North Capitol
Street, N.E., Suite 600, Washington, D.C., 20002-4240
Facsimile; (202) 962-4601
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number or e-mail address designated by the
Employer to receive the same by written notice similarly given.
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is
appropriate confirmation of receipt; (ii) if given by mail or e-mail, upon transmission to
the designated address with no indication that such address is invalid or incorrect; or
(iii) if given by any other means, when actually delivered at the aforesaid address.
13. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole
agreement between MissionSquare and Employer relating to the object of this
Agreement and correctly sets forth the complete rights, duties and obligations of each
party to the other as of its date. This Agreement supersedes all written and oral
agreements, communications or negotiations among the parties. Any prior
agreements, promises, negotiations or representations, verbal or otherwise, not
expressly set forth in this Agreement are of no force and effect.
14. Titles
Professional Services Agreement
MAXIMUS Consulting Services, Inc., Page 18 of 23
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The headings of Sections of this Agreement and the headings for each of the attached
schedules are for convenience only and do not define or limit the contents thereof.
15. Incorporation of Exhibits
All Exhibits (and any subsequent amendments thereto), attached hereto, and
referenced herein, are hereby incorporated within this Agreement as if set forth fully
herein.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, applicable to contracts made in that jurisdiction without reference
to its conflicts of laws provisions.
Professional Services Agreement
MAXIMUS Consulting Services, Inc., Page 19 of 23
City Secretary Contract No.
In Witness Whereof, the parties hereto certify that they have read and understand this
Agreement and all Schedules attached hereto and have caused this Agreement to be
executed by their duly authorized officers as of the Inception Date first above written.
CITY OF FORT WORTH
Signature/Date
Name and Title (Please Print)
THE INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION doing
business as MISSIONSQUARE RETIREMENT
By
Erica McFarquhar
Assistant Secretary
Professional Services Agreement
MAXIMUS Consulting Services, Inc., Page 20 of 23
City Secretary Contract No.
APPENDIX 1
Administrative Services
The administrative services to be performed by MissionSquare under this Agreement
shall be as follows:
(a) Participant enrollment services are provided online. Employees will enroll
online through a secure site or the Employer will enroll employees through the
plan sponsor website.
(b) Establishment of participant accounts for each employee participating in the Plan
for whom MissionSquare receives appropriate enrollment instructions.
MissionSquare is not responsible for determining if such Plan participants are
eligible under the terms of the Plan.
(c) Allocation in accordance with participant directions received in good order of
individual participant accounts to investment options offered under the Plan.
(d) Maintenance of individual accounts for participants reflecting amounts
deferred, income, gain or loss credited, and amounts distributed as benefits.
(e) Maintenance of records for all participants for whom participant accounts have
been established. These files shall include enrollment instructions (provided to
MissionSquare through the participant website orthe plan sponsor website),
beneficiary designation instructions and all other documents concerning each
participant's account.
(f) Provision of periodic reports to the Employer through the plan sponsor
website. Participants will have access to account information through
Participant Services, Voice Response System, the participant website, and text
access, and through quarterly statements that can be delivered electronically
through the participant website or by postal service.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Participant Services Representatives through a toll -free
telephone number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday through
Friday (excluding holidays and days on which the securities markets or
MissionSquare are closed for business (including emergency closings)), to
assist participants.
(i) Making available access to MissionSquare's website, to allow participants to
access certain account information and initiate certain plan transactions at any
time. The participant website is normally available 24 hours a day, seven days a
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week except during scheduled maintenance periods designed to ensure high -
quality performance.
(j) Maintaining the security and confidentiality of client information through a
system of controls including but not limited to, as appropriate: restricting plan
and participant information only to those who need it to provide services,
software and hardware security, access controls, data back-up and storage
procedures, non -disclosure agreements, security incident response
procedures, and audit reviews.
(k) Making available access to MissionSquare's plan sponsor web site to allow
plan sponsors to access certain plan information and initiate plan transactions
such as enrolling participants and managing contributions at any time. The
plan sponsor web site is normally available 24 hours a day, seven days a week
except during scheduled maintenance periods designed to ensure high -
quality performance.
(1) Distribution of benefits as agent for the Employer in accordance with terms of
the Plan. Participants who have separated from service can request
distributions through the participant website or via form.
(m)MissionSquare is authorized by the Employer to (a) determine whether a
domestic relations order is an acceptable qualified domestic relations order
under the terms of the Plan and (b) establish a separate account record for the
alternate payee and provide for the investment and distribution of assets held
thereunder.
(n) Loans may be made available on the terms specified in the Loan Guidelines, if
loans are adopted by the Employer. Participants can request loans through the
participant website.
(o) Guided Pathways Advisory Services - MissionSquare's participant advice
service, "Fund Advice", may be made available through a third -party vendor on
the terms specified on MissionSquare's website.
(p) MissionSquare is authorized by the Employer to establish an unallocated plan
level expense account to function as the Administrative Allowance account, to be
invested as Employer directs.
(q) MissionSquare will determine appropriate delivery method (electronic and/or
print) for plan sponsor/participant communications and education based on a
number of factors (audience, effectiveness, etc.)
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City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
City will pay vendor a total of $23 per account per year, to be billed $5.75 quarterly. Total compensation
directly from City under this Agreement will not exceed FORTY-NINE THOUSAND DOLLARS
($49,000.00) annually. Vendor will not perform any additional services or bill for plan -level expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
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