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RESOLUTION 90-20070 RESOLUTION NO. 90-20070 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE A SECOND AMENDED AND RESTATED AGREEMENT BETWEEN THE CITY OF MIAMI BEACH (HEREINAFTER REFERRED TO AS "EMPLOYER" OR "CITY") AND INTANGIBLE MARKETING, INC. , AND ITS AFFILIATE CORPORATIONS, H.C. COPELAND & ASSOCIATES, INC. , AND H.C. COPELAND AND ASSOCIATES EQUITIES, INC. , (HEREINAFTER COLLECTIVELY REFERRED TO AS "ADMINISTRATOR") . WHEREAS, on December 30, 1983 , the City entered into an Agreement with Intangible Marketing, Inc. for administration of a deferred compensation program; and, WHEREAS, on May 11, 1984 , the City entered into an Amended Agreement with Intangible Marketing, Inc. , H.C. Copeland and Associates, Inc. and H.C. Associates Equities, Inc. ; and, WHEREAS, the Amended Agreement entered into on May 11, 1984 , provided for a term of five years and the City wishes to extend the term of the Amended Agreement on a year-to-year basis for the sole purpose of allowing the Administrator to provide deferred compensation services to those City employees who were enrolled in the Copeland Program on or before December 6, 1989; and, WHEREAS, the City has entered into agreements with other deferred compensation providers and the Administrator ' s services will be on a non-exclusive basis; and, WHEREAS, the City wishes to provide the capability for the Administrator to provide deferred compensation services to those employees who were enrolled in the Copeland Program prior to December 6, 1989 , for a one year term commencing January 17 , 1990 with an option on the part of the City of Miami Beach to extend for another year. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as follows: the Mayor and the City Clerk are hereby authorized to execute the attached Second Amended and Restated Agreement between the City of Miami Beach and Intangible Marketing, Inc. , and its affiliate Corporations, H.C. Copeland & Associates, Inc. , and H.C. Copeland and Associates Equities, Inc. PASSED and ADOPTED this 5th day of September , 1990. 0001err 40 ayor Attest: 4111" • City Clerk Form Approved Legal Department Date: G1" ,90 EC: lcd Attachment eeo r eaoti ead 1\1>---,ICA F L O R I D A 3 3 1 3 9 * INCORP ORATED*;s "VA CA/IONL A ND U. S. A. H2e" OFFICE OF THE CITY MANAGER CITY HALL ROB Wo PARKINS 1700 CONVENTION CENTER DRIVE CITY MANAGER TELEPHONE: 673-7010 37-qo COMMISSION MEMORANDUM NO. DATE: September 5 , 1990 TO: Mayor Alex Daoud . • Members of th- ' Ity Comm i• i FROM: Rob W. Par ins ifraLrl City Manager er , �� .i. eilI SUBJECT: APPROVAL OF THE DEFERRED COMPENSATION SECOND AMENDED AND RESTATED AGREEMENT BETWEEN CITY OF MIAMI BEACH EMPLOYEES AND INTANGIBLE MARKETING, INC. , AND ITS AFFILIATE CORPORATIONS, H.C. COPELAND & ASSOCIATES, INC. , AND H.C. COPELAND AND ASSOCIATES EQUITIES, INC. , (HEREINAFTER COLLECTIVELY REFERRED TO AS "ADMINISTRATOR") . On December 30, 1983 , the City entered into an Agreement with Intangible Marketing, Inc. , for administration of a deferred compensation program. On May 11, 1984, the City entered into an Amended Agreement with Intangible Marketing, Inc. , H.C. Copeland and Associates, Inc. , and H.C. Copeland and Associates Equities, Inc. , which provided for a term of five (5) years. The City wishes to extend the term of the Amended Agreement on a year-to-year basis for the sole purpose of allowing the Administrator to provide deferred compensation services to those City employees who were enrolled in the Copeland Program on or before December 6, 1989 . The City wishes to provide the capability for the Administrator to provide deferred compensation services to those employees who were enrolled in the Copeland Program prior to December 6, 1989, for a one year term commencing January 17, 1990 with an option on the part of the City of Miami Beach to extend for another year. ADMINISTRATION RECOMMENDATION It is the recommendation of the Administration, that the City Commission authorize the Mayor and the City Clerk to execute the attached Second Amended and Restated Agreement between the City of Miami Beach and Intangible Marketing, Inc. , and its affiliate Corporations, H.C. Copeland & Associates, Inc. , and H.C. Copeland and Associates Equities, Inc. RWP:ECilcd Attachment 18 AGENDA ITEM DATE - 5 -9Or SECOND AMENDED AND RESTATED AGREEMENT THIS SECOND AMENDED AND RESTATED AGREEMENT, made and entered into this 1/ dayof Age-'34,-L , 19q , by and between INTANGIBLE MARKETING, INC. , a New Jersey corporation, with its principal place of business located at Two Tower Center, East Brunswick, New Jersey, and its affiliate corporations, H. C. COPELAND & ASSOCIATES, INC. , a Florida corporation, with its principal place of business at 444 Brickell Avenue, Suite 650, Miami, Florida 33131 , and H. C. COPELAND AND ASSOCIATES EQUITIES, INC. , a New Jersey corporation, with its principal place of business at Two Tower Center, East Brunswick, New Jersey (hereinafter collectively referred to as "Administrator") , and the CITY OF MIAMI BEACH, a political subdivision of the State of Florida (hereinafter referred to as "Employer" or "City") . WHEREAS, on December 30, 1983 , the City entered into an Agreement with Intangible Marketing, Inc. for administration of a deferred compensation program (the "Agreement") ; and, WHEREAS, on May 11, 1984 , the City entered into an Amended Agreement with Intangible Marketing, Inc. , H.C. Copeland and Associates, Inc. and H. C. Copeland and Associates Equities, Inc. (the "Amended Agreement") ; and, WHEREAS, the Amended Agreement entered into on May 11, 1984 , provided for a term of five years, and the City wishes to extend the term of the Amended Agreement on a year-to-year basis for the sole purpose of allowing the Administrator to provide deferred compensation services to those City employees who were enrolled in the Copeland Program on or before December 6, 1989 ; and, WHEREAS, the City has entered into agreements with other deferred compensation providers and the Administrator ' s services will be on a non-exclusive basis. NOW, THEREFORE, the parties to this Second Amended and Restated Agreement, intending to be legally bound, and in consideration of the mutual covenants, provisions and warranties contained in this Agreement, do now agree as follows: 1 • A. Appointment. The Employer hereby appoints the Administrator as a non-exclusive administrative contractor for the Deferred Compensation Program during the term of this Second Amended and Restated Agreement. The companies identified as Administrator herein shall be jointly and severally liable for the performance of their responsibilities and obligations, pursuant to this Second Amended and Restated Agreement. This appointment is strictly limited to providing deferred compensation services as described herein to those employees who were enrolled in the Copeland Program prior to December 6, 1989. The Administrator agrees that there can be no new enrollees during the life of this Second Amended and Restated Agreement or any extensions thereof. If a determination is required to resolve any questions concerning enrollee status it shall be brought before the Deferred Compensation Committee, whose decision shall be final. B. Administrator Responsibilities. The Administrator agrees at its expense to do the following, subject to the approval of the Employer: 1. Select companies providing the best savings and investment products for the Deferred Compensation Program; 2 . Establish and maintain rules for the administration of the Deferred Compensation Program; 3 . Coordinate the servicing activities provided in this Agreement; 4 . Cause contributions of employees participating in the Deferred Compensation Program to be invested in accordance with the directions of the Employer; 5. Maintain adequate service and representatives ' capabilities to handle the day-to-day requests of participating employees; 6. Furnish each participating employee an itemized statement of account on a calendar quarter basis; 7 . Furnish the Employer with a detailed accounting as to the Deferred Compensation Program on a calendar quarter basis. 2 • C. Employer Responsibilities. The Employer agrees at its expense to: 1. Assist the Administrator in maintenance of the Deferred Compensation Program; 2 . Present to its employees only those investment products approved by the Employer and presented by the Administrator and provided by and through the affiliate corporations of the Administrator; 3 . Arrange for payroll deductions for the Deferred Compensation Program; 4 . Make deductions from participating employees ' compensation as agreed upon and deliver same to companies investing the deductions in investment contracts selected by the Employee; 5. Timely provide such information and approvals as required by the Administrator, upon its written request, for the maintenance of the Deferred Compensation Program; 6. Forward in a manner agreed upon by the parties, the deductions applied to the Deferred Compensation Program to the Administrator, H. C. Copeland & Associates, Inc. , Deferred Compensation Account, 0264-05886 Mid Atlantic, 494 Thornall Street, Edison, New Jersey 08837 and/or to such other accounts and/or addresses as the Administrator may select by giving the City Manager written notice of such addresses. D. Compensation. The Administrator shall not receive or be entitled to any remuneration from the Employer for performing the services required by this Second Amended and Restated Agreement. E. Confidentiality. The Administrator shall not sell, bargain, convey, exhibit or otherwise abuse the employee list of the Employer which i s, and shall hereafter remain, the proprietary and confidential property of the Employer, to the extent allowed by law. F. Term. The parties agree that the Amended Agreement shall be effective from May 11, 1989 through January 17 , 1990. The term of this Second Amended and Restated Agreement shall be one (1) year from January 17 , 1990. Employer agrees to provide thirty (30) 3 days ' notice to Administrator of unsatisfactory and/or nonconforming performance hereunder. Administrator shall, thereafter, be afforded thirty (30) days within which to cure and/or remedy performance. This Second Amended and Restated Agreement shall automatically terminate upon the failure of the Administrator to effect fully satisfactory performance within thirty (30) days of receipt of such notice. The term of this Second Amended and Restated Agreement may be extended for successive one-year (1) periods, at the sole discretion of the City Commission, if written notice is provided by the Employer to the Administrator at least thirty (30) days prior to the end of the initial term or at any time thereafter. The Administrator agrees to abide by the City Commission' s decision regarding any extension of the term of this Second Amended and Restated Agreement. G. Indemnification. Administrator agrees to indemnify and hold harmless the Employer, and its individual officers, employees and appropriate officials from any loss, claim, suit, demand, cause of action, or controversy arising from the Administrator or its agents ' failure to perform its duties and services pursuant to this Second Amended and Restated Agreement, whether it be in contract or in tort, in equity or in law. The Administrator agrees to defend at its sole cost and expense on behalf of the Employer any and all claims, suits, actions, or controversies arising by virtue of this Agreement. The Administrator will pay all judgments including interest, costs and attorneys ' fees adjudicated or issued against the Employer. H. Notices. All notices, consents, approvals or other communications hereunder shall be in writing and duly provided if delivered personally or sent certified mail, return receipt requested, to the following addresses stated herein: As to the Employer: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 As to the Administrator: President Intangible Marketing, Inc. Two Tower Center East Brunswick, NJ 08816 4 I . Insurance. The Administrator must provide proof of insurance to the City prior to the commencement of this contract. The Administrator agrees to maintain the following required insurance coverages in full effect throughout the duration of this contract. The Administrator, as satisfaction of the requirements, will submit original certificates of insurance to the City of Miami Beach Risk Manager for approval. Additionally, renewal certificates will be forwarded to the City for any successive year the Administrator' s services are provided. The required coverages are: 1) Professional Liability in the amount of $1, 000, 000 per occurrence, written on an occurrence basis. If the policy is a claims-made type, the policy must have an extended reporting period of no less than four (4) years. A certified copy of the policy must be provided to the City. 2) Crime/Fidelity/Employee Dishonesty Bond in the amount of $1, 000, 000 to cover loss of plan funds due to theft, disappearance or dishonesty by the Administrator' s employees. All insurance policies and bonds are to be issued by companies licensed and authorized to do business in the State of Florida and having a rating of at least B+VI per Best' s Rating Guide, latest edition. All policies are to contain first dollar coverage. Any alternate insurance coverage will be subject to the prior approval of the City of Miami Beach Risk Manager. J. Amendment. This Second Amended and Restated Agreement may be amended in writing from time to time by the mutual consent of the parties, which amendment shall be attached hereto and made a part of this Agreement. Any amendment to this Second Amended and Restated Agreement shall require the same formalities as were used for its adoption. This Second Amended and Restated Agreement shall supersede the Agreement and the Amended Agreement. 5 • K. Governing Law. This Second Amended and Restated Agreement shall be governed by and construed according to the laws of the State of Florida. The Administrator shall comply with all applicable Federal, State of Florida, Dade County and City of Miami Beach laws, rules and regulations pertaining to deferred compensation, including, without limitation, City of Miami Beach Ordinance No. 83-2398, as may be amended from time to time. L. Venue. Any legal proceedings arising by virtue of this Agreement shall be in Dade County, Florida. M. Assignments Prohibited. The Administrator shall not assign, sell, pledge, convey or otherwise transfer its interest pursuant to this Agreement, unless previously authorized by the City Commission. N. City Manager. The City Manager shall be the administrator and manager of the Employer' s responsibilities and procedures which will arise by virtue of this Second Amended and Restated Agreement. The City Manager, in his professional discretion, may designate assistant administrators and/or managers of the Deferred Compensation Program adopted by the Employer herein. Any matter pertaining to this Second Amended and Restated Agreement which is not expressly set forth herein shall be with the reasonable discretion of the City Manager. 6 IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date and the year first written above. ADMINISTRATORS INTANGIBLE MARRETIN(3, INC. By Attest: President 6re Regi4a Agent H.C. COPELAND & ASSOCIATES, INC. By . -1\ el4?ulto Attest: President 1(2( Secre�ry H.C. & A3SOCIATEB EQUITIES, INC. Attest: President a4fJ9i Secr ry EMPLOYER: CITY OF MIAMI BEA H By A0111611Lag AMEALumn Attest: ayor City Clerk FORM APPROVED LEGAL DEPARTMENT By: Date: ,745:///,° legal: 2 ORIGINAL RESOLUTION NO. 90-20070 Authorizing the Mayor and the City Clerk to execute a second amended and restated agreement between the City of Miami Beach (hereinafter referred to as "Employer" of "City") and Intangible Marketing, Inc. , and its affiliate corporations, H.C. Copeland & Associates, Inc. , and H.C. Copeland and Associates Equities, Inc. , (hereinafter collectively referred to as "Administrator") .