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RESOLUTION 90-19881 RESOLUTION NO. 90-19881 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND THE UNITED STATES CONFERENCE OF MAYORS AND TO EXECUTE SUCH OTHER AGREEMENTS AND DOCUMENTS AS NECESSARY TO IMPLEMENT THE PROGRAM. WHEREAS, in Ordinance No. 83-2398, the City of Miami Beach (the "City") has previously established a Deferred Compensation Plan to be made available to all eligible City employees, elected officials, and independent contractors pursuant to Federal legislation permitting such Plans; and, WHEREAS, the City issued RFP No. 165-88/93 on July 6, 1989 calling for a deferred compensation provider with professional administrator services; and, WHEREAS, the United States Conference of Mayors responded to the RFP with a proposal submitted on its behalf by the Public Employees Benefit Services Corporation; and, WHEREAS, the attached Agreement provides that The United States Conference of Mayors, as Plan Administrator, shall hold harmless and indemnify the City, its appointed and elected officers and participating employees from any loss resulting from The United States Conference of Mayors or its Agent' s failure to perform its duties and services pursuant to the Agreement and Deferred Compensation Plan; and, WHEREAS, the attached Agreement has been recommended by the City Manager and form approved by the City Attorney. 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 Agreement between The United States Conference of Mayors and the City of Miami Beach and to execute all other necessary documents and contracts to implement the program. PASSED and ADOPTED this 17th day of January , 1990 . Vice-Mayor Attest: --::) CityZSLetA;4JjA: itviA*ZCLadke(C-stitvAl'eN Clerk f Form Approved Legal Department Y• Date: /0a EC: lcd Attachment ♦ Maw" Eead -M� ar-, FLORIDA 3 3 1 3 9 * INCORP,ORATEDI*: "VA CA TIONL A ND U. S. A. `CAH 26 OFFICE OF THE CITY MANAGER CITY HALL ROB W.PARKINS 1700 CONVENTION CENTER DRIVE CITY MANAGER TELEPHONE: 673-7010 COMMISSION MEMORANDUM NO. 14 c?O DATE: January 17 , 1990 TO: Mayor Alex Daou• . Members of t - ity Comm' sio J FROM: Rob W. Par' *nsATI , City Manager ..( rati• SUBJECT: APPROVAL OF THE DEFERRED COMPENSATION AGREEMENT FOR CITY OF MIAMI BEACH EMPLOYEES WITH THE UNITED STATES CONFERENCE OF MAYORS (PEBSCO) As a result of proposals submitted in response to RFP 165- 88/93 , the City Commission at its December 6, 1989 meeting authorized the Administration to negotiate an Agreement with The United States Conference of Mayors (PEBSCO) . The Agreement entered into provided that City of Miami Beach Ordinance No. 83-2398 establishing a Deferred Compensation Plan, adopted by the City of Miami Beach Commission on December 21, 1983 , will be adhered to and provide all City employees the necessary protection provided therein. ADMINISTRATION RECOMMENDATION It is the recommendation of the Administration, that the City Commission authorize the Mayor and the City Clerk to execute the attached Agreement between the City of Miami Beach and The United States Conference of Mayors (PEBSCO) and to execute all other necessary agreements and documents to implement the Program. RWP:EC: lcd Attachment I -- AGENDA ITEM �. DATE [ AGREEMENT THIS AGREEMENT, made and entered into this 24th day of January , 1990, by and between THE UNITED STATES CONFERENCE OF MAYORS, a Illinois corporation, with its principal place of business located at 1620 "I" Street, N.W. , Washington, D.C. 20006, and (hereinafter referred to as ”Administrator“) and the CITY OF MIAMI BEACH, a political subdivision of the State of Florida (hereinafter referred to as "Employer”). WHEREAS, in Ordinance No. 83-2398 , the City has previously established a Deferred Compensation Plan (the "Deferred Compensation Plan") ; and, WHEREAS, the Administrator represents itself to be experienced and qualified to counsel, advise, and implement the Deferred Compensation Plan; and, WHEREAS, the Administrator is capable of providing the Employer with the administrative, marketing and service features for the Deferred Compensation Plan; and, WHEREAS, the Employer desires to engage the Administrator as a non-exclusive administrative contractor for the Deferred Compensation Plan and the Administrator desires to provide said services. NOW, THEREFORE, the parties to this 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: A. Appointment. The Employer hereby appoints the Administrator as a non-exclusive administrative contractor for the Deferred Compensation Plan during the term of this Agreement. In discharging its duties under this Agreement, the Administrator shall act as trustee and assume all the fiduciary responsibilities of a trustee. B. Administrator Responsibilities. The Administrator agrees at its expense to do the following, subject to the approval of the Employer: 1. Prepare a written Joinder Agreement; 1 2 . Establish and maintain rules for the administration of the Deferred Compensation Plan; 3 . Coordinate the marketing and servicing activities provided in this Agreement; 4 . Prepare and distribute an informational booklet or brochure to be furnished to all employees explaining and promoting the Deferred Compensation Plan; 5. Provide an adequate number of licensed and trained representatives to explain and then enroll employees who desire to participate in the Deferred Compensation Plan; 6. Cause contributions of employees participating in the Deferred Compensation Plan to be invested in accordance with the Joinder Agreement between the Administrator and employee; 7 . Maintain adequate service and representatives ' capabilities to handle the day-to-day requests of participating employees; 8 . Furnish each participating employee an itemized statement of account on a calendar quarter basis; 9. Furnish the Employer with a detailed accounting as to the Deferred Compensation Plan on a calendar quarter basis, that identifies clearly all costs to employee, total contributions as well as quarterly, total yield as well as quarterly. C. Employer Responsibilities. The Employer agrees at its expense to: 1. Assist the Administrator in the development, implementation and maintenance of the Deferred Compensation Plan; 2 . Arrange for representatives of Administrator to conduct orientation meetings with City employees; 3 . Disseminate from time to time such promotional material as may be provided by Administrator for employee distribution. 4 . Make payroll deductions from participating employees ' compensation as agreed upon and deliver same to companies investing the deductions in investment contracts selected by the Employee; 2 5. Timely provide such information and approvals as required by the Administrator, upon its written request, for the maintenance and promotion of the Deferred Compensation Plan; 6. , Name a City official to act as contact for the Administrator on behalf of the City. 7. Forward to the Administrator, in a manner agreed upon by the parties, the deductions applied to the Deferred Compensation Plan, The United States Conference of Mayors, Deferred Compensation Account, 0938 , 1620 "I" Street, N.W. , Washington, D.C. 20006 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 Agreement. E. Confidentiality. The Administrator shall not sell, bargain, convey, exhibit or otherwise abuse the employee list of the Employer which is, and shall hereafter remain, the proprietary and confidential property of the Employer, to the extent allowed by law. F. Term. The term of this Agreement shall be one (1) year from date hereof. Employer agrees to provide thirty (30) days ' notice to Administrator of unsatisfactory and/or nonconforming performance hereunder. Administrator shall, thereafter, be afforded sixty (60) days within which to cure and/or remedy performance. This Agreement shall automatically terminate upon the failure of the Administrator to effect fully satisfactory performance within sixty (60) days of receipt of such notice. This Agreement may be renewed for successive one-year (1) periods, at the sole discretion of the City Commission, thereafter if written notice is provided by the Employer to the Administrator at least ninety (90) 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 renewal of this Agreement. 3 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 ' (including but not limited to Public Employees Benefit Services Corporation) failure to perform its duties and services pursuant to this Agreement, whether it be in contract or in tort, in law or in equity. 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: The United States Conference of Mayors 1620 "I" Street, N.W. Washington, D.C. 20006 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 4 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 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 Agreement shall require the same formalities as were used for its adoption. K. Governing Law. This 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, or delegate or assign any of its duties and/or responsibilities under this Agreement, unless previously authorized by the City Commission. The City hereby agrees to the designation of Public Employees Benefit Services Corporation to act 5 . as Administrator' s agent in fulfilling certain of the administrative and marketing aspects of this Agreement. The City is relying on the reputation and integrity of the Administrator in entering into this Agreement and will be insecure in the event of any assignment without the City' s consent. 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 Agreement. The City Manager, in his professional discretion, may designate assistant administrators and/or managers of the Deferred Compensation Plan adopted by the Employer herein. Any matter pertaining to this Agreement which is not expressly set forth herein shall be with the reasonable discretion of the City Manager. 0. Termination. In addition to the termination for cause provided for in paragraph F herein, the City shall have the right to terminate this Agreement at the sole convenience of the City, upon thirty (30) days written notice to Administrator. P. Entire Agreement. This Agreement shall constitute the entire Agreement of the parties. Q. Representations of Administrator. The Administrator hereby represents and warrants that all of the information provided to the City in response to RFP No. 165-88/93 is true and correct. Administrator hereby further warrants and represents that all materials provided to City for dissemination to employees, and all verbal presentations to employees shall be true and correct in all material aspects and not misleading in any material way. Administrator understands and agrees that the City is relying on the truth of the foregoing representations in entering into the Agreement. 6 IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date and the year first written above. ADMINISTRATOR: The United States Conference of Mayors By VW, 444 Execut ve Director Attest: cret ry "/' EMPLOYER: CITY OF MIAMI BEACH By Vice-Mayor Attest: EQcL .bt�Clcc.v1 ice'�zwY, .i>1),61City Clerk FORM APPROVED LEGAL DEPARTMENT By 34.e--1 ?,ace..e, Date: /,��f• EC:lcd 7 ORIGINAL RESOLUTION NO. 90-19881 Authorizing the Mayor and the City Clerk to execute the agreement between the C.M.R. and the United States Conference of Mayors and to execute such other agree- ments and documents as necessary to im- plement the program.