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AGREEMENT FOR SECTION 457 DEFERRED COMPENSATION PLAN CONSULTING SERVICES THIS AGREEMENT, made and entered into this day of 2009, in the City of Missoula, County of Missoula, State of Montana, by and between the City of Missoula, a municipal corporation under the laws of the State of Montana (hereinafter referred to as "City") and Arnerich Massena & Associates, Inc., 2045 Martin Luther King Blvd., Portland, Oregon 97212, an Oregon corporation and a registered investment adviser (hereinafter referred to as "Consultant"). WITNESSETH For and in consideration of the mutual promises and agreements set forth herein, the City and Consultant mutually stipulate and agree to the following provisions: I. PROFESSIONAL SERVICES CONTRACT WITH CITY The City hereby agrees to retain the professional services of Consultant pursuant to the terms and provisions of this Agreement, and Consultant agrees to perform the professional services identified pursuant to the terms and provisions of this Agreement in a competent, professional, and acceptable manner. II. SCOPE OF PROFESSIONAL SERVICES Consultant hereby agrees to perform the following in relation to the City's Section 457 Deferred Compensation Plan: A. Design and coordinate Request for Proposal (RFP) for services as outlined and discussed with Client’s Committee. B. Create RFP response summary report, including detailed analysis of each respondent. C. Assist Client with the interviewing and selection of provider(s). D. Assist Client in the review of contract terms, including plan services and pricing in coordination with Client’s counsel. Sample Timetable: TASK RESPONSIBLE PARTY(IES) APPROXIMATE TIME FRAME Send data request and vendor candidate list to Client Arnerich Massena August 24, 2009 Send draft RFP for review and approval Arnerich Massena August 24, 2009 Finalize and approve RFP document Client August 31, 2009 ---PAGE BREAK--- TASK RESPONSIBLE PARTY(IES) APPROXIMATE TIME FRAME RFP sent to vendor candidates Arnerich Massena September 2, 2009 Proposals due Vendor Candidates September 23, 2009 Evaluation of proposals, preparation of report summarizing vendor responses Arnerich Massena October 9, 2009 Review of recordkeeper (RK) evaluation report; identification of finalists Client / Arnerich Massena October 14, 2009 Finalist interviews, reference checking complete Finalist candidates/ Client / Arnerich Massena November 2, 2009 Provider selection Client November 2, 2009 ---PAGE BREAK--- Consultant's proposal of May, 2009 and the City of Missoula's Request for Proposal document are incorporated into this agreement by reference and a copy of each is attached as exhibits numbered one and two. III. PAYMENT FOR SERVICES The parties hereto mutually agree that the total costs for acceptable performance of all professional services of Arnerich Massena & Associates, Inc. (Consultant) pursuant to this agreement shall be a sum not to exceed $20,000: PROJECT TIMELINE AND PAYMENT SCHEDULE Milestone Number Description of Work or Deliverable Payment Amount Approximate Invoice Date 1. RFP distribution $5,000 September 1, 2009 2. RFP evaluation report $10,000 October 1, 2009 3. Finalist interviews and/or provider selection $4,000 November 1, 2009 4. Contract review assistance $1,000 December 1, 2009 No invoice shall include Federal excise tax, since the City is exempt therefore and will furnish certificates of exemptions as needed. IV. MODIFICATION AND WAIVER This Agreement may not be modified, altered, or changed except pursuant to a written agreement signed by the parties hereto. A waiver of any term or condition of this Agreement or of any breach of this Agreement shall not be deemed a waiver of any other term or condition of this Agreement or any part hereof or of any later breach of the Agreement. Any waiver must be in writing. V. LICENSE TO DO BUSINESS Contractors, subcontractors, subgrantees, and other firms doing business with the City of Missoula or any agency connected with the City of Missoula must obtain or have a valid City of Missoula business license and must comply with applicable business regulation ordinances. No payments shall be made by the City pursuant to this Agreement until a valid City business license has been obtained. Consultant shall continue to retain a valid City business license during the term of this ---PAGE BREAK--- Agreement or the City has the right to withhold payments until such time as a valid City business license is acquired by Consultant. VI. AFFIRMATIVE ACTION POLICY Contractors, subcontractors, subgrantees, and other firms doing business with the City of Missoula or any agency connected with the City of Missoula shall be in compliance with Federal and State regulations regarding affirmative action programs and veterans preference, including but not limited to the provision of Title 49, M.C.A., or forfeit the right to continue such business dealings. VII. NON-DISCRIMINATION Consultant agrees to comply with all relevant federal equal employment opportunity (EEO) regulations, including the Americans with Disabilities Act. Furthermore, Consultant agrees that any and all hiring by them related to this Agreement shall be on the basis of merit and qualifications and there shall be no discrimination on the basis of race, color, religious creed, political ideas, gender, age, marital status, physical or mental handicap, national origin or ancestry, by persons performing this contract. Qualifications mean such abilities as are genuinely related to competent performance of the particular occupational task. VIII. PARTIES RELATIONSHIP The Parties to this contract intend that the Consultant's relationship to the City is that of an independent contractor. Contractor will be solely and entirely responsible for its acts and the acts of its agents, employees and subcontractors during the performance of the contract. IX. EVIDENCE OF WORKERS' COMPENSATION COVERAGE Consultant hereby certifies that Arnerich Massena & Associates, Inc. is covered by a Workers' Compensation insurance program that is valid in the State of Montana and that the City has no liability for Consultant's workers' compensation insurance or claims. Consultant shall provide evidence of such coverage to the City Clerk prior to the City Clerk's validation of this agreement. Consultant agrees to maintain worker's compensation coverage during the period of this Agreement. X. LIABILITY INSURANCE Consultant hereby certifies that it has and shall maintain during the time period of this Agreement, liability insurance in the minimum amount of $1,000,000 per occurrence that includes liability for accidents occurring during delivery or at the delivery site that are attributable to the Consultant or its agents' conduct. ---PAGE BREAK--- XI. ERRORS AND OMISSIONS INSURANCE Consultant hereby agrees to obtain and/or maintain professional errors and omissions insurance of $750,000 per claim and $1,000,000 per occurrence during the term of this Agreement in order to protect the City of Missoula from damages caused by errors or omissions of Consultant. Consultant shall present a certificate of insurance for errors and omissions coverage to the City Clerk prior to the City Clerk's validation of this agreement. XII. PREVIOUS AGREEMENTS This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and a complete statement of the terms thereof. There are no promises, terms, conditions, or obligations, other than contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either oral or written, between the parties. XIII. TERMINATION PRIOR TO COMPLETION OF CONTRACT Consultant and the City shall both have the ability to terminate this agreement for cause or non-compliance with any of the terms, conditions, and requirements contained herein. Such termination shall come only after first giving a verbal demand for compliance, followed by written demand addressed to the address in Section XIV, Notices. Termination shall be allowed on the tenth City business day following receipt by either party of the other party's written demand, at which time all payment that is outstanding for work product performed to date shall be determined and all work products paid for to date shall be turned over to the City. XIV. NOTICES Any and all notices to the City of Missoula shall be sent to: City of Missoula Attn: Brentt Ramharter 435 Ryman Street Missoula, MT 59802-4297 Any and all notices to Consultant shall be sent to: Arnerich Massena & Associates, Inc. 2045 Martin Luther King Blvd. Portland, Oregon 97212 ---PAGE BREAK--- XV. BINDING EFFECT This agreement shall inure to the benefit of and be binding upon the City and Consultant and their respective successors and assigns. Consultant shall request and receive written approval from the City prior to assigning contracts or services to parties other than Arnerich Massena & Associates, Inc. XVI. SEVERABILITY If a part of this agreement is invalid, all valid parts that are severable from the invalid part remain in effect. If a part of this agreement is invalid in one or more of its applications, the part remains in effect in all valid applications that are severable from the invalid applications. XVII. TERM OF AGREEMENT This agreement shall be in force and effect from August XX, 2009 and remain in place until terminated by either party in accordance with the termination provisions as outlined herein. ---PAGE BREAK--- IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on this day of 2009 in this certificate first hereinabove written. ARNERICH MASSENA & ASSOCIATES. INC. CITY OF MISSOULA Ximena Spicer, COO Mayor John Engen ATTEST: Martha L. Rehbein City Clerk APPROVED AS TO FORM: Jim Nugent City Attorney