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HomeMy WebLinkAboutRecordkeeper RFP 05-26-26 The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities. Telecommunications Device for the Deaf (805) 781-7410. Notice Requesting Proposals / Qualified Plan Record-keeping and Administration Services The City of San Luis Obispo is requesting sealed proposals for retirement plan consulting services. All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be required to complete a free registration using BidNet Direct (www.bidnetdirect.com/). All proposals must be received via BidNet Direct by June 12, 2026, at 3:00 p.m., when they will then be opened electronically via BidNet Direct on the proposal end date and time. The preferred method for bid submission is electronic via BidNet Direct. However, if you wish to submit a paper copy, please submit it in a sealed envelope plainly marked “Proposal for Qualified Plan Record- keeping and Administration Services,” to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA, 93401, on or before the deadline above. If you have any questions regarding this RFP, please contact Kate Auslen, Risk and Benefits Manager, City of San Luis Obispo at kauslen@slocity.org by June 5, 2026 at 5:00 p.m. Project packages and additional information may be obtained at the City’s BidNet Direct website at www.BidNetDirect.com. For technical help with BidNet Direct please contact BidNet Direct tech support at 800-835-4603. TABLE OF CONTENTS A. INTRODUCTION......................................................................................................................................... 2 B. SCOPE OF SERVICES .................................................................................................................................. 4 C. MINIMUM REQUIREMENTS ...................................................................................................................... 5 D. PROPOSAL CONTENT ................................................................................................................................ 6 E. GENERAL TERMS AND CONDITIONS ....................................................................................................... 10 G. SPECIAL TERMS AND CONDITIONS ........................................................................................................ 11 H. SERVICE AGREEMENT TERMS ................................................................................................................ 12 I. PROPOSAL EVALUATION, SELECTION AND AWARD SCHEDULE .............................................................. 13 J. PROPOSAL FORM: REFERENCES .............................................................................................................. 14 K. PROPOSAL FORM: STATEMENT OF PAST CONTRACT DISQUALIFICATIONS............................................ 16 L. PROPOSAL FORM: PRICING REQUEST ..................................................................................................... 17 EXHIBIT A: FORM OF AGREEMENT .............................................................................................................. 27 EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES .................................................... 33 -2- A. INTRODUCTION Objective The City of San Luis Obispo (hereinafter “City” or “Plan Sponsor”) is soliciting proposals from qualified Recordkeepers (hereinafter “Firm(s)” or “Respondent(s)”) to provide retirement plan administration, record keeping, education, communications, and related services for the plan types listed below (hereinafter “Plan(s)”). The City’s goal is to provide retirement plan participants with high quality service, education and investment options at a reasonable cost. The City will use the results of this RFP to award a service agreement that will include consolidation of all transferable Plan assets beginning on or about October 1, 2026. The primary goals of this Request for Proposal (hereinafter “RFP”) process include the following: - Enhancing participant retirement outcomes; - Improving participant education and communication; - Improvement in operational efficiencies and automation of the Plan, including routine participant and/or beneficiary requests; - Reducing participant and Plan expenses through high value, low-cost, and transparent fee structures; - A dedicated and proactive service team who can improve plan operations and resolve issues quickly; - Robust and easy-to-use participant and plan sponsor websites, including state-of-the-art educational, savings analysis, and data reporting tools; - Open architecture investment platform without any proprietary fund requirements. Proposals and selection will be completed by the City’s Deferred Compensation Employee Committee, which consists of members from each of the City’s six (6) bargaining units and City staff, in consultation with the City’s Plan Consultant and Fiduciary Investment Advisor (hereinafter “City’s Consultant”). Plan Sponsor Overview The City of San Luis Obispo (hereinafter “City” or “Plan Sponsor”) is nestled on the Central Coast of California, halfway between Los Angeles and San Francisco. With approximately 490 regular employees, the City’s ten departments serve the public in carrying out the policies and programs prioritized by the City Council, and implementing the City's charter and municipal code. The City’s mission statement explains the organization's focus in carrying its responsibilities. Its organizational values guide and inspire the day-to-day operations of the City. The City’s Human Resources department is responsible for administering employee benefits programs, including retirement plans. The City currently has four recordkeepers for its defined contribution and healthcare retirement account (“HRA”) savings plans, and intends to consolidate all assets to a single recordkeeper. Once a recordkeeper is selected, the plan conversion and consolidation process will begin. The City will utilize a consultant to assist in that process, as well as provide ongoing fiduciary support. The City is committed to providing our employees with robust and well-managed retirement savings options, and this assignment will be critical in ensuring our plans remain competitive, compliant, and optimally designed. -3- Plan Sponsor, Service Provider and Payroll information Service Providers Current Recordkeepers Empower, MissionSquare, Nationwide, PARS (serving as a third-party administrator for John Hancock). Plan Consultant and Fiduciary Investment Advisor Shuster Advisory Group, LLC Payroll Information Payroll and HRIS System Oracle Cloud Payroll data processing City payroll staff generates a file that is uploaded to the Recordkeeper portal bi-weekly. HR processes new enrollments and address/beneficiary changes directly with the Recordkeeper via portal or e-mail. -4- Plan statistics and additional information The following is the current breakdown of participants and assets in the City’s Plans, as well as specific information concerning certain termination provisions for products used as of March 31, 2026. B. SCOPE OF SERVICES Respondents should be able to provide industry-leading retirement plan administration, record keeping, education, and related services for the City’s defined contribution and HRA plans. Further detail is provided in the Plan Statistics and Additional information section. Plan Type Participants with a Balance Total Assets Balance Fixed/Stable Value in Total Assets Notes Total 457(b) Plan 459 $50,541,132 $7,356,030 See notes below Record Keeper #1 285 $34,394,264 $5,109,787 Stable Value subject to 12-month Put - effective 4/13/2026 Record Keeper #2 134 $11,769,421 $801,304 Fixed Account subject to 5-year spread pay or MVA at termination - MVA -8.18% as of 3/31/2026 Record Keeper #3 40 $4,377,447 $1,444,939 Entire Account including Fixed Account subject to CDSC - reported as $0 as of 3/31/2026. Fixed Account subject to 6 payments over 5 years at termination - no MVA option. There are currently 15 participants contributing Total 401(a) Plan 100 $3,220,882 $51,569 See notes below Record Keeper #1 2 $252,177 $51,569 Stable Value subject to 12-month Put - effective 4/13/2026 Record Keeper #4 98 $2,968,705 $0 Money Market Fund is utilized for this plan 457 OBRA-PST Plan - Record Keeper #2 2471 242 contributing $1,549,982 $1,549,982 Fixed Account Subject to 5-year spread pay or MVA at termination - MVA -4.01% as of 3/31/2026 * Expectation of new RK is to force out terminated w/ Bal. <$7,000 HRA/RHS - Record Keeper #1 212 $1,831,928 $34,951 Stable Value subject to 12-month Put - effective 4/13/2026 Asset Totals $57,143,923 $8,992,532 -5- C. MINIMUM REQUIREMENTS Plan Sponsor has the following expectations for the successful respondent. 1. Respondents must have a minimum of ten (10) years of experience administering governmental Section 457 deferred compensation plans and must currently provide sole-provider administration to a minimum of twenty (20) Section 457 deferred compensation retirement plans with average assets of at least $50 million each. 2. Any contract or service agreement must stipulate that there will be no front-end charges and/or no back-end charges. In addition, there will be no restrictions or penalties associated with any Plan- or participant-initiated transfers or withdrawals (including contract termination), with the exception of capital preservation (stable value and/or Fixed or General Account) equity wash and/or put provisions. Additionally, proposals are required to “buy-out” any MVA that exists (see the plan chart above). Your proposal must clearly describe the product and process used to “buy-out” the MVA as well as any recovery periods or other product provisions required as part of the “buy-out”, and the initial net rate must be clearly provided. Also note that the Fixed Account for 457(b) Record Keeper #3 will require 6 payments over 5-years and Record Keeper #1’s 12-month Put for all plans was initiated 4/13/2026. 3. The Proposing Firm must accurately and fully disclose all fund expense and revenue sharing arrangements associated with all funds being offered within the Plans. Fixed or General Account products will not be excluded from this requirement. Proposing Firms offering such products must provide an accurate assessment of product expenses and revenue remitted to the Proposing Firm. 4. The Proposing Firm must accurately and fully disclose all expenses and revenue associated with any service made available under the Plans. This includes services such as managed accounts, investment advice, financial planning, and/or self-directed brokerage accounts. 5. The Proposing Firm must agree, under contract, not to sell and/or promote products not directly affiliated with the Plan(s) unless given specific, written authorization by the City to do so. 6. Respondents must commit to providing at least four (4) full days annually of virtual one-on-one sessions, with the ability to provide additional virtual one-on-one sessions upon plan sponsor request. Respondent must also commit to two (2) on-site education days at time of the plan conversion/consolidation. 7. Upon award of the contract, the selected Proposing Firm must be duly qualified to do business in the State of California. 8. The Proposing Firm must be able to transition and continue administration of existing Plan loans and must commit to not charge set up fees on transferred loans. 9. The Proposing Firm must be able to transition and continue administration of existing systematic distributions to participants and must commit to not charge set-up fees (if applicable) on transferred directives. 10. The organization must be able to offer a self-directed brokerage option. -6- 11. The Proposing Firm must be able to accommodate the joint administration of the Plans as applicable and must be able to facilitate appropriate payroll processing, applicable account transfers, and separate recordkeeping for each of the Plans. 12. The Proposing Firm must be willing to have representatives attend Committee meetings one time per year virtually. 13. The Proposing Firm must have knowledge of and comply with all applicable County, State of California and federal regulations regarding governmental retirement plans and investment options. All applicable laws of the City and the State of California, whether substantive or procedural, shall apply to this contract, and all statutory, charter, and ordinance provisions that are applicable to City contracts shall be followed with respect to this contract. It is assumed that, by submitting a response to this RFP, your organization will conform to the Minimum Qualifications and specifications (unless specifically adjusted/waived per written addendum). Proposing Firms must clearly indicate any requests for additions, modifications, or deletions as part of this process. The City will respond to such submittals but does not guarantee any waiving of these minimum requirements. D. PROPOSAL CONTENT Proposals must include the following information: Submittal Forms 1. Cover letter a. Submit a letter on your company letterhead that includes a list of all forms submitted. The letter should be signed by an officer authorized to bind the proposer to all content in the proposal, an affirmative statement that all minimum requirements are met, and shall include the name, address, phone number and e-mail address of the person(s) to contact who will be authorized to represent the proposal. 2. Recordkeeper Profile a. Please provide a record-keeper profile, including: i. Firm name, address, and contact information. (Please designate a single point of contact for purposes of interactions involving this RFP.) ii. Type of firm: individual, partnership, corporation, or other entity. iii. History of the firm, including number of years in existence, number of years providing record-keeping services to public agencies, location of offices, etc. 3. Qualification and Experience Summary a. Please provide an explanation of how you meet each of the minimum qualifications set forth in Section C: Minimum Qualifications. b. Please describe examples of your experience as a recordkeeper for the plan types listed above, and how many years have you been providing recordkeeping services for each plan type. c. Please describe why you believe your firm would be a good fit as the City’s Recordkeeper. d. How many governmental plan transitions has your firm completed from the following record-keepers in the last 24 months: CalPERS, Nationwide, Empower, MSQ, Nationwide, -7- Lincoln and Voya. Please segregate by record-keeper, plan sponsor and combined plan assets of >$50m, $50m-$100m, $100m-$250m, and $250m+. e. How many governmental plan transitions has your firm lost to the following record- keepers in the last 24 months: CalPERS, Nationwide, Empower, MSQ, Lincoln and Voya. by record-keeper, plan sponsor and combined plan assets of >$50m, $50m-$100m, $100m-$250m, and $250m+. f. Please acknowledge whether your proposed services can satisfy each of the following: i. Ability to provide open architecture platforms, websites, phone apps, and service representatives ii. Provide Certified Financial Planning (CFP) services iii. Quarterly onsite in-person visits by a local representative iv. Compliance with all County, State and Federal regulations v. No selling or promoting other record-keeper products unless previously approved by City vi. No plan set-up or termination fees vii. No additional fee for access to all available 40 Act mutual funds viii. Plan level and participant fee transparency and disclosures as if the plans are subject to ERISA ix. Ability to manage small and large plans x. f. Sample login i. Please provide demonstration logins for both the Plan Sponsor website and Participant website. 4. Work Plan a. Plan Sponsor Service team i. Describe how the client service team will be structured for this engagement. ii. Will the client service team be dedicated or pooled? iii. Provide a brief biography for the core team, including role on the service team, role in the firm, industry experience, firm experience, location, and other relevant experience and current and at-capacity caseloads for each member. b. Information or data to be provided by the City. a. Example: When and what type of payroll and HRIS test data is required? c. Information or data to be provided by the Recordkeeper. d. Description of assumptions critical to development of the response which may impact cost or scope. e. Any other information that would assist us in making this contract award decision. 5. Pricing Request Form a. Please complete the pricing request form in its entirety and attach a narrative that clearly identifies the services included in the pricing, well as disclosure of all other services/transactions with additional ER or EE fees clearly identified. b. Please provide pricing based on a bundled, open architecture platform and without an advisor fee. Please do not provide any suggested line-ups other than the options requested below for the stable value/fixed. If a fund in the menu generates institutional revenue to your company, there should be no change in the plan asset charge if the client makes a fund change in the future. -8- c. It is required that there is no determined contract/agreement period with the record keeper. All contracts/agreements must be open-ended with the ability of the City to terminate the contract/agreement with at least 90-days’ notice. d. If there are customization fees, please specify. e. Fee terms. Please provide detail regarding any terms and conditions related to the proposed pricing. i. How long will the quoted fees remain in effect after the initial contract date? ii. How often does your firm typically adjust fees? What is the basis for the adjustment? iii. What contract termination provisions do you typically require? iv. Are there fees associated with converting to another recordkeeper? v. Under what conditions would the quoted fees change (i.e. if there was a significant change to plan design, asset size, etc.)? f. Important Notes to be Reviewed Before Completing Pricing Proposals i. The pricing/fee and credited rates (products) are to be the same for both the 457(b) and 401(a) Plans. It is encouraged to provide a solution for the HRA/RHS and 457 PT-OBRA plans. If you are providing a proposal, the product fees and stability of principal option can be different from what is provided for the 457(b) & 401(a) Plans. Please include an affirmative statement as to whether you are providing a proposal for the HRA/RHS and PT-OBRA plans as part of your response. ii. For all Asset charges with your managed account solution, assume voluntary participant usage only. There can be no default or QDIA for managed accounts. iii. Current Credited Rates provided must be net of management fees and any record keeping revenue retained by you, and gross of your Asset Charge. iv. A Fixed Product Data sheet is included with this RFP to be provided for any stable value/fixed product proposed. If it is not provided or not complete in our opinion, your proposal may not be considered. v. Note that Target Date conversions will not be accepted. f. Additional Fees and Services Please verify your firm can provide all the following services and whether they are covered by the quoted fees or if there are any additional fees per service. Recordkeeping and Administration - Eligibility Tracking - Enrollment Processing - Vesting Tracking - Hardship Processing - In-service Processing - RMD Processing and Communication - Termination distributions (lump sum) - Termination distributions (installment) - Mandatory de minimis distributions - Address maintenance for terminated employees - Beneficiary maintenance - Lost participant services/search - DRO qualification - DRO processing - 1099-Rs -9- Compliance - Plan document restatement at transition - Plan document restatement project outside of transition - Required plan document amendments - Plan Sponsor requested plan document amendments - Summary Plan Description - Limits monitoring - Required employee notifications Participant Support - Participant statements - Core communication materials - Targeted messaging - Education meetings (beyond required) - Participant advice (for non-managed accounts) Plan Sponsor Support - Plan sponsor meeting(s) - Annual plan review meetings Other - Trust / custody services - Fulfillment, postage and handling 6. Certificate of insurance. a. Please provide a certificate of insurance meeting the requirements set forth in the sample Professional Services Agreement in Exhibit B. i. The insurance carrier and its A.M. Best rating. ii. Scope of coverage and limits. iii. Deductibles and self-insured retention. The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are not required until contract award. 7. References from at least three public agencies, preferably California cities that are comparable to the City of San Luis Obispo, for whom you have provided similar services as specified in the RFP. 8. Statement and explanation of any instances in the last five years where your firm or sub- consultant has been removed from a project or disqualified from proposing on a project. 9. Statement and explanation of any instances in the last five years where your firm was required to cancel a consolidation of plans/transfer of plans to your firm. -10- E. GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be submitted electronically via BidNet. However, if you can’t submit electronically in BidNet, please email a copy to the contacts listed in the RFP package, if you can’t email it, please send a copy in a sealed envelope to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the proposal should be clearly labeled with the proposal title, project number, name of bidder, and date and time of proposal opening. No fax submittals will be accepted. 3. Proposal Length. Proposal length should only be as long as required to be responsive to the RFP, including attachments and supplemental materials. 4. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested as the primary submitter in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals. 5. Communications. All requests for information submitted in writing before the submission deadline will receive a written response from the City within five (5) business days. Telephone communications with City staff are not encouraged but will be permitted. However, any such oral communication shall not be binding on the City. 6. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of the Contractor as part of the work or services under these specifications shall become the permanent property of the City and shall be delivered to the City upon demand. 7. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by the Contractor as part of the work or services under these specifications shall be the property of the City and shall not be made available to any individual or organization by the Contractor without the prior written approval of the City. 8. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what the Contractor is required to furnish in limited quantities as part of the work or services under these specifications, the Contractor shall provide such additional copies as are requested, and City shall compensate the Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 9. Required Deliverable Products. The Contractor will be required to provide: -11- a. One electronic submission - digital-ready original .pdf of all final documents. If you wish to file a paper copy, please submit in sealed envelope to the address provided in the RFP. b. Corresponding computer files compatible with the following programs whenever possible unless otherwise directed by the project manager: i. Word Processing: MS Word ii. Spreadsheets: MS Excel c. City staff will review any documents or materials provided by the Contractor and, where necessary, the Contractor will be required to respond to staff comments and make such changes as deemed appropriate. F. CONTRACT AWARD AND EXECUTION 1. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 60 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the “special terms and conditions” in Section C of these specifications for proposal evaluation and contract award criteria. 2. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City deems necessary to make such a decision. 3. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written contract with the City within thirty (30) calendar days after notice of the award. The contract shall be made in the form adopted by the City and incorporated in these specifications. 4. Contract terms and conditions. The City’s contract terms and conditions that Consultant will be expected to execute and be bound by are attached hereto as Exhibit A. G. SPECIAL TERMS AND CONDITIONS 1. Contract Award. The contract will be awarded to the most qualified bidder that, in the City’s sole discretion in accordance with the Proposal Evaluation and Selection criteria set forth herein (if applicable), provides the best proposal. 2. Labor Actions. In the event that the successful proposer is experiencing a labor action at the time of contract award (or if its suppliers or subcontractors are experiencing such a labor action), the City reserves the right to declare said proposer is no longer the most qualified, responsive proposer and to accept the next acceptable proposal from a proposer that is not experiencing a labor action, and to declare it to be the most qualified, responsive proposer. 3. Failure to Accept Contract. The following will occur if the proposer to whom the award is made -12- (Contractor) fails to enter into the contract: the award will be annulled; any bid security will be forfeited in accordance with the special terms and conditions if a proposer's bond or security is required; and an award may be made to the next lowest responsible, responsive proposer who shall fulfill every stipulation as if it were the party to whom the first award was made. 4. Contract Term. The supplies or services identified in this specification will be used by the City for five years. The prices quoted for these items must be valid for the entire period indicated above unless otherwise conditioned by the proposer in its proposal. 5. Contract Extension. The term of the contract may be extended by mutual consent for an additional one-year. 6. Start of Work. Work on this project shall begin immediately after contract execution, otherwise negotiated with City by mutual agreement. 7. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFP package. 8. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any past governmental agency bidding or contract disqualifications on the form provided in the RFP package. H. SERVICE AGREEMENT TERMS The City desires to begin work soon after selecting the preferred respondent. The City’s standard contract terms are set forth in Exhibit A. Respondents should include a copy of their proposed service agreement with their submission, and include the following provisions. Please be advised that consultant’s requested changes to the City’s terms and conditions will be considered by City staff when scoring and determining the competency and responsibility of the proposer. Service Agreement 1. Standard of Care a. Recordkeeping agreement should set forth a standard of care for non-fiduciary services that meets or exceeds industry standards b. Recordkeeper will comply with all applicable laws regarding the services, and maintain any registrations required of the recordkeeper 2. Limitations of Liability / Indemnities a. No dollar amount for limitation of liability b. Indemnity from third party claims applies in the event of recordkeeper’s breach of agreement, negligence, gross negligence, or willful misconduct c. Recordkeeper provides a full indemnity to IP infringement claims relating to recordkeeper’s services 3. Cybersecurity / Data Protection a. Prompt notification will be provided of any security incident involving the plan (in no event later than 72 hours) and recordkeeper will provide appropriate remediation for any cybersecurity incident, such as credit monitoring services at its own costs b. Recordkeeper will notify the city of any security incident or data breach affecting its operations or services regardless of the impact on the city. Timely notification should be provided no later than 30 days with regular status updates until the situation is resolved. -13- c. Vendors hired by recordkeeper are subject to the same cybersecurity/data protection standards as the recordkeeper. d. Participant data will not be sold or used for non-plan purposes (e.g., cross-selling) except to the extent specifically authorized by the agreement or by the employer. e. All Personally Identifiable Information pertaining to data subjects shall be maintained according to the legally required notice provided when the data was collected. Any deviation from this notice requires formal disclosure to and consent from affected data subjects prior to any additional processing of Personally Identifiable Information. f. Representation that recordkeeper is fully compliant with US Department of Labor cybersecurity guidance g. Representation that the services provided will comply with the California Consumer Privacy Rights Act (CPRA) h. Provide Systems and Organization Controls (SOC 2 Type 2) report at least every two years 4. Error Correction a. Recordkeeper will take appropriate steps to correct any errors relating to services in accordance with any applicable IRS, DOL and State of California rules. b. Recordkeeper will notify plan sponsor of any errors that may result in a qualification failure or prohibited transaction and consult with the plan sponsor on correction. 5. Termination a. Termination upon 180 days’ notice by recordkeeper b. Recordkeeper will provide agreed upon services to transition to successor recordkeeper upon termination of the agreement. 6. Notification of Legal Proceedings and Investigations a. Recordkeeper will notify plan sponsor of any litigation or non-routine governmental investigations that may affect the services. 7. Fees a. Any indirect compensation received by Recordkeeper will be credited back to the plan. 8. Insurance a. See exhibit B for minimum insurance requirements provider must be able to meet 9. Other a. Recordkeeper shall not use artificial intelligence to support any automated decision- making related to services or benefits provided to data subjects. Please be advised that requested changes to the City’s terms and conditions will be considered by City staff when scoring and determining the competency and responsibility of the proposer. I. PROPOSAL EVALUATION, SELECTION AND AWARD SCHEDULE 1. Proposal Evaluation and Selection. Proposals will be evaluated by a review committee and evaluated on the following criteria: a. Understanding of the work required by the City. b. Quality, clarity, and responsiveness of the proposal. c. Demonstrated competence and professional qualifications necessary for successfully performing the work required by the City. d. Recent experience in successfully performing similar services. -14- e. Background and experience of the specific individuals managing and assigned to this project. f. Value. g. Potential conflicts of interest. h. References. As reflected above, contract award will not be based solely on price, but on a combination of factors as determined to be in the best interest of the City. After evaluating the proposals and discussing them further with the finalists or the tentatively selected recordkeeper, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation. 2. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: a. Issue RFP 5/27/26 b. Q&A submission deadline 6/5/26 c. Proposal submission deadline 6/12/26 d. Evaluate proposals 6/13/26-6/24/26 e. Notify finalists 6/25/26 f. Finalist Presentations (In Person) 7/16/26 g. Selection 7/20/26-7/31/26 h. Conversion Kick-Off Week of 8/10/2026 J. PROPOSAL FORM: REFERENCES Provide detailed descriptions of three comparable public agencies your firm has worked with. For each, identify the services performed, how they align with the scope outlined in this RFP, the results you achieved, and how the experience demonstrates your firm’s ability to successfully deliver similar services for the City of San Luis Obispo. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome -15- Reference No. 2: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 3 Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome -16- K. PROPOSAL FORM: STATEMENT OF PAST CONTRACT DISQUALIFICATIONS The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of the violation of law, a safety regulation, or for any other reason, including but not limited to financial difficulties, project delays, or disputes regarding work or product quality, and if so to explain the circumstances. ◼ Do you have any disqualification as described in the above paragraph to declare? Yes No ◼ If yes, explain the circumstances. Executed on at _______________________________________ under penalty of perjury of the laws of the State of California, that the foregoing is true and correct. ______________________________________ Signature of Authorized Proposer Representative -17- L. PROPOSAL FORM: PRICING REQUEST Please see pages 18-26 below and use the fillable Microsoft Excel version of the same document included in the bid packet to provide your response. -18- -19- -20- -21- -22- -23- -24- -25- -26- -27- EXHIBIT A: FORM OF AGREEMENT CITY OF SAN LUIS OBISPO PROFESSIONAL SERVICES AGREEMENT This agreement (Agreement) is made and entered into in the City of San Luis Obispo on [DATE], by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and _____________ hereinafter referred to as Contractor (collectively referred to as the “Parties”). WITNESSETH: WHEREAS, on ________, City requested proposals for Retirement Plan Recordkeeping Services (the “Project”); and WHEREAS, the City wants to consolidate its deferred compensation plans to a single recordkeeper (the “Services”); and WHEREAS, Contractor is qualified to perform this type of Services and has submitted a written proposal to do so, which has been accepted by City; and NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the Parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until ______, or upon acceptance and completion of said Services, whichever occurs sooner. 2. INCORPORATION BY REFERENCE. City Request for Proposals for Retirement Plan Consulting Services and Contractor's proposal dated ______ are hereby incorporated in and made a part of this Agreement, attached as Exhibit A. The City’s insurance requirements are hereby incorporated in and made part of this Agreement, attached as Exhibit B. To the extent that there are any conflicts between the Contractor’s fees and scope of work and the City’s terms and conditions as stated herein, the City’s terms and conditions shall prevail unless specifically agreed otherwise in writing signed by both Parties. 3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, and upon receipt of an invoice, City will pay and Contractor shall receive compensation as set forth in Contractor’s proposal and pursuant to the Payment Terms set forth in Exhibit B. 4. CONTRACTOR’S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement including that work as set forth in Exhibit A. 5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 6. LICENSES AND PERMITS. At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the Services described -28- in this Agreement. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Agreement. 7. COMPLIANCE WITH LAW. The Contractor shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by Contractor or in any way affect the performance of the Services pursuant to this Agreement. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. 8. COMPLIANCE WITH INDUSTRY STANDARD. Contractor shall provide services acceptable to City in strict conformance with the Agreement. Contractor shall also provide in accordance with the standards customarily called for under this Agreement using the degree of care and skill ordinarily exercised by reputable providers of such services. Where approval by the City, the City Manager, the Mayor, or other representative of City is required, it is understood to be general approval only and does not relieve Contractor of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. c. Contractor/Contractor’s duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.” -29- 10. PRESERVATION OF CITY PROPERTY. The Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from Contractor’s operations, it shall be replaced or restored at Contractor’s expense. The City’s facilities shall be replaced or restored to a condition as good as when the Contractor began the work. 11. IMMIGRATION ACT OF 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of the Services that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the Services hereunder. 12. NON-DISCRIMINATION. In the performance of the Services, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 13. INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and Contractor shall furnish City with every reasonable opportunity and assistance required for City to ascertain that the Services of the Contractor are being performed in accordance with the requirements and intentions of this Agreement. All work done, and all materials furnished, if any, shall be subject to the City’s inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations under the Agreement. 14. RELEASE OF INFORMATION. a. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents, or subcontractors, shall not, without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Contractor is prohibited by law from informing the City of such Discovery. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless City is a party to the lawsuit, arbitration, or administrative proceeding and is averse to Contractor in such proceeding, Contractor agrees to cooperate fully with City and to provide the opportunity to review any response to Discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 15. OWNERSHIP OF DOCUMENTS. -30- a. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of the Services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services under this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Contractor hereby grants to City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Contractor in the course of providing the Services under this Agreement. 16. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s performance or Contractor’s failure to perform its obligations under this Agreement or out of the operations conducted by Contractor, including the City’s passive negligence, except for such loss or damage arising from the sole or active negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees the ir costs of defense, including reasonable legal fees, incurred in defense of such claims. The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section survives the completion of the services or the termination of this contract. The provisions of this section are not limited by and do not affect the provisions of this contract relating to insurance. Contractor’s indemnification obligations under this section extend to any claims arising out of or related to the negligence, recklessness, or willful misconduct of any sub-Contractors/ subcontractors. -31- 17. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least thirty (30) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 14. 18. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a ten (10) calendar day notice of time thereafter in which to perform said work or cure the deficiency. a. If the Contractor has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of the Agreement and the City may terminate the Agreement immediately by written notice to the Contractor to said effect (“Notice of Termination”). Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the Agreement except to comply with the obligations upon termination. b. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City’s Notice of Termination, minus any offset from such payment representing the City’s damages from such breach. “Reasonable value” includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work or services performed or provided by the Contractor shall be based solely on the City’s assessment of the value of the work-in-progress in completing the overall scope. c. The City reserves the right to delay such payment until completion or confirmed abandonment of the project, as may be determined in the City’s sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the not to exceed amount shown in this Agreement. 19. INSURANCE. Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and made part of this Agreement. 20. BUSINESS LICENSE & TAX. The Contractor must have a valid City of San Luis Obispo business license & tax certificate before execution of the contract. Additional information regarding the City’s business tax program may be obtained by calling (805) 781-7134. 21. SAFETY PROVISIONS. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. -32- 22. UNDUE INFLUENCE. Contractor declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 23. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. a. As required above, before retaining or contracting with any subcontractor for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Contractor shall provide City with the identity of the proposed subcontractor, a copy of the proposed written contract between Contractor and such subcontractor, which shall include an indemnity provision similar to the one provided herein and identifying City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subcontractor carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance. 24. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the appropriate review authority according to the City’s Financial Management Manual. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized by the City in advance and in writing. 25. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete Agreement between the Parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or representation be binding upon the Parties hereto. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 26. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) United States Mail, certified, postage prepaid, return receipt requested. All such notices shall be delivered to the addressee or addressed as set forth below: To City: City of San Luis Obispo 990 Palm St, San Luis Obispo, CA 93401 Attention: Human Resources To Contractor: [Name] -33- [Mailing Address] 27. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 28. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written. CITY CONTRACTOR _______________________________ By: [Name] Its: [Title of City Manager or Department Head] _______________________________ By: [Name] Its: [Title] APPROVED AS TO FORM: _______________________________ By: J. Christine Dietrick, City Attorney EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Without limiting CONSULTANT’s indemnification of CITY, and prior to commencement of Work, CONSULTANT shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below, and in a form satisfactory to CITY. General liability insurance. CONSULTANT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement -34- restricting standard ISO “insured contract” language will not be accepted. Professional liability (errors & omissions) insurance. CONSULTANT shall maintain professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this AGREEMENT. Workers’ compensation insurance. CONSULTANT shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONSULTANT shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers. Proof of insurance. CONSULTANT shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONSULTANT, his agents, representatives, employees or subconsultants. Primary/noncontributing. Coverage provided by CONSULTANT shall be primary and any insurance or self- insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured. CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT -35- hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONSULTANT of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONSULTANT ma intains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Notice of cancellation. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. -36- Timely notice of claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements affecting general liability coverage. All endorsements are to be received and approved by the City before work commences.