CITY OF SAN CLEMENTE
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE. This Agreement is made and entered into this 1st day of February, 2026, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio, San Clemente, California, 92673 ("City") and MILLIMAN, INC., a WASHINGTON CORPORATION, with its principal place of business at 1301 5TH AVE STE 3800, SEATTLE, WA 98101 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS. 2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional DEFINED BENEFIT ADMINISTRATION consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional DEFINED BENEFIT ADMINISTRATION consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional DEFINED BENEFIT ADMINISTRATION consulting services as set forth in this Agreement.
3. TERMS. 3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional DEFINED BENEFIT ADMINISTRATON consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from the COMMENCEMENT DATE to SEPTEMBER 30, 2028, or completed to the satisfaction, unless earlier terminated as provided herein. The City Manager or his or her designee shall have the unilateral option, at his/her sole discretion, to renew this Agreement automatically for no more than TWO additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the Attachment 2
means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.
3.2.2 PERS Eligibility and Employee Payments Indemnification. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or compensation payment that the City may be required to make for work done under this Agreement.
3.2.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.4 Endorsement on PS&E/ Other Data. [Reserved.]
3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. City shall have sixty (60) days after the performance of the Services and Deliverables to perform an audit of the Services and Deliverables to determine whether the Services and Deliverables materially conform to the standards specified in this Agreement prior to acceptance of the Services and Deliverables by the City. If City does not notify Consultant of acceptance of the Services and Deliverables within sixty (60) days, the Services and Deliverables will be deemed to have been accepted.
3.2.6 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence. The key personnel for performance of this Agreement are as follows:
MONICA PAREDES, SENIOR DB CLIENT RELATIONS MANAGER.
3.2.7 City's Representative. The City hereby designates CARA MORIN, HUMAN RESOURCES MANAGER, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").
City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.2.8 Consultant's Representative. Consultant hereby designates STEPHANIE SORENSON, PRINCIPAL AND DB DIRECTOR OF CLIENT RELATIONS, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.9 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.10 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the industry standards generally recognized as being employed by professionals in the same industry. The Services to be performed by Consultant are ministerial in nature and will be performed within the framework of policies, interpretations, rules, practices and procedures made or established by City. Consultant will not have discretionary authority with respect to the management of the plan or the investment of plan assets. It is understood that Consultant is not a "plan administrator" within the meaning of ERISA. Consultant cannot be relied upon to discover errors, irregularities or illegal acts, including fraud or falsifications that may exist in the administration of the plan.
Therefore, Consultant will not be liable for any actions taken, or not taken, as directed by or caused by actions of City, the Plan Administrator, or any other person(s) authorized to provide directions to Consultant. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. The Consultant shall promptly inform the City of any errors, irregularities or illegal acts that it encounters in connection with performing the Services if they are discovered.
3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.12 Safety. [Reserved.]
3.2.13 Insurance
expense all insurance specified in Exhibit attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the substantially the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed FORTY-FIVE THOUSAND DOLLARS ($45,000) ANNUALLY AT THE SERVICE without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless previously authorized in writing by City, or included in Exhibit "D" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to
3.3.6 Labor Code Requirements. Consultant shall comply with all applicable labor related laws and regulations.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement . All such Records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make copies of such Records pursuant to this Agreement. Consultant shall allow inspection of all Records for a period of four (4) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. Either party may, by written notice to the other party, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to the other party of such termination, and specifying the effective date thereof, at least ninety (90) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been rendered to City up to the termination date, and Consultant shall be entitled to no further compensation.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Deliverables and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within one hundred and twenty (120) days of the request. Notwithstanding anything herein to the contrary, Consultant makes no express or implied warranty and shall have no liability of any form whatsoever with respect to any draft or unfinished deliverable delivered to the City following a termination. The City shall indemnify and hold harmless Consultant from all loss, claims, damages, liability and expense arising out of the City deliverable.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: MILLIMAN, INC.
1301 5TH AVE STE 3800
SEATTLE, WA 98101
ATTN: STEPHANIE SORENSON, PRINCIPAL AND DB
DIRECTOR OF CLIENT RELATIONS
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and CARA MORIN,
HUMAN RESOURCES MANAGER
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Deliverables; Licensing of Intellectual Property. All final deliverable items as set forth in Exhibit A assembled or prepared by Consultant and furnished to City in connection with this Agreement ("Deliverables") shall be the property of City, except as otherwise limited herein. Copies of said documents may be retained by Consultant, but shall not be made available by Consultant to any individual or organization without the prior written approval of City. Any use of completed documents for projects other than that covered by this Agreement and/or any use of uncompleted documents without specific written authorization from Consultant will be at City's sole risk and without liability or legal exposure to Consultant.
Consultant will retain all rights, title and interest to all technical or internal designs, methods, ideas, concepts, know-how, techniques, generic documents and templates that have been developed previously by Consultant or developed during the course of the provision of the Services. Such rights and ownership will not extend to or include all or any part of City's proprietary data. To the extent that Consultant may include in the materials any Consultant proprietary information or other protected Consultant materials, Consultant agrees that City will be deemed to have a fully paid up license to make copies of the Consultant-owned materials as part of this engagement for its internal business purposes, provided that such materials cannot be modified or distributed outside City without the written permission of Consultant or except as otherwise permitted herein.
Deliverables are prepared solely for the internal business use of City. Deliverables may not be provided to third parties without Consultant's prior written consent, which consent may be conditioned on execution by the third party of Consultant' s standard Third Party Release Agreement unless the release is required by law or order; provided, however, City may share Deliverables with its parent or affiliates, but only if either (a) the City has the full power and authority to bind such parent or affiliate to the terms of this agreement and does bind such affiliate to the terms, or (b) the parent or affiliate acknowledges in writing that Deliverables are subject to certain limitations and restrictions contained in this Agreement and that the parent or affiliate acquires no greater rights than are possessed by City under this Agreement. Consultant does not intend to benefit any third-party recipient of Deliverables or create any legal duty from Consultant to a third party even if Consultant consents to the release of Deliverables to such third party.
Consultant hereby consents to the distribution of Deliverables to the City's auditor, as long as the work product is distributed in its entirety. In the event that any audit reveals any error or inaccuracy in the data underlying the Deliverables, Consultant requests that the auditor notify Consultant as soon as possible. Deliverables may include the preparation of certain government forms. Consultant consents to the release of these forms to the applicable agency. Any additional release of any Deliverables by City requires prior written consent by Consultant unless such release is required by law or order.
3.5.3.2 Confidentiality. Consultant acknowledges that all data with respect to the City provided by City or obtained by Consultant pursuant to this Agreement will be and remain the property of City. Upon City's request at any time or times while this Agreement is in effect, and to the extent that all plan fees are current, Consultant will deliver to City all data in an electronic format. Consultant will have no obligation to determine whether data received is inaccurate or incomplete, but will notify City of any inaccuracies or incompleteness discovered by Consultant. Consultant cannot warrant the correctness of data supplied by City, the Plan Administrator or third parties, nor can Consultant be responsible for the failure of City, the Plan Administrator, or any third party to provide data in a timely manner. For any in-scope services that Consultant performs, but must perform using City Data that is incomplete and requires City intervention, Consultant will assess fees for such work using standard hourly rates as set forth on Exhibit D. Except as required by law, Consultant agrees to treat City's data in a confidential manner. Consultant will inform its employees of the confidential nature of such data and will instruct them not to disclose any such data to any non-Consultant-affiliated third party whatsoever without City's expressed approval in writing, except as may be necessary in connection with the provision of Services or as may be required by law. This provision survives the termination of this Agreement. Notice will be provided in writing to City prior to disclosure to any third party.
3.5.3.3 Confidential Information. The City shall refrain from releasing determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification.
3.5.6.1 Consultant shall defend (with counsel reasonably acceptable to the City), indemnify and hold the City, its directors, officials, officers, employees, and agents free and harmless from any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to tangible property or persons, including wrongful death, in any manner that arise out of, pertaining to, or relate to any alleged grossly negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project under this Agreement, including without limitation the payment of all damages, expert witness fees and reasonable fees and other related costs and expenses.
if any, received by Consultant, the City, its officials, officers, employees, or agents, or volunteers.
3.5.6.2 [Reserved.]
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.5.8 Governing Law and Disputes. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. Consultant waives any rights that it may have under Code of Civil Procedure section 394. In the event of any dispute arising under this Agreement, the parties agree that the dispute will be resolved by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place before a panel of three arbitrators. Within 30 days of the commencement of the arbitration, each party shall designate in writing a single neutral and independent arbitrator. The two arbitrators designated by the parties shall then select a third arbitrator. The arbitrators shall have a background in either insurance, actuarial science or law.
The arbitrators shall have the authority to permit limited discovery, including depositions, prior to the arbitration hearing, and such discovery shall be conducted consistent with the Federal Rules of Civil Procedure. The arbitrators shall have no power or authority to award punitive or exemplary damages. Any award made may be confirmed in any court having jurisdiction. Any arbitration shall be confidential, and except as required by law, neither party may disclose the content or results of any arbitration hereunder without the prior written consent of the other parties, except that disclosure is permitted to a party's auditors and legal advisors.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City, state and federal grant requirements and related programs, policies and guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Limitation of Liability. Consultant's obligations under this Agreement will be limited to providing the services contained herein. Consultant will have no responsibility for any acts or omissions that occurred prior to the effective date of this Agreement. Consultant will not be liable for the accuracy, completeness, timeliness or correct sequencing of information obtained from generally accepted sources external to Consultant that in tum are used to create values reported to City or its plan participants.
Consultant will perform all services in accordance with applicable professional standards. The total liability of Consultant, its officers, directors, agents and employees to City shall not exceed five million dollars ($5,000,000) in the aggregate. This limit applies regardless of the theory of law under which a claim is brought, including negligence, tort, contract or otherwise. In no event will Consultant be liable for lost profits of City or any other type of incidental or consequential damages.
Consultant will perform the Defined Benefit Administration Services, which are described in Exhibit A in accordance with all plan specifications and procedures that have been documented and mutually agreed upon between Consultant and City ("Documented Plan Specifications"). To the extent that any errors are the result of circumstances outside of the Documented Plan Specifications, Consultant will not be liable to City, the plan or its participants.
The foregoing limitations will not apply in the event of Consultant's breach of a fiduciary duty under ERISA should any fiduciary duty apply to Consultant, gross negligence, intentional fraud, or willful misconduct.
3.5.23 Recovery of Overpayments. In the event of an overpayment to a participant in the plan, City agrees to take all reasonable steps to recover the overpayment, and Consultant will have no liability with respect to any overpayment which could have been recovered through reasonable efforts by City. Consultant will assist City in seeking such restitution by drafting letters that City can send out on its letterhead, by providing historical data and backup information as needed by City in seeking recovery, and any other support requested by City in seeking this restitution. If the overpayment is due to an error for which Consultant is not liable, as described in Section 3.5.22 above, then such additional costs incurred by Consultant will be reimbursed by City.
3.5.24 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written notice to the City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.
CITY OF SAN CLEMENTE
By:
Andy Hall, City Manager
ATTEST: Dated:
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
Elizabeth A. Mitchell, City Attorney
APPROVED AS TO AVAILABILITY
OF FUNDING:
Finance Authorization
MILLIMAN, INC, A WASHINGTON
CORPORATION
By:
Karen Beckham, Principal
Dated:
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the to the Full Administration Services for the City of San legacy employee retirement plan including.
All data (participant and financial) gathering, processing, storage, and transmission; Dissemination of related annual notices to participants; Preparation of all required federal and state paperwork and reports to ensure regulatory requirements are met;
Providing annual defined benefit valuation data to plan actuary; All benefit estimates, calculations and forms;
Reconciliation of retiree payment register;
QDRO qualification and distribution;
Electronic and telephonic participant access to administrative staff.
Administration Outsourcing Service dated August 18, 2025 and incorporated herein by this reference.
EXHIBIT "B"
SCHEDULE OF SERVICES
Consultant shall diligently perform the Services to the satisfaction according to the following timetable, which may be revised by the City:
Consultant shall diligently perform the Services to the satisfaction according to the timeframe(s) requested by the City within the term of the Agreement and shall meet all established schedules and deadlines.
COMPENSATION INSURANCE CERTIFICATION
INSURANCE REQUIREMENTS
3.2.12 Insurance.
3.2.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section.
3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional limits of not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Covered professional services shall specifically include all work to be performed under the Agreement.. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
(E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, and agents shall be listed as additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced to the extent the Consultant is in breach of its obligations under this Agreement until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced to the extent the Consultant is in breach of its obligations under this Agreement until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced to the extent the Consultant is in breach of its obligations under this Agreement until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must on behalf
3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced to the extent the Consultant is in breach of its obligations under this Agreement until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, or agents shall not contribute with this primary insurance with respect to liabilities of the Consultant. Policies shall contain or be endorsed to contain such provisions.
3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance 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 hereby waives its own right of recovery against the City, its officials, officers, employees, and agents, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.2.12.8 Evidence of Insurance. The Consultant shall make certified copies of required policies available for review at a local office of the Consultant upon City request in connection with a claim or dispute and original certificates to the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced to the extent the Consultant is in breach of its obligations under this Agreement and not replaced so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage to the extent the Consultant is in breach of its obligations under this Agreement, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.12.9 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City may cancel this Agreement effective upon notice.
3.2.12.10 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.12.11 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.12.12 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.2.12.13 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
$40,440
$40,440
System Fee $3,370 1
Total Fees
Estimated
Monthly Unit Cost Assumed Units Annual Fee
COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant for actual work performed at the following fees and rates:
RETIREMENT PLAN ADMINISTRATION SYSTEM (RPAS) OUTSOURCED ADMINISTRATION Service Highlights
Pension implementation/conversion Services
Pension administrative services
Benefit calculations
Payee administrative services coordination with
trustee
Pension website (retires) and call center access
Data Storage
Manual Calculations $500 per calculation
Additionally, any
calculations that require in-depth research, such as prior plan benefits or prior acquired company benefits not addressed in the current or future plan documents.
QDRO Processing $750 per QDRO assuming our standard language tions order.
Once an order is submitted that it meets the qualification requirements. If an order is determined to be qualified, the account will be marked as subject to a QDRO. All amounts affected by the order will be allocated to the alternate account with appropriate earnings as defined in the order. If an order is determined to be non- qualified, consultant will provide notice of the reasons for the non-determination and a timeline for a submission of a revised order.
Power of Attorney (POA)
Other Consulting
$400 per POA
For any out-of-scope services consultant performs at the request of the Plan Sponsor where a mutually negotiated fee is not requested by Plan Sponsor, consultant will bill for the time it takes to complete such services using the following hourly rate schedule:
ADDITIONAL ADMINISTRATIVE FEES
$450 - $600 $390- $500
$350 - $500 $180 - $400
4938-1090-9318 v1
Out-of-pocket expenses
In addition to the base fee, out-of-pocket charges will be reimbursed for expenses incurred in connection with defined benefit administration services. Out-of-pocket expenses shall include, but are not limited to, the following:
COMPENSATION INSURANCE CERTIFICATION
WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier Aon Risk Services Northeast, Inc.
Policy Number 2671839056
I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, ation
insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING:
UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION
TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION Dated: 01/15/2026
By:
1301 5th Ave STE 3800
Seattle, WA 98101
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