HomeMy WebLinkAboutContracts & Agreements_120-2013_CCv0001.pdf AGREEMENT TO PERFORM GASB 45 ACTUARIAL VALUATION SERVICES
This agreement for actuarial consulting services("Agreement") is made and entered in
this 25th day of June, 2013 ("Effective Date"), by and between the City of Redlands,a
municipal corporation("City)"and Actuarial and Financial Consulting("Consultant"). City and
Consultant are sometimes individually referred to herein as a"Party" and,together, as the
"Parties.'$In consideration of the mutual promises contained herein, City and Consultant agree as
follows-
ARTICLE 1 -- ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform an actuarial review of the City of Redlands'
post-employment benefits package,providing an estimate of the outstanding and future
liabilities associated with providing its post-employment benefit package, in accordance
with GASB 45 for the Citv*s Fiscal Year 2012-2013 Comprehensive Annual Financial
Report(the"Services").
1.2 The Services shall be performed by Consultant in a professional manner,and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2— SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A,"entitled"Scope of Services,"which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of the Services.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
12 City designates Tina T. Kundig, Finance Director, as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions,receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4—PERFORMNIN'CE OF SERVICES
4.1 Consultant shall perform and complete the, Services in a prompt and diligent manner.
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4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City,consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall be paid on an
all-inclusive not to exceed amount of fourteen thousand nine hundred dollars($14,900),
with any mutually agreed upon additional work beyond the scope of services provided
herein,based upon the fee proposal and hourly rate shown in Exhibit"B,"entitled
"Fee/Cost Proposal," attached hereto and incorporated herein by this reference.
Notwithstanding the foregoing,the total amount of compensation that may be paid to
Consultant for both the Services and any additional work beyond the scope of services
shall not exceed thirty thousand dollars ($30,000).
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed,the dates the Services were performed, and the number of hours
spent and by whom. City shall pay Consultant no later than thirty (30)days after receipt
and approval by City of Consultant's invoice,provided the Services reflected in the
invoice were performed to the reasonable satisfaction of City in accordance with the
terms of this Agreement.
5.3 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail
should be addressed as follows:
City Consultant
Tina T. Kundig Marvin J. Paull
Finance Director Principal
City of Redlands Actuarial & Financial Consulting Services
35 Cajon Street, Suite 15A 23905 Clinton Keith Road,#114 -241
Redlands,CA 92373 Wildomar, CA 92595
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices
and payments are to be given by giving notice pursuant to this section.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services. Insurance policies shall include a provision
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prohibiting cancellation or modification of the policy except upon thirty(30)days prior
written notice to City.
6.2 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
6.3 Consultant shall have business auto liability coverage, with minimum limit-.of One
Million Dollars($1,000,000)per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services,hired and non-owned
vehicles,and employee non-ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.4 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability,including
attorneys' fees,to the extent arising from injury or death to persons or damage to
property occasioned by any negligent act or omission by, or the willful conduct of,
Consultant,and its officers, employees and agents in performing the Services. Consultant
is not responsible for the accuracy or omission of any census data or the accuracy of the
benefit plans' descriptions provided by the City.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant finther covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate is
(i} the making or any City govermnental decisions regarding approval of a
rate,rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements-,
(iii) authoring City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to
which City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
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(vi) adopting, or granting City approval of policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity,,participate in making
a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of interest Code under Government Code section 87')02.
73 In the event City officially determines that Consultant must disclose its financial
interests,Consultant shall complete and file a Fair Political Practices Commission Form
700, State of Economic Interests with the City Clerks' office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the to or
conditions of this Agreement the prevailing Party shall, in addition to any costs
and other relief. be entitled to the recovery of its reasonable attorneys' fees,
including fees for the use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written
approval of City and in strict compliance with the terms, and conditions of this
Agreement.
8.3 All documents, records, electronic data files, databases, and other documents
developed by Consultant in connection with its performance of the Services, and
any copyright interest in such documents, shall become the property of City and
shall be delivered to City upon completion of the Services, or upon the request of
City. Any reuse of such documents, and any use of incomplete documents, shall
be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor
and shall perform the Services as an independent contractor. Neither City nor of
its agents shall have control over the conduct of Consultant or Consultant's
employees, except as herein set forth. Consultant shall supply all necessary tools
and instrumentalities required to perform the Services. Assigned personnel
employed by Consultant are for its account only, and in no event shall Consultant
or personnel retained by it be deemed to have been employed by City or engaged
by City for the account of or on behalf of City. Consultant shall have no
authority,express or implied,to act on behalf of City in any capacity whatsoever
as an agent,nor shall Consultant have any authority, express or implied,to bind
City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate
upon completion and acceptance of the Services by City;provided,however this
Agreement may be terminated by City, in its sole discretion,by providing thirty
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(30)days prior written notice to Consultant(delivered by certified mail,return
receipt requested)of City's intent to terminate. If this Agreement is terminated
by City, an adjustment to
Consultant's compensation shall be made,but(1) no amount shall be allowed for
anticipated profit or unperformed Services, and (2) any payment due Consultant at the
time of termination may be adjusted to the extent of any additional costs to City
occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and,within five
(5)days of the date of the termination notice, deliver or otherwise make available to City,
copies(in both hard copy and electronic form, where applicable)of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
perforating the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records
and documents evidencing costs and expenses related to the Services for a period
of three(3)) years, or for any longer period required by law, from the date of final
payment to Consultant pursuant to this Agreement. Such books shall be available
at reasonable times for examination by City at the office of Consultant.
8.7 This Agreement,including the Exhibits incorporated herein by reference,
represents the entire agreement and understanding between the Parties as to the
matters contained herein, and any prior negotiations, written proposals or verbal
agreements relating to such matters are superseded by this Agreement. Except as
otherwise provided for herein, an amendment to this Agreement shall be in
writing,approved by City and signed by City and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
8.9 If one or more of the sentences, clauses,paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this
Agreement and shall not affect, impair or invalidate the remaining sentences,
clauses,paragraphs or sections contained herein, unless to do so would deprive a
Party of a material benefit of its bargain under this Agreement.
8.10 In connection with this Agree Consultant may have access to or be exposed
to information of Cit-,,-that is not generally known to the public, such as
information pertaining to software, data, reporting,pricing, and trade secrets,
which may be designated as confidential or which, under the circumstances
surrounding disclosure, should to be treated as confidential (collectively,
"Confidential Information").
Confidential Information may not be shared with third parties unless such disclosure is to
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Consultant's personnel, including employees, affiliates, agents, and subcontractors, on a
"need-to-know'basis in connection with this Agreement, so long as such personnel have
agreed in writing to treat such Confidential Information under terms at least as restrictive
as those herein. Consultant agrees to take the necessary precautions to maintain the
confidentiality of City's Confidential Information by using at least the same degree of
care as such Party employs with respect to its own Confidential Information of a similar
nature,but in no case less than a commercially reasonable standard of care to maintain
confidentiality. The foregoing shall not apply to information that Consultant can show
through written records (1)was known by it before its receipt from City; (2) is or
becomes public knowledge through no fault of Consultant; or(3) is rightfully received by
Consultant from a third party without a duty of confidentiality. If Consultant is required
by a court or government agency to disclose Confidential Information,Consultant shall,
subject to any specific lawful restrictions, provide advance notice to City before making
such a disclosure. The obligations with respect to Confidential Information shall survive
any termination of the Agreement and continue for five(5) years from the date of
disclosure. All Confidential Information relating to City's technological and
telecommunications systems that is provided by City to Consultant,or which Consultant
obtains as a result of the performance of its Services, shall be held strictly confidential by
Consultant and shall not be used for any purpose other than for Consultant's perfortnance
of the Services under this Agreement . Consultant hereby acknowledges and agrees that
any disclosure or improper use by Consultant of Confidential Information could cause
City substantial damages, and also irreparable injury for which there is not an adequate
remedy at law. Therefore, in the event of any such action, City shall be entitled in
addition to all other remedies which it may have hereunder or at law or in equity,to a
temporary and/or permanent injunction with a decree for specific performance of the
terms hereof without being required to furnish a bond or other security. Jurisdiction in
any action for injunctive relief shall be a court of competent subject matter jurisdiction in
California, with venue in San Bernardino, California.
IN WITNESS WHEREOF, duly authorizes representative of the City and Consultant have signed
in confirmation of this Agreement.
CITY OF DLANDS ACTUARIAL & FINANCIAL CONSULTING
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By: By.
Tina T. Kundig, Finance Direc or Marvin J. Paull, Priwpal
Sam Imin,City Clerk
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Exhibit "A"
Scope of services:
GASB 45 APPROACH& METHODOLOGY
I Review the plan benefits and the census data for any missing or inappropriate
information- Discuss with the City any data issues that need clarification or correction
and alternative plan designs.
2. Discuss and agree upon the actuarial assumptions to be applied in the valuation.
Assumptions include salary increases(if costs are expressed as a percent of payroll),
interest discount,mortality, turnover, retirement ages, etc. Calculations will be
performed using a single basis of assumptions and one Actuarial Cost Method.
3. Perform the actuarial valuation to determine the liabilities,Normal Cost,Annual
Required Contributions(ARC.). actuarial value of plan assets,present value of projected
benefits and reconciliation of Net OPER Obligation during the year. The annual benefit
cost can be determined either as a level dollar amount and or as a level percentage of
payroll. Results for actives and retirees will be shown separately for Police, Fire and
Miscellaneous employees.
4. Summarize results in a report including the actuarial basis. funding method,
assumptions,data used, a one page description of the plan, the ARC,recommendations
for managing the liability, an executive summary and required supplemental information
if needed. Results will be certified and compliant with generally accepted actuarial
principles.
5. Perform requested additional calculations or analysis to reflect benefit plan and or
assumption alternatives if pre-approved by the City. Additional services may include
plan redesign.,policy development, ftmding alternatives, projections,trust options,etc.
6. Presentation of findings and calculations to the City HR or Finance Department and if
requested at a City Council Meeting.
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A-1
Exhibit"B"
FEE/COST PROPOSAL
SERVICE FEE
DESCRIPTION
Scope of Services
AnalysislValuation $14,900
Reports and Final Presentations
Additional Services $285 per hour
Hourly Rate(s)
*The proposed annual total cost is all-inclusive, including travel expenses, and other costs (direct
and indirect)necessary to complete the work specified. Any additional work, as requested by the
City, shall be billed at the proposed hourly rate(s).
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