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HomeMy WebLinkAboutCC Resolution 13590 (GASB 45; Bartel Associates)F,� RESOLUTION NO. 13590 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BARTEL ASSOCIATES, LLC FOR ACTUARIAL CONSULTING SERVICES RELATED TO A GASB 45 VALUATION WHEREAS, GASB 45 establishes standards for accounting and financial reporting of "Other Post Employment Benefits" (OPEBs) and requires each public agency to engage a certified actuary to calculate several actuarial measures estimating the current and future costs and liabilities of an agency's OPEBs; and WHEREAS, the City has contracted with Bartel Associates, LLC in the past for actuarial services related to GASB 45; and WHEREAS, the City would like to contract with Bartel Associates, LLC to provide actuarial services for a June 30, 2013 GASB 45 valuation of the City's retiree healthcare plan. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael hereby approves and authorizes the City Manager to execute an Agreement with Bartel Associates, LLC for actuarial consulting services related to a GASB 45 valuation, a copy of which is on file with the City Clerk. I, Esther C. Beirne, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and replarly introduced and adopted at a regular meeting of the San Rafael City Council held on the 19t day of August 2013, by the following vote to wit: AYES: Councilmembers: Colin, Connolly, Heller, McCullough & Mayor Phillips NOES: Councilmembers: None ABSENT: Councilmembers: None ESTHER C. BEIRNE, City Clerk AGREEMENT WITH BARTEL ASSOCIATES, LLC FOR ACTUARIAL CONSULTING SERVICES RELATED TO A GASB 45 VALUATION This Agreement is made and entered into this day of August 2013, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and BARTEL ASSOCIATES, LLC (hereinafter "CONTRACTOR"). AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. The City Manager shall be the representative of the CITY for all purposes under this Agreement and ANIL COMELO, the Human Resources Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement. for CONTRACTOR. DOUG PRYOR is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as further provided in the proposal attached hereto as Exhibit "A", including: A. Prepare a GASB 45 valuation of the CITY's retiree healthcare plan as of June 30, 2013. B. Provide basic information for one or more pension and retiree health reform concepts. C. Other data analysis as requested by the CITY 3. DUTIES OF CITY. CITY shall provide input from the PROJECT MANAGER as to the Data Requirements outlined in Exhibit "A". CITY staff shall provide cooperation and information as reasonably required to assist CONTRACTOR perform the services and duties required under this agreement and shall compensate CONTRACTOR pursuant to the provisions of section 4, below. 4. COMPENSATION. For the CONTRACTOR's full performance of the duties and services described herein, CITY shall pay CONTRACTOR a professional services fee in an amount not to exceed 522,500 for a GASB -45 valuation, and a fee not to exceed $8,000 for additional consulting services related to this project as needed. These fees are based on the hourly rates as outlined in Attachment "A" which include provisions for miscellaneous expenses (travel, telephone, copying, etc.). The total amount of this agreement, including additional services, shall not exceed $301,500.00. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. Version 2-15-11 5. TERM OF AGREEMENT. The term of this Agreement shall be from the execution of this Agreement until CONTRACTOR's completion of performance of all duties and services under this Agreement, or December 31, 2013, whichever is earlier. The City Manager may extend the contract term, as needed, but no more than an additional calendar year. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement. shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 2 10. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage. 2. An automobile liability insurance policy, for owned, non -owned, and hired vehicles, in the minimum amount of one million ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR in Subparagraph A above, shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 2. Except for professional liability insurance, the insurance policies shall provide in their text or shall be specifically endorsed to name the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies, and to provide that the insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution. 3. CONTRACTOR shall provide to City's Project Manager, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) text from the insurance policies or the endorsements as specified in Subparagraph B(2). 4. The insurance policies shall provide that the. insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's Project Manager. 5. If the insurance is written on a Claims Made Form. then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive, date of placement coinciding with the effective date of this Agreement. 7. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 3 C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 11. INDEMNIFICATION. A. Except as provided in Subparagraph B., CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8. CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand. suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances. codes and regulations, in the performance of its duties and obligations under this Agreement, CONTRACTOR shall perform all services under this Agreement in accordance with these laws. ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnil3 and hold harmless CITY. its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BFNEFICIARIES, CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Anil Comelo, Human Resources Director City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Doug Pryor, Vice President Bartel Associates, LLC 411 Borel Avenue, Suite 445 San Mateo, CA 94402 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached., and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. I3. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except r J by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR is exempt from the business license requirement of the San Rafael Municipal Code because CONTRACTOR is based outside of and will conduct business outlined in Exhibit A outside of San Rafael city limits. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. 6 CITY OF SAN RAFAEL NANCY MACKLE, City Manager ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney BARTEL ASSOCIATES, LLC DOUG PRYOR, Vice -President August 7, 2013 Anil Comelo Human Resources Director City of San Rafael PO Box 151560 San Rafael, California 94915-1560 GASB 45 - Other Post Employment Benefits (OPEB) Actuarial Valuation Fee Estimate Dear Mr. Comelo: Bartel Associates would be pleased to provide the City of San Rafael actuarial consulting services. This letter summarizes the project scope and our fee estimate for services for a June 30, 2013 GASB 45 actuarial valuation of the City's retiree healthcare plan. Background The prior June 30, 2011 GASB 45 actuarial valuation can be used for the 2012/13 and 2013/14 fiscal years. The June 30, 2013 GASB 45 valuation can be used for the 2014/15 and 2015/16 fiscal years. Estimated Fees Our fee to prepare a GASB 45 valuation of the City's retiree healthcare plan as of June 30, 2013 will be approximately $20,000. While our fee estimate represents the likely cost of the valuation, it is possible that the valuation may require additional time. We understand the City's budgeting needs and agree not to bill more than $22,500 for the June 30, 2013 valuation unless the project scope changes. The City may want to include a budget for additional pension and retiree healthcare projects that may arise. The amount of this consulting budget will depend on the City's needs. We've assumed this budget will be $6,000 to $8,000 in the following estimated fees. Project Fee Estimate Nat -to -Exceed Amount ■ June 30, 2013 GASB 45 Actuarial Valuation $ 20,000 $ 22,500 ■ Additional consulting projects 6,000 8,000 ■ Total 26,000 30,500 Please note that our fee estimate assumes: ■ We will bill the City at the following hourly rates: Partner $250-$300 Assistant Vice President $200-S225 Senior Actuarial Analyst $150 Actuarial Analyst S125 Administrative Support $75 ■ The. City has made no changes to its retiree healthcare plan or healthcare providers since the last actuarial valuation as of June 30, 2011. Anil Comelo August 7, 2013 Page 2 P�, 4 in We will provide the actuarial certification, funding policy certification, and Excel valuation information spreadsheet and certified final results discussion outline required by Ca1PERS to pre - fund with the CERBT. ■ Participant census data will be provided completely and accurately in an Excel spreadsheet with one record per participant. ■ Results are provided under the current GASB 45 OPEB accounting rules. GASB is currently working on revisions to GASB Statements Nos. 43 and 45 and anticipates issuing amendments in June 2013. Required implementation likely wouldn't be until the 2015/16 or later. in The valuation will not include an implied subsidy. This is consistent with previous valuations and complies with current Actuarial Standards of Practice (ASOP). There is an Exposure Draft ASOP that would require community rated plans such as PEMHCA value an implied subsidy. However, until (and if) that draft is finalized, we do not believe it is appropriate to include the implied subsidy. We'll provide further details at the results meeting. ■ Costs and liabilities will be provided using one funding method and one set of assumptions including select and ultimate discount rates based on the City's current funding policy. ■ The City has not changed its funding policy since the June 30, 2011 valuation. ■ We will calculate the Actuarial Value of Assets and estimate the components of the Actuarial Accrued Liability gain or loss since the last actuarial valuation. in GASB 45 costs and liabilities will be presented for the plan as a whole with breakdowns for Miscellaneous and Safety employee groups as in the June 30, 2011 valuation. ■ We will have one meeting with the City to review the valuation results and will provide a preliminary valuation results discussion outline for the meeting. The discussion outline will summarize the plan provisions, census data, actuarial methods and assumptions, and the valuation results. ■ There will be no additional charges for expenses (e.g., travel, telephone, copying, etc.). The hourly rates listed above include our costs for these items. ■ We will invoice the City monthly based on time incurred, subject to the above maximum fee. Please note that our fee estimate may be higher if` ■ The City has changed its retiree healthcare plan design or has changed healthcare providers since the June 30, 2011 actuarial valuation. (If the City has made any changes to the retiree healthcare plan since the June 30, 2011 valuation, it should provide us those changes so we can revise our fee estimate, if necessary.) ■ Participant data is not relatively clean and free from internal inconsistencies or is not provided in electronic format (Excel workbook) with one record per participant. ■ Data is not collected within approximately 3 months of the June 30, 2013 valuation date. ■ Plan and financial information is not provided as requested or is not complete and internally consistent. ■ Results are needed for additional assumptions, funding methods, contribution policies, or alternative plan designs. • Results are needed separately for additional employee groups. ■ The City requests additional meetings. We will base our fee for additional meetings on our billing rates and the time needed for the meetings and preparation. ■ The City requests that we prepare a forma( valuation report. Our estimated fee for a formal valuation report summary is $2,000. Anil Comelo August 7, 2013 Page 3 1 ■ The City requests a draft financial statement footnote. Our estimated fee for a draft financial statement footnote is $1,000. Data Requirements In order for us to begin the GASB 45 study, please provide: ■ Summary of plan provisions and copies of any recent MOUS for bargained employee groups that are not available on the City's website. ■ The City's most current CaIPERS PEMHCA resolution(s), if different from that provided for the June 30, 2011 valuation. ■ City's June 30, 2012 and 2013 CAFR footnote and required supplementary information for the retiree healthcare plan. ■ Marin County Employees' Retirement Association 401(h) account reconciliation for fiscal years 2011 /12 and 2012/13, including dates of any contributions and withdrawals. ■ Dates and amounts of asset transfer(s) from the 401(h) to the CERBT, and any CERBT asset statements ■ Total pay-as-you-go costs (City's retiree healthcare contribution) for the 2012/113 fiscal year. ■ The City's latest monthly Ca1PERS health premium invoice. Please remove any Social Security numbers. ■ Active and retired participant data in electronic format (Excel workbook): • Active Data - name, employee number (not Social Security number), gender, birth date, hire date, medical plan, single/2-party/family coverage, Medicare eligibility, pension plan (MCERA Miscellaneous, Police or Fire Safety; or PARS), employee classification (full-time or part-time), bargaining or employee group, and annual base compensation. Include any active employees who have waived healthcare coverage. Note if hours for part-time employees are less than 20 hours per week. Indicate pay period for the compensation reported. • Retiree Data - name, employee number (not Social Security number), gender, birth date, hire date, retirement type (service or disability), retirement date, medical plan, single/2-party/family coverage, Medicare eligibility, MCERA pension plan (Miscellaneous, Police or Fire Safety), bargaining or employee group, spouse's birth date (if available), portion of premium paid by the City, portion of premium paid by the retiree, and whether the participant is a former employee or surviving spouse. Include any retirees or surviving spouses of retirees who have waived coverage. Include retirees and surviving spouses who do not participate in the City's healthcare plans but receive a City contribution. • In order to maintain confidentiality, please do not provide Social Security numbers. We will delete any files that include Social Security numbers and request a revised file. • Our fee estimate assumes that the City will merge and reconcile all data files and provide one census file with one complete record for each employee and eligible retiree in an Excel workbook. If the City needs our help to merge and reconcile data, our fees will be higher. We may need additional data, depending on our review of the City's retiree medical plan design. 'Cl?, Anil Comelo August 7, 2013 Page 4 P�A Timing We are prepared to begin this project immediately. Normally, the valuation results meeting is set about 4-6 weeks after receipt of the requested information. Please call (650/377-1602) if you have any questions. Sincerely, Doug Pryor Vice President c: John Bartel, Bartel Associates o:`ctients\city of san rafaeRproposals',ba sanrafael 13-08-07 opeb t 1-06-30 gasb 45 fee letter.docx