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HomeMy WebLinkAbout106536 MILLIMAN INC - CONTRACT - RFP - 7135 ACTUARIAL SERVICES AND POLICY REVIEW GENERAL EMPLOYEES RETIREMENT PLANPROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Milliman, Inc., hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide the services described in the scope of services attached as Exhibit "B", consisting of two pages, (the "Services"), in accordance with any project Work Orders for 7135 Actuarial Services - GERP issued by the City. A Work Order for such services will be substantially similar to the Work Order form attached as Exhibit "A" and consisting of one page. The City reserves the right to independently bid and award a contract for any project which may fit within the scope of the Services. 2. The Work Schedule. The Services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The Services shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence July 1, 2010, and shall continue in full force and effect until June 30, 2011, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. In the case of any such extension requested by the City, any adjustment sought in the pricing of the Services must be agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Professional and mailed no stdwopsa rev 03/10 7. The City normally calculates benefit options for retirees. However, the Professional must have software capable of calculating benefit options for retirees. Such software is to be updated annually after implementation of pay adjustments within 30 days of completion of such adjustments. 8. The Professional will be expected to be completely familiar with the Plan documents. If needed, the Professional will assist the Committee in drafting changes to the Plan documents. 9. From time -to -time, the Committee may request special reports, research, and analysis of topics to be prepared by the Professional and discussed at one of its regular monthly meetings. If needed, the Professional shall discuss such reports with appropriate City personnel prior to such meeting and make revisions, if appropriate, prior to the meeting. The Professional shall make such reports available to the GERC members no later than one week prior to the meeting for which the report is scheduled. 10. The Committee and support staff may have questions of the Professional that need to be answered on a timely (same day, within hours) basis. WOPSA 05/01 2 EXHIBIT C FEE SCHEDULE Actuarial Report: Not to Exceed $9,600. Future annual fees would increase by the Denver Boulder Greeley CPIU as published by the Colorado State Planning and Budget Office. Personal Retirement Planning Statements: Not to Exceed $3,200. Future annual fees would increase by the Denver Boulder Greeley CPIU as published by the Colorado State Planning and Budget Office. Attendance at Monthly Committee Meetings: Not to Exceed $750 starting in January 1, 2011. Monthly meetings attended via phone would be billed at Not to Exceed $400. Future annual fees would increase by the Denver Boulder Greeley CPIU as published by the Colorado State Planning and Budget Office. Staff Designation 2010 Rate Pat Kahle $340 Joel Stewart $245 Francine Moyer $195 Pat Beckham (special consultant) $350 WOPSA 05/01 Exhibit D Addendum to the Professional Services Agreement For the City of Fort Collins, Colorado and Milliman, Inc. This addendum, executed on June 28, 2010 applies Agreement dated June 28, 2010 ("Agreement") entered Colorado ("City") and Milliman, Inc. (the "Professional"). The parties agree to add the following provisions: Limitation of Liability. to the Professional Services into by the City of Fort Collins, The Professional will perform all services in accordance with applicable Professional standards and shall correct or re -perform any services found to be defective. The parties agree that the Professional shall not be liable to City for damages in any tort or contract claim, including, but not limited to, claims for Professional negligence, malpractice or breach of contract, where such damages exceed $1,000,000. In no event shall the Professional be liable for any incidental or consequential damages. The foregoing limitations shall not apply in the event of the intentional fraud or willful misconduct of the Professional. The provisions of this Section will survive the expiration or termination of the Agreement. No Third Party Distribution The Professional's work product is prepared for the use and benefit of the City in accordance with its statutory and regulatory requirements. The Professional recognizes that materials it delivers to the City may be public records, subject to disclosure to third parties. However, the Professional does not intend to benefit and assumes no duty or liability to any third parties. The Professional intends to include a footer on each page of its work product as follows: "This work product was prepared solely to provide assistance to the City of Fort Collins. It may not be appropriate to use for other purposes. Milliman does not intend to benefit and assumes no duty or liability to other parties who receive this work." The City agrees to provide full page copies, including such footer, to any third parties who are provided a copy of the Professional's work product, or when posting the Professional's work product to an intranet site. Dispute Resolution (a) Mediation. In the event of any dispute arising out of or relating to the engagement of the Professional by the City, the parties agree first to try in good faith to settle the dispute voluntarily with the aid of an impartial mediator who will attempt to facilitate negotiations. A dispute will be submitted to mediation by written notice to the other party or parties. The mediator will be selected by agreement by the parties. If the parties cannot agree on a mediator, a mediator will be designated by the American Arbitration Association at the request of a party. The mediation will be treated as a settlement discussion and therefore will be confidential. Any applicable statute of limitations will be tolled during the pendency of the mediation. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. WOPSA 05/01 (b) Arbitration. If the dispute has not been resolved within 60 days after the written notice beginning the mediation process (or a longer period, if the parties agree to extend the mediation), the mediation will terminate, and the dispute will be resolved by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Denver, Colorado, before a panel of three arbitrators. Within 30 days of the commencement of the arbitration, each party will designate in writing a single neutral and independent arbitrator. The two arbitrators designated by the parties will then select a third arbitrator. The arbitrators will have a sufficient background in either employee benefits, actuarial science, or law to reasonably prepare them to decide a dispute. The arbitrators will have the authority to permit limited discovery, including depositions, prior to the arbitration hearing, and such discovery will be conducted consistent with the Federal Rules of Civil Procedure. The arbitrators will have no power or authority to award punitive or exemplary damages. The arbitrators may, in their discretion, award the cost of the arbitration, including reasonable attorney fees, to the prevailing party. 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. WOPSA 05/01 later than ninety (90) days prior to contract end. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this agreement shall be effective when mailed, postage prepaid and sent to the following address: Professional: City: With Copy to: Milliman, Inc. City of Fort Collins City of Fort Collins Attn: Patricia Ann Kahle Attn: Finance Attn: Purchasing 1099 Eighteeth Street, Suite 3100 PO Box 580 PO Box 580 Denver CO 80202 Fort Collins CO 80522 Fort Collins CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Quality: Indemnity; Insurance and Insurance Responsibility. In accordance with the applicable performance standards contained in the Special Provisions attached as Exhibit "D" (the "Special Provisions"), the Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all Services rendered by the Professional, and the Professional agrees to, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. Subject to the Limitation of Liability contained the Special Provisions, the Professional agrees to indemnify, save and hold harmless the City its officers and employees, from all claims, losses, liabilities, expenses (including reasonable attorney's fees) or damages of any kind or nature that may be asserted against the City, arising directly or indirectly out of the Professional's negligent performance of the Services. The Professional shall maintain insurance coverage for errors and omissions in the minimum amount of $1,000,000 per 2 stdwopsa rev 03/10 occurrence. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "C", consisting of one (1) page, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 8. City Representative. The City will designate, prior to commencement of work, its project representative (the "City Representative") for the administration of the project. All questions and requests regarding the contract must be initiated with the City Representative. 9. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 10. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Personal Services. It is understood that the City enters into this Agreement based on 3 stdwopsa rev 03/10 the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 13. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 14. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 15. Remedies. In the event a party has been declared in default, such defaulting party will be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, 4 stdwopsa rev 03/10 interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not 5 stdwopsa rev 03/10 knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of two (2) page(s), attached hereto and incorporated herein by this reference. 6 stdwopsa rev 03/10 TerkE&V Ad,—VED AS TO•l THE CITY OF FORT COLLINS, COLORADO By: pl— James B. O'Neill II, CPPO, FNIGP Director of/Purchasing & Risk Management Date: 0 Zq / & Milliman,lnc. By: /%G14 �/%Y Title: c- CLd CORPORATE PRESIDENT E)R VIGE Pr.E-&G€NT Date: %'/ 3- 2 o I 0 ATTEST: (Corporate Seal) Aoss�F.Corporate Secretary stdwopsa rev 03/10 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND Milliman, Inc. DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Acceptance Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of _ U pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional By: Date: City of Fort Collins By: James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management (over $60,000.00) Date: User stdwopsa rev 03/10 EXHIBIT B SCOPE OF SERVICES A. Scope of Services 1. Perform an annual actuarial valuation of its General Employees' Retirement Plan (GERP) including a summary of the valuation results, and information about all significant assumptions and findings noted. The actuarial valuation as of January 1, 2010, should be completed no later than May 15, 2011. 2. The Professional will be expected to meet with the GERC prior to commencement of the annual actuarial valuation study to discuss the process, report format, scope, and significant assumptions to be used during the course of the engagement. Significant assumptions should include, but are not limited to the following: • Evaluation of the Plan's actuarial cost method • Valuation procedures • Economic assumptions • Demographic assumptions • Actuarial value of assets 3. Perform on -going pension consulting services for the GERC. 4. The Professional shall, on an annual basis, provide all information needed by the Committee and the City to meet the financial reporting guidelines of Governmental Accounting Standards Board (GASB), including any assistance needed in the drafting of financial statements, notes, and disclosures. 5. The Professional shall on an annual basis provide Personal Retirement Planning Statements to members of the Plan by March 31 of each year. See Exhibit A for sample format. 6. Meeting attendance: The expectation is that a minimum of one Council Finance Committee meeting will require the Professional to present the past year's performance and what the impact will be on the Plan going into the future. To the degree that significant changes are being proposed, the Professional will also be expected to attend a Regular City Council meeting, which are held in the evenings. Monthly GERC meetings Committee are held on the first Thursday of each month at 1:15pm. The Professional will provide on -going advice to the Committee to assist in its administration of the Plan. The Professional will be expected to attend at least two meetings, and others as requested. One in March to discuss the Plan member data and related actuarial assumptions and one in April to deliver the draft report of Actuarial Report for the GERC to accept and approve. The April GERC meeting would be followed by the Council Finance Committee meeting, where the Council would be updated on the Plan performance and long range funding requirements. WOPSA 05/01