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HomeMy WebLinkAboutContract 49145 CITY SECRETARY q 112.4 CONTRACT N0. — V co GREEMENT FOR CONSULTING SERVICES �.► y BETWEEN 6� THE CITY OF FORT WORTH AND PFM GROUP CONSULTING LLC PFM FINANCIAL ADVISORS LLC PFM ASSET MANAGEMENT LLC AGREEMENT FOR CONSULTING SERVICES ("AGREEMENT") This Agreement, made and entered into this _�_ day of A 11 A.Q 2017 by and between The City of Fort Worth (the "City') and PFM Group Consulting LLC, (the "Contractor" or "PFM Consulting'), together with its affiliates, PFM Financial Advisors LLC ("Financial Advisors' and PFM Asset Management LLC ("Investment Advisors') collectively, (the "Affiliates'), and sets forth the terms and conditions under which Contractor and its Affiliates shall provide services under this Agreement, as applicable. Contractor and Affiliates shall be bound to the terms and conditions of this Agreement; provided, however, that Contractor and each Affiliate shall provide its services pursuant to a separate "Work Order" which shall include such entity's scope of services, compensation, and any other applicable regulatory and/or requirements. City and Contractor and each Affiliate agree to the following- 1. ollowingI. SCOPE OF SERVICES Contractor and Affiliates shall provide professional consulting services related to the Employees' Retirement Plan as further detailed in Exhibit B; provided, however, that Contractor and each Affiliate shall perform its respective portion of the services pursuant to its separate scope of services set forth in its work order. II. WORK SCHEDULE The services hereunder are to commence as soon as practicable after the execution of this Agreement and a request by the City for such service. Work performed under this Agreement shall be completed according to the following schedule: Work Task Expected Timeframe of Task Task 1: Project Kick-Off,Data Collection, May-July and Initial Stakeholder Engagement(as appropriate) Task 2: Comparability Analysis June-Jul Task 3: Develop Specific Plan Design July-August Options for Actuarial Analysis Agreement for Consulting Service CFW and PFM Entities OFFICIAL RECORD Page 1 of 16 I�i WORTH,TX Task 4: Actuarial Analysis of Reform July-September Proposals and Alternative Actuarial Assumptions Task 5: Develop Pension Funding Model June-Se tember Task 6: Develop Recommendations September-TBD* includes Draft Final Report) Task 7: Stakeholder Engagement and September—TBD* Implementation Support and Final Report) III. COMPENSATION For the services provided under this Agreement,Contractor's and the Affiliates'professional fees shall be paid as set forth in each Work Order, as applicable, and City shall pay fees for other services not set forth in such Work Orders as provided below. Notwithstanding the foregoing, the total project fee, inclusive of any fees to Affiliates, shall be $285,106. Contractor will issue monthly invoices to the City of Fort Worth, which shall include the separately stated fees for any Affiliate(s). Invoices will be issued for the hours accrued in the prior month and shall include details regarding hours expended compared to the project plan associated with each task. The final invoice shall be issued after successful completion of the project work and delivery to the City. 1. Project Fees The total project fees, inclusive of any fees to Affiliates, shall be a total of$285,106, based on the performance of the services provided by Contractor and any Affiliates as set out below: Services to be Provided Not to exceed Develop Specific Plan Design Options for Actuarial Analysis $57,021.20 Actuarial Analysis of Reform Proposals&Alternative Assumptions $95,035.33 Develop Pension Funding Model $57,021.20 Final Report and Presentation&Implementation Support $76,028.27 Total $285,106.00 2. Other Services Any services which are not included in the Work Orders per the project fees specified above will be subject to separate, mutually acceptable fee structures. In addition, as stated in PFT'%Z's proposal to the City dated January 31, 2017, the project is anticipated to involve roughly six on-site working meetings and/or presentation trips, and additional remote working discussions and status updates. To the extent the Contractor determines accomplishing the City's objectives as reiterated in Exhibit B may require significantly more than this number of on-site meetings and presentations, Contractor will discuss how and whether to modify the fee structure with the City provided however that any modification must be in writing and signed by all involved parties. If additional services are agreed upon based on hourly billing,Contractor's hourly rates will be as follows: Agreement for Consulting Service CRK'and PFM Entities Page 2 of 16 I PFM Title Hourly Rate Managing Director $325 Director/Sr.Alanaging Consultant $275 Senior Analyst/Analyst $225 W. TERMS AND TERMINATION This Agreement shall commence on execution by all parties and remain in effect for an initial term of one year unless canceled in writing by either party upon thirty (30) days written notice to the other party. This Agreement may be renewed by written mutual consent of the parties for up to four additional terms of one year each. V. ASSIGNMENT Contractor shall not assign any interest in this Agreement or subcontract any of the work performed under the Agreement without the prior written consent of the City. VI. DATA All information,data, reports, and records ("Data') in the possession of the City or any third party necessary for carrying out any services to be performed under this Agreement shall be furnished to Contractor or to the Affiliates, as applicable, and the City shall, and shall cause its agent(s) to, cooperate with Contractor or the Affiliates, as applicable, in their conduct of reasonable due diligence in performing the services, including with respect to ascertaining facts that are necessary in Contractor's or Affiliates' recommendation(s) to the City in connection with the services and/or relevant to City's determination whether to proceed with a course of action. To the extent City requests that Contractor or any Affiliate, as applicable,provide advice with regard to any recommendation made by a third party, City will provide to Contractor, or the Affiliates, as applicable, written direction to do so as well as any Data it has received from such third party relating to its recommendation. City acknowledges and agrees that while Contractor or the Affiliates, as applicable, are relving on the Data in connection with the provision of the services under this Agreement, neither Contractor nor the Affiliates, as applicable, make any representation with respect to and shall not be responsible for the accuracy or completeness of such Data. VII. NOTICES All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The parties designate the following as the respective places for giving notice,to-wit: THE CITY OF FORT WORTH 200 Texas Street Fort Worth,Texas 76102 Attention: Susan Alanis Agreement for Consulting Service Cl~lC'and PF11 Entities Page 3 of 16 PFM GROUP CONSULTING LLC 1735 Market Street 43'dFloor Philadelphia,PA 19103 Attention: Michael Nadol PFM FINANCIAL ADVISORS LLC 1735 Market Street 43'dFloor Philadelphia,PA 19103 Attention: Dennis Waley FFM ASSET MANAGEMENT LLC 1735 Market Street 43'dFloor Philadelphia, PA 19103 Attention: Tim Link VIII. TITLE TRANSFER All materials,except functioning or dynamic financial models, prepared by Contractor or the Affiliates, as applicable, pursuant exclusively to this Agreement shall be the property of the City. Subject to the exception described above, upon termination of this Agreement, Contractor or the Affiliates, as applicable, shall deliver to the City copies of any and all material pertaining to this Agreement. IX. INSURANCE The Contractor's and Affiliates' insurance coverage with policy limits not less than as stated in Exhibit A shall apply to this Agreement. X. LIMITATION OF LIABILITY CONTRACTOR AND AFFILIATES SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY INCURS AND THAT RELATE TO, ARISE OUT OF, OR ARE OCCASIONED BY A BREACH OF THIS AGREEMENT AND/OR PERFORMANCE OF SERVICES UNDER THIS AGREEMENT BY CONTRACTOR OR AFFILIATES AND/OR THEIR RESPECTIVE OFFICERS, AGENTS, .SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOIEES, .SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR OR AN AFFILIATE INCURS AS A RESULT OF THE CITY'S ACTIONS ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR OR AFFILIATES AND/OR THEIR RESPECTIVE OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. IN ADDITION, CONTRACTOR AND AFFILIATES SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL Agreement for Consulting Service CFW and PFM Entities Page 4 of 16 PROPERTYLOSS,PROPERTYDAAIIAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR AND AFFILIATES, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES CONTRACTOR AND AFFILIATES AGREE TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TOA BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY(INCLUDING DEATH) THAT MAY RELATE TO,ARISE OUT OF, OR BE OCCASIONED BY(I) CONTRACTOR OR AFFILIATES'S BREACH OF ANY OF THE TERAS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONTRACTOR OR AN AFFILIATES AND/OR THEIR RESPECTIVE OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CITY AND CONTRACTOR AND/OR AN AFFILIATE, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A ff'AIPER OF THE CITY'S GOVERNMENTAL IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS. XI. FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify- Contractor and any Affiliates of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. XII. INDEPENDENT CONTRACTOR Contractor, the Affiliates and their respective employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of City by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and permitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. XIII. EXECUTION; COUNTERPARTS Each party to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same document. XIV. ENTIRE AGREEMENT; SEVERABILITY Agreement for Consulting Service CF%X7 and PENI Entities Page 5 of 16 This Agreement and the Fork Orders represent the entire agreement between City and Contractor and the Affiliates and may not be amended or modified except in writing signed by all the parties. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. XV. VENUE AND JURISDICTION Should any action, whether real or asserted, at law or in equity, arise out of die execution, performance, or attempted performance of this Agreement,venue for said action shall lie in Tarrant County,Texas. XVI. APPLICABLE LAW This Agreement shall be construed under and in accordance with Texas law. XVII. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. XVIII. SOLICITATION OF EMPLOYEES. The City, Contractor, and the Affiliates shall not, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ,whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS] Agreement for Consulting Ser6ce CF%V and PFJI Entities Page 6 of 16 IN WITNESS THEREOF, the parties have executed this Agreement as of the day and year herein above written. CITY OF FORT WORTH: PFM GROUP CONSULTING LLC: By:5, By: '1�� S an Alanis NAME Michael Nadol ssistant City Manager TITLE Managing Director Date: l9 —T �1 Date: 5/24/17 ATTEST: PFM FINANCIAL ADVISORS LLC: i All By: Adz By. Aurry Kayse OF ,nR Name: AN WAICY City Secreta A, �y Title: Nlanaging Director Date: APPROVED AS TO FO PFM ASSET MANAGEMENT LLC AND LEGALITY: XAS By: J By: N l S C. Ili(cap. Name: rVAMn cu Assistantit Attornev Title: Managing Director Date: Contract Authorization: M&C: C-28238 Form 1295: Required Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance an�reporting requirements. Name of Employee OFFICIAL RECORD (�t��41 NpdO) CITY SECRETAR1f Title (Y�ctn in(� t iL IFS'.WORTH,Tl6 .Agreement for Consulting Service CFW and PF2v1 Entities Page 7 of 16 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. _M Nam o mployee ASS Title WORK ORDER#1 TO AGREEMENT FOR CONSULTING SERVICES PFM GROUP CONSULTING LLC ("PFM Consulting") The terms and conditions of the Agreement for Consulting Services between The City of Fort Worth and PFM Group Consulting LLC ("Contractor" or "PFM Consulting"), PFM Financial Advisors LLC ("Financial Advisors") and PFM Asset Management LLC ("Investment Advisors") are incorporated by reference herein. Workirng with other affiliates.of PFM Consulting,PFM Consulting will provide the following Scope of Services: Tasks (as described in EXHIBIT B: Summary of Work Plan) Task 1: Project Kick-Off and Data Collection Task 2: Comparability Analysis Task 3: Develop Specific Plan Design Options for Actuarial Analysis Task 4: Actuarial Analysis of Reform Proposals and Alternative Actuarial Assumptions Task 5: Develop Pension Funding Model Task 6: Develop Recommendations (includes Draft Final Report) Task 7: Stakeholder Engagement and Implementation Support(and Final Report) PFM Consulting Team Leaders: Michael Nadol,Managing Director PFM Consulting Team Members: Sean McNeeley, Senior Managing Consultant Other personnel to be assigned as necessary Subcontractors: Pension Trustee Advisors, Inc. Maximum Fee for PFM Consulting Services: $135,850.00 Maximum Fee for Subcontractor Services: $105,056.00 ACKNOWLEDGMENT OF WORK ORDER#1: THE CITY OF FORT WORTH PFM GROUP CONSULTING LLC l By. By: R o Name: Q Name: f f M ACQ,t !V A�� Title: N5 S�. CA*L, Y V lQ F V Title: Date:tD 1-1 k-o �7 Date: vii Agreement for Consulting Service CRXI and PF\t Entities Page 8 of 16 WORK ORDER#2 TO AGREEMENT FOR CONSULTING SERVICES PFM FINANCIAL ADVISORS LLC ("Financial Advisors") The terms and conditions of the Agreement for Consulting Services between The City of Fort Worth and PFM Group Consulting LLC ("Contractor" or "PFM Group"), PFM Financial Advisors LLC ("Financial Advisors") and PFM Asset Management LLC ("Investment Advisors") are incorporated by reference herein. `Vorkiiig with other affiliares of PFNI Consulting, Financial Advisors will assist with the following Scol)e of Services: Tasks (as described in EXHIBIT B: Summary of Work Plan) Task 1: Project Kick-Off and Data Collection Task 5: Develop Pension Funding Model Task 6: Develop Recommendations (includes Draft Final Report) Task 7: Stakeholder Engagement and Implementation Support(and Final Report) Financial Advisors Team Leaders: Dennis Waley,Managing Director Financial Advisors Team Members: Daniel Kozloff,Managing Director Bruce Rideaux, Senior Managing Consultant Paul Matteo, Senior Managing Consultant Analyst/Senior Analyst personnel to be assigned as necessary Maximum Fee for Financial Advisors Services: $37,700.00 FINANCIAL ADVISORY PROVISIONS. MSRB Rule G42 irg1thES that munu-ipal adiisorr make mitten disclosrtms to its Clients of all material conflicts of intemst and certain legal or disciplinary events. Such disclosums are proiided in Fintunral_4di isors'Disclosure Statewent delivered to the City together with this Tl'ork Order#2. ACKNOWLEDGMENT OF WORK ORDER#2: THE CITY OF FORT WORTH PFM FINANCIAL ADVISORS LLC By: By: Na *e. Vct!unA(a qi S Name: 6N�/�s Title: s r, . + t HAa,aasP v Title: Date: "7 7 Date: S-30- ?' Agreement for Consulting Service CFW and PFJ1 Entities Page 9 of 16 WORK ORDER#3 TO AGREEMENT FOR CONSULTING SERVICES PFM ASSET MANAGEMENT LLC ("Investment Advisors") The terms and conditions of the Agreement for Consulting Services between The City of Fort Worth and PFM Group Consulting LLC ("Contractor" or "PFM Consulting"), PFM Financial Advisors LLC ("Financial Advisors") and PFM Asset Management LLC ("Investment Advisors") are incorporated by reference herein. Working with other affiliates of PFtii Consulting,Investment Advisors will assist with the following Scope of Services: Tasks(as described in EXHIBIT B: Summary of Work Plan) Task 1: Project Kick-Off and Data Collection Task 3: Develop Specific Plan Design Options for Actuarial Analysis Task 6: Develop Recommendations(includes Draft Final Report) Task 7: Stakeholder Engagement and Implementation Support(and Final Report) Investment Advisors Team Leaders: Jim Link, Managing Director Investment Advisors Team Members: Other personnel to be assigned as necessary Maximum Fee for Investment Advisors Services: $6,500.00 INVESTMENT ADVISOR PROVISIONS: A. Investment Advisors hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. Investment Advisors shall immediately notify the City if at any time during'the term of this Contract it is not so registered or if its registration is suspended. Investment Advisors agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any rights which the City may have under any federal securities laws. B. The City understands that Investment Advisors performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. The City agrees that the Contractor, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the services to be performed hereunder. C. Investment Advisors shall promptly give notice to the City if Investment Advisors shall have been found to have violated any state or federal securities law or regulation in any final and Agreement for Consulting Senice UNV and PFM Entities Page 10 of 16 unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission or any other agency or department of the United States, any registered securities exchange, the Financial Industry Regulatory Authority, or any regulatory authority of any State based upon the performance of services as an investment advisor. D. Investment Advisors warrants that it has delivered to the City prior to the execution of this Work Order Investment Advisors' current Securities and Exchange Commission Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). The City acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement. ACKNOWLEDGMENT OF WORK ORDER#3: THE CITY OF FORT WORTH PFM ASSET MANAGEMENT LLC By: By:_ N=4. U SAnn (a y, Name: Title: ASST. l��y�g ✓ Title:_ n t UZTZ� Date: (41 (o ("1 Date: Csr I S I l Agreement for Consulting Service CFW and PFM Entities Page 11 of 16 EXHIBIT A INSURANCE Agreement for Consulting Service CFW and PFM Entities Page 12 of 16 Client#:203700 PUBLIFINAN ACORD., CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDIYI'Yl') 1v1s/201s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Conner Strong&Buckelew ac°"Iv Ext):877-861-3220 FAX No: 856-552-6885 Two Liberty Place E-MAIL ADDRESS: 50 S. 16th Street,Suite 3600 INSURER(S)AFFORDING COVERAGE NAIL# Philadelphia,PA 19102 INSURER A:Great Northern Insurance Compan j20303 INSURED INSURER B Federal Insurance Company 20281 PFM Group Consulting LLC 1735 Market Street INSURER C: 43rd Floor INSURER D: Philadelphia,PA 19103-2770 _INSURER E:_ - _ - ----- - _ -- - - - - - INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM[OD MWDDIYY A X COMMERCIAL GENERAL LIABILITY 1113012016�11130/2017 EEACHOEC,CURRENCE 51000000 _ CLAIMS-MADE OCCUR PREMISES Ea occurrence $1,000000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY S1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 52,000,000 POLICY PRO­ [X—] X LOC PRODUCTS-COMPIOP AGG Oncluded to - OTHER. SGeneral A B AUTOMOBILE LIABILnYCOMBINED SINGLE LIMIT ]$24$rjrj rj 11/30/2016 11130!201 Ea accident _ $1,000,000 ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED - AUTOS AUTOS BODILY INJURY(Per accident) S X HIRED AUTOS f X NON-OWNED PROPERTY DAMAGE S AUTOS Per accident S B X UMBRELLA LIAB X OCCUR';797740$0 1/30/2016 11/301201 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE 9S1 O 000 000 DED RETENTIONS _ S A WORKERS COMPENSATION AND EMPLOYERS'LWBILITY 717399]9 1/01/2017 01/01/207 )( PER 0TH- ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N E L.EACH ACCIDENT 51,000,000 OFFICERIMEMBER EXCLUDED? EN N/A (Mandatory In NH) E.L-DISEASE-EA EMPLOYEE 51,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS t LOCATIONS VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached N more space is required) CERTIFICATE HOLDER CANCELLATION EVIDENCE OF COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1611442/M1610508 J5C AC40R"® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 114� r 12/15/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT _Brian Rozynski Crystal&Company PHONE 212-504-1882 FAX 212-504-1899 Crystal IBC LLC VVC Flo,-Ea►:-- ------ -- - --C-N't_ -- -. — 32 Old Slip EADDRES-Sbdan.rozynski@crystalco.com New York NY 10005 -_ INSURERLS)AFFORDING COVERAGE NAIL# INSURER A:Endurance American Specialty Insure 41718 INSURED PUBLFI INSURERB:XL Specialty Insurance Company — 37885 -- - - PFM Group Consulting LLC INSURER C:Confine ntal Casual --om an _ 20443 1735 Market Street - + ---- 43rd — - 43rd Floor INSURER o:Starr Indemnity&Liability Co - '38318 Philadelphia PA 19103 INSURER E:Everest National Insurance Company- - 10120 INSURER F: COVERAGES CERTIFICATE NUMBER:519490560 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - ---TYPE OF INSURANCE--- .---------------------- -- ----- - -- -. POLICY EFF-7 POLICY IXP-' -- TR WVD' POLICY NUMBER MWDO/YYYY MM/DD/YYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -DAWI-SETORENTED-----',- ------ - -� CLAIMS-MADE F OCCUR ! ISESSEa occurrence_ i _PREM ----- -- i MED EXP(Any one person) $ ..�', PERSONAL&ADV INJURY $ _ i 1 -GE-N'LAGGREECA PER: GENER-AL-AGGRE-GA—TE r$ POLICY� PRODUCTS-COMP/OPAGG $T LOC - - --- - OTHER: i $ AUTOMOBILE LIABILITYLF LIMIT lEa a -1 (._-------{$ -- .. ,ccident -----_ .-- - ----- ANY AUTO BODILY INJURY Per person) $ ALL OWNED SCHEDULEDi - - AUTOS i AUTO5 BODILY INJURY(Per accident): $ 7-1 ---.;NON-OWNEDF-PROPERTY DAMAG --E +- --- - -- i HIRED AUTOS i AUTOS per accident $ $ D UMBRELLALIAB OCCUR 1000057499161 11/30/2016 11/30/2017 EACH OCCURRENCE $ E LIAS FL5ML00220161 11/30/2016 11/30/2017 - ----� --------— EXCESS CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ 'WORKERS COMPENSATION PER !OTH- ySTATUTEi_--;_ER_-_! _ AND EMPLOYERS'LIABILITY Y/N - - ---- --_ ANY PROPRIETOR/PARTNER/EXECUTIVE l E L EACH ACCIDENT $ OF FICERlMEMBER EXCLUDED? N/Al ❑, i ------------ - ---- ---- {Mandatory In NH) E.L.DISEASE__EA EMPLOYEE$__ If yes,describe under DESCRIPTION OF OPERATIONS below E-L.DISEASE-POLICY LIMIT 1$ BProfessional Liability FIP10008161701 11/30/2016 11/30/2017 ;Limit of Liability: $30,000,000 C ELU14750016 11/30/2016 11/30/2017 Aggregate Limit 596398650 11/30/2016 11/3012017 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached I more space is required) Evidence of coverage only. THE PROFESSIONAL LIABILITY POLICY IS NON-CANCELABLE BY THE INSURER EXCEPT FOR NON-PAYMENT OF PREMIUM. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PFM Group Consulting LLC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1735 Market Street,43rd Floor ACCORDANCE WITH THE POLICY PROVISIONS. Philadelphia PA 19103 AUTHORIZED REPRESENTATIVE A-rzfl 9L ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD EXHIBIT B Summary of Work Plan The following objectives were specified in the Request for Proposal ("RFP') letter from the City: 1. Evaluate options to move new General employees to a cash-balance, hybrid, or statewide municipal plan. a. Consider comparative data to ensure plan design achieves portability and recruitment/ retention competitiveness b. Evaluate annual employer cost to support new plan over a 30-pear horizon c. Meet with Texas Municipal Retirement System to identify migration plan and/ or legislative changes and cost scenarios required to join d. Confirm actuarial analysis of impact to legacy plan(s) and resources required to maintain or improve funded status. 2. Analyze pros and cons of separating legacy plan among employee groups, resulting fund metrics and the cost to restore funding soundness. 3. Conduct data match to Fund's December 31, 2016 valuation when available to confirm scenario analysis. 4. Evaluate options for combinations of contribution increases /benefit decreases for members of legacy plan(s). Specifically, appropriateness of contribution increases for newer members with a lower normal cost should be considered. Both benefit and contribution levels should be considered in the context of employee recruitment and retention. Contractor and any Affiliates or subcontractor will conduct the following series of activities in order to address the above objectives for the City of Fort Forth. The activities are described sequentially and do not necessarily follow the order of the objectives, but fully address them. Task 1: Project Kick-Off and Data Collection The first step would be a series of meetings with the key project leaders designated by the City's staff to discuss the project,goals and expectations,key contacts,and results of past reform efforts. During the course of these meetings,Contractor and any Affiliates would finalize a data request for the City, the Fund,and the actuaries.The data request will potentially include: • Recent actuarial valuation reports, Fund annual financial reports, experience studies, and any ad hoc plan design alternative or other costing studies prepared by the actuaries for the Plan (as well as the City's advisors). • Meeting minutes,work product summary, or other materials prepared by the City Manager's task force on pension reform • Recent City Comprehensive Annual Financial Reports ("CAFR'). • Annual budget documents or other budget reports containing information on the budgeted and actual employer contributions for pensions, in sufficient detail to track contributions by fund,employee group,plan, and year. Agreement for Consulting Seivice CFW7 and PFNI Entities Page 13 of 16 1 • Plan governing documents and statutes. • Written adopted funding policies,as available. • Detailed unpublished actuarial information maintained by the actuaries or to be generated from their models, such as projected cash flows, accrued liability, normal cost rates, etc. for each employee group and benefit Tier, segmented by active/inactive status and hire data/years of experience, as available. Contractor and any Affiliates anticipate an on-site visit to complete this task. At the City's option, we could expand the stakeholder outreach described in Task 7 to encompass additional engagement and background on priorities and objectives at the beginning of the project, but we did not include it as standard based on our interpretation of the City's scope. Task 2: Comparability Analysis Contractor will review key terms of up to five jurisdictions of similar size as previously-collected by the City as well as neighboring jurisdictions and/or the other major Texas cities based on current engagements, such as: ✓ Service retirement eligibility ✓ Vesting requirements ✓ Employee contributions/deposit rate ✓ Employer contribution/matching/crediting rate ✓ Final Average Earnings (FAE) calculation (including FAE period and compensation included in FAE, such as how overtime is included in the Fort Worth Fund) ✓ Cost of Living Adjustment("COLA's formulas ✓ Pension plan funded ratios ✓ Deferred Retirement Option Plan ("DROP") program features Based on Contractor's meeting with the City on 3/13/17, Contractor's review will include General Employees as well as Police and Fire. In addition, Contractor and any Affiliates will provide supplemental information regarding national Plans with innovative risk management and other best practice design features. For any entity under review,Contractor will provide an overview of the retirement benefit program, a description of the benefit structure,and comparisons to the peer groups for key features,including tabular or graphic comparisons of specific terms. Task 3: Develop Specific Plan Design Options for Actuarial Analysis Contractor and any Affiliates will work with the City to develop several potential options for new General Employees for consideration by the City, including a cash balance plan, hybrid, or state- wide municipal plan, based on our industry experience,the comparability analysis,comparison to the City's current Tier II benefit terms, and the City's strategic input. Contractor and any Affiliates will Agreement for Consulting Service UNK'and PHM Entities Page 14 of 16 work collaboratively with the City to define the specific terms of one to three options for reform for new General hires,evaluating options based on: ✓ Potential short- and long-term cost of the plan, measured by employer contributions, normal cost,etc. ✓ Comparability analysis ✓ Industry experience and understanding of trends ✓ The goals of the City for outcomes of the new plan,as they relate to: o Affordability o Sustainabilitv o Risk management o Retirement security o Recruitment and retention Contractor will also work with the City's team, including legal staff, to identify potential options for existing Tier I and Tier II employees, and will work collaboratively with the City to define the specific terms of several benefit reform options for current active employees. Contractor anticipates a working session on-site and a presentation document deliverable to review the benchmarking findings and define potential reform scenarios. Task 4:Actuarial Analysis of Reform Proposals and Alternative Actuarial Assumptions Contractor's actuarial subcontractor Pension Trustee Advisors, Inc. ("PTA') will work with the data collected,including information supplied by the Plan actuary,to: i ✓ Analyze potential impacts of reform proposals on the currently unified Plan including resulting contribution gap to achieve 30 and 40 year amortizations ✓ Prepare hypothetical allocation of Fund assets and liabilities between General and Police and Fire employees, based on objective to achieve an equivalent funded status among the two plans before implementation of the reform proposal ✓ Analyze potential impacts of reform proposals on the resulting Police/Fire Plan including resulting contribution gap to achieve 30 and 40 year amortization ✓ Analyze potential impacts of reform proposals on the legacy General Plan including the contribution gap as a percentage of payroll for both existing General employees and an equivalent for New General Employees (assumes reform proposal will allow diversion of some equivalent employer contributions for New employees to the legacy General plan) ✓ In lieu of contribution increases, provide equivalent prospective multiplier reduction requirement for both legacy plans to achieve 30 and 40 year amortization Contractor and any y Affiliates will conduct a limited review of the methods and assumptions used in P the most recent actuarial valuation by the Plan's actuary and will advise the City of any identified significant items of concern. If a scope of work is required as the result of an identified concern, Contractor (and Affiliates) will work to amend the Agreement and revise the scope of work in a mutually agreeable manner, including any adjustment to fees. Assumptions to be analyzed include Agreement for Consulting Service CFI'and PFM Entities Page 15 of 16 the investment return rate, inflation rate, individual salary increases, payroll growth, and demographic assumptions analyzed in the latest experience study. Task 5:Develop Pension Funding Model In order to compare the potential impact of reform alternatives, evaluate the short- and long-term employer costs to the City,and evaluate potential Plan and Fund restructuring concepts,Contractor will customize its pension ftunding model to model these impacts for the City. ✓ Develop high-level funding model including City budget information and estimates based on actuarial data ✓ Facilitate transition process ✓ Review actuarial estimates of plan design alternatives,model multiple funding scenarios ✓ Potential annual funding and City General Fund budgetary impact ✓ Overall asset, liability and fwnded ratio levels over time for the current Fund and potential Legacy/New Fund structures ✓ Employer/employee contributions ✓ Potential savings/additional costs from the various options, based on a range of potential market outcomes Task 6: Develop Recommendations Contractor and any Affiliates will review the results of the analyses with the City's team and develop recommended structures. Based on these recommendations, Contractor and anv Affiliates will prepare a draft final report and presentation materials. Task 7: Stakeholder Engagement and Implementation Support In this task, Contractor and any Affiliates will support the City in presenting draft final recommendations and analyses to relevant stakeholder groups, including City Council, the Employees' Retirement Fund Board of Trustees, and the Texas Municipal Retirement System ("TMRS'�. Contractor and any Affiliates will work with the TMRS to develop a transition plan, as appropriate, and modify the plan design and funding model outputs as needed in response. Contractor and any Affiliates would similarly incorporate feedback from stakeholders into the recommendations and report if appropriate at the direction of the City. Agreement for Consulting service CFW and PFJ1 Entities Page 16 of 16 C-28238 C CERTIFICATE OF INTERESTED PARTIES FORM 3.295 l of l Complete Nos.1-4 and 6 if there are Interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,stale and country of the business entity's place Certificate Number of business. 2017-198367 The PFM Group Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that Is a party to the contract for which the form Is 04/25/2017 being filed. City of Fort Worth Date Ackaowledoed. 3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. PENSION17 Pension consulting 4 Nature of Interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary PFM I,LLC Philadelphia,PA United States X 5 Check only If there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,undernal pe ty of per(ury,that the above disclosure is true and correct. Yiw Kassie Christine Fe rley xi�✓ my Commission Expires 08/1212019 cure of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Swam to and subscribed before me,by the said !h A�l1ii.�1lYli`1 �11r Gil this the Z�P day of , to certify vftch,witness rrry hand and seal of office. slyfialur4 of officer ad stering 6aftj Printed name of officer adminisibring oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.bt.us Version V1.0.883 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT�TIj COUNCIL ACTION: Approved on 6/16/2017 REFERENCE ** 14ACTUARIAL AND DATE: 5/16/2017 NO.: C-28238 LOG NAME: CONSULTING SERVICES CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of an Agreement in the Amount of$285,106.00 with PFM Group Consulting LLC, PFM Financial Advisors LLC, and PFM Asset Management LLC for Actuarial and Consulting Services Related to the City's Retiree Benefits (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement with PFM Group Consulting LLC, PFM Financial Advisors LLC, and PFM Asset Management LLC for actuarial and consulting services for the City's retiree benefits with a total compensation of $285,106.00. DISCUSSION: The purpose of this Mayor and Council Communication (li is to seek authorization to engage PFM Group Consulting LLC, PFM Financial Management Advisors LLC, and PFM Asset Management LLC (collectively PFM) to provide benefit modeling and actuarial services necessary to evaluate benefit and funding options for City consideration. The City currently offers a defined-benefit retirement plan for employees with the plan being administered by the Fort Worth Employees' Retirement Fund (the Fund). Ongoing rate-of-return and funding concerns necessitate that the City revisit how it offers and funds retiree benefits to balance the goals of offering a competitive retirement benefit that helps attract and retain a well qualified workforce and having a financially stable and sustainable offering that does not overburden Fort Worth tax payers. This M&C would authorize engagement of PFM to assist in evaluating a variety of retirement benefit options and to provide actuarial analysis of how various options would impact the Fund and the City's current and future operating budgets. TERM AND RENEWAL—The initial term of the Agreement will be for one year with four renewal options of one-year each. Renewal of the Agreement will not require additional specific City Council approval as long as the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services from source(s)where subcontracting or supplier opportunities exist are negligible. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated in the Human Resources Department within the General Fund. http://apps.cfwnet.org/council_packet/mc review.asp?ID=24659&councildate=5/16/2017 6/9/2017 M&C Review Page 2 of 2 TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I Year Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Brian Dickerson (7783) Additional Information Contact: Brian Dickerson (7783) ATTACHMENTS 1295.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24659&councildate=5/16/2017 6/9/2017