HomeMy WebLinkAboutContract 49145-A2 CITY SECRETARY
CONTRACT NO._ 1
RECEIVED
ou 1 -1 2018
CfTY OF FORT WORTH
CITY SECRETARY
SECOND AMENDMENT TO FORT WORTH
CITY SECRETARY CONTRACT NO. 49145
AGREEMENT FOR CONSULTING SERVICES
This Second Amendment to Fort Worth City Secretary Contract No. 49145 ("Second
Amendment") is made and entered into by and between the City of Fort Worth, a home rule
municipal corporation of the State of Texas ("City"), and PFM Group Consulting LLC, a
Delaware limited liability company (the "Contractor" or "PFM Consulting"), together with its
affiliates, PFM Financial Advisors LLC, a Delaware limited liability company ("Financial
Advisors"), and PFM Asset Management LLC, a Delaware limited liability company
("Investment Advisors"). "Financial Advisors" and "Investment Advisors" are referred to
collectively as the"Affiliates."
WHEREAS, the parties entered into an agreement for professional consulting services
related to the Fort Worth Employees' Retirement Plan, the same being Fort Worth City Secretary
Contract No. 49145 (the "Contract"); and
WHEREAS, the parties subsequently amended the Contract to add language addressing
reimbursement of the reasonable expenses of the Contractor and Affiliates, that amendment
being Fort Worth City Secretary Contract No. 49145-A1; and
WHEREAS, services associated with the original Work Orders are largely complete,
with most of the previously established fee and reimbursement amounts having been consumed,
and additional work is still required; and
WHEREAS, to facilitate work associated with the City completing its evaluation and
implementation of Plan changes, the parties wish to amend the Contract to increase the fee and
reimbursement amounts and to add language required under recently effective Texas law.
NOW, THEREFORE, City, Contractor and Affiliates, acting herein by and through
their duly authorized representatives, do hereby agree as follows:
1.
That Fort Worth City Secretary Contract 49145, as previously amended by Fort Worth
City Secretary Contract 49145-A1, is hereby further revised to delete Section III,
"COMPENSATION," in its entirety and enact a revised Section III to read as follows:
Second Amendment Page I of 4
CITY
III. COMPENSATION
For services associated with Work Orders 1, 2, and 3, City shall pay Contractor's
and Affiliates' professional fees as set forth in each Work Order, as applicable, in
accordance with Paragraph 1 below. For other services not set forth in such Work
Orders, City shall pay hourly fees as described in Paragraph 2 of this Section.
Reasonable expenses of Contractor and Affiliates shall be reimbursed by City subject to
Paragraph 3. Invoices for fees and reimbursable expenses shall be made and processed in
accordance with Paragraph 4.
1. Project Fees
Project fees for performance of services provided under Work Orders 1, 2, and 3,
inclusive of all fees to Contractor and Affiliates, shall be a total of$285,106 as follows:
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 not included in the Work Orders will be subject to separate,
mutually acceptable total amounts for fees and reimbursement, with fees subject to the
following hourly rates:
PFM Title Hourly Rate
Managing Director $325
Director/Sr.Managing Consultant $275
Senior Analyst/Analyst $225
3. Reimbursable Expenses
In addition to fees for services, Contractor and the Affiliates will, subject to
Paragraph 4, be reimbursed for necessary, reasonable, and documented out-of-pocket
expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary
cost and any actual extraordinary cost for graphics, printing, data processing and
computer time which are incurred by each, with estimated total expenses for services
under Work Orders 1, 2, and 3 of$28,511.
Second Amendment Page 2 of 4
4. Invoices
Contractor will issue monthly invoices to the City of Fort Worth.
With respect to fees, each invoice will separately state the fees for Contractor and
each Affiliate and will identify the hours worked by each during the preceding month. In
addition, for work associated with Work Orders 1, 2, and 3, each invoice shall include
details regarding hours expended compared to the project plan associated with each task.
For reimbursable expenses, each invoice shall distinguish as between the
expenses of the Contractor and each Affiliate. Each invoice will be accompanied by
documentation of expenses for which reimbursement is being sought.
5. Maximum Expenditure
The City's combined total obligations for both fees and reimbursable expenses
under Paragraphs 1, 2, and 3 shall not exceed Three Hundred and Sixty Three
Thousand Six Hundred and Seventeen Dollars ($363,617.00).
2.
That Fort Worth City Secretary Contract 49145, as amended by Fort Worth City
Secretary Contract 49145-A1, is hereby further revised to add a new Section XIX, "BOYCOTT
OF ISRAEL,"to read as follows:
XIX. BOYCOTT OF ISRAEL
Contractor and Affiliates each acknowledge that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this Amendment, Contractor and Affiliates each certify that its signature provides
written verification to the City that the signing entity and any wholly owned subsidiary,
majority-owned subsidiary,parent company, or affiliate of that entity (1) do not boycott
Israel; and(2) will not boycott Israel during the term of the Contract, as amended and
extended.
Second Amendment Page 3 of 4
3.
That all other provisions of Fort Worth City Secretary Contract 49149, as amended by
Fort Worth City Secretary Contract 49149-A,that are not expressly amended herein shall remain
in full force and effect.
ie—
Executed on this the day of '2018.
CITY OF FORT WORTH: PFM GROUP CONSULTING LLC
By: V By: -r"-
—5;an Alanis Name: m t Ldd&1,--t nU",L-
Assistant City Manager Title:
ATT0:ST• TO PFM FINAN L ADVISORS LLC
B �F lL B
Mary Kayser ��cy Name: V)
City Secretary = Title: t
APPROVED AS TO FO ! ''•.. PFM ASSET MANAGEMENT LLC
AND LEGALITY: ( "cXAS.
By: 1 ��` By:
Denis C. M yName: VAd.�TtWE J. Lt ti,�i .
Assistant City Attorn Title: b&ANA rLt NG D11�C1'a�.
Contract Authorization:
M&C -C-V� q
-A.A I I?---l g 15
CONTRACT COMPLIANCE MANAGER:
By signing 1 acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring al performance and reporting
requir ts.
Marg re is'b, Assistant Director HR
Second Arnendment Page 4 oro
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR. TH
COUNCIL ACTION: Approved on 9/18/2018
DATE: 9/18/2018 REFERENCE**C-28849 LOG 14PFM AMENDMENT -ACTUARIAL AND
NO.: NAME: CONSULTING SERVICES
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Second Amendment of Agreement 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 to Increase Total Contract Amount to
$363,617.00, Including Fees and Expenses (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a second amendment
to Fort Worth City Secretary Contract No. 49145 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 to increase the total contract amount to $363,617.00, including fees and
reimbursement of expenses.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek authorization to amend the
agreement with PFM Group Consulting LLC, PFM Financial Management Advisors LLC, and PFM
Asset Management LLC (collectively PFM)for benefit modeling and actuarial services necessary to
evaluate benefit and funding options for City consideration in order to increase total contract amount
to $363,617.00.
On May 16, 2017, City Council authorized execution of an agreement for professional services with
PFM to assist the City in evaluating a variety of retirement benefit options and to provide actuarial
analysis of how various options would impact the Fort Worth Employees' Retirement Fund and the
City's current and future operating budgets with a total authorized contract amount of$285,106.00
(M&C C-28238).
Following approval of that M&C and execution of Fort Worth City Secretary Contract No. 49145, staff
and PFM realized that the original contract and M&C failed to account for reimbursement of
anticipated expenses totaling an estimated $28,511.00. Using the delegated authority under Section
2-9 of the City Code, the City Manager's Office executed an amendment to the agreement (CSC
No.49145-A1) to provide for reimbursement of those expenses, which increased the total contract
amount to $313,617.00.
In light of the ongoing discussions regarding potential pension changes and the need to evaluate
additional proposals that have been brought forward, staff is proposing to increase the contract
amount by an additional $50,000.00, which would bring the total contract amount to $363,617.00 for
fees and expenses. The total expenditure will be based on actual services provided not to exceed
$363,617.00.
The combined amount of the prior and proposed amendment is less than $100,000.00 and therefore
within the delegated authority of Section 2-9. However, it was decided to bring the second
amendment forward to City Council in order to provide additional transparency and enhanced
awareness of the costs being incurred given the heightened level of interest in the ongoing pension
discussions.
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.
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
Form 1295 (PFM Aug 2018).pdf
C-rlm4q -
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1011
Complete Nos.l-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3.S.and 6 N there are no interested parties. CERTIFICATION OF RUNG
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number
of business. 12018-395815
The PFM Group
Dallas,TX United States Date Filed:
Name of govemmental entity or state agency UWE a party to the contract for ch the form is 08/2312018
being filed.
City of Fort Worth ]Date Acknowledged:
3 Provide the identitkation number used by the governmental entity or state agency to track or identify the contract,W provide a
description of the services,goods,or other property to be provided under the contract.
Pension17
pension consulting services
4 Nature of irtterest
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 time Is NO Interested Party.
6 UNSWORN DECLARATION t
My name is 1 and my date of birth is t
My address Is ` • 1 `
(street) (city) (mate) (zip Code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed to L �`�',� County, State of _,on the day of VS ,20_J8.
(rno") (year)
solliture of authorized agent of contracting bus' ass entity
(Dectarere)
Forms provided by Texas Ethics Commission www.ethics slate.tx.us Version V1.0.6711