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HomeMy WebLinkAboutContract 39887 CITY SECRETARY CONTRACT NO. ,. ,� AGREEMENT FOR ADMINISTRATIVE SERVICES This agreement ("Agreement") is made this day of ,�; , 2009, between Phase 11 Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services (hereinafter "PARS") and the City of Fort Worth ("Agency"). WHEREAS, Agency has adopted the PARS Public Agencies Post-Retirement Health Care Plan (the "Plan"), and is desirous of retaining PARS, as Trust Administrator to the PARS Public Agencies Post-Retirement Health Care Plan Trust, to provide administrative services. NOW THEREFORE, the parties agree: 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibit attached hereto as "Exhibit 1 A" ("Services") in a timely manner, subject to the further provisions of this Agreement. 2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as "Exhibit 1 B". 3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless the Agency chooses to make payment directly to PARS. In the event that the Agency chooses to make payment directly to PARS, it shall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. If payment is not received by PARS within thirty (30) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication disputing the subject invoice that is signed by a duly authorized representative of the Agency. 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS' standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are perfonned, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. 5. Information Furnished to PARS. PARS will provide the Services contingent upon the Agency's providing PARS the information specified in the exhibit attached hereto as "Exhibit 1C" ("Data"). It shall be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit ]A, PARS shall be under no duty to question Data received from the Agency, to compute contributions made to the Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or inquire whether contri-K tions made to the. Page Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be liable for non performance of Services if such non performance is caused by or results from erroneous and/or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit IC, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) days written notice to the Agency. 6. Records. Throughout the duration of this Agreement, and for a period of five (5) years after termination of this Agreement, PARS shall provide duly authorized representatives of Agency access to all records and material relating to calculation of PARS' fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement. All information so obtained shall be accorded confidential treatment as provided under applicable law. 7. Confidentiality. Without the Agency's consent, PARS shall not disclose any information relating to the Plan except to duly authorized officials of the Agency, subject to applicable law, and to parties retained by PARS to perform specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of PARS, except as such disclosures may be required by applicable law. 8. Independent Contractor. PARS is and at all times hereunder shall be an independent contractor. As such, neither the Agency nor any of its officers, employees or agents shall have the power to control the conduct of PARS, its officers, employees or agents, except as specifically set forth and provided for herein. PARS shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 9. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of PARS' or Agency's, as the case may be, acts, errors or omissions with respect to the performance of their respective duties hereunder. 10. Compliance with Applicable Law. The Agency shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan. PARS shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement. Page 2 11. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. to the event any party institutes legal proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any state court of competent jurisdiction. 12. Force Majeure. When a party's nonperformance hereunder was beyond the control and not due to the fault of the party not performing, a party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by such cause, including but not limited to: any incidence of fire, flood, acts of God, acts of terrorism or war, commandeering of material, products, plants or facilities by the federal, state or local government, or a material act or omission by the other party. 13. Ownership of Reports and Documents. The originals of all letters, documents, reports, and data produced for the purposes of this Agreement shall be delivered to, and become the property of the Agency. Copies may be made for PARS but shall not be furnished to others without written authorization from Agency. 14. Designees. The Plan Administrator of the Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authority granted by the Governing Board of the Agency, a copy of which writing shall be delivered to PARS. Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement. 15. Notices. All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of the notices in person or by depositing the notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: (A) To PARS: PARS; 5141 California Avenue, Ste. 150; Irvine, CA 92617; Attention: President (B) To Agency: City of Fort Worth; 1000 Throckmorton Street, Fort Worth, TX 76102; Attention: City Manager Notices shall be deemed given on the date received by the addressee. 16. Term of Agreement. This Agreement shall remain in effect for the period beginning September 1, 2009 and ending September 30, 2010 ("Term"). Notwithstanding the foregoing, this Agreement may be terminated at any time by giving ninety (90) days written notice to the other party of the intent to terminate. Absent a ninety (90) day written notice to the other party of the intent to terminate, this Agreement will continue unchanged for successive twelve month periods following the Term. 17. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. Page 3 18. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement. In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the remaining terms, conditions and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such term or condition. 19. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement the prevailing party herein shall be entitled to receive its reasonable attorney's fees. 20. Counterparts. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. 21. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 22. Effective Date. This Agreement shall be effective on the date first above written, and also shall be the date the Agreement is executed. AGENCY: BY: APPROVED AS TO Karen Mont gganarer FORM AND LEGALITY: TITLE: Assistant Cit MM _,\ DATE: c 91C y a- 1-4 1 C-2 3 )3 o ASSISTANT Ogy ATTORNEY PARS: °' '' 1 BY: �' �` Attested by TITLE: DATE: �l Marty He ix, City �� �rr"�.,4 &pO o0�p 0 d 0 %�s�d �a o o G000000 ca jl-tlX'R��a Page 4 EXHIBIT 1 A SERVICES PARS will provide the following services for the City of Fort Worth PARS Public Agencies Post-Retirement Health Care Plan: 1. Plan Installation Services: (A) Meeting with appropriate Agency personnel to discuss plan provisions, implementation timelines, actuarial valuation process, funding strategies, benefit communication strategies, data reporting and contribution submission requirements; (B) Providing the necessary analysis and advisory services to finalize these elements of the Plan; (C) Providing the documentation needed to establish the Plan for review by Agency legal counsel; 2. Plan Administration Services: (A)Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Trust Program ("Trustee"), based upon information received from the Agency and the Trustee; (B) Performing periodic accounting of Plan assets, reimbursements and investment activity, based upon information received from the Agency and/or Trustee; (C) Coordinating the processing of reimbursement payments pursuant to authorized direction by the Agency, and the provisions of the Plan, and, to the extent possible, based upon Agency-provided Data; (D)Coordinating actions with the Trustee as directed by the Plan Administrator within the scope this Agreement; (E) Preparing and submitting a monthly report of Plan activity to the Agency, unless directed by the Agency otherwise; (F) Preparing and submitting an annual report of Plan activity to the Agency; (G)Facilitating actuarial valuation updates and funding modifications for compliance with GASB 45; (H) Coordinating periodic audits of the Trust; (I) Monitoring Plan and Trust Compliance with federal and state laws. 3. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice. In providing the services specified above, PARS will retain qualified professional service providers at its cost as it deems necessary if the service lies outside its area of expertise. Page 5 EXHIBIT 113 FEES FOR SERVICES PARS will be compensated for performance of Services, as described in Exhibit IA based upon the following schedule: (A) An annual asset fee paid from Plan assets based on the following schedule: For Plan Assets fromL Annual Rate: $0 to $10,000,000 0.25% $10,000,001 to $15,000,000 0.20% $15,000,001 to $50,000,000 0.15% $50,000,001 and above 0.10% Annual rates are subject to a monthly minimum equal to $400.00. Annual rates are prorated and paid monthly. The annual asset fee shall be calculated by the following formula [Annual Rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month]. Trustee and Investment Management Fees are not included. (B) A fee equal to the out of pocket costs charged to PARS by an outside contractor for formatting contribution data on to a suitable magnetic media, charged only if the contribution data received by PARS from the Agency is not on readable magnetic media("Data Processing Fee"). Page 6 EXHIBIT 1 C DATA REQUIREMENTS PARS will provide the Services under this Agreement contingent upon receiving the following information: 1. Contribution Data — Completed Contribution Transmittal Form signed by Plan Administrator(or authorized Designee) which contains the following information: (A) Agency name (B) Contribution amount (C) Signed certification of reimbursement from the Plan Administrator, or authorized Designee 2. Reimbursement Data — Completed Payment Reimbursement Form signed by the Plan Administrator(or authorized Designee) which contains the following information: (A) Agency name (B) Payment reimbursement amount (C) Applicable statement date (D) Copy of applicable premium statement (E) Signed certification of reimbursement from the Plan Administrator (or authorized Designee) 3. Executed Legal Documents: (A) Certified Resolution (B) Adoption Agreement to the PARS Public Agencies Post-Retirement Health Care Plan (C) Trustee Investment Forms 4. Other information requested by PARS and Actuarial Provider Page 7 ADOPTION AGREEMENT TO THE PUBLIC AGENCIES POST-RETIREMENT HEALTH CARE PLAN NB 1.679999A EXHIBIT"A"TO PUBLIC AGENCIES POSE-RETIREMENT HEALTH CARE:PLAN TRUS"E AGREEMENT No guaranty that payments or reimbursements to employees, former employees or retirees will be tax-free. The Trust has obtained a ruling from the Internal Revenue Service concerning only the federal tax treatment of the Trust's income. That ruling may not be cited or relied upon by the Employer whatsoever as precedent concerning any matter relating to the Employer's health plan(s) (including post-retirement health plans). In particular, that ruling has no effect on whether contributions to the Employer's health plan(s) or payments from the Employer's health plan(s) (including reimbursements of medical expenses) are excludable from the gross income of employees, former employees or retirees, under the Internal Revenue Code. The federal income tax consequences to employees, former employees and retirees depend on the terms and operation of the Employer's health plan(s). Introduction By executing this Adoption Agreement, the Employer specified in Section 1I of this Adoption Agreement adopts: (1) the Public Agencies Post-Retirement Health Care Plan Document (the "Master Plan Document") integrated with the variable provisions contained within this Adoption Agreement, and (2) the Public Agencies Post-Retirement Health Care Plan Trust Agreement (the "Trust Agreement"). Defined terms shall have the meanings attributed to such terms in the Master Plan Document or the Trust Agreement. The Employer hereby selects the following Plan specifications: Section I Plan and Trust Information A.1.1 FULL NAME OF TRUST: Public Agencies Post-Retirement Health Care Plan Trust A.1.2 FULL NAME OF PLAN: Public Agencies Post-Retirement Health Care Plan, as adopted by(name of Employer): City of Fort Worth A.1.3 EFFECTIVE DATE OF PLAN: if this is a restatement of an existing plan, the restatement became effective: September 1, 2009 NBI:679999.4 EXHIBIT"A"TO PUBLIC AGENCIES POST-RETIREMENT HEALTH CARE PLAN TRUST AGREEMENT Section II Employer Information A.2.1 EMPLOYER INFORMATION: (See Section 2.1 of Master Plan Document): NAME OF AGENCY: City of Fort Worth ADDRESS: (Street): 1000 Throckmorton Street (City, State Zipcode): Fort Worth,TX 76102 (Phone Number): -- . .. -__. -- -(8-17) 392-2255 A.2.2 EMPLOYER'S PLAN ADMINISTRATOR: City Manager A.2.3 EMPLOYER'S TAX IDENTIFICATION NUMBER: 75-6000528 A.2.4 EMPLOYER'S FISCAL YEAR means the 12 consecutive month period: Commencing on (month, day) October 1 and Ending on (month, day) September 30 Section III Eligible Employees and Eligible Dependents A.3.1 ELIGIBLE EMPLOYEE: The determination of Eligible Employees and Eligible Dependents is finally and conclusively made by the Employer according to its applicable policies and collective bargaining agreements, and without reference to this Plan. Section IV Investment A.4.1 INVESTMENT APPROACH: (See Section 6.1 of the Master Plan Document): The Employer shall select either a discretionary or a directed approach to investment. �a. Discretionary Investment Approach If the Discretionary Investment Approach is selected, the Employer hereby directs the Trustee to invest the Assets of the Employer's Agency Account pursuant to one of the investment strategies listed on the accompanying Investment Strategy Selection and Disclosure Form or another investment strategy as mutually agreed upon by the Employer and the Trustee. NB 1:679999.4 EX IIBIT"A"TO PUBLIC AGENCIES POST-RETIREMENT HEAL TI I CARE PLAN"TRUST AGREEMENT b. Directed Investment Approach If the Directed Investment Approach is selected, the Employer must attach its investment policy and retain its own Registered Investment Advisor. The Employer shall be permitted to direct investments of its Agency Account pursuant to the terms of the Trust Agreement. Execution and Adoption of Plan and Related Documents By executing this Adoption Agreement, the Employer hereby adopts and agrees to be bound by the Master Plan Document and the Trust Agreement, and hereby ratifies, confirms and approves the appointment of Union Bank of California, N.A. as the Trustee and the appointment of Public Agency Retirement Services as the Trust Administrator as of the Effective Date. The Employer understands and agrees that the Trust Agreement may be amended from time to time by a vote of the Employers as set forth in the Trust Agreement. This Adoption Agreement is hereby executed and effective as of this IT14, day of 2009. EMPLOY R: CITY OF FORT WORTH APPROVED AS TO By: - �c c,c -`� 1 _ FORM! AND LEGALITY: Karen Montgomery Assistant City Manager o ASSISTANT WY'ATTORNEY ACCEPTED: Trust Administrator: II Systems, dba Public Agency Retirement Services By: Title: Loje E5/LEENT Date: 4 ao, Trustee and Investment Fiduciary: Union Bank of California, N.A. By: _` Q�- C� Title: Date: By: la ala /1 Title: Date: NB1:679999.4 EXHIBIT"A"TO PUBLIC AGENCIES POST-RETIREMENT HEALTH CARE PLAN TRUST AGREF.MF.NT —'- — —' Fuac | o[ ' ^ - CITY COUNCI L AGEND^A ` } COUNCIL ACTION: Approved om8/18/2009 - Res. No. 3779-08-2009 DATE: 8/18/2008 REFERENCE NO': C'23730 LOG NAME: 130PEBTRUGT CODE: C| TYPE: NC)N'CONSENTPUBLIC NO HEARING: SUBJECT: Adopt Resolution Adopting the Public Agencies Retirement Services Post-Retirement Health Care Plan Trust, Authorize the Transfer of $5,000,000.00 for Initial Funding of the Trust and Authorize Execution of Related Documents RECOMMENDATION: |tia recommended that the City Council: 1. Adopt the attached Resolution adopting the Public Agencies Retirement Services ('PARS ) Poo t'Redrement Health Cone Plan Trust as part ofthe City's program of benefits in order to provide a funding source for retiree health care benefits in response to Governmental Accounting Standards Board Statement 45 /(�AGB 4�\� ` '. 2. Authorize the transfer of $5,000,000.00 to PARS for the purpose of funding the Trust; and 3. Authorize the City Manager to execute an Adoption Agreement, Master Plan Document, - California corporation d/b/a PARS (for Trust administration and compliance services), or Union Bank of California, N.A. (for trustee and investment management services) that are necessary to incorporate thaTruatoapartoftheCity'oprognanofbenefitainoccordance with GAE 45. DISCUSSION: With the implementation of a new accounting rule, Government Accounting Standards Board Statement 45 (GASB 45), the City must begin accounting for its Other Post Employment Benefits (OPEB) which are the City's retiree healthcare and death related benefits. Aoof October 1. 2UOG. the Unfunded Actuarial Accrued L/abUitv /UAAL\ aa determined byAon Required` C|ont'iUuUon /AR(�\ vvaa �1O8 rnUUOn. (ARC) - In order to lessen the City's future liability, the City Council modified the health benefit offered to retirees (W &CG'182SS). Consequently, employees and their dependents hired onor after January 1 '2009. upon retirement, may receive continued health coverage under the City's plan by paying the fu'/ cost. No City contribution will be made towards that coverage. The City Council appropriated S5 million in the Fiscal Year 2OOSbudget to deposit inanirrevocable trust that will be used to fund the City's C)PEB liabilities. The trust will allow the Citvtoaaaurneahigher investments on )nvee� en�a ond therefore lessen the funding requirements of the overall 'liability. A committee with representatives from Human Reeouvnea, Financial Management Services, the (�i�v'a financial advisors, the City Attorney's C)Mica and outside bond counsel reviewed C)PEB trust proposals '| from PARS and /<���A. Based on the oonnnn/�ae'a nevievv, it is oaconnnnenUeU that the City adopt PARS Health Care Plan Trust (the PARS Trust) as po� ofthe City's progronnof benefits^in order provide o funding source for retiree health care benefits. Following adoption of the attached '~~ |"'ion and execution of all documents necessary to incorporate the PARS Trust as part of the City''~~~°`onn of benefits, the City vviU transfer $5 million for deposit in the PARS Trust. PARS vviU provide ~rp"'»' adrniniotrohon onU oornphonoeoen/ioea. Union Bonkof <�o|ifornio. N.A.. wiU eerva ao trustee'and~"`will Page 2 of provide investment management services. Two investment strategies exist for the investment of Trust funds: 1) the City can actively, or directly, manage the investments by selecting specific investments; or 2) the City can take a discretionary approach and allow Union Bank to manage the funds based on a particular investment strategy and act as fiduciary. Based on input from the City's financial advisors, staff anticipates opting for the latter, discretionary approach. Fees are based as a percentage of the fund's value. As the total value increases, the percentage decreases. The fee schedules are outlined below: Union Bank Fees Trustee Approach rustee/Custodial Fees Investment Management Fee .35 Percent for Assets Under $51VI 0.25 Percent for Assets $5-$10M Discretionary None .20 Percent for Assets $10-$15M 0.15 Percent for Assets $15-$50M 0.10 Percent on All Assets Over $50M Directed 0.10 Percent of Assets IDepends on Investments Selected PARS's fee structure for trust administration, consulting and compliance is based solely on the fund's value. The fee structure is outlined below: PARS Fees Plan Set-up Fee rust Administration/Consulting/Compliance Fees 0.25 Percent for Assets Under $10M 0.20 Percent for Assets $10-$15M None 0.15 Percent for Assets $15-$50M 0.10 Percent on All Assets Over $50M $400 monthly minimum It is anticipated that as additional funding for retiree health care benefits becomes available, the City will at some point create its own trust and will transfer any available funds in the PARS Trust into this specific trust. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 538070 0905500 $5,000,000.00 Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Lena Ellis (8517) Additional Information Contact: Greg Jordan (8843) http://iipps.cfwnet.or;II/council_packet/mc_review.asp'?ID=1 1912&councildate=8/18/2009 3/2/2010 IVJUL� IM-VILrw Page 3 of ATTACHMENTS PARS Trust Resolution.doc llttp://apps.Cl wnet.org/council_packet/mc_review.asp?ID=1 1912&counci lclate=8/18/2009 3/2/2010 A Resolution NO. 3779-08-2009 ;ADOPTING THE PUBLIC AGENCIES RETIREMENT SERV'IC'ES (PARS) POST-RETIRE,NIENT HEALTH CARE PLAN TRUST AN'D AUTHORIZING EXECUTION OF RELATED DOCU;NIENTS WHEREAS, it is determined to be in the best interest of the City of 1=01-t Worth (the "City") to Participate in the PARS Public Agencies Post-Retirement Health Care Plan Trust (the "Program") to fund post-employment benefits for its employees, and WHEREAS, the City is eligible to participate in the Program, a tax-exempt trust and plan performing an essential governmental function within the meaning of Section 1 1 ; of the Internal Revenue Code, as amended, and the Regulations issued thereunder, and is a tax-exempt trust under the relevant statutory provisions of the State of 'Texas, NOW, THEREFORE, BE 11' RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. That the City Council hereby adopts the PARS Public Agencies Post- Retirement Health Care Plan Trust, including the PARS Public Agencies Post-Retirement Health Care Plan, as part of the City's program of benefits, effective on the later of September 1 , 2009 or the date as of which all documents reduired to effectuate such Trust have been executed (the "PARS Legal Documents"), and 2. That the City Council hereby appoints the City Manager, or his/her successor M' his her designee as the City's Plan Administrator for the Program; and 3. 1 hat the Ctty Manager or any Assistant City 'Manager is }lerebv authorized to r\Ccule the PARS 1_c��,rl Documents on behalf of the City and to take whatcver additional AC11�111, ;tie 111a1ntalll the ( Its' S 11m,tIcIpAtioll Ill the PrfitLralTl. amid the C It� ,� PI,!!I _A _Inlll)I�fi';1(tl" tier fhL PI't �ralll 1� 11 c'["C11� 11.011O1'1/ed to Illalntaln C( I11p11aI1CC vt ally r:lui:1tit'll I —LiCd m. I, n1,1% he issued: therrfure. authorilill him her to take Cl- ,1J'I111"'Ildl ,li11011 are rCktuII'Cd t() administer the (,It\ 'S PARS plan. FOR I WORT ti .�–_j �: r� RESOLUTION N*O. 3779-118-2009 AdOI)tCd this IS''' Slav Of AL19Ust 2009. A T F:S F: P } , C Marty HCn'lriti, ('itv Sccrc(ary C 'r