HomeMy WebLinkAboutContract 39887AGREEMENT FOR ADMINISTRATIVE SERVICES
This agreement ("Agreement") is made this 1 day of .'i X . , 2009, between Phase II
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 I 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 performed, 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 info►►nation 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 IA, 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 contributions made to the
Page 1
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CITY S1=f:.Q1�f.hQY
FT. Va'Or� N� TX
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 1C, 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 terns 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.
I. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas. In 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 Majeure6 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 ("Terns"). 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
instr�iment executed by the parties hereto.
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: % S%YL&
Karen Montgqm ry
TITLE: Assistant City Mcana er
DATE: C/ // 91O
PARS: �� •�
j
BY: / y 44
TITLE:�t
DATE: ,� Z
asslsr�aNr
1Viarty
AY'�C�I�N�Y
OFFICIAL I�FC(�RD
CITY SECRETARY
T.
WORTH, TX
EXHIBIT IA
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 1 B
FEES FOR SERVICES
PARS will be compensated for performance of Services, as described in Exhibit lA based
upon the following schedule:
(A) An annual asset fee paid from Plan assets based on the following schedule:
For Plan Assets from;
$0 to $10,000,000
$1030005001 to $15,0005000
$15,000,001 to $50,000,000
$50,000,001 and above
0.25%
0.20%
0.15%
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
formatting contribution data on to a suitable magnetic
contribution data received by PARS from the Agency
media ("Data Processing Fee").
Page 6
by an outside contractor for
media, charged only if the
s not on readable magnetic
EXHIBIT 1C
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
NB1:679999.�1 EXI-1(BIT "A" TO Pl1BL[C AGENCIES POS"P-RETIREMEN'P HEALTH CARE PLAN TRUS"f AGREEMEN'C
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
plans) 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 II 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.l .l 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
NB1:679999.4 EXHIBIT "A" TO PUBLIC AGGNCiES POST-RETIREMGN"1' HEAL'Cr{ 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 Tlu•ocicmorton Street
(City, State Zipcode): Fort Worth, TX 76102
(Phone Number): (8-17) 392-22SS
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.
�C W�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.
N61:679999.4 EXHIBIT "A" TO PUBLIC AGENCIES POST -RETIREMENT HEAL:I'11 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 acid 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 � �`�" day of
2009.
EMPLOYFfR: CITY OF FORT WORTH
By:
Karen Montgomery 0
Assistant City Manager /
ACCEPTED:
Trust Administrator:.
By:
Date: 4
ASSISTANT
Y AT I UMM Y
II Systems, dba Public Agency Retirement Services
OD
Title: ESiDE/Vj
Trustee and Investment Fiduciary: Union Bank of California, N.A.
Title:
i
B:
y
Date:
NB I :679999.4 EXHIBIT "A" TO PUBLIC AGF.NCIF.S POST -RETIREMENT HEALTH CARE PLAN TRUST AGREF,MENT
ivi&(.. txeview
Page 1 of 3
COUNCIL ACTION: Approved on 8/18/2009 - Res. No, 3779-08-2009
DATE: 8/18/2009 REFERENCE NO.: C-23730 LOG NAME: 13OPEBTRUST
CODE: C TYPE: NON -CONSENT PUBLIC NO
HEARING:
SUBJECT: Adopt a 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
It is recommended that the City Council:
1. Adopt the attached Resolution adopting the Public Agencies Retirement Services (PARS) Post -
Retirement Health Care Plan Trust as part of the 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 (GASB 45);
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,
Agreement for Administrative Services and any other documents with Phase II Systems, a 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
the Trust as part of the City's program of benefits in accordance with GASB 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.
As of October 1, 2008, the Unfunded Actuarial Accrued Liability (UAAL) as determined by Aon
Consulting was $986 million and the associated million. Annual Required Contribution (ARC) was $103
In order to lessen the City's future liability, the City Council modified the health benefit offered to
retirees (M&C G-16299). Consequently, employees and their dependents hired on or after January 1,
2009, upon retirement, may receive continued health coverage under the City's plan by paying the full
cost. No City contribution will be made towards that coverage.
The City Council appropriated $5 million in the Fiscal Year 2009 budget to deposit in an irrevocable
trust that will be used to fund the City's OPEB liabilities. The trust will allow the City to assume a higher
yield on investments and therefore lessen the funding requirements of the overall liability.
A committee with representatives from Human Resources, Financial Management Services, the City's
financial advisors, the City Attorneys Office and outside bond counsel reviewed OPEB trust proposals
from PARS and ICMA. Based on the committee's review, it is recommended that the City adopt the
PARS Health Care Plan Trust (the PARS Trust) as part of the City's program of benefits in order to
provide a funding source for retiree health care benefits. Following adoption of the attached resolution
and execution of all documents necessary to incorporate the PARS Trust as part of the City's program
of benefits, the City will transfer $5 million for deposit in the PARS Trust. PARS will provide Trust
administration and compliance services. Union Bank of California, N.A., will serve as trustee and will
htt1)://apps.cfwnet.org/counc1l_packet/mc_review.asp?ID=1 1912&councildate=8/ 18/2009
3/2/2010
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provide investment management services.
Page 2 of 3
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
rustee Approach
rustee/Custodial Fees
Investment Mana ement Fee
0.35 Percent for Assets Under $51VI
0.25 Percent for Assets $5-$10M
Discretionary
None
0.20 Percent for Assets $10-$15M
0.15 Percent for Assets $15-$50M
0.10 Percent on All Assets Over $50M
Directed 10810 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
Ian Set-up Fee rust Administration/Consulting/Compliance
Fees
0.25 Percent for Assets Under $10M
0.20 Percent for Assets ;10415M
one 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/Cente_rs
Submitted for City. Manager's_Office__by.;
Originating Department Heads
Additional Information
Contact:
FROM Fund/Account/Centers
01. 538070 09_0.5500 $5L000 000.0_0_
Karen Montgomery (6222)
Lena Ellis (8517)
Greg Jordan (8843)
http://apps.efwnetorg/council_packet/mc_review.asp?ID=1 1912&couneildate=8/18/2009 3/2/2010
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Page 3 of 3
ATTACHMENTS
PARS Trust Resolution.doc
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=t 1912&councildate=8/18/2009
3/2/2010
A Resolution
NO. Of9-08-2009
�DOPTING THE PUBLIC AGENCIES RETIRE -SENT SERVICES (PARS)
POST -RETIREMENT HEALTH CARE PLAN TRUST
AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS
WHEREAS, it is determined to be in the best interest of the City of Fort Worth
(the "(ity") to participate in the PARS Public Agencies TPost-Retirement Health Care
Plan rust (tile "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 15 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.
NOV1', THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS,
I. That the City Council hereby adopts t11e 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, ?009 or the date as of which all documents required to effectuate such Trust
have been executed (the "PARS Legal Documents"). and
2. hhat the City Council hereby appoints the City Manager, or hisrher successor
or hisiher designee as the City's Plan Administrator for the Program; and
;�. 1 hat the City ��tsnager or any Assistant City Manager is hereby authorized to
°xecute the P.-FRS Le��al Doeumr_nts on behalf of the City and to take whatever additional
ictinns arc necessary to maintain the City's participation in the Program, and the ('itv's
'ian ldrninistratc�r for the Program is hereby authorized to maintain compliai7ce of amv
elc%ant regulation i.5tiued or as may be issued: therefore, authorizing him -'her to take
hateNer additional actions arc required to administer the City's PARS plan.
�ZESOLU I ION N06 3779~08-2009
A( opted this 181.1 Slav of August ?OQ9.
3y. r r
�larty Hendrix, City Secretary
T