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2014-383\\codad\departments\legal\our documents\ordinances\14\nctcog interlocal agreement.doc ORDINANCE NO, 2014-383 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO ENTER INTO AN INTERLOCAL AGREEMENT WITH THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS FOR THE COOPERATIVE PURCHASING OF ACTUARIAL SHARED SERVICES ASSOCIATED WITH OTHER POST-EMPLOYMENT BENEFITS AS DEFINED BY GOVERNMENTAL ACCOUNTING STANDARDS BOARD (GASB) STATEMENT NUMBER 45; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the "Cit�� and the North Central Texas Council of Governments (the "NCTCOG� desire to enter into an Interlocal Cooperation Agreement for the NCTCOG cooperative purchasing of actuarial shared services associated with other post- employment benefits as defined by GASB Statement Number 45; and WHEREAS, NCTCOG is well equipped to perform this service; and WHEREAS, the City Council finds that the Interlocal Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION„w 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2, The City Manager, or his designee, is hereby authorized to execute the Interlocal Agreement on behalf of the City with NCTCOG. The City Manager, or his designee, is hereby authorized to carry out the rights and duties of the City under the Interlocal Agreement including the expenditure of funds provided for therein. SECTION 3. This Ordinance shall become effective immediately upon its passage and � ................._.�. approval. PASSED AND APPROVED this the �_�.� day of �� '� �� , 2014. �� ,,�� F � � �� ,� l ,�,1 � �,� i L � W.A � ..� .°; �� _ ..� .. ............. .. � MA�^"��R ATTEST: JENNIFER WALTERS, CITY SECRETARY � ��'� BY:�� "� .y .....�-��:�..�� ..... �� . �. Page 1 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY , BY: � � .m�,.,,..�� .� �_��m. � .... � �..� �:,�. _�. ,,,� � INTERLOCAL AGREEMENT FOR COOPERATIVE PURCHASING FOR ACTUARIAL SHAREI� SERVICES THIS INTERLOCAL AGREEMENT ("Agreement"), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code (the "Act"), by and between the North Central Texas Council of Governments, hereinafter referred to as "NCTCOG," having its principal place of business at 616 Six Flags Drive, Arlington, Texas 76011, and Citv �f 1�Pn,tnn, TX ,a local government, created and operated to provide one or more governmental functions and services, hereinafter referred to as "Participant," having its principal place of business at 601 E. Hickorv Street, Denton, TX 76205. WITNESSETH WHEREAS, NCTCOG is a regional planning commission and political subdivision of the State of Texas operating under Chapter 391, Texas Local Government Code; and WHEREAS, pursuant to the Act, NCTCOG is authorized to contract with eligible entities to perform governmental functions and services, including the development of a standard approach for acquiring actuarial services; and WHEREAS, in reliance on such authority, NCTCOG has a cooperative purchasing program under which it contracts with eligible entities under the Act; and WHEREAS, NCTCOG extended the original agreement with Gabriel, Roeder, Smith and Company to provide such services to until September 30, 2017; and ''�'11��fa ��,„ il�� 'r��°��Eat,�r��t has repre ented that it is an eligible ntity under the Act that by Administrative Action I��; ��tl�tarir��l ��t��; J��m��ent on �D✓E/YI�C.� ��, 20/� , and that it desires to contract with NCTCOG ea�� ti��c,1u��°a�r�� r�m��.�� ;��w; NOW, THEREFORE, NCTCOG and the PARTICIPANT do hereby agree as follows: ARTICLE L• LEGAL AUTHORITY The Participant represents and warrants to NCTCOG that (1) it is eligible to contract with NCTCOG under the Act because it's a local government, as defined in the Act, and (2) it possesses adequate legal authority to enter into this Agreement. ARTICLE 2: APPLICABLE LAWS NCTCOG and the Participant agree to conduct all activities under this Agreement in accordance with all applicable rules, regulations, and ordinances and laws in effect or promulgated during the term of this Agreement. ARTICLE 3: WHOLE AGREEMENT This Agreement and any attachments, as provided herein, constitute the complete contract between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. ARTICLE 4: BILLINGS Billings will be generated for the Actuarial Shared Services through Gabriel Roeder Smith & Company based upon Administrative Fee of $125 per valuation cycle (effective October 1, 2012). Each party paying for the performance of said functions of government shall make those payments from current revenues available to the paying party. ARTICLE 5: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by both parties, except that any alterations, additions, or deletions to the terms of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without written amendment hereto, and shall become effective on the date designated by such law or regulation. NCTCOG reserves the right to make changes in the scope of services offered through the Cooperative Purchasing Program to be performed hereunder. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: *Denotes required fields N�7�" �°[r� 3r��aede t��'.ti" r��1�a�os �ca��at��A�E 5�lc,r�P1 ��ta,l �'as' ��ctm'c� ��rt� ,��"1!Cxi��LrS". Interstate vl rev. 10/OS �ity of Denton Name of Participant (loca! government, agency, or non profr� � corporalion) L15 E. McKinney Mailing Address �enton, T�:�.�� "�f��l� Cit State mmmm� y Z1P Code *BY� �"f7/911�1M/\/�' Il!/1 �W � Signature of Authorized Official mmmm�� eor�e C. Campbell Typed a�r�� of �u ��ri� c��i Official �� I �� C, � ,,� �� T ed Tide of Authorized Officia� ��mmmmmm IT��c �,N� al 1 ��" Yp ^ North Central Texas Council of Governments 616 Six Flags Drive, Arlington, Texas 76011 �i� �'� �� " �s��"��,,.��'� ��:�.�' � ...��.......��........m.� °�,h��l �� of Authorized Official *Monte Mercer Typed Name of Authorized Ofticial *Deputy Executive Director Typed Title of Authorized Official Da�� te ��1�� ]�a�� ,��nn�Iln d�: �a��a��y Sd��D.S T�(o ii�ac:�u•�Ih�xc 16ll�rs�. �&��..52�.�YG1��b p��n�azna: �°a��as�eA��a�s d� �a:�u.n�reia:� �asa�� $7�1 ��9.52"�.�d1d�3 ��.;� �cva�u�,'�°�G 7'��}3� 2�3� vv��o��ksu�n�lm�ka:c9a��.�as�a� '. � . � Pursuant to the award of Joint Actuarial Services by the North Central Texas Council of Governments (NCTCOG), this agreement confirms the terms under which the City of Denton, TX hereinafter referred to as `CONTRACTING GOVERNMENT" has engaged Gabriel, Roeder, Smith & Co. hereinafter referred to as "GRS" to perform actuarial consulting services. In as much as this relationship will involve several actuarial reviews and other services that will be governed by the Request for Proposal issued by NCTCOG on May 31, 2006 and our subsequent response to that proposal, we have agreed to establish this "master agreement" defining the general terms and conditions for all work performed. This agreement will not, by itself, authorize the performance of any services. Rather specific services will be authorized through a separate engagement letter that references this master agreement and details the services to be provided and the timeframe and fees required. In the event of an inconsistency between this master agreement and an individual engagement letter, the master agreement will be followed. As described in the above referenced Request for Proposal the following terms apply: A. Tax Exempt Entities. CONTRACTING GOVERNMENT is exempt from manufacturer's federal excise tax and states sales tax. Tax exemption certificates will be issued upon request. B. Role of NCTCOG. NCTCOG has served as a facilitator to the RFP and award process but the contractual relationship is between GRS and the CONTRACTING GOVERNMENT. C. Ag�re�ate Information. GRS agrees to supply NCTCOG with the specified results from the valuations and to aggregate that information with that of other governments for the purpose of benchmarking. D. Fees. GRS agrees to follow the attached pricing schedule ("Attachment A") for pricing of its services. E. Review of Charges. CONTRACTING GOVERNMENT has the right to review the supporting documentation for any hourly charges or out of pocket expenses assessed to the CONTRACTING GOVERNMENT under the fee schedule. �^, Termination. Both CONTRACTING GOVERNMENT and GRS will have the right to terminate this ,agreement through written notice. CONTRACTING GOVERNMENT will pay any charges or prorate fees incurred to the date the termination notice is received and actuary will cease any in progress work unless specific stopping points are provided in the letter. G. Work Product. The final work product will be the property of the CONTRACTING GOVERNMENT to be used as stated in the specific engagement letter. Ancillary use of the product is permitted but GRS is not responsible for the reliability of those projections. It is understood that all reports are subject to the open records laws of the State of Texas and the contracting jurisdiction. H. Independent Contractor. All the services provided by GRS will be as an independent contractor. None of the terms in the engagement letter will be interpreted to create an agency or employment relationship. Term. The term of this master agreement will be governed by the afore referenced NCTCOG RFP and will expire on September 30, 2017. Complete Agreement. This letter combined with the specific engagement letter and as clarified by the RFP and Proposal set forth the entire agreement between the CONTRACTING GOVERNMENT and GRS. K. Indemnification. GRS covenants and agrees to indemnify and hold harmless and defend and does hereby indemnify, hold harmless, and defend CONTRACTING GOVERNMENT, its officers and employees, from and against any and all suits or claims for damages or injuries, including death, to persons or property, whether real or asserted, arising out of any negligent act or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors, and the contractor does hereby assume all liability for injuries, claims or suits for damages to persons, property, or whatever kind of character, whether real or asserted, occurring during or arising out of the performance of this contract as a result of any negligent act ar omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors to the extent permitted by law. Please review this master agreement letter and the attached schedules and indicate your acceptance by having an official of CONTRACTING GOVERNMENT sign below. L. Force Maieure. A force majeure event shall be deiined to include governmental decrees or restraints, acts of God (except that rain, wind, flood or other natural phenomena normally expected for the locality, shall not be construed as an act of God), work stoppages due to labor disputes or strikes, fires, explosions, epidemics, riots, war, rebellion, and sabotage. If a delay or failure of performance by either party to this contract results from the occurrence of a force majeure event, the delay shall be excused and the time fixed for completion of the wark extended by a period equivalent to the time lost because of the event. Cg�b�°i�l �i.��d�r S i�h � �� r�y M. Professional Standards. GRS will provide qualified personnel for each engagement and follow all professional standards ascribed by the American Academy of Actuaries and the Governmental Accounting Standards Board. GABRIEL, ROEDER, SMITH & CO. � ,y�'l By �,�, � �. �� d' ,P'p � � �P�,�0..�;'.4 r_��b��.:l14"��,,� �r"�'�W„°hMT""..�:�.��.,�.� .�....� ...,..., �'0",�.- ��...... ...,.�.�...... � Date: . � �. _... .. � Title. �* . , µ, , ' ��°`�� ..� ��re'� ��n �,. ��" � , . ,� � ��..........._.........-- �...��..........�.�.�........��...__—. CONTRACTING GOVERNMENT : Titl Date: _ � . ll _� 20 �� ..... �� L�� S�n�� ar�a�r�.�y Attachment A Pricing of Services — Calendar Year 2013* The price of the valuation is based on the following components: a) Number of participants. mmmPanc�ipant Count � ITIT � Base Fee �W..�� Less than 100 $4,500 � ....�_ .....,,,,,,, .... 10 — 199 $4,500 .._ ....� I 200 499 �,�� $5,200 .�, _ .... �___ .. �.. � 500 — 999 $5,500 ��.� .... � .....�._ � � ....... 1,000 — 2,499 $6,400 Over 2,500 .... .... �.._�� $7,000 �. �� b) Number of retirement plans: There is no additional charge if the employees participate in only one retirement plan. For each additional retirement plan, the valuation fee is increased by $1,600. c) Number of health plans: There is no additional charge if the participants are covered under only one health plan. For each additional health plan, the valuation fee is increased by $1,000. d) Annual, biennial or triennial valuation: The valuation fee is increased by $1,200 for valuations which are intended to be used for two fiscal years and by $2,400 for valuations which are intended to be used for three fiscal years. c:°i �°��i�;�s ��r��l�;�i:�:. The valuation fee is increased by $2,000 if claims experience is required. � Pricin� discount: Employers with very simple plans may be eligible for an $800 price reduction. The engagement agreement will specify whether the pricing discount applies. ��kr�a��. �Z��c6�a� S�n��fln. � C;c��n��ny ❖ Pricing assumes 20% paid upon acceptance by the government of the engagement, 50% upon receipt of the draft report and 30% upon acceptance of the final report. ❖ Fees for additional services and optional services that are not determined as `basic' will be based on the following rates: GRS Position Title Hourly Rates Senior Consultant Consultants Senior Analysts Actuarial Analysts $395 $310 $200 $170 Systems Analysts and Programmers $230 Administrative Support Staff $l25 *Prices will be adjusted annually beginning in January 2014 based on changes in the Consumer Price Index, All Urban Consumers, on a December over December basis. Current rates for your plan are reflected in the engagement agreement sent with this document. G�b�� Rc��d�� ith � C� p�a�y Pricing of Services — Calendar Year 2014 The price of the valuation is based on the following components: g) Number of participants: _.��..... __.. ..__ , Participant Count Base Fee ��_... _......�. _ ._..� Less than 100 mm� m.� $4,570 � �� ....�.�� _ ....�� ..� _ $4,570 ..�,,,, w � . ......� ...�.. ...� ..� 200 — 499 $5,280 500 — 999 ...�..� $5'S..... �.�._ 85 �,.�,,, � .. ....... .... w,, 495 .....� 1,000 — 2,499 $6, �.... ��.�......... � .....� �.� .�. _ . OS Over 2,500 I $7,l m„�� h) Number of retirement plans: There is no additional charge if the employees �participate in only one retirement plan. For each additional retirement plan, the valuation fee is increased by $1,625. i) Number of health plans: There is no additional charge if the participants are covered under only one health plan. For each additional health plan, the valuation fee is increased by $1,015. j) Annual. biennial or triennial valuation: The valuation fee is increased by $1,220 for valuations which are intended to be used for two fiscal years and by $2,440 for valuations which are intended to be used for three iiscal years. k) Claims analysis: The valuation fee is increased by $2,030 if claims experience is required. 1) Pricing discount: Employers with very simple plans may be eligible for an $810 price reduction. The engagement agreement will specify whether the pricing discount applies. Note: Each valuation includes an additional NCTCOG administrative fee of $125. ❖ Pricing assumes 20% paid upon acceptance by the government of the engagement, 50% upon receipt of the draft report and 30% upon acceptance of the final report. ��r�a�� d�� S�b�� ;c��a��ay ❖ Fees for additional services and optional services that are not determined as `basic' will be based on the following rates: GRS Position Title Hourly Rates Senior Consultant Consultants Senior Analysts Actuarial Analysts $410 $320 $205 $175 Systems Analysts and Programmers $235 Administrative Support Staff $130 ��b��fl �t.�� S�n��n � ��5��