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2013-012 RES AUTHORIZING COP TO ENTER INTO INTERLOCAL COOPERATION AGREEMENT WITH NORTH CENTRAL TX COUNCIL OF GOVERNMENTSRESOLUTION N0. 2013-012 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, AUTHORIZING THE CITY TO ENTER INTO AN INTERLOCAL COOPERATION AGREEMENT WITH NORTH CENTRAL TEXAS COUIVCIL OF GOVERNMENTS (NCTCOG) TO HIRE GABRIEL ROEDER SMITH & COMPANY TO CONDUCT ACTUARIAL CONSULTING SERVICES OF THE CITY'S OTHER POST EMPLOYMENT BENEFITS AS REQUIRED BY GOVERNMENTAL ACCOUNTING STANDARDS BOARD STATEMENT NUMBERS 43 AND 45; MAKIIVG OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Governmental Accounting Standards Board Statement numbers 43 and 45 requires an actuarial evaluation of other post employment benefits (OPEB) program offered by cities; and, WHEREAS, the City of Paris currently provides OPEB for its qualified retirees and the evaluation will calculate the dollar amount of the City's liability for OPEB so that it may be properly reflected on the City balance sheet along with providing other useful financial information; and, WHEREAS, in order to minimize the cost of this study and future studies, the City is recommending that the Council approve using a shared actuarial services agreement available through the North Central Texas Council of Governments (NCTCOG); and, WHEREAS the NCTCOG has coordinated a request for proposals for actuarial services negotiating with several actuarial consultants to obtain the best price for these services and using the prospect of multiple city valuations as a negotiating point, NCTCOG was able to obtain favorable pricing for this service; and, WHEREAS, NCTCOG selected Gabriel Roeder Smith & Company located in Irving, Texas to conduct the actuarial study and the estimated cost of services for the City of Paris is $6,525.00 through this agreement for these actuarial services; and, WHEREAS, the City Council hereby finds that it is in the best interest of the City of Paris and its citizens that the City enter into an Agreement with North Central Texas Council of Governments (NCTCOG) in order to provide these actuarial services to the City of Paris and that the City Manager should be authorized to execute any and all necessary documents related to conducting GASB 45 actuarial services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. The City Council of the City of Paris does hereby approve entering into a shared services agreement with North Central Texas Council of Governments for Governmental Accounting Standards Board Statement 45 actuarial services. Section 3. The City Manager be, and he is hereby authorized and directed to execute on behalf of the City of Paris a Master Agreement with Gabriel Roeder Smith & Company, Consultants and Actuaries ("GRS") for actuarial consulting services and an Interlocal Agreement for Cooperative Purchasing for Actuarial Shared Services substantially in accordance with the forms attached hereto as Exhibits A and B, and any and all other necessary documents related to conducting GASB 45 actuarial services. Section 5. This resolution shall be effective immediately upon passage. PASSED AND ADOPTED this 25th day of February, 2013. � � � Richard Grossnickle, M.D. Mayor Pro-Tem nice Ell�s, Crty Clerk APPROVED AS TO FORM: W. Kent McIlyar, ity Attorney Gabriel Roeder Smith & Company 5605 N. MacArthur Blvd. 469.524.0000 phone R Consultanu & Actuaries Suite 870 469.524.0003 fax irving,'I'X 75038-2631 wwwgabrielroedeacom MASTER AGREEMENT 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 (name of government) hereinafter referred to as `CONTR.ACTING 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 Exemnt 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¢regate Information. GRS agees 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. F. Terminadon. 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. EXHIBIT "A" 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. I. Term. The term of this master ageement will be governed by the afore referenced NCTCOG RFP and will expire on September 30, 2014. J. 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 or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors to the extent pertnitted 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 defined 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 conshued 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 occunence of a force majeure event, the delay shall be excused and the time fixed for completion of the work extended by a period equivalent to the time lost because of the event. Gabriel Roeder Smith & Company 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. : Title: CONTRACTING GOVERNMENT I:� Title: Date: Date: Gabriel Roeder Smith & Company Attachment A Pricing of Services — Calendar Year 2013* The price of the valuation is based on the following components: a) Number of�articipants: b) Number of retirement nlans: 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. e) Claims analvsis: The valuation fee is increased by $2,000 if claims experience is required. fl 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. Gabriel Roeder Smith & Company ❖ 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 Senior Consultant Consultants Senior Analysts Actuarial Analysts Systems Analysts and Prograznmers Administrative Support Staff Hourly Rates $395 $310 $200 $170 $230 $125 *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. Gabriel Roeder Smith & Company INTERLOCAL AGREEMENT FOR COOPERATIVE PURCHASING FOR ACTUARIAL SHARED 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 Fiags Drive, Arlington, Texas 76011, and ,a local govemment, created and operated to provide one or more governmental functions and services, hereinafter referred to as "Participant," having its principal place of business at WITNESSETH WHEREAS, NCTCOG is a regionai 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 govemmental 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, 2014; and WHEREAS, the Participant has represented that it is an eligible entity under the Act that by Administrative Action has authorized this Agreement on , and that it desires to contract with NCTCOG on the terms set forth below; NOW, THEREFORE, NCTCOG and the PARTICIPANT do hereby agree as follows: ARTICLE 1: 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 (Z) 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 payrnents 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. EXHIBIT "B" THIS INSTRUMENT AAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: *Denotes reguired fields NOTE• Facsimile copies oithis document shall not be acceptable as ORIGINALS. �nterstate v� re�. l0/05 * North Central Texas Counci[ of Governments Name of Participant (local government, agency, or non profit 616 Six Flags Drive, Arlington, Texas 76011 corporation) Mailing Address * City Signature of Authorized Official Typed Name of Authorized Official State Typed Title of Authorized O�cial Date ZIP Code Signature of Authorized Official *Monte Mercer Typed Name of Authorized Official *Deputy Execurive Director Typed Title of Authorized Official Date