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PENSION ADMINISTRATION SERVICES J I CONSULTANT SERVICES AGREEMENT THIS AGREEMENT made this l' <:fV-. day of l:u:~ b L/L.. , 1996, by and between the CITY OF CLEARWATER, FLORIDA ("City"), P. O. Box 4748, Clearwater, Florida 34618, and COOPERS & LYBRAND, L.L.P. ("Consultant"), a limited liability association authorized to do business in the State of Florida; WHEREAS, City issued Request for Proposal No. 150-96 for outsourcing pension administration services; WHEREAS, City selected Consultant to provide pension administration services according to Consultant's Response to Request for Proposal 150-96; NOW, THEREFORE, the City and Consultant do hereby agree to incorporate all terms and conditions of the above-referenced Request for Proposal and Response and, furthermore, mutually agree as follows: 1. Scope of Services. Consultant agrees to provide pension administration services as described in the Letter of Engagement attached as Exhibit A. 2. ~. Consultant agrees to provide pension administration services for the term beginning on January 1, 1997, and terminating on December 31, 2001, subject to annual budgetary appropriations by City. 3. Fee Payment. City agrees to pay Consultant no more than $65,000 annually for all fees and reimbursable costs described in Exhibit A. All fees and reimbursable costs payable to Consultant are subject to review and approval by the city project coordinator. Payments are governed by the Florida Prompt Payment Act, Florida Statute 218.70 et al. 4. Expenses. City Project Coordinator, at his discretion shall authorize and approve all payments for reasonable out-of-pocket expenses incurred by Consultant. Consultant shall not request reimbursement for expenses for travel, time or transportation fees between Consultant's main office and City's main office. 5. ~. Consultant agrees to pay all taxes arising out of or levied or imposed by reason of the transaction contemplated hereby. 6. Reports. Consultant agrees to provide City reports on all services upon request by the City. 7. Warranty. Consultant warrants that the services shall be performed in a workmanlike manner in accordance with the specifications and description of such services as set forth in Exhibit A and the Request for Proposal and Response. Consultant agrees to respond promptly and to use all reasonable efforts to remedy any defect which is identified by City during the term of this Agreement. 8. Project Coordinator. City shall designate a Project Coordinator to represent the City on all matters relating to this Agreement. Consultant agrees that Mr. Steven Metz or Ms. Kate Mompower shall be the Project Coordinators for Consultant throughout the term of this Agreement. If either Mr. Metz or Ms. Mumpower leave or are otherwise no longer employed by Consultant then the City reserves the right to terminate this Agreement upon 30 days written (! t. / fJ~notice to Consultant. .~ fA',!/I' /)' /\-., ..., jl ';;..<.. wI..., (/ (;o ) I I 9. Termination. Either party may terminate this contract by giving the other party 30 days written notice of its election to do so and by specifying the effective date of such termination. Upon termination, Consultant agrees to submit a final bill for payment and to return all proprietary materials in its possession to the City. 10. Confidentiality. Consultant agrees that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the performance of the services required to be performed under this Agreement. 11. Independent Contractor. Consultant's personnel in performance of this Agreement are acting as independent contractors and are not employees or agents of the City. 12. Insurance. Consultant shall secure and maintain: 1) Workers' Compensation and Insurance in compliance with all applicable federal and state laws and regulations; 2) Comprehensive General Liability Insurance with minimum limits of $1,000,000; and 3) Professional Liability Insurance with minimum limits of $1,000,000. Certificates evidencing such insurance shall be submitted to the City on an annual basis. Failure to provide such certificates shall be cause for termination. 13. Indemnification. Consultant agrees to protect, defend, indemnify and hold the City and its officers, employees and agents harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character for bodily injury, death to persons or damage to physical property to the extent directly and proximately resulting from any negligent act or omission of Consultant or its employees in connection with this Agreement and the performance hereof. 14. Attorneys Fees. In the event that either party seeks to enforce this Agreement through attorneys at law, then the parties agree that each party shall bear its own attorneys fees and costs and that jurisdiction for such action shall be in a court of competent jurisdiction in Pinellas County, Florida. 15. Entire Agreement. This Agreement evidences the complete understanding and agreement of the parties, and any modification shall be in writing subscribed to by both parties. 16. Assignment. Neither party may assign, without the prior written consent of the other its rights, duties or obligations under this Agreement in whole or in part. 17. No Waiver. The waiver or failure of either party to exercise any right in respect provided for herein shall not be deemed a waiver of any further right hereunder. 18. Notice. Any notice provided pursuant to this Agreement is specified to be in writing, shall be in writing and shall be deemed given if 1) by hand delivery upon receipt thereof, and 2) if mailed three days after deposit in the U.S. Mail, postage prepaid certified mail return receipt requested. All notices shall be addressed to the parties at their respective addresses indicated herein. 2 I I SIGNATURE PAGE FOR AGREEMENT BETWEEN THE CITY OF CLEARWATER AND COOPERS & LYBRAND L.L.P. IN WITNESS WHEREOF the City and Consultant have executed this Agreement on the date first above written. Countersigned: CITY OF CLEARWATER, FLORIDA A~ Rita Garvey Mayor-Commissioner By: {ttq~ Elizabe . Dep a City Manager Approved as to form and legal sufficiency: Attest: ~C?= _ n Carassas Assistant City Attorney (Y_~~ [. IL ~ E. Go':ldeau City Clerk . / .Q. h COOPERS & LYBRAND LLP. By: I!. 5-&j~~~f2 s:\Inewcome\coopers.con 3 Coopers & Lybrand eLopers & Lybrand L.L.P. a professional services firm 101 East Kennedy BOUllard Suite 1500 Tampa, Florida 33602-5194 telephone (813) 229-0221 facsimile (813) 228-0639 Human Resource Advisory PERSONAL & CONFIDENTIAL November 26, 1996 Ms. Deborah Bailey Payroll Services Manager City of Clearwater 100 S. Myrtle Ave. Clearwater, FL 34618-4748 Dear Debbie: This scope of services agreement between the City of Clearwater and Coopers and Lybrand L.L.P. sets forth the nature of the services we will provide; the City's required involvement and assistance in support of our services; the related fee arrangements; and any other terms and conditions designed to assure that our professional services are performed to your satisfaction. The purpose of our engagement will be to prepare a customized pre-retirement planning workbook; produce annual pension statements; perform benefit calculations and prepare letters and forms to communicate results to the employee; conduct quarterly on-site pre-retirement seminars/workshops for employees of the City; provide telephone pension advice and counseling services; and prepare a summary plan description for the pension plan. EMPLOYEE PRE-RETIREMENT PLANNING WORKBOOK This workbook will be customized to meet the City's specifications. It can include an overview of the City's plans, distribution options and tax issues, investment planning, etc. Our agreed-upon fees for this project are $6,000, based on the following content and workplan: We will review the workbook every year through 2001 and will notify the City by January 1 each year as to whether it needs to be revised due to material changes in law, the pension plan, Social Security, or any other reason. If we believe that the information contained in the workbook is materially incorrect due to any changes we will provide an updated version by January 31 each year. We will provide the workbook to the City in camera-ready format. I, . . .(, ~:::. I.. '.~ '~~ r;~' \j ~,:?; ~. A S'>J'1 ~, ~ ,,': rq'J. 1.\(,:, ' pi' :'~:A Coopers & Lybrand LL,P, is a member of Coopers & Lybrand International. a limited liability association incorporated in Switzerland, " I I Ms. Deborah Bailey November 26, 1996 Page Two The workbook is not intended to cover every issue an employee might need or wish to consider before retirement, nor is it intended to provide tax advice or personal financial planning. It is intended to help employees identify issues that they might not have considered otherwise, and to assist them in gathering information and seeking professional guidance. The workbook will advise employees that they should seek tax advice and/or professional financial planning assistance. The workbook will include the following sections: A worksheet identifying personal expenses and sources of income, A list of retirement issues employees need to be sure they have considered (such as inflation, health and life insurance, college tuition, etc.), Brief descriptions of Social Security, Medicare, the pension plan, the 457 plan, the supplemental plans (175/185), the 1 % life insurance plan, disability benefits (pension and other). We will prepare a draft of the workbook for review with City personnel, and will attend a meeting to discuss any revisions or enhancements desired. We will then prepare a second draft for review and approval before the final copy is produced. As we discussed, we intend to keep the workbook as brief as possible to avoid giving employees a document so large that it overwhelms them. There will have to be trade-offs made between the level of detail that could be provided and the desire to keep the workbook from becoming too large. The City will handle the printing, duplication and distribution of the workbook. " I I Ms, Deborah Bailey November 26, 1996 Page Three BENEFIT STATEMENTS Individual pension plan benefit statements enhance the visibility of the pension program to each plan participant. All the information that a participant is entitled to request under ERISA is generally developed. In addition to the required information, the statements present other useful benefit information and a description of some of the major plan provisions. Such information can include: projected plan benefit, employee contributions, accrued plan benefits, date of 100% vesting etc. The fees for preparing these benefit statements are $1,000 annually. We should be able to provide the statements within three to four weeks after the employee data has been reconciled each year, based on the past several years, they should be available around April 1. The statements will be delivered to the City for distribution to employees. BENEFIT CALCULATIONS Benefit calculations will be performed under the pension plan upon the retirement, death, disability or vested termination of employment of a plan participant. As part of our calculations we will determine the Section 415 limits if we are provided the necessary information at the time of the calculation. We will also determine the workers' compensation offset if the necessary information is provided at the time of the calculation. In addition, we can print the administrative forms that must be completed when an employee terminates and is notified of pension benefits. Our fees will be $150 per calculation. QUARTERLY PRE-RETIREMENT SEMINARS These sessions would be targeted to employees approaching retirement and would be presented in a workshop format to groups of ten to twenty employees (or more at the City's option). These workshops would be designed to assist the employees in identifying their retirement goals and objectives and the actions required to achieve them. The seminars can be used to educate employees on investment strategy, plan options and the retirement planning process. Our fees for the seminars/workshops will be $80 to $240 per hour for the time involved in the sessions, depending on the staff level desired by the City. TELEPHONE PENSION ADVICE AND COUNSELING SERVICES Employees within one year of retirement can call for benefit estimates and options counseling. Our fees for this service will be $150 per calculation estimate and $20 - $25 per quarter hour for telephone consulting (again, depending on the staff level desired by the City). We can be available for one-on-one counseling with retiring employees for $80 to $240 per hour for the time involved in the session. " I I Ms. Deborah Bailey November 26, 1996 Page Four SUMMARY PLAN DESCRIPTION We will prepare a Summary Plan Description (SPD) for the pension plan for $2,000. We will prepare a draft for review by the City and will attend a meeting to discuss any revisions or enhancements desired. We will then provide a final draft for review before providing the final product in camera-ready format. Since the City is not subject to the Department of Labor's requirements to distribute SPDs, we recommend that the City use an SPD that is less technical and more user-friendly than those used by private sector employers. Unless we are directed to do otherwise before this letter is signed, we will use this approach. We will review the SPD every year through 2001 and will notify the City by January I each year as to whether any modifications are necessary due to pension law changes, pension plan changes, Social Security, etc. If we believe the information contained in the SPD is materially incorrect due to any changes we will provide an updated version by January 31 each year. We will provide the SPD to the City in camera-ready format. The City will handle the printing, duplication and distribution of the SPD. Our fee quotes and hourly rates for benefit statements, benefit calculations, seminars, telephone advice and counseling services are guaranteed for the first two years (1997 and 1998). Subsequent years' fees or hourly rates will not increase more than 3% per year through the fifth year, 200 1. We will advise the City in writing prior to the beginning of each year if there will be any increase in the fees or hourly rates. The City reserves the right to terminate the contract for these services immediately if Steve Metz leaves Coopers & Lybrand. We will bill you periodically for services rendered and out-of-pocket expenses incurred. All invoices are payable within 30 days of receipt. I I Ms. Deborah Bailey November 26, 1996 Page Five Should you have any questions or comments, please do not hesitate to contact either Steve Metz or Kate Mumpower at 229-0221. Otherwise, should you elect to utilize our services, we would appreciate the return of a signed copy of this scope of services at your earliest convenience. Very truly yours, ~J- ~ LLfl Coopers & Lybrand L.L.P. 11mb 25 tr~B~;/$ tf:~~BY Elizabeth M. Deptula City Manager Il-~hc DATE TITLE