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11-18-2002I . _ __ � ACTION AGENDA Board of Trustees of the Employees' Pension Fund November 18, 2002 1- Call to Order — 9:08 a.m. 2- Approval of Minutes: October 14, 2002 — Approved as submitted 3- Request for Acceptance into Membership: Nicholas Colton, Sr., Cindy Protopapadakis, Renata Melo, Kevin Sievert, Allie Fallon, John Lyons, Robert Lazzaro, Anita Miller, Douglas Let�vin, Marc McCabe, Jonathan Maser, Robert Pagano, Christpher Payne, and Roseann Mazurek - Approved 4— Regular Pensions to be Granted: Gary Wooldridge and Clarence Calloway - Approved 5- Approve staff recommendations regarding the selection process for Pension Attorney. - Approved 6— Approve the contract with Northern Trust to provide custodial services for the Employee's Pension - Approved 7 — Pulled Item 8 — Other Business - None 9 — Adjoum — 9:14 a.m. mpf1102 11 /OS/02 Meeting Date: � I- 1$ " �'� T0: FROM: SUBJECT: DATE: Pension Trustees Approved by Trustees: CITY OF CLEARWATER EMPLOYEES' PENSION PLAN/ PENSION ADVISORY COMMITTEE Pension Advisory Committee Recommendation for Acceptance into Pension Plan October 10, 2002 3� As Trustees of the City of Clearvvater Employees' Pension Fund, you are hereby notified that the empioyee(s) listed below have been duly examined by a local physician and each has been designated as a "first class risk". The employment oi these individuals brings the number of FTE's as of this date to 1733.86 of 1834.7 budgeted posftions (including the City Commission). These employees are eligible for pension membership as noted in the Pension Eligibility Date column below, and it is the recommendation of the Pension Advisory Committee that they be accepted into membership. Pension Elig. Name. Job. Class. & Deot./Div. Hire Date Date Nicholas Colton, Sr., Fleet Service Worker/Solid Waste/Generat Services Cindy Protopapadakfs, Accounting Technician/Finance Renata Melo, Systems AnalysUlniormation Technology Kevin Sievert, Parlcs Service Technician I/Parks & Recreation Allie Fallon, Customer Service Representative/Gas John Lyons, Field Service Representative/Customer Service Robert Lauaro, Police Cadet/Police Anita Miller, Police CadeUPolice Douglas Letwin, Police CadeUPotice Marc McCabe, Police CadeUPolice Jonathan Maser, Police CadeUPolice Robert Pagano, Police Aide/Police Christopher Payne, Polfce Aide/Police Roseann Mazurek, Polfce Service Technician/Police 8/26/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 5/24/99 9/21 /02 9/23/02 ' originally employed as part-time; transierred to full•time and pension eligible as of 9/23/02 8/26/02 9/9/02 9/9/02 9/9/02 919/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/9/02 9/23/02 ' 9/21 /02 9/23/02 /� / /,�l.�,L.�. !�. �_' . �. . �. � . � ��S��l� y ��i. a ¢ � �=_ o� 9�'�+rEa�` SUBJECT/RECOMMENDATION: Trustees of the Employees' Pension Plan Ag2I1C�a COVeI' M211101•andum Final A da item # � �� , Me�'ing Date: 11 /18/02 Gary Wooldridge, Solid Waste/General Services Departmenfi, and Clcr2nce Cailoway, Police Deparfment; be granted regular pensions under Section(s) 2.393 and 2.397 of fihe Employees' Pension Plan as approved by the Pension Advisory Commi�tee, ❑ and that ihe appropriate officials be authorized to execute same. SUMMARY: Gary Wooldridge, Mechanic II, General Services/Sulid Waste Department, �vas employed by the City on July 28, 1980, and his pension service credit is effective on that date. His pension will be effective October 1, 2002. Based on an average salary of approximately $39,379 per year over fihe past five years, the formula for computing regular pensions, and Mr. Wooldridge's selection of the 75% Joint & Survivor Annuity, this pension will approximate 524,216 annually. Clarence Calloway, Police Officer, Police Department, wcas employed by the City on August 9, 1982, and his pension service credit is effective on that date. His pension will be effective December 1, 2002, Based on an average salary of approximately S57,137 per year over the past five years, the formula for computing regular pensions, and Mr. Calloway's selection of the 100% Joint & Survivor Annuity, this pension wiil approximate S31.563 annually. These pensions were approved by the Pension Advisory Committee on October 10, 2002. Section 2.393 (p) provides for normal retirement eligibility when a participant has reached age 55 and completed twenty years of credited service, has completed thirty years of credited service, or has reached age 65 and completed ten years of credited service, Section 2.393 also (p) provides for normai retirement eligibility when a participant hcas completed twenty years of credited service in a type of employment described as "hazardous duty" and further specifically defines service as a Police Officer as meeting the hazardous duty criteria, Mr. Wooidridge qualifies under the age 55 and twenty years of service criteria. Mr. Cailoway qualifies under the hazardous duty criteria. Reviewed by: Originating Dept: Costs Legol Np� Info Tech NA Debble Ford/Huma �� Total Resources Budget NA Public NA User Depf. Funding Source: Works Purchasing NA DCM/ ��}�� Current Fiscal Year ti�rriovomont ACM Risk M�mt NA Other NA Attachments ==`•O'�n� Appropriation Code: Submitled by: ❑ None Ci Mona er Printed on recvcled �a�er Rev. 2/98 �.ni•. _ ,_,�-=_ , 0 9�w�r�a�`o� Employee's Pension Plan Trustee's Agenda Cover Memorandum Worksession ltem #: Final Agenda ltem # � Meeting Date: 11I18102 SUBJECT/RECOMMENDATION: Approve staff recommendations regarding the selection process for Pension Attorney, � and that the appropriate officiols be authorized to execute some. SUMMARY: • The Employee's Pension Plan has been using Christiansen and Dehner since May 1999 (over 3 years). At the 9/16/02 Pension Trustee meeting, the Trustees requesied that a Request for Proposal (RFP) be issued for legal services for the Pension Plan. • Staff proposes that the following individuals be included on the RFP committee to issue the RFP and to do the initial screening of the proposals. ➢ Pam Akin, City Attorney y Garry Brumback, Assistant City Manager ➢ Joe Roseto, Human Resources Director ➢ Margie Simmons, Finance Director ➢ PAC Member (Tom Jensen appointed by PAC) • Staff further proposes that once the proposals are received and ranked by the RFP committee, that o�al presentations of the top firms (no more than the top 3 or 4 firms) be heard at a joint meeting of the Trustees and PAC, with a final ranking by the joint PAC/Trustees to occur at that time. • The Ciry Attorney and Finance Director will then proceed to negotiate a contract with the top ranked firm. If contract terms cannot be reached, negotiations will begin with the next ranked firm, and so on, untif an acceptable contract is negotiated. • The negotiated contract will then be brought forward to the PAC for review and then to the Trustees for approval. • Attached is a draft RFP for your review. Any suggested additions/changes/deletions should be sent to Margie Simmons as soon as possible. The RFP committee will finalize the RFP prior to it being released. Roviawed by: O�an�^� aP�: �,d Costt Legal � Info Srvc N jA Fl�anc� M. Slmmons Total 0 Budget N/A Publlc Works N/A Uwr Dept. Funding Source: Purchasing NlA DCM/AC uman Re�urce:, Current 0 CI i FY Risk Mgmt N/A Other Aftachmenh OP Dratt RFP Other Submitted by: � ❑ None City Manager � A ro riatlon Code: RAV, Z/98 DRAFT RFP CITY OF CLEARWATER, FLORIDA REGIUEST FOR PROPOSAL FOR PENSION ATTORNEY SERVICES A. INTRODUCTION/BACKGROUND The Trustees of the City of Clearwater Empioyee's Pension Plan (hereinafter "Plan") is requesting proposals from qualified firms of pension attorney services in providing legal and other related services to the Plan. A Selection Committee of five (5) members (hereafter "RFP Committee") has been formed to facilitate the selection process. The Plan is a contributory, defined benefit pension plan for eligible City employees. Members contribute 8.0% of their earnings on a pre-tax basis to the plan until time of retirement, while the City contributes the balance required as determined by the actuarial valuation, but no less than 7.0% of pay. This Plan includes a disability retirement provision fo� members who become disabled. The Employees' Pension Plan is governed by the five members of the Clearwater City Commission who serve as the Plan's Trustees. The Trustees have final authority and control over the administration of the plan. Except to the extent otherwise required by law or by this plan, the decision of the trustees in matters within their jurisdiction shall be final, binding and conclusive upon the employer, the committee, each employee and beneficiary, and every other interested or concerned person or party. The trustees may appoint such actuaries, accountants, professional investment counsel, legal counsel, specialists, third party pension administrators, and other persons that they deem necessary and desirable in connection with the administration of this plan or to assist them in the pertormance of their duties as trustees. The trustees are authorized to pay for such services from the pension fund. In addition, there is a pension advisory committee (PAC) comprised of seven persons. The committee has the authority to: 1) Arrange for the necessary physicians and medical examinations required under this plan. 2) Investigate and recommend to the trustees, in conjunction with the actuaries, such mortality/service and other tables as shall be deemed necessary for the operation of the plan. 3) Make recommendations to the trustees for improvements or changes in the plan. 4) Receive all applications for benefits under this plan and determine all facts that are necessary to estabtish the right of an applicant to benefits under the plan. 5) Prepare and distribute to the participants information relating to the plan. 6) Investigate and determine the eligibility of participants for disability pension. 7) Submit recommendations to the trustees as to rules, procedures, forms and general administrative procedures relating to the responsibilities of the committee. 8) Review and recommend to the trustees such benefits or relief to be provided to a participant under the plan. The City is a City Manager/Commission form of local government, which offers a traditional mix of Municipal services to a population of approximately 109,000. The City employs approximately 1,800 persons, over 1500 of whom are members of the Employee Pension Plan. The Plan assets had a market value of $442 million as of January 1, 2002. Request For Proposals For Pension Attomey Services 1 Employees Pension Fund RFP DRAFT B. REQUIRED SERVICES AND PERFORMANCE STANDARDS The Board of Trustees of the General Employees Pension fund intends to establish an agreement for the services of an Attorney to serve as counsel to the Board and Pension Advisory Committee. The Attorney must be able to provide a full scope of legal services and demonstrate experience in p�oviding legal advice, document and ordinance preparation, and litigation in the area of public pension law. Anticipated contract period is for a 3-year period with option to terminate thru notice. The required services include, but are not limited to the following: A. Attend meetings of the Board of Trustees (Board), Pension Advisory Committee (PAC), and other meetings as determined necessary, and provide advice to those bodies regarding items coming before them; B. Perform research on legal Issues as directed by the Board and/or PAC and render legal opinions to those bodies; C. Provide advice to the PAC In determining eligibility of applicants for disability and other pension benefits; D. Provide advice on Sunshine Law and Public Records Act issues; E. Advise the Board and PAC regarding provisions of state and federal pension and tax law and, as directed by the Board, recommend changes to the pension ordinance and procedures necessary to comply with law; F. Draft amendments to the pension ordinance as directed by the Board; G. Represent the Board, PAC or other body as directed by the Board in litigatic�� arising out of administration of the pension plan. H. Perform other services as directed by the Board. C. QUALIFICATIONS AND OTHER FACTUAL INFORMATION (1) Firm Quallfications A. Indicate size of firm, organizational structure, location of offices, location of �elevant attorneys/support staff and amount of travel time necessitated for them to attend meetings in Clearwater, admissions to The Florida Bar and occupational licensing. B. Describe your firm's experience in area of public pension law, including rep�esentatfon of local government entities/pension funds, litigatio� of pension law issues, and drafting of pension and related ordinances. C. Describe technical resources available to your firm such as computer/interneUe-mail capability and access to specialized legal research databases. D. Please list your most recent clients within the State of Florida, including the names, addresses, and phone numbers of contact persons; briefly describe the services performed for these clients. E. Include the capability of your firm to hold harmless, indemnify and detend the City for fiequest For Proposals For Penslon Attorney Servlces � Employees Pensfon Fund RFP DRAFT losses, costs and expenses arising from liability claims resulting from alleged negligence or malpractice of your firm, its officers, employees and subcontractors; describe liability insurance coverage carried by your firm. F. Provide information on any litigation your firm has been a party to during the past three (3) years. (2) Qualifications of Personnel to be Assigned A. Provide resumes of the personnel who would be directly involved in pertorming services for the City, including but not limited to: (I) Formal and supplemental education; (II) Experience in performing pension attorney services and consultation regarding employee benefit programs including governmental client names where possible (III) Knowledge of State of Florida regulatory requirements applying to municipal pension plans; (IV) Memberships in professional organizations; and (V) Professional recognition and awards B. Describe the education and experience, particularly as it relates to representation of Florida public pension plans, of each staff member to be assigned to the engagement Indicate notable achievements such as books or articles written, memberships, offices held in professional organizations, and major litigation handled. Include all state bar admissions and board certifications fo� attorneys and certifications for paralegals. C. For each attorney, give an Indication of the extent of his or her availability. (3) Costs to Provide the Various Services A. Provide full information on the cost for each of the required services identified In Section B of the RFP including whether or not the fee is on the project basis and the total cost, on an hourly basis and the estimated number of hours and total costs, and any other costs, which would be reasonable expected to be incurred as a result of the performance of the service. B. Provide full information on the method used to bill expenses that are expected to be paid by the Plan as pa�t of this contract. Include expected travel costs, per diem, meals, copy, phone, fax, or any other cost that will be billed to the Plan. E. INDEMNIFICATION AND INSURANCE REOUIREMENTS Indemnification: The proposer shall hold harmless, indemnify and defend the City, its elected officials, officers and employees, against any claim, action, lawsuit, loss, damage, injury (whether mental or physical, and include death to persons, or damage to property), liability, cost and expense of whatsoever kind or nature including, but not by way oi limitation, attorney's fees and court costs, caused by negligent acts or omissions of Pension Attorney Services. Request For Proposels For Penslon Attomoy Serv'rces 3 Employees Penslon Fund RFP DRAFT The City shall also be held harmless against all claims for financial loss with respect to the provision of or failure to provide professional or other services resulting in professional malpractice, or errors or omissions liability arising out of performance of the agreement or contact, unless such claims are a result of the City's own negligence. Insurance (1) Without limiting its liability under the contract, the proposer shall procuro and maintain at its sole expense during the life of the contract, insurance ol the types and the minimum amounts stated. Typc Antount Professional Liability Comprehensive or commercial General Liability Comprehensive or business Automobile Liability Workers' Compensation Coverage as imposed by State Law Employers Liability $2,000,000 $500,000 $500,000 $St�tulory $100,000/$100,000/$500,000 (2) The proposer comprehensive general liability policy shall includo contractu�l If�bility on a blanket or specific basis to cover this indemnification. (3) Such insurance shall be written by a company or companies Ilcensod to do businoas in the State of Florida and saiisfactory to the City. Prior to commencing any work under this contract, certificates evidencing the maintenance of sald InsurAnce sholl be furnished to and approved by the City's Risk Management Dlvlslon, (4) The insurance coverages and conditions required shall not be suspended, volded, canceled or modified except after thirty (30) days prior written not(co has been glvon by certified mail, return receipt requested, to the City's Risk Management Dlvlslon Office. (5) The City may, at its option, require a copy of the Proposer's insurance pollclas, (6) All insurance policies required within this RFP and any contract subsequently antered into between the parties shall provide full coverage from the first dollar of exposure unless otherwise stipulated. No deductibles or self-insurance retentlon w(II be accepted without prior approval from the City. The proposer's deductible/Self- (nsurance retentions (SIRs) shall be disclosed to the City and may be dlsapproved by the City. They shall be reduced or eliminated at the option of the City. The proposer is responsible for the amount of any deductible or SIR. (7) Except for workers' compensation and professional liability insurance, the proposer's insurance policies shall be endorsed to name the City as an additional insured to the extent of the City's interest (8) Insurance required of the proposer or any other Insurance carried by the proposer shall be considered primary and any insurance of the City shall be considered excess Request For Proposals For Pension Attomey Services 4 Employees Pension Fund RFP , _� � ._ as may be applicable to claims under any contract or agreement between City and proposer. (9) Any party providing services or products to the City wiil be expected to enter into a written agreement contract, or purchase order with the City that incorporates, either in writing or by reference, all of the pertinent provisions relating to insurance and insurance requirements as contained herein. A failure to do so, may, at the sole discretion of the City, disqualify any party from performing services or selling products to the City provided however, the City reservos the right to waive any such requirements. (10)If a claims made form of professional liability coverage ls provided, the retroactive date of coverage shall be no later than the inception date of clalms made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great duration as available and with no less coverage with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage, F. RFP TIMETABLE The anticipated schedule for the RFP and contract approval is as follows: RFP available for distribution Deadline for receipt of questions Deadline for receipt of proposals Evaluation 1 Selection process: Review of proposals Selection of Candidates to make presentations Oral Presentations and Final Ranking Begin contract negotiations Review of Contract by PAC Recommendation to Pension Trustees G. RFP AVAILABILITY December 2, 2002 January 17, 2003 January 31, 2003, 4:OOp.m. Week oi February 3, 2003 Week of February 3, 2003 Thursday, February 13, 2003 Thursday, February 13, 2003 Thursday, March 13, 2002 Monday, March 17, 2003 Copies of the RFP are available by contacting George McKibben at (727)562-4634, or by visiting the Purchasing Division located at the Municipal Services buflding, 3`d Floor, Flnance Department, 100 South.Myrtle Avenue, Clearwater, Florida 33756-5520 H. PROPOSAL SUBMISSION One original and five copies (a total of six) shall be delivered to the City o( Clearwater, Purchasing Manager, 100 South Myrtle Avenue, Clearwater, FL 33756-5520, prlor to the Request For Proposals For Pension Attomey Servlces S Employees Penslon Fund RFP DRAFT opening time of 4:00 p.m., EDT, on Tuesday, January 14, 1999. Proposals shall be as brief and to the point as possible while still meeting proposal requirements. The delivery of proposals to the City of Clearwater Purchasing Office prior to the specified date and time is solely and strictly the responsibility of the proposing firm. The City shall not, under any circumstances, be responsible for delays caused by the Untied State Postal Service or any private delivery service, or for other delays. All responses must be manually and duly signed by an authorized authority to bind said firm, and proposer(s) must affix their company's corporate seal to the Proposal. In the absence of a corporate seal, the Proposal must be notarized by a Notary Public. The submittal of a proposal by a preparer will be considered by the City as constituting an offer by the Proposer to perform the required services at the stated fees. The fees shall be considered locked in for 180 days from the time of receipt. All responses must be marked on the outside: "Request For Proposal for Pension Attorney Services for the City ot Clearwater, Florlda RFP To be opened at 4:OOPM, EDT, January 31, 2003" Each proposer is solely responsible for reading and completely understanding the requirements of this RFP. The opening time shall be and must be scrupulously observed. Under no circumstances will proposals delivered after the specified delivery time be considered. Late submissions shall be returned unopened to the firm with the notation 'The Proposal was received after the delivery time designated for the receipt and opening of the proposals." All proposals shall be prepared and submitted in accordance with the provisions of this RFP. However, the City may waive any informalities, irregularities, or variances, whether technical or substantial in nature, or reject any and all proposals at its discretion. Any proposal may be withdrawn prior to the indicated time for opening of proposals for authorized proponed thereof. No firm may withdraw a proposal within ninety (90) days after the actual date of the proposal's opening. Promotional material may be included as supplemental information, but will not constitute a proposal itself. I. INQUIRIES AND ADDENDA Each firm shall examine all RFP documents and shall judge all matters relating to the adequacy and accuracy of such documents. Any Inquiries, suggestions or requests concerning interpretation, clarification, or additional information pertaining to the RFP shall be made in writing a minimum of five (5) working days prior to due date through the City of Clearwater's Purchasing Manager, George McKibben, at P.O. Box 4748, Clearwater, Florida 33758-4748; or FAX 727-562-4635. Facsimiles must have a cover sheet, which includes, at a minimum, the proposer's name, address, number of pages transmitted, phone number, and facsimile number. It is the proposer's responsibility to be sure all addenda were received. The City shall not be responsible for oral Interpretations given by any City employee, representative, or others. The issuance of a written addendum is the only ofiicial method whereby interpretation, clarification, or additional iniormation may be given. If any addenda are issued to this RFP, the City will attempt to notify all prospective firms who have secured Request For Proposals For Pension Attomey Services 6 Emptoyees Penslon Fund RFP DRAFT same. However, It shall be the responsibility of each firm, prior to submitting the proposal, to contact the City of Clearwater's Purchasing Manager (727-562-4634) to determine if addenda were issued and to make such addenda a part of the proposal. J. LATE PROPOSALS, LATE MODIFICAITONS, AND LATE WITHDRAWLS Proposals received after the Proposal Due Date and time are late and will not be considered. Letters of withdrawals received after the Proposal Due Date or after contract award, whichever is applicable are late and will not be considered. K. RFP POSTPONEMENT 1 CANCELLATION The City may, at its sole and absolute discretion, reject any and all, or parts of any and all, proposals; re-advertise this RFP; postpone or cancel, at any time, this RFP process; or waive any minor or immaterial irregularities in this RFP or in the proposals received as a result of this RFP. L. COSTS INCURRED BY PROPOSERS All expenses Involved with the preparation and submission of proposals to the City, or any work performed in connection therewith shall be borne by the proposer(s). No payment will be made for any responses received, nor for any other effort required of or made by the proposer(s) prior to commencement of work as defined by a contract approved by the City Commission. M. ORAL PRESENTATION A formal oral presentation may be required by each firm that is selected during the initial review process (at the sole option of the City). If required, presentations should be in support of the firm's proposal or to exhibit or otherwise demonstrate the information contained therein. If the Committee wishes additional clarification of any information or additional information, any of the firms may be requested to submit that information in writing. N. EXCEPTION TO THE RFP Proposers may take exceptions to any of the terms of this RFP unless the RFP specifically states where exceptions may not be taken. Should a proposer take exception where none is permitted, the proposal will be rejected as non-responsive. All exceptions taken must be specific, and the Proposer must indicate clearly what alternative is being offered to allow the City a meaningful opportunity to evaluate and rank proposals. Where exceptions are permitted, the City shall determine the acceptability of the proposed exceptions and the proposals will be evaluated based on the proposals as submitted. The City, after completing evaluations, may accept or reject the exceptions. Where exceptions are rejected, the City may request that the Proposer furnish the services or goods described herein, or negotiate an acceptable alternative. O. PROPRIETARY INFORMATION Responses to this Request for Proposals upon rece(pt by the City become public records subject to the provisions of Chapter 119 F.S., Florida's Public Records Law. If you believe that any portion or all of your response is confldential and/or proprietary, you should clearly assert such exemption and the specific legal authority of the asserted exemption. All material that you assert qualifies for exemption irom Chapter 119 must be submitted in a separate envelope, clea�ly identified as `TRADE SECRETS EXCEPTION", with your firm's name and the proposal number marked on the outside. Request For Proposals For Pension Attorney Services 7 Employees Pension Fund RFP DRAFT Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your proposal as a"trade secret" you agree to hold harmless the City for any award to a plaintiff for damages, costs or attorneys' fees and for costs and attorneys' fees incurred by the City by reason of any legal action challenging your claim. You may be required to pay any costs of fees incurred in defending such a charge if the City declines to do so. P. NEGOTIATIONS The City may award a contract on the basis of initial offers received, without turther negotiations or may negotiate a final contract. Therefore, each initial offer should contain the proposer's best terms from a cost or price and technical standpoint. The City reserves the right to enter into contract negotiations with the selected proposer. If the City and the selected proposer cannot negotiate a successful contract, the City may terminate said negotiations and begin negotiations with the next selected proposer. This process will continue until a contract has been executed or all proposers have been rejected. No proposer shall have any rights against the City arising from such negotiations. �. RIGHT TO PROTEST Any actual or prospective proposer who is aggrieved in connection with the solicitation or award of a contract may seek resolution of its complaints by contacting the Purchasing Manager. R. RULES; REGULATIONS; LICENSING RE(.IUIREMENT The proposer shall comply with all laws, ordinances and regulations applicable to the services contemplated herein, including those applicable to conflict of interest and collusion. Proposers are presumed to be familiar with all Federal, State and local laws, ordinances, codes and regulations that may in any way affect the services offered. S. GENERAL The evaluation and ranking of all competitive proposals received shall be accomplished utilizing the criteria described in this Section.. T. COMPLETENESS OF COMPETITIVE PROPOSALS Following the receipt of competitive proposals, the City shall review all proposals with respect to completeness and conformance with the instructions and requirements specifically indicated in this RFP. Proposals which are deemed incomplete and/or non-conforming with instructions and requirements of this RFP may not be given further evaluation. The City reserves the right to reject any or all proposals and to waive any irregularity, variance or informality whether technical or substantial in nature, in keeping with the best interest of the City. U. SELECTION CRITERIA All proposals shall be equally evaluated with respect to the completeness of the data provided, support for all claims made, and the overall approach taken. The following criteria shall be utilized in the evaluation of the proposal: (1) Organization, size structure and technical resources of the firm. Knowledge of Florida public pension law, including successful experience representing local government pension plans in Florlda. Roquest For Proposals For Pensio� Attomey Services S Employees Pension Fund RFP DRAFT (2) Responsiveness and completeness of the written proposal to these instructions with regard to scope of services and qualifications of the firm. the firm. Ability to communicate legal concepts to non-attorneys. Qualifications and availability of key personnel to be assigned to the Board of Trustees and Pension Advisory Committee. (3) Evaluation of proposed fee and cost schedule. (4) Reports from References All proposals shall be equally evaluated with respect to the completeness of the data provided, support.fo� all claims made, and the overali approach taken. The following weighting shall be utilized m the evaluation of the proposals. 30% 30°/a 30% 10% (1) Firm Glualifications (2) �ualifications of Pe�sonnel to be Asslgned (3) Costs to Provide the Various Services (4) References References may be called regarding the level of satisfaction with services rendered by the proposing firm, technical ability, cost, education of and presentation to governing bodies. Request For Proposa�s For Pension Attomey Services 9 Employees Pensio� Fund RFP ..:. ' .. ,ii1 • i � `� ` V � SUBJECT/RECOMMENDATION: Employee's Pension Plan Trustee's Agenda Cover Memorandum Worksession Item #: Final Agenda Item # Meeting Date: I I- � k-d� Approve the contract with Northern Trust to provide custodial services for the Employee's Pension, � and that the appropriate oKcials be authorized to execute same. SUMMARY: • At the Trustee's direction, staff went out with a"Request For Qualifications" for custodial services. The following ten financial institutions responded positively to the RFQ: Bank of New York Merrill Lynch State Street Bar�k & Trust Wells Fargo Bank Citibank Northern Trust South Trust JP Morgan/Chase Salem Trust Wachovia • The following three financial institutions declined to submit citing "assets size too small"," services requested can not be provided" and "can not meet minimum qualifications": Deutsche Bank Mellon Trust • The financial institutions were ranked on the following criteria: Qualifications and Experience Settlement and Custody Systems 8 Technology Client Servicing Fees Securities Lending (Review only) Performance Measure and Guideline Compliance (Review only) Sun Trust Bank • Based on the above criteria the top three financial inst�tutions and their score are: Bank of New York (87) State Street (87) Northern Trust (86) Reviewed by: O�iglnaNng Dept: �� Legal �p Info Srvc N�A Finance rnS c� SMoskun Total 115,000 Budget Public Works �� P� Purch Finance � Funding Source: A DCM/ACM 1'V� �`l� Current 86,250 CI FY Risk NIA Other Attachmenta OP Mgmt Other i115,000 Submitted by: 646-07410-530100-585- City Manager ❑ None � A �iation Code: • Two members of the Pension Investment Committee and two Callan representatives visited each of the top three ranked firms. These individuals were very impressed by the staff and resources of Northern Trust. Based upon information obtained during the site visits, the Pension Investment Committee unanimously ranked the firms in the following order (with corresponding fees to be charged by each firm): 1 Northern Trust $115,000 2 State Street $144,595 3 Bank of New York $91,000 • If securities lending is approved, (separate agenda item) the Northern Trust fee will be reduced by $25,000 making the annual fee $85,000. � Custodial services for the last fiscal year were approximately $157,000. • Currently SunTrust is our custodian for about 70% of the plans assets. State Street is the custodian for 14% of the plan assets. The remaining balance is in the form of mutual funds held in trust by the corresponding money manager. The plan has used SunTrust since 1985 and State Street since 1993 as custodians for the Plan. • Currently staff waits for a monthly report from Sun Trust about plan activity. AI! of the finalist have online capability that will allow staff to have daily access to plan activity. Any of the three finalists have investment policy compliance available. These services are seen as a considerable benefit to the plan. • By approving this contract for custodial services the custodial services will be consolidated with Northern Trust. The overall annual cost to the plan for custodial services will be reduced by about $42,000 or $72,000 depending on the approval of securities lending. OCT-22-1999 05�49 � P.02 ; , .. � � CITY OF CLEARWATER EMPLOYEE'S PENS�ON FUND MASTER CUSTODY AGREEMENT THIS AGREEMENT is made this � day of , 20Q2, between THE BOARD OF TRUSTEES OF THE CITY OF CLEAR'WATER �MPLOYEE5' PENSION FiTND (the "Board"), and 'THE NORTHERN TRUST COMPANY (the "Northem"), an Illinois corporation, of Chicago, Illinois, 'The Board enters into this agreement pursuant to its powers and duties set forth in Ch. 2 Administration, Article 5 Employee Benefits, Division 3, Employee Pension Plan. The term of the agreement shall be for tluee (3) year5 beginning , 2002. The Northern shall establish an account (the "Account") to hold such assets of the City of Clearwater Employees' Pension Fund (the "Fund") as are transferred to it from time to time, The Board shall direct Northern to establish ane or more separate accounts ("5eparate Account") for cash, securities and other properiy of the Fund received by Northem from time to time. Each Separate Account shall be managed by either the Board or an investment manager appointed by the Boazd. By written direction the Board will designate assets of the Account to be allocated to each Separate Account and direct Northern to transfer assets of the Account to or from eaeh Separate Account. With respect to cash deposited in Northern's banking deparkment, the Separate Accounts are maintained as a matter of convenience and, therefore, Northem may aggregate the Separate Accounts for purposes of its depository requirements, Notthern shall appoint as its agent a foreign custodian to hold the assets of any Sepazate Account established by the Board for investment in foreign securities. Until advised to the contrary Northern may assume that the assets of the Fund are exempt from ta�►ation under the Internal Revenue Code and the Board will promptly inform Notthern of the loss of the tax exempt status of the Fund. Northem's duties shall be as follows: 1. Northern shail hold and safeguard the cash, securities, and other property in the Account and shall collect the income and principal thereof when due, 2. Northem may hold securities or other property of each Separate Account through an agent or in the name of its nominee or in a co�porate depository or federal book entry account system or other form as it deems best. Northern shall; A. For U.S. assets and assets denominated in currencies of any foseign countries &om which Northem is able to forward proxies on a timely basis, forward any proxies relating tv such securities or property, to the Board; B. For assets denominated in currencies of a�ay foreign countries from which Northern is unable to forward proxies on a timely basis, vote any pcoxies relating to such securities or property, for management, unless otherwise directed by the investment manager, the Board, or the Board's desigttee. City-0f-Clear.vetcrcus4.docll t-1s-0: OCT-22-1999 05�5� P.O� 3. With respect to a Separate Account managed by the Board, all security transactions shall be placed through brokers of its choice. Each investment manager appointed by the Board is authorized to execute security trades directly with respect to its respective Separate Account. Northern is hereby directed to receive and pay fo� securities purchased in accordance with industry practice and to deliver in accordance with industry pzactice, securities sold by the Board or by an investment manager. Under �io circumstance shall Northern pay any money to an investment manager except pursuant to written instructions by the Board. Northern shall issue its operating instructions to the Board and an invesunent manager as it deems appcopriate. 4, Northern is authorized, but shall not be obligated, to credit the Account on payable date with interest, dividends, distributions, redemptions or other amownts due. Otherwise, such amounts will be credited to the Account on the date such amounts are actually received by Northern and reeoneiled to the Account. In cases where Northern has credited the Account with such amount prior to actual collection and reconciliation, the Board acknowledges that Norihem shal! be entitled to recover any such credit on demand and further agrees that Northern may reverse such credit as of payable date if and to the extent that it does not receive such amounts in the ordinary course of business, 5. Northern is authorized, but shall not be obligated, to advance its owr� funds to complete transactions in cases where adequate funds may not otherwise be available to the Account. In such situations Northern shall be entitled to repayment of the amounts advanced plus its cost of providing funds. 6, Notthern may execute and deliver as agent of the Board and pursuant to the Board's directions or the directions of an investment manager any assignrnents, stock or bond powers or other documents or instn�ments and, in particular (a) may sell, assign, transfer, or mal:e other disposition of any security or other property in the Account in accordance with industry practice; (b) tnay obtain any payment due; and (c) may make payment in accordance with industry practice for any securities purchased or othecwise acquired. In connection therewith, Northern may execute any and all documents associated with the activities set fotth in the preceding sentence by signing as agent of the Board or as its anorney-in-fact pursuant to this authorization. 7. Subject to contrary instructions from the Board or an investment mana�er, Northern shall invest United States Dollars held by Norihem in the United States in a Separate Account on a short-term basis pending permanent in�estment. Northern is suthorized to invest such United 5tates Dollars so held in bonds, notes, and other evidences of indebtedness including investments in United States Treasury Bills, commercial paper, baakers' acceptances and certificates of deposit and undivided interests or participadons thetein, collecNve or commingled funds and regulated investment companies, Notwithstanding any other provision of this ageement Northem may invest United States Dollars held by Northem in the CJnited States in a Separate Aceount in its collective sho�t term investment fund or pursuant to the direction of the Board or an investrnent manager in any other collective fund maintained pursuant to Nvrthern's collective trust fund which is maintained as a medium for the collective investment of;Funds of pensio�, profit sharing or other employee benefit plans including govemment plans, and which is quali�'ied under Section 401(a) of the Internal Revenve Code of 1986, as amended, and any assets invested Z - ,• OCT-2?-1999 05:Sp in such collective trust fitnd shall be held and invested pursuant to all the terms �nd conditions of the trust agreement or d�claration of trust establishing such trust, which are hereby incorporated by reference and shall prevail over any contrary provision of this a�reement. For currencies held by Northem outside the United States, including United States Dollars, Northern shall invest cash as directed by the Board, or an investment manager, which may include interest bearing accounts of a foreign custodian. 8. If a corporation in which the Account holds common stock declares a dividend in stock, and such payment results in a fractional share, Northern shall sell such fraction. 9. In the event the Boazd invests, or authorizes any investment managec to invest, the assets of any Separate Account in financial futwes or options on futures, the Board shali direct Northern: (i) to transfer initial mazgin to a fuhues commission merchasu or third party safekeeping bank as directed by the Board or the investment manager, and (ii) to pay or demand variation mazgin in accordance with industry practice to or from the designated futures commission merchant based on daily markin� to mazket calculations. Northern shal! have no investment or custodial responsibility with respect to assets of any Separate Account transferred to a futures commission merchant or safekeeping bank, 10. In the event that the Hoard or an investment manager engage in any type of options transactions including, but not limited to, put and call options, Northern is authorized to sign any escrow receipt presented to you as custodian of the assets of a Sepatate Account which may serve as collateral for such transaction, and are directed to adhere to the provisions of such escrow receipt, the provisions o�' which shall control in the event of a conElict with the tetms of this agreement. 11. In the event that the Board engages, ar suthorizes any investment manager to engage, in short sale ttansactions with respect to any Sepatate Account, Northern s responsibilities shall be limited to putting the short pasitions on record, and accepting or transfetrins assets to or ftom the Separate Account, as the Board or the in�estment manager directs. Northem shall have no r�sponsihility to calculate realized gains or losses, nor shall Northern have any invescment or custodial responsibility with respect to cash or securities held by brokets or others, in connection with such transactions. 12. Pursuant to the Board's direction or the direction of an investment manager, and subject to Northern's consent, Northern shall enter into such additional procedwal, safekeeping, custody, or other agreements with brokers, futwes commission merchants, sa�'eke�pin� banks or others as the Boatd or the investment manager may deem necessary to effectuate any futures, options on futures, options or short sale transactions undertaken with respect to sny Sepatate Account, and Northem shall establish such collatecal accounts (which may be sub-accounts of a Separate Account) as the Board or an in�estment manager shal) direct. The $oard or the investment manager shall approve the form and content of any such additional agreements, and the pmvisions of such agreements shall control in the event of a conflict with this ap�eement. Notthern shall have no investment or custodial responsibility hereunder for any assets held pwsuant ta any such agreement. • ,, CCT-2?-1999 �5:50 13. Northem's duties shall be limited to those ex�ressly set forth in this agreement. Except as otherwise provided above in Section 7 regarding the short term investment of cash consisting of U.S. Dollars, Northern shall have no obligation to make any investment review or to consider the pr�priety of holding or selling any property in a Separate Account. Northern shall be responsible for any loss to the Account or the Fund to the extent that sueh loss results from Northern's failure to prudently perform its duties under this agreement with the caze, skill, prudence, and diligence under the circumstances then prevailing which persons of prudence, actin� in a like capacity and familiar with such mattets would use. 14. Northern shall furnish the Board with periodic statements of account shovving all receipts and disbursements and the property in each Separate Account and the market value thereof. A statement of account shall be approved by the Board by written notice delivered to Norchern or by failure to object to the statement of account within eighteen months of the date upon which the statement of account was deliveced ta the Board. To the extent permitted by law, the approval of a statement of account shall constitute a full and complete discharge to Northem (e:tcept with respect to ciaims of fraud or willful misconduct by Northern) as to all matters set forth in that statement of account. In no event shall Northern be precluded from having its statement of account settled by a judicial proceeding. l5. Th1s Account may be terminated at any time upon 30 days written notice from the Board to Northem or upon 90 days written notice from Notthem to the Board and upon the expiration of such notice period, Northern shall promptly deliver all cash, securities and other property then in the Accaunt tv the Board or in accordance with its order. 16. The Board may appoint Northern a lending fiduciary whereupon Northern shall lend securities of the Account held by it pursuant to a written agreement with the Board. The terms of the written agreement shall be consistent with the Federal Financial Institutions Eramination Council Supervisory Policy on Securities Lendit�g. The written agreement shall direct Northern to enter into lending a�reement with the borrower or bortowers. Northem shall vansfer the securities to the botrower and invest the collateral received in e�tchange for the securities. Notwithstanding anything in this agreement to the contrary the bonower shall have the authority and responsibility to vote securities it has borrowed. Notthern shall maintain a record of the market value of the loaned securities and shall be paid reasonable compensation as agreed upon between it and the Board. 17. Northern shall be reimbursed for al] expenses incwTed in the management and protection of the Aceount, including accounting and legal fees and shall receive such reasonable compensation for its services as agreed upon from time to time between it and the Board. Those items of expense and compensation shall be paid from the Account unless previously paid by the Board. The initial chazges for compec�sacion for custodial services aze attached as Appendix A. 18. No�thern sha11 make distributions from the Account to such persons, in such amounts, at such times and in such maruter as the Board shall from time to time direct in writing and the Board warrants that any such directions shall be in compliance with the plan or plans underlying the respective pension funds whose assets comprise the Fund. Northern shall not be liable for any distribution made in accordance w7th the directions of the Board without actual notice or knowledge of the changed conditian or status of the recipient, If any distribution made OCT—c=-1'aqq Q�:SB �� by Northern is returned unclaimed, it shall notify the Board and shall dispose of the distribution as the Boazd directs. Pursuant to making distributions, Northern may deposit cash in any depository including its own banking deparnnent, without any liability for the payment of interest thereon, notwithstanding your receipt of "float" from such uninvested c�sh, 19. The provi�ions of the law of Florida shall govem th� validity, interpretation and enforcement of this agreement. The invalidity of any part of this agreement shall not affect the remaining parts hereof. This agxeement may be modified at any time by a wridng signed by the parties hereto. With respcct to the services to be perfotm�d by Northern under this agreement, the City Request for Ptopasal dated 10-1 ?-02, Calv, l(the "RFP") and the Proposal from Northern to the Board, dated June 13, 2002 ("Northern's Proposal"}, are hereby incarporated herein by reference and, in the event of a conflict between the provisions of such documents or an interpretation of their provisions is required, the provisions af the agreement shall first be considered and shall hav� priocity, then the provisions of the RFP and Northem's Proposal. The Boazd and Northern agree that any civil action arising out of or related to this agreement shall be brought in Pinellas County, Florida. 20. Attached as Appendix B is a resolution of the Board indicating the person or persons authorized to direct Northein with respect to the actions so identified. Northern may conclusively rely on a direction of the persvns identified in Appendix B as having authority to take such action until fi�rther notice. Notices to the Board shall be sent to: Finance Director City of Clearwater P.O. Box 4748 City of Cleatwater Florida, 33758 2l , 1"he Boatd authorizes Northern to pay or withhold any income or other ta.Yes payable on investments or transactions of d�e Account and, on a best efforts basis, to ftle for and obtain refunds of any taxes withheld to which the Account may be entitled urider applicable tax treaties, laws and regulations, The Board shall provide Northem with any documentation and information it may reasonably require to perform its dudes undet this paragraph, aad Northern may rely upon suc� documentation and information without fiirther inquiry. 22. Section 287.113, Florida Statutes, provides that a petson or a�iliate who has been placed on the convicted vendor list following a convicdon for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair af a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perfvrm work as a contractor, supplier, subcontractor, or eonsultant under a eontract with any public entiry, and may not transaet business with any public entity in excess of the thteshold OCT-22-1999 05�56 P.07 amount provided in Section 287.017, Florida Statues, for CATEGORY T'�VO for a period of 36 months from the date of being placed on the convicted vendor list. 23. By execution of this agreement, Northern acknowledges that by virtue of its appointment �s custodian of assets of the Fund, a retirement plan governed by the laws of the State of Florida, it is a fiduciary of the Fund pursuant to §112.656(2), Florida Statutes. In addition, Notthern acknowledges that to the extent it exercises discretionary authority or contrvl (as described in Section 3(21)(A) of the Employee Redrement Income Security Act of 1974) with respect to the investment of United States Dollars held in the Account, pwrsuant to Section 7 of this agreement, it is a fiduciary of the Fund with respect to such setvices it provides. Northem agrees that it will perfocm all services under this agreement with the care, slcill, prudence, and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters would use. In the event the Board appoints Notthern a lending fiduciary pursuant to a separate agreement �s provided in Section 16 of this agreement, Northem acknowledges that it will be a fiduciary in the manner and to the extent prvvided in such separate written agreement, IN WITNESS WHEREOF, the Board and Northern have �xecuted this agreement by their respective duly authorized of�cers the day and year first above written. THE HOARD OF TRUSTEES OF THE CTTY OF CLEARWATER EMPLOYEES' PENSION FUND �ay: By: THE NORTHERN RUST COMPANY By: 1ts: r P . �8 �CT-c?-1q4� QS'�1 A1?PEI�UIX A City of Cleattiwater Master Custodian Search Notthern Trust — ReWscd Fee Schedule August 12, 2002 �3elow are four scenarios based on assumprions that thc City of Clearwater would or would not participate in Northem Trust's Securities Lending Program for either the Pension Fund andlor the Cash Management Investrnent Pool portfolio; Scenario 1: ' Pension Fund Fee Schedule If City of Clesuwater aarticinates in Nortbern Trust's Securities Lendin� ProQram Flat, Annual G�stody Fec (based on $410 million Fund) $85,000 Sccuritics Lending — U.S, Securities - Revcnue Split 70/30 - Estimated Gross Earnings �189,157 - Estimated City of Clearwater Revenue � 132,410 - Estimated Northern Trust Rever�ueiFee $56,747 (based on 5410 million total asscts and 5267 tnillion in lendable securities) Sceno►lo 2: Pension Fund Fee Schedule If Citv of Clearvrater does NOT pactici�r►te i� Northern 'l�ust's Securities Lendin� Program Flat, Atuival Custody Fee (based on $410 million Fund) $120,000 Scenario 3: Cash M�naQemeat Investment Pool Fee Schedule If Citv of Clearwate� aattici»s►tes ia Northern liust's Secprities Lendiag Program Flat, Annual Custody Fee (based on 5200 million Fund) $50,000 Securities Lending — L7.S. Securities - Revenue Split 70/30 - Estimated Gross Earnings 587,073 - Estimated G�ry of Clearwater Revenue $60,951 - Estimated Northern Trust Revenue/Fee $26,122 � (based on $200 million total assets and S56 million in lendable securides) OCT-22-1999 p�:sl City of Clearwater Master Custodian Search Northern Trust -- �2evised Fee Sc6edule August 12, 2002 Page 2 of 2 Scenarro a: Cash MAn��ement Investment Poul Fee Schedule If Citv of Clcarwater does NOT pstrticipate in Nort6ern 7`rust's Securities Lendine Pro�ram Flat, Annual Custody Fee (ba.sed on $200 million Fund) $65,000 ootnoe ; 1. As requ�sted by thc City of Clearwatu, Nortttcrn Trust's Secutitics La�ding estimate is bued upon backvvard looking historical figures rather chr� future projeetions of m�rket activiry. Our Securitiea Lending cvaluation sssvmes p�uticipntion in a Corc USA Collatcrel Section. As indieatnd nbove, we hsve affaed a revised revenue split of 70/30 if both the Pension �nd portfolio ar►d the Cash Managemrnt Investmcnt Pool portfolio participate in Northern 'TTUSt's Securities Lending program lf only onc of the portfolios psrticipate in our Seculitics Lending proErsrr�, [hen the Securiries T.ending ttvrnue split would bc 65�35 as quotod ID aur original proposaJ, 2. Fees quoted above were based on the volumcs, market values, and scrvice roquirements as statcd in the original RFP as w�ell as detaited ssset listings pmvid«1 to us on Augusr 5, 2002, lf any volumcs, markec values, snd/ot scrvice requirements substantially change from the inforns�tivn provided to us, Northcm Trust reserves the right to rrevaluatc fees. 3. As st$ted in our original proposal, fees for acHvely managod internationnl asscts are not includad in any of thesc scenarios since the Ciry of Clearwate� cuaently has only intemacional commingled funds. If the City of Cltsrwater added actively mana�td intemstional asscts to your mix in the funue, Northcrn 'T;ust tvould work with you to rec�lculate the annual tlat custody fee bascd on the market value of the intcmallonal 3ssets and the spplicabic councries whero trades occur. 4. As statcd in our original propos�l, there is an investme�t fee far Cash Mat�agcment (STIF) scrvices of 1S basis paints for qualified peosion plans. Additionally, if the City of Clearwater is interested in subscribing to Nocthern Trust's Complianec Analyst serviec, there will be an annual fee of 525,000 fo� this scrvice. P.09 TOTAL P•�9