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EMPLOYEE PENSION PLAN AGREEMENT This AGREEMENT, made this It..f~ day Of~ 2001 by and between the City of Clearwater, Florida (City), P.O. Box 4748, Clearwater, Florida 33758, and PRICEWATERHOUSECOOPERS LLP, 101 East Kennedy Boulevard, Suite 1500, Tampa, Florida 33602, (Consultant), a Florida limited liability partnership. WHEREAS, City issued Request for Proposal No. 61-01 for Actuarial and Other Services to the Clearwater Employees Pension Plan (Plan) (See Exhibit "A"); and WHEREAS, City selected Consultant to provide actuarial and other related services (Project) according to Consultant's response to Request for Proposal No. 61-01 (See Exhibit "B"). NOW THEREFORE, the City and Consultant do hereby incorporate all terms and conditions in Exhibit "A" and Exhibit "B" and mutually agree as follows: 1. SCOPE OF PROJECT. Consultant agrees to provide actuarial and other related services under the terms and conditions described in Request for Proposal No. 61-01. Additionally, Consultant agrees to specifically provide a comprehensive review of plan actuarial assumptions, including separate formal presentations to City staff, Pension Advisory Committee, and Employees Pension Plan Board of Trustees for a fixed not-to-exceed fee of $ 20,000. 2. TIME OF PERFORMANCE. Project will commence on January 1, 2002 and shall terminate on December 31, 2004. 3. REPORTS. Consultant agrees to provide to City reports on the Project upon request by the City and under the terms provided in the Request for Proposal No. 61-01. 4. COMPENSATION. The City will pay Consultant a sum not to exceed the following amounts: $19,000 for 2002; $19,500 for 2003; and $20,000 for 2004. City agrees to pay Consultant 50% of the amount due each year upon commencement of the services and 50% upon acceptance by City of the final actuarial report. Any additional services related to the Project must be approved by the City Project Manager. The City may, from time to time, 1 Ii) request changes in the scope of the project of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation and changes in the terms of this Agreement which are mutually agreed upon by and between City and Consultant shall be effective when incorporated in written amendment to this Agreement. 5. METHOD OF PAYMENT. Consultant shall bill City according to the payment schedule, and City agrees to pay after approval by the City Project Manager under the terms of the Florida Prompt Payment Act F.B. 218.70. 6. CONTACTS FOR RESPONSIBILITY. Stephen M. Metz will be designated as Project Director for this project by Consultant to manage and supervise the performance of this Agreement on behalf of Consultant. Associated with the Project Director will be staff members whose experience and qualifications are appropriate for this Project. The City will be represented by William B. Horne, II, or his designee for all matters relating to this Agreement. 7. TERMINATION OF CONTRACT. The City at its sole discretion may terminate this contract by giving Consultant ten (10) days written notice of its election to do so and by specifying the effective date of such termination. The Consultant shall be paid for its services through the effective date of the termination. Further, if Consultant shall fail to fulfill any of its material obligations hereunder, this Agreement shall be in default, the City may terminate the contract, and Consultant shall be paid only for work completed. 8. NON-DISCRIMINATION. There shall be no discrimination against any employee who is employed in the work covered by Consultant, or against applicants for such employment, because of race, religion, color, sex, or national origin. This provision shall include, but not be limited to the 2 ~ following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of payor other forms of compensation; and selection for training, including apprenticeship. 9. INTERESTS OF PARTIES. Consultant covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. 10. INDEMNIFICATION AND INSURANCE. Consultant agrees to protect, defend, indemnify and hold the City and its officers, employees and agents free and 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 arising out of or due to any negligent act or omission of Consultant or its employees in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under this Agreement, Consultant shall procure and maintain during the life of this Agreement liability insurance coverage as described in Exhibit "A". This provision shall survive the termination of this Agreement. 11. PROPRIETARY MATERIALS. Upon request by City, Consultant shall transfer, assign and make available to City or its representatives all property and materials in Consultant's possession belonging to the City, or originally produced by Consultant as a deliverable hereunder. 12. 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 attorney fees and costs, and that jurisdiction for such an action shall be in a court of competent jurisdiction in pinellas County, Florida. 3 ~ 13. WARRANTIES. Consultant warrants that the service provided will be performed and supervised by qualified personnel. Notwithstanding anything to the contrary contained in this agreement, consultant makes no other warranties, express or implied, or whether arising by operation of law, course of performance or dealing, custom, usage in the trade or profession or otherwise, including without limitation implied warranties of merchantabilitiy and fitness for a particular purpose. 14. LIMITATION OF LIABILITY. Other than the City's obligations to make payments that are due and owing under this Agreement, a party's and its affiliates' entire and collective liability arising out of or relating to this Agreement, including without limitation on account of performance or nonperformance of obligations hereunder, regardless of the form of the cause of action, whether in contract, tort (including without limitation negligence), statute, or otherwise, shall in no event exceed in the aggregate the amounts paid to the Consultant under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither party nor its affiliates shall, under any circumstances, be liable to the other party or its affiliates for any claim based upon any third party claim or for any consequential, incidental, indirect, punitive, exemplary or special damages of any nature whatsoever, or for any damages arising out of or in connection with any malfunctions, delays, loss of data, loss of profit, interruption of service or loss of business or anticipatory profits, even if a party or its affiliates have been advised of the likelihood of such damages occurring. No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of the action has accrued. 15. CONFIDENTIALITY. Each party agrees to take measures to protect the confidentiality of the other party's Confidential Information that, in 4 ~ the aggregate, are no less protective than those measures it used to protect the confidentiality of its own Confidential Information, but at a minimum, each party shall take reasonable steps to advise their employees (and in the case of the Consultant, its subcontractors) of the confidential nature of the Confidential Information and of the prohibitions of copying or revealing such Confidential Information contained herein. Consultant and City each agree to require that the other party's Confidential Information be kept in a reasonably secure location. Notwithstanding anything to the contrary contained in this Agreement, neither party shall be obligated to treat as confidential, or otherwise be subject to the restrictions on use, disclosure or treatment contained in this Agreement for any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is generally known or easily ascertainable by non-parties of ordinary skill in computer or process design or programming or in the business of the Consultant; (3) is released by the Disclosing Party to any other person, firm or entity (including governmental agencies or bureaus) without restriction; (4) is independently developed by the recipient without any reliance on Confidential Information; or (5) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any nonparty. Neither party will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own Confidential Information. 5 m IN WITNESS WHEREOF, the City and Consultant have executed this Agreement on the date first above written. Countersigned: OF CLEARWATER, FLORIDA 1 J ....._.__ . 'I4e... _ _ B. Horne, II City Manager Brian un Mayor-Commi Approved as to form: Attest: Witnesses: PricewaterhouseCoopers LLP By: ~<St1pL-mfl/~ Atte , y ,f~' Robin Lynn At/dolOn *W *My Commission CC708938 ~~.....~ Expires Janll8ly 19. 2002 6 IP , . 4:? I Exhibit A CITY OF CLEARWATER, FLORIDA REQUEST FOR PROPOSAL FOR ACTUARIAL AND OTHER SERVICES RFP #61-01 A. INTRODUCTION / BACKGROUND The City of Clearwater (hereinafter "City") is requesting proposals from qualified firms of actuarial consultants interested in providing actuarial and other related services to the City of Clearwater Employees' Pension Plan (hereinafter "Plan"). A Selection Committee (hereafter "Committee"), has been formed to facilitate the selection process. The Committee is composed of five (5) City appointees. The Plan, is a contributory, defmed benefit pension plan for eligible City employees. Members presently 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. The Plan requires a minimum City contribution of 7.0%. This Plan includes a disability retirement provision for members who become disabled. The Employees' Pension Plan is governed by the members of the City Commission who serve as the Plan Trustees. 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. The Employee Pension Plan has 1538 active members and 533 retirees. The Plan assets had a market value of $470 million as of January 1, 2001. B. REQUIRED SERVICES AND PERFORMANCE STANDARDS Actuarial Review (1) The valuation must be performed in accordance with accepted actuarial principles including the use of appropriate actuarial assumptions. The fmancial information produced, including the employer's pension expense for the current year and the relationship between the plan assets and the pension benefit obligation, must be in accordance with generally accepted accounting principles, including full compliance with Governmental Accounting Standards Board (GASB) statements. The actuarial report must provide sufficient information to enable the City to make all footnote disclosures required by GASB statements. (2) The techniques and assumptions used and the content of the report issued must conform to the requirements of all applicable laws and rules including Florida Statutes and Chapter 22 of the Florida Administrative Code, and the fee quoted is to include responses by the actuary to the State Board of Administration as necessary. (3) Actuarial studies must be completed and the reports thereon must be rendered within 120 days of the date the contract is signed. Employee Benefit Statements Individual employee benefit statements will be prepared and delivered to the City for distribution to employees. The benefit statements will include such information as projected plan benefits, employee contributions, accrued plan benefits, date of 100% vesting, etc. The statements will be delivered to the City by April 1, 2002 for distribution to employees. Advise to City Staff on Tax and Plan Issues The firm will be available to advise City staff on issues pertaining to tax and plan considerations such as plan design, estimated funding requirements of various alternative plan designs, and detailed actuarial reports and impact statements related to the Employees' Pension Plan. Recognizing that service providers and clients have an on-going need for communications, the service provider will advise the City when Request For Proposal For Actuarial Services RFP# 61-01 1 City of Clearwater, Florida 1. . discussions are such that a billing will occur. Fees will typically be based on a fee per hour, however, for large projects, a per project fee will be negotiated. C. INDEMNIFICATION AND INSURANCE REQUIREMENTS 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 of limitation, attorney's fees and court costs, caused by negligent acts or omissions of Actuarial Services. 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 contract, unless such claims are a result ofthe city's own negligence. Insurance (1) Without limiting its liability under the contract, the proposer shall procure and maintain at its sole expense during the life of the contract, insurance of the types and the minimum amounts stated. Type Professional Liability Amount $2,000,000 Comprehensive or Commercial General Liability $500,000 Comprehensive or Business Automobile Liability $500,000 Workers' Compensation Coverage as imposed by State Law $ Statutory Employers Liability $100,000/$100,000/$500,000 (2) The proposer's comprehensive general liability policy shall include contractual liability on a blanket or specific basis to cover this indemnification. (3) Such insurance shall be written by a company or companies licensed to do business in the State of Florida and satisfactory to the City. Prior to commencing any work under this contract, certificates evidencing the maintenance of said insurance shall be furnished to and approved by the City's Risk Management Division. (4) The insurance coverage's and conditions required shall not be suspended, voided, cancelled or modified except after thirty (30) days prior written notice has been given by certified mail, return receipt requested, to the City's Risk Management Division Office. (5) The City may, at its option, require a copy ofthe Proposer's insurance policies. Request For Proposal For Actuarial Services RFP# 61-01 2 City of Clearwater, Florida 1# (6) All insurance policies required within this RFP and any contract subsequently entered into between the parties shall provide full coverage from the first dollar of exposure unless otherwise stipulated. No deductibles or self-insurance retention will be accepted without prior approval from the City. The proposer's deductible/self-insurance retention's (SIRs) shall be disclosed to the City and may be disapproved 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 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 will 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 reserves the right to waive any such requirement. (10) If a claims made form of professional liability coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims 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 and 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. D. RFP TIME TABLE The anticipated schedule for the RFP and contract approval is as follows: RFP available for distribution July 30, 2001 Deadline for receipt of questions August 27,2001 Deadline for receipt of proposals Monday, September 10, 2001, 4:00p.m. Review of proposals & select candidates for presentations September 12,2001 Presentations & Final Ranking September 18,2001 City begins contract negotiations Monday, September 24,2001 Recommendation to Pension Trustees Tuesday, November 13,2001 Projected Contract award and start date January 1, 2002 Request For Proposal For Actuarial Services RFP# 61-01 3 City of Clearwater, Florida !) E. RFP AVAILABILITY 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 Building, 3rd Floor/Finance, 100 South Myrtle Avenue, Clearwater, Florida 33756-5520. F. PROPOSAL SUBMISSION One original and five copies (a total ofsix) shall be delivered to the City of Clearwater, Purchasing Manager, 100 South Myrtle Avenue, Clearwater, FL 33756-5520, prior to the opening time of 4:00 p.m., EDT, on Monday, September 10th, 2001. 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 United States 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 stated 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 Actuarial Services for the City of Clearwater, Florida RFP 61-01 To be opened at 4:00 PM, EDT, September 10th, 2001." 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 proponent 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 constitute a proposal itself. G. 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, FL 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 official method whereby interpretation, clarification, or additional information may be given. If any addenda are issued to this RFP, the City will attempt to notify all prospective Request For Proposal For Actuarial Services RFP# 61-01 4 City of Clearwater, Florida .<<1 firms who have secured 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. H. LATE PROPOSALS, LATE MODIFICATIONS AND LATE WITHDRAWALS 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. I. RFP POSTPONEMENT / 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. J. 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 defmed by a contract approved by the City Commission. K. 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. L. 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. M. PROPRIETARY INFORMATION Responses to this Request for Proposals upon receipt 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 confidential 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 from Chapter 119 must be submitted in a separate envelope, clearly identified as 'TRADE SECRETS EXCEPTION," with your fIrm's name and the proposal number marked on the outside. 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. Request For Proposal For Actuarial Services RFP# 61-01 5 City of Clearwater, Florida fJO N. QUALIFICATIONS AND OTHER FACTUAL INFORMATION (1) Firm Qualifications A. Indicate size of firm, organizational structure, location of management and charter authorization and licenses to do business in the State of Florida. B. Describe in general your firm's national, statewide and local service capabilities to perform the required services as stated in Section B of this RFP. C. Describe resources available to your firm such as computer capability, personnel with specialized knowledge and expertise in the governmental (including tax exempt) field. D. Describe your firm's experience in serving as a actuary and consultant to local governmental units including 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. Indicate whether your firm qualifies as an "Enrolled Actuary" as defmed in Chapter 22D-l.02( e) of the Florida Administrative Code. F. Please provide information on litigation your firm has been a party to during the past three (3) years. (2) Familiarity with GASB Statement Requirements Please indicate your familiarity with GASB Statement requirements relating to Pension Plans by providing a brief summary of the requirements and your experience in providing required disclosures. (3) Qualifications of Personnel to be Assigned Provide resumes of the personnel who would be directly involved in performing actuarial and consulting services for the City, including but not limited to: (i) formal and supplemental education; (ii) Experience in performing actuarial 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) Experience, if any, in performing valuations in compliance with GASB Statements. (v) Memberships in professional organizations; and (vi) Professional recognition and awards. (4) 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 cost, and any other costs which would be reasonable expected to be incurred as a result of the performance of the service. Costs should be quoted on each service as follows: . Actuarial Review (project basis) . Employee Pre-Retirement Planning Workbooks (project basis) . Employee Benefit Statements (project basis) . Quarterly Pre-Retirement Seminars (hourly basis) . Telephone Pension Advise and Counseling Services (hourly basis) . Advise to City Staff on Tax and Plan Issues (hourly basis) Request For Proposal For Actuarial Services RFP# 61-01 6 City of Clearwater, Florida 44 O. NEGOTIATIONS The City may award a contract on the basis of initial offers received, without further negotiations or may negotiate a fmal 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. P. 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. Q. RULES; REGULATIONS; LICENSING REQUIREMENT 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. R. EVALUATION CRITERIA AND RANKING PROCESS GENERAL The evaluation and ranking of all competitive proposals received shall be accomplished utilizing the criteria described in this Section. Information and data included in the Actuarial Services proposal shall be considered in the evaluation and ranking process. 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. 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: 30% 20% 20% 20% 10% (1) Firm Qualifications (2) Familiarity with GASB Statement Requirements (3) Qualifications of Personnel to be Assigned (4) Costs to Provide the Various Services (5) 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 Proposal For Actuarial Services RFP# 61-01 7 City of Clearwater, Florida ./.XJ STATEMENT OF NO BID Note: If you do not intend to respond to this bid request, please complete and return this sheet to: City of Clearwater Purchasing Department P.O. Box 4748 Clearwater, FL 33758-4748 We, the undersigned, have declined to bid on the above noted Invitation for Bid for the following reason(s): Insufficient time to respond to Invitation for Bid. Do not offer this product/service. Our schedule will not permit us to perform. Unable to meet specifications. Unable to meet insurance requirements. Specifications unclear (please explain below.) Remove us from your "Bidder Mailing List." Other (please explain below.) Remarks: We understand that if a "no bid" statement is not returned, our name may be removed from the Bidder's List of the City of Clearwater. Company Name: Address: City, State, Zip: Telephone: Date: Signature: Request For Proposal For Actuarial Services RFP# 61-01 8 City of Clearwater, Florida Exhibit B I I I I I I I I I I Request for Proposal for Actuarial Services For the City of Clearwater, Florida RFP 61-01 To be opened at 4:00 PM, EDT September 10, 2001 I I I I I I I I I I I I I I I I I I I I I I I I I I CONTENTS PAGE Firm Qualifications 1 Familiarity with GASB Statement Requirements 12 Qualifications of Personnel to be Assigned 13 Costs to Provide the Various Services 20 PricewaterhouseCoopers LLP I I I I I I I I I I I I I I I I I I I FIRM QUALIFICATIONS A. Indicate size ojfirm, organizational structure, location ojmanagement and charter authorization and licenses to do business in the State oj Florida. PricewaterhouseCoopers LLP (www.pwcgloba1.com). the world's largest professional services organization, helps its clients build value, manage risk and improve their performance. Drawing on the talents of more than 140,000 people in 152 countries, we provide a full range of business advisory services to leading global, national and local companies and to public institutions. These services include audit, accounting and tax advice; management, information technology and human resource consulting; financial advisory services including mergers and acquisitions, business recovery, project finance and litigation support; business process outsourcing services; and legal services through a global network of affiliated law firms. PricewaterhouseCoopers refers to the US firm of PricewaterhouseCoopers LLP and other members of the wofldwide PricewaterhouseCoopers organization. PricewaterhouseCoopers was formed on July 1, 1998 through the global merger of Coopers & Lybrand and Price Waterhouse, bringing together the legacies and capabilities of these two world class firms. In the U.S., we serve clients through offices of PricewaterhouseCoopers LLP, a limited liability partnership. In Florida, we have offices in Tampa, Orlando, Jacksonville, Miami, Fort Lauderdale, and West Palm Beach. PricewaterhouseCoopers, including its predecessor firm in Florida, has been a legal entity providing continuous services in the State for over 60 years. Our Florida practice is registered with the State of Florida Department of Regulation under the provision or Florida Statutes Chapter 473, under license #AD-0001O-878. Our firmwide organization includes five lines of service: · Assurance and Business Advisory Services · Tax and Legal Services · Management Consulting Services · Financial Advisory Services · Global Human Resource Solutions PricewaterhouseCoopers LLP 1 I I I I I I I I I I I I I I I I I I I Through the resources and capabilities of the fIrm's Global Human Resource Solutions group, PricewaterhouseCoopers has one of the world's largest professional practices in actuarial science and employee benefit plan design and administration and human resource consulting. Over the past several years, as the human resources industry has continued to consolidate, PwC has expanded the size, geographic reach and service capabilities of the HR consulting organization. B. Describe in general your firm's national, statewide and local service capabilities to peiform the required services as stated in Section B of this RFP. PricewaterhouseCoopers brings the full resources of our firm's assurance and business advisory, tax and legal services as well as a wide range of consulting resources. We bring to employee benefit consulting matters in interdisciplinary approach that goes well beyond the customary scope of benefit consulting servIces. Plans PwC can help you design, build and run the proper programs for your organization. HR plans and programs - including benefits and total compensation - are central to your organization's ability to attract and retain superior employee talent. PwC teams with your staff to provide technical advice combined with practical and creative support in the design, structure and fmancing of the right programs to drive your people strategies. To meet these challenges, we draw on our creativity and our expertise in: Actuarial and other Financial Services - design, implementation and administration of defined benefit and defined contribution retirement plans Total Rewards Program Design - ways to cut a company's fixed benefit costs, while increasing the value provided to employees when the company hits or exceeds its performance target Health and Welfare Plan Consulting - design, development and assistance in choosing health and welfare programs, including claims, plan utilization, workers' compensation and loss reserve analyses, casualty claims audits and integrated disability management. Compliance Services - information about current legislation and its impact on your organization PricewaterhouseCoopers LLP 2 I I I I I I I I I I I I I I I I I I I People PwC creates customized strategies that address the needs of your organization and your employees. An organization's people strategy directly affects fundamental business issues, such as productivity, profitability and innovation. The ability to attract, manage motivate and reward human resources creates a critical advantage. We can help your organization develop strategies to successfully drive the behaviors and actions of your employees. Working from an original and appropriate HR strategy, we provide customized solutions along with the methods and resources to help you achieve your goals. Our groundbreaking work in this area draws upon a range of disciplines: Learning and Change - development of leadership competencies, alignment of proper strategies and implementation of appropriate training Communication - the key to employee appreciation and understanding Organizational Effectiveness & Development - strategic planning and management, development of managerial capabilities and establishment of a work environment that attracts and utilizes a diverse workforce Compensation - recruiting, retention and performance management Diversity and WorklLife Programs developing awareness of the need for a diverse workforce and maintaining balance between work and life commitments Processes PwC can help you run your operations efficiently Does the management, organization and structure of your HR activities add value to your business? By collaborating with you, we can measure the value generated by your company's current HR processes and identify opportunities for change and improvement. We help you to create a clear, compelling business case to gain management's approval for any investment required. We can also help you to construct a realistic plan to guide implementation. Our approach encompasses: Strategy - a review of what HR needs to do and why Business Process Reengineering - how to improve workflow and efficiency Implementation - the who, what and where of improving administration Operation - the system of continuous improvement Merger and Acquisition Support - due diligence on assets, liabilities and corporate philosophies PricewaterhouseCoopers LLP 3 I I I I I I I I I I I I I I I I I I I Partnering PwC can help you focus on strategic initiatives. When employers find that large percentages of their budget and management time are consumed by activities that don't directly enhance their financial or service results, outsourcing can be the perfect solution. We can add value to your organization by taking responsibility for non-strategic, transaction-intensive activities. Our professionals can improve the one-on-one services you provide to your employees, while ensuring consistency, reducing risk associated with compliance, processing errors and staff turnover and streamlining plan administration. In addition, administrative outsourcing provides: Consistent, accurate, timely and high-quality service - Enhancing employees' appreciation and participation in programs Improved quality of data through frequent review - Facilitating error-free processing Sophisticated customer support - enabling. employees to use a voice response system, customer service center or the Internet to make inquiries and to request transactions State-of-the-art technology relieving your organization of the burden of continuous investments in systems PricewaterhouseCoopers LLP 4 I I I I I I I I I I I I I I I I I I I Specifically for the City of Clearwater, we have in-depth resources in Tampa, backed up by additional resources in Atlanta, Philadelphia and throughout the U.S., to provide the services required by your RFP. In fact, we have been providing these services to the City for the past 13 years. Our Florida Global Human Resource Solutions practice is based in Tampa and includes actuaries and benefits consultants as well as tax and accounting specialists. We have completed actuarial reviews for Clearwater and other governmental agencies, employee pre- retirement planning workbooks, benefit statements, pre-retirement seminars, telephone advice and counseling services as well as advice on tax and plan issues. Here in Tampa, our Global HR Solutions practice is recognized by the Tampa Bay Business Journal as the largest fee for service benefits consulting practice in the region. We are the largest Big Five accounting firms as well. Some of our Florida clients include The City of Clearwater, Miami-Dade County, Bayfront Medical Center, BayCare Health System, the Miami Department of Off-Street Parking, Jackson Memorial Hospital, The PGA Tour, Carnival Cruise Lines and Blue Cross/Blue Shield of Florida. We have extensive knowledge of governmental retirement issues and work with numerous governmental employers on issues regarding the Florida Retirement System and stand-alone defined benefit, defined contribution and hybrid plans. Our Tampa GHRS practice includes over 20 professional consultants in a variety of employee benefit specialties. We design, consult on and administer defmed benefit and defined contribution plans, so we are extremely familiar with the features of both types of plans. We are also familiar with governmental employers in Florida and the unique issues they face. We have five Enrolled Actuaries in the Tampa office. We do not accept any commissions or sell any insurance or investment products so our advice is totally objective. PricewaterhouseCoopers LLP 5 I I I I I I I I I I I I I I I I I I I c. Describe resources available to your firm such as computer capability, personnel with specialized knowledge and expertise in the governmental (including tax exempt) field. Computer Capabilities Our actuarial valuation software platform consists of a database management system, a pension valuation system, a retiree medical valuation system, workpapers and reports based in the Microsoft Application Suite. Our database management system, AIM, supports our defined benefit/actuarial practice, has been installed at major clients and continually improved in its network version. -- ACCLAIM, our pension valuation system, is flexible and comprehensive; it values all pension plan benefits explicitly. During the early phases of the Financial Executives Institute Field Test, we recognized that traditional software developed for pension actuarial valuations would not adequately address the unique nature of health benefits and the additional assumptions needed to measure retiree health obligations. Accordingly, a team of our firm's health care actuaries, pension actuaries with substantial valuations experience, EDP Professionals, and accountants designed RETIREASE, our proprietary software package. RETIREASE fully automates the calculation of retiree health and life insurance obligations and expense through the use of two modules - the Liability Module and the Expense Module. Actuarial assumptions, plan proVISIons, asset information and financial reporting policy are entered through the use of a series of menu-driven screens. The system automatically provides obligations for retirees, active employees fully eligible for benefit and active employees not yet fully eligible, in conformance with the actuarial method and attribution period required under F ASB Statement 106. In addition, the software allows you to use a different actuarial method to project contributions for funding purposes. The system goes beyond the determination of expense by providing results for year-end disclosure. In addition, obligations may be generated by plan as well as by other breakdowns (e.g. location, subsidiary). Expense amounts may be determined under a variety of options, recognizing both current accounting policy and options available under F ASB Statement 106. Please note that the GASB is considering and expected to require accrual accounting for retiree medical benefits for government entities. It is our understanding that the City does not currently provide an explicit subsidy for retiree medical benefits. It is important to note, however, that the retiree medical benefits the City does offer (as required by Florida Statutes) could result in additional liabilities and expense under the GASB' s proposed PricewaterhouseCoopers LLP 6 I I I I I I I I I I I I I I I I I I I standards. Our firm is the clear leader in the area of actuarial valuations of retiree medical benefits. With this software, our actuaries can meet a client's varied needs for information including: . Using either net claims cost data or recognizing cost components by age, sex and status. · Modeling changes in actuarial assumptions. . Modeling alternative substantive plan approaches . Analyzing the effect of alternative delivery systems and other cost containment methods and other plan design changes with greater flexibility than typically available from other programs. . Recognizing health care cost trends that vary by year, type of medical service, claim component and age (over/under age 65). . Performing multiple-year projections of obligations an expense, using an open group methodology (e.g., forecasting new hires to produce estimates for management beyond what is needed for Statement 106). . Reflecting alternate dates for the adoption of Statement 106. . Maintaining easy access to all results for use in generating customized reports and quickly responding to special client requests. Specialized Knowledge and Knowhow Our Tampa practice provides actuarial services in all aspects of benefit plan design, implementation, compliance, administration and employee communications, as well as financial analysis and reporting. Our actuarial expertise encompasses pension plans, retiree life and medical plans (SF AS #106), disability plans, life insurance plans, Supplemental Executive Retirement Plans and severance plans (SF AS #112). The Tampa office of the GHRS group has been providing defmed benefit actuarial services since its inception in 1985. The Tampa GHRS practice includes two actuarial principals and 25. professional staff members. This office serves clients throughout Florida, providing the full range of our firm's human resource advisory services. Our Florida practice is supported by our National Technical Consulting Unit in Washington, D.C., a key resource for research as well as up-to-date information on legislative and regulatory activities. The National Technical Services Unit sends out technical memoranda to our practice offices daily via our intranet - The Knowledge Curve. This unit also acts as our liaison with government agencies to obtain information through key contacts and to obtain formal rulings. PricewaterhouseCoopers LLP 7 I. I I I I I I I I I I I I I I I I I I Our Accounting, Auditing, and SEC Consulting Services Directorate and Tax Directorate also maintain research units. Specialists in these groups bring their expertise to emerging issues. Our work on the FERF Research Project and the FEI Field Test on post-retirement benefits are specific examples of these multidisciplinary research units working together. This extensive work required the involvement of group and pension actuaries, health care and benefits consultants, and accounting and tax professionals from both practice offices and research units. More recently, the research units are analyzing the impact of the proposed change in accounting treatment of stock based compensation. Keeping our consultants informed on emerging issues, legislative changes and research results is a top priority for us and at the core of our high-quality, responsive service. We get the information out quickly so your team can help you respond before there is a negative impact on your business. And, with our contacts in Washington, D.C., and representation on various committees, the City can be confident that the information is accurate and timely. The National GHRS library, which is part of the NTCU, is staffed by two librarians specializing in employee benefits and human resources. The mission of this library is primarily to provide research support to all GHRS practice offices worldwide. Such specialized research is provided through the use of print sources, on-line data bases, and CD-ROM technology. In addition, the library maintains a clearinghouse of reports issued by the GHRS practice. The GHRS practice is kept abreast of recent practice and legislative developments through the issuance of monthly annotations of the trade press. Extensive employee benefits and human resources subject files are maintained and the library currently subscribes to more than 100 periodicals specific to the human resources/employee benefits field. Extensive survey information is also maintained in order to provide competitive intelligence to consultants and clients. Our firms also maintain other libraries to meet the diverse needs of our clients. The National Library is staffed by five librarians and provides research support to all of our offices worldwide. This library maintains a laser disk collection of all SEC filings and has a collection of more than 10,000 volumes and more than 500 periodicals covering all of our areas of service and the industries in which the Firm has clients. This collection covers each company on the New York and American Stock Exchanges and more than 2,500 over-the-counter compames. A health care library, staffed by two health librarians is housed in the Chicago office. This library has an extensive collection of medical and health-related publications and provides research support. PricewaterhouseCoopers LLP 8 I I I I I I I I I I I I I I I I I I I The Firm's GHRS practice also uses a wide variety of communication vehicles to disseminate technical information and the related business issues to our consultants across the country on a timely basis. These communication methods include. · The Knowledge Curve - our Intranet - as well as specialized. data libraries on our Lotus Notes servers. These are core resources we use to keep current with information in the office or on the road, using worldwide dial- up capability. The Knowledge Network provides our professionals with access to ftrmwide discussion groups, your engagement team learns about current developments and is able to exchange ideas with PwC professional across the country. · Monthly national conference calls and several annual national meetings are held to share technical opinions and creative solutions to client problems as well as to discuss ways to meet new client service needs. · We also offer an internet service to our clients, The Tax News Network. This on-line service includes ongoing analysis and information about national benefits legislation and regulations. The Tax News Network is on the World Wide Web at www.taxnews.com. D. Describe your firm's experience in serving as an actuary and consultant to local governmental units including your most recent clients within the State of Florida, including the names, addresses, and phone numbers of contact persons; briefly describe the services performedfor these clients. Governmental employers must address challenges different from those of private companies. In most cases, this includes a larger, more diverse work force and separate and distinct compliance issues, among others. Governmental employers in Florida must also comply with Chapter 112 of Florida Statutes, which contains specific funding requirements for pension plans. We would like to point out our extensive experience with governmental clients in Florida. We have worked extensively with government clients, including several government owned hospitals and health systems. PricewaterhouseCoopers LLP 9 I I I I I I I I I I I I I I I I I I I Most specifically, we have served as actuaries and consultants to the City of Clearwater for the past 13 years and we are proud of our track record of service. Examples of our assistance to the City include the following: · We worked closely with City staff in developing a revised pension ordinance effective January I, 1996 subject to collective bargaining. This process required frequent and difficult efforts on short notice. We also worked at the side of City staff to ensure that an agreement was reached with the collective bargaining units without subjecting the City to excessive cost or risk of future cost increases. We received commendations from several members of the City's staff following the completion of the process. · We have assisted the City in developing creative actuarial methods and techniques to make its pension plan costs more manageable. These include developing an asset averaging approach and establishing a credit balance for the City contributions above those required by State law. The result of these changes has been to greatly reduce the volatility of the City's funding requirements, stabilizing its cost for several years. · We assisted the City in responding to the Snair lawsuit as well as a number of other pension and retirement issues. · In 2001, we identified the opportunity for the City to adopt a supplemental retirement program which would permit employees to make substantial (up to $40,000 per year) additional pre-tax retirement contributions. · We held pre-retirement seminars for City employees in the past and received overwhelmingly positive responses via employee surveys. Employees have unanimously responded that the seminars were effective and informative. We are also proud of the services we've provided to other clients, both here in Florida and around the world. We encourage you to contact these Tampa office clients regarding the quality and responsiveness of our service. City of Clearwater Relationship: 1988 to present 100 S. Myrtle Avenue Clearwater, FL 34618-4748 Ms. Margaret Simmons, Finance Director (727) 562-4530 Miami-Dade County Relationship: 1998 to present 111 N.W. 1st Street Suite 2020 Miami, FL 33128 Ms. Gail Daniels, (305) 375-3012 PricewaterhouseCoopers LLP 10 I I I I I I I I I I I I I I I I I I I Jackson Memorial Hospital Relationship: 1996 to present 1611 N.W. 12th Avenue Park Plaza West, Room L-306 Miami, FL 33136-1096 Mr. Ron Ruppel, Senior Vice President (305) 585-7137 Mr. Phil Rosenberg, Vice President for Human Resources (305) 585-7265 Miami Department of Off-Street Parking 190 N.E. 3rd Street Miami, FL 33132 Mr. Al Manduca, Finance Director 9305) 373-6789 Relationship: 1998 to present E. Indicate whether your firm qualifies as an ttEnrolled Actuary" as defined in Chapter 22D-1.02c of the Florida Administrative Code. PricewaterhouseCoopers qualifies as an "Emolled Actuary" under the definition of the Florida Administrative Code and has been actively serving in this capacity since 1985. F. Please provide information on litigation your firm has been a party to during the past three years. The increase in litigation experience by the business community over the past several years affects all professional services firms. PricewaterhouseCoopers and our competitors must expend significant amounts of time and capital refuting an increasing number of unwarranted claims for alleged professional malpractice. Consistent with the experience of other major fIrms, our Firm or its predecessor fIrms, Coopers & Lybrand L.L.P. and Price Waterhouse L.L.P. have been names as a defendant in numerous civil actions. Many of these are merely attempts by investors to recoup losses from third-party sources. Others are attempts to shift responsibility for management fraud and deception to the accounting profession. We believe our Firm has adequate defenses to the lawsuits in which it is named. PricewaterhouseCoopers LLP 11 I. I I I I I I I I I I I I I I I I I I FAMILIARITY WITH GASH STATEMENT REQUIREMENTS Please indicate your familiarity with GASB Statements requirements relating to Pension Plans by providing a brief summary of the requirements and your experience in providing required disclosures. PricewaterhouseCoopers has an extensive knowledge of GASB requirements as well as experience working with governmental units in Florida and throughout the country in the implementation of GASB statements. Our knowledge extends throughout our human resources, business assurance and tax and legal services practice, including all aspects of the GASB's requirements. Most importantly, as the City of Clearwater's actuaries, we assisted in the implementation ofOASB 25 and 27. As the largest of the Big Five accounting firms, PricewaterhouseCoopers LLP has extensive experience in auditing governmental entities and assisting our clients with required disclosures. Supporting this business assurance practice, we put extensive resources in keeping current on GASB, F ASB, FEI, SEC, AICP A and FICP A as well as other regulatory and oversight bodies that affect our clients' financial statements. Here in Florida, we have an extensive governmental audit practice, service as public accountants for many of the state's largest cities, counties and special districts. PricewaterhouseCoopers LLP 12 I. I I I I I I I I I I I I I I. I I I I QUALIFICATIONS OF PERSONNEL TO BE ASSIGNED The right people - the advanced techniques in the world will not help if we do not have the right people to employ them. That is why we have taken care in choosing the PricewaterhouseCoopers team for you. We are sensitive to your need for cost-effective service, a broad range of capabilities, a business orientation and, most essentially, the people skills without which no professional relationship can succeed. Your PricewaterhouseCoopers team has all these attributes. We depend upon the skills and experience of our professional staff to deliver the high quality of service described in this proposal. The commitment of our Firm to anticipate and meet the needs of the City of Clearwater has been demonstrated through our thirteen-year track record of services and continues through our commitment of partners and consultants to this engagement. Steve Metz Engagement Partner Charles Y ovino Legal & Compliance Consulting Mark Knecht Engagement Manager Mark Johnson Tax Partner Sheryl Grey Health & Welfare Consulting Jim Hanlon Business Assurance Partner Defmed Benefit Staff The following pages include resumes of the designated staff. PricewaterhouseCoopers LLP 13 I I I I I I I I I I I I I I I I I I I STEPHEN M. METZ Global Human Resource Solutions Principal PricewaterhouseCoopers LLP, Tampa, Florida Professional Experience Steve Metz is the partner in charge of Global Human Resource Solutions services for Florida and Puerto Rico. He is a pension actuary with more than 20 years of experience in human resource consulting and employee benefits. His experience includes employee benefits plan design, funding and administration and he consults with clients in all areas of compensation and benefits. Mr. Metz has lead numerous compensation and benefits engagements for employees in Florida including compensation and benefits surveys, employee communications, and the design of qualified and nonqualified programs. Significant Clients Served Blue Cross/Blue Shield of Florida City of Clearwater Miami-Dade County Miami Department of Off-Street Parking Sarasota-Manatee Airport Authority Intracoastal Health Systems The PGA Tour Bayfront Medical Center Education B.A. from the University of North Florida ProfessionaVCommunity Affiliations Associate of the Society of Actuaries Enrolled Actuary Member of the American Academy of Actuaries Past President, Florida West Coast Employee Benefits Council Member, Southern Employee Benefits Conference PricewaterhouseCoopers LLP 14 I I I I I I I I I I I I I I I I I I I Charles Y ovino Global Human Resource Solutions Principal PricewaterhouseCoopers LLP, Atlanta, Georgia Professional Experience Charlie, a partner in our Atlanta office, heads the Legal & Regulatory compliance practice for the Southeast Region. Charlie and his team are transaction oriented, and as a result have effectively combined their regulatory backgrounds with practical experiences to develop a pragmatic approach to the delivery of benefits. Charlie and his team consult with management on a variety of special projects and recurring assignments, including: · Design and administrative considerations for all types of qualified and nonqualified retirement plans, including preparation of administrative manuals and quality controls · Operational compliance reviews (covering all plan types which in the aggregate benefit approximately 1/2 million participants) . Training of employee benefits personnel · Work-flow and staffing studies of employee benefits departments . Plan spin-offs, mergers and terminations . Due diligence reviews · Total benefit program design and implementation following corporate spin-offs · Outsourcing ofHR departments' functions (including serving in VP-HR role) · Project manager of complex benefit program implementations, including telephone open enrollment, and 401(k) outsourcing . Review of ERISA required audited financials · Preparing governmental reports and filings, including Forms 990, 5300, 5310, 5330, and 5500 Significant Clients Served Corning FedEx PGA and LPGA Springs Industries University Systems of Georgia and Arkansas University of Miami Saks Education B.A. (cum laude) in history (with honors) from Hofstra University J.D. from American University Masters of Law in Taxation from Georgetown University Law Center ProfessionaVCommunity Affiliations District of Columbia and Maryland Bars PricewaterhouseCoopers LLP 15 I I I I I I I I I I I I I I I I I I I MARK KNECHT Global Human Resource Solutions Senior Consultant PricewaterhouseCoopers LLP, Tampa, Florida Professional Experience Mark is a Senior Consultant in the Tampa office GHRS Group practice. His 18 years of actuarial experience includes pension actuarial, and post-retirement medical benefits experience. He has supervised and performed recurring pension funding valuations for clients ranging in size from 50 to 20,000 lives and has been involved in fifteen plan terminations. He currently serves as an internal Actuary for the Tampa, Florida office and serves as a technical resource on actuarial matters. His general pension plan administrative experience includes a variety of tasks. He has supervised both pension and post-retirement medical actuarial valuations and benefit certifications. He has also supervised the completion of various government filings including Form 5500 Series and PBGC premium filings as well as F ASB 87 Expense and Disclosure calculations each year for a wide variety of clients. He has also had extensive experience with nondiscriminatory testing and pension forecasting. Education B.S. with a major in mathematics from Case Western Reserve University ProfessionaVCommunity Affiliations Associate of the Society of Actuaries Enrolled Actuary PricewaterhouseCoopers LLP 16 I I I I I I I I I I I I I I I I I I I Sheryl Grey Global Human Resource Solutions Senior Consultant PricewaterhouseCoopers LLP, Tampa, Florida Professional Experience Sheryl Grey has more than 20 years of human resources experience in consulting and administration. Her experience includes leadership roles in HR management for several major employers, consulting on a broad range of health and welfare and employee benefits issues as well as insurance underwriting and claims management with a major insurance company. Her primary current client management focus includes building and leading teams in the following areas: · Employee benefit plan strategic planning; · Benefit administration outsourcing analysis, marketing and implementation; · Health and welfare plan marketing, analysis and implementation; and · Mergers and acquisition benefit integration. Significant Clients Served SwissAir Group/Dobbs International/Gate Gourmet International/Swissotel Atlantic Marine Blue Cross Blue Shield of Florida Munroe Regional Medical Center Education B.A. from the Unive€j of Tampa Professional/Community Affiliations Designated Professional, Academy for Healthcare Management PricewaterhouseCoopers LLP 17 I I I I I I I I I I I I I I I I I I I James R. Hanlon Assurance and Business Advisory Services Partner PricewaterhouseCoopers LLP, Tampa, Florida Professional Experience Mr. Hanlon is a business assurance partner in the Tampa office with over 15 years of accounting and auditing experience. He has provided auditing and consulting services to a wide variety of clients in the utilities, high technology, manufacturing/distribution, not-for- profit and government industries. He has extensive experience in mergers and acquisitions, initial public offerings, debt financing and SEC related matters. Significant Clients Served TECO Energy/Tampa Electric Company Kissimee Utility Authority Medical Manager Corporation MessageQuest, Inc. Integrated Supply Network, Inc. Sarasota Manatee Airport Authority City of New Port Richey Pasco County Education B.s. in Accounting from the University of Florida ProfessionaVCommunity Affiliations American and Florida Institutes of Certified Public Accountants Treasurer, Tampa Crossroads, Inc. Boy Scouts of America Leadership Tampa Alumni PricewaterhouseCoopers LLP 18 I. I I I I I I I I I I I I I I I I I I MARK JOHNSON Tax and Legal Services Partner PricewaterhouseCoopers LLP, Tampa, Florida Professional Experience Mr. Johnson has over 20 years of experience providing tax and financial consultation in connection with various business matters, including tax -exempt fmancing and employee benefit issues. He has assisted client with the intricacies of defeasance, arbitrage and refundings. Mr. Johnson frequently speaks on taxation matters to a wide variety of professional groups, has written articles for various publications, and instructs national tax courses for the Firm's partners and managers. Significant Clients Served City of Orlando City of Ocala Orange County Charlotte County Reedy Creek Improvement District Education B.S. in Accounting from Drake University J.D. from Drake University ProfessionaVCommunity Affiliations American, Florida, Virginia and District of Columbia Institutes of Certified Public Accountants American, Iowa and District of Columbia Bar Association University of Florida Fisher School of Accounting Steering Committee University of Central Florida Tax Advisory Board PricewaterhouseCoopers LLP 19 I- I I I I I I I I I I I I I I I I I I COSTS TO PROVIDE THE VARIOUS SERVICES Our fee estimates have been developed in accordance with an hourly rate structure projecting the time requirements of partners and staff for the work involved. If our role in the engagement and the corresponding time requirements should change appreciably in the course of work, it is our policy to review a revised fee estimate with you before proceeding. Plans administered by PricewaterhouseCoopers are monitored on a continuous basis at no additional cost to ascertain the effects of regulatory change on the qualified status of such plans. Other advisory services which PricewaterhouseCoopers may request or special services necessary to maintain the qualified status of the plans are not contemplated in our fee estimate. In connection with all special work, a separate fee estimate will be discussed with you before beginning the project. For planning purposes, however, the average rate per consulting hour is estimated to be in the range of$80 to $350, depending upon the staffmix required to complete the assignment. We anticipate providing the actuarial valuation reports within six to eight weeks of receiving the employee census and trust data. This anticipated response time, as well as our fee estimates, is contingent on the employee census data being accurate and complete within reasonable and customary standards. It is our practice to invoice monthly for time and expenses as the work progresses. Each monthly invoice will identify separate totals for professional fees earned and expenses incurred during the previous month. Payment of invoiced amounts is appreciated within thirty days after the invoice is received. PricewaterhouseCoopers LLP 20 I~ I I I I I I I I I I I I I I I I I I 2002 Estimated Fees Recurring Actuarial Services We will perform the annual valuation of the pension plans, including providing a draft report and attend an annual meeting to review the valuation. Employee Pre-Retirement Planning Workbooks We will review and revise the existing workbooks each year and provide camera-ready publication materials to the City within 30 days of the signing of the contract. Employee Pension Statements Individual pension plan benefit statements enhance the visibility of the pension program to each plan participant. All the information that the participant is entitled to request under ERISA is developed. In addition to the required information, the statements present other useful benefit information and a description of some of the more important plan provisions. These statements will be delivered to the City by April 1 for distribution to employees. Quarterly Pre-Retirement Seminars We will conduct quarterly pre-retirement seminars, targeting employees approaching retirement. These workshops will assist the employees in identifying their retirement goals and objectives and actions required to achieve them. These seminars will cover investment strategy, plan options and the retirement planning process. Miscellaneous Services We will provide all of the other services identified by the City in its request for proposals, including telephone pension advice and counseling services, advice to the City of Tax and Plan Issues and other communications as required. PricewaterhouseCoopers LLP Estimated Fees $19,000 J,.- $ 1,000 v' $ 1,500 l- $200 per hour V $80 to $350 per hour 21 ;.;: mh-~.l: